N-CSRS 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:

March 31, 2012

Item 1. Reports to Stockholders

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Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Diversified Stock Fund -

Class A

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,283.00

$ 2.91

HypotheticalA

 

$ 1,000.00

$ 1,022.45

$ 2.58

Class A

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,280.20

$ 4.85

HypotheticalA

 

$ 1,000.00

$ 1,020.75

$ 4.29

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 1,277.30

$ 7.29

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.46

Class B

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.90

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Class C

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,275.10

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.00

$ 4.33

HypotheticalA

 

$ 1,000.00

$ 1,021.20

$ 3.84

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

5.5

5.1

JPMorgan Chase & Co.

4.2

3.8

Wells Fargo & Co.

3.1

3.2

Chevron Corp.

2.9

3.1

Google, Inc. Class A

2.8

3.3

Comcast Corp. Class A

1.9

1.2

IBM Corp.

1.9

2.0

Pfizer, Inc.

1.8

1.8

PepsiCo, Inc.

1.7

2.4

Visa, Inc. Class A

1.7

1.8

 

27.5

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

25.7

26.4

Financials

18.1

17.5

Consumer Discretionary

10.7

9.3

Health Care

10.7

9.7

Energy

10.6

13.8

Asset Allocation (% of fund's net assets)

As of March 31, 2012*

As of September 30, 2011**

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Stocks 96.5%

 

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Stocks 97.2%

 

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Convertible
Securities 0.1%

 

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Convertible
Securities 0.0%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 3.4%

 

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Short-Term
Investments and
Net Other Assets
(Liabilities) 2.8%

 

* Foreign investments

13.4%

 

** Foreign investments

15.7%

 

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Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.3%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Auto Components - 0.2%

Delphi Automotive PLC

50,000

$ 1,580,000

TRW Automotive Holdings Corp. (a)

50,000

2,322,500

 

3,902,500

Distributors - 0.3%

Li & Fung Ltd.

2,374,000

5,447,703

Hotels, Restaurants & Leisure - 0.6%

Red Robin Gourmet Burgers, Inc. (a)

100,000

3,719,000

Ruth's Hospitality Group, Inc. (a)

500,000

3,795,000

Texas Roadhouse, Inc. Class A

225,000

3,744,000

 

11,258,000

Household Durables - 0.5%

D.R. Horton, Inc.

200,000

3,034,000

iRobot Corp. (a)

75,000

2,044,500

KB Home (d)

250,000

2,225,000

Toll Brothers, Inc. (a)

125,000

2,998,750

 

10,302,250

Media - 4.2%

Comcast Corp. Class A

1,250,000

37,512,500

DreamWorks Animation SKG, Inc. Class A (a)

225,000

4,151,250

News Corp. Class A

250,000

4,922,500

The Walt Disney Co.

500,000

21,890,000

Time Warner, Inc.

375,000

14,156,250

 

82,632,500

Multiline Retail - 0.7%

Dollar General Corp. (a)

55,000

2,541,000

Target Corp.

195,000

11,362,650

 

13,903,650

Specialty Retail - 1.9%

Citi Trends, Inc. (a)

325,000

3,724,500

Destination Maternity Corp.

200,000

3,714,000

Francescas Holdings Corp. (a)

120,000

3,793,200

Lowe's Companies, Inc.

550,000

17,259,000

Lumber Liquidators Holdings, Inc. (a)

51,329

1,288,871

Staples, Inc.

300,000

4,854,000

Talbots, Inc. (a)

700,000

2,121,000

 

36,754,571

Textiles, Apparel & Luxury Goods - 0.1%

Arezzo Industria e Comercio SA

100,000

1,738,821

TOTAL CONSUMER DISCRETIONARY

165,939,995

CONSUMER STAPLES - 10.1%

Beverages - 2.8%

Beam, Inc.

75,000

4,392,750

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

200,000

4,718,000

 

Shares

Value

Molson Coors Brewing Co. Class B

100,000

$ 4,525,000

PepsiCo, Inc.

500,000

33,175,000

The Coca-Cola Co.

100,000

7,401,000

 

54,211,750

Food & Staples Retailing - 1.2%

CVS Caremark Corp.

215,000

9,632,000

Drogasil SA

375,000

3,645,363

Walgreen Co.

275,000

9,209,750

 

22,487,113

Food Products - 1.0%

Danone

225,000

15,693,726

Green Mountain Coffee Roasters, Inc. (a)

86,363

4,045,243

 

19,738,969

Household Products - 2.8%

Colgate-Palmolive Co.

240,000

23,467,200

Procter & Gamble Co.

450,000

30,244,500

 

53,711,700

Tobacco - 2.3%

Altria Group, Inc.

250,000

7,717,500

British American Tobacco PLC sponsored ADR

135,000

13,664,700

Philip Morris International, Inc.

275,000

24,367,750

 

45,749,950

TOTAL CONSUMER STAPLES

195,899,482

ENERGY - 10.5%

Energy Equipment & Services - 1.7%

Cameron International Corp. (a)

50,000

2,641,500

Halliburton Co.

250,000

8,297,500

Helmerich & Payne, Inc.

50,000

2,697,500

McDermott International, Inc. (a)

154,500

1,979,145

National Oilwell Varco, Inc.

75,000

5,960,250

Noble Corp.

250,000

9,367,500

Trinidad Drilling Ltd.

300,000

1,948,774

 

32,892,169

Oil, Gas & Consumable Fuels - 8.8%

Amyris, Inc. (a)(d)

325,000

1,683,500

Apache Corp.

100,000

10,044,000

BP PLC sponsored ADR

400,000

18,000,000

Canadian Natural Resources Ltd.

175,000

5,799,709

Chevron Corp.

525,000

56,301,000

Clean Energy Fuels Corp. (a)(d)

175,000

3,724,000

EXCO Resources, Inc. (d)

400,000

2,652,000

Exxon Mobil Corp.

175,000

15,177,750

Hess Corp.

75,000

4,421,250

HollyFrontier Corp.

125,000

4,018,750

Newfield Exploration Co. (a)

50,000

1,734,000

Peabody Energy Corp.

150,000

4,344,000

Plains Exploration & Production Co. (a)

100,000

4,265,000

QEP Resources, Inc.

100,000

3,050,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Royal Dutch Shell PLC Class A sponsored ADR

275,000

$ 19,285,750

Suncor Energy, Inc.

350,000

11,434,515

Whiting Petroleum Corp. (a)

82,500

4,479,750

 

170,414,974

TOTAL ENERGY

203,307,143

FINANCIALS - 18.1%

Capital Markets - 4.1%

Ashmore Group PLC

1,250,000

7,347,703

Bank of New York Mellon Corp.

400,000

9,652,000

Goldman Sachs Group, Inc.

200,000

24,874,000

KKR & Co. LP

450,000

6,673,500

Manning & Napier, Inc.

200,000

2,940,000

Morgan Stanley

1,050,000

20,622,000

The Blackstone Group LP

400,000

6,376,000

 

78,485,203

Commercial Banks - 5.4%

Alliance Financial Corp.

200,000

6,062,000

BB&T Corp.

550,000

17,264,500

First Niagara Financial Group, Inc.

400,000

3,936,000

First Republic Bank (a)

125,000

4,117,500

M&T Bank Corp.

70,000

6,081,600

SunTrust Banks, Inc.

325,000

7,855,250

Wells Fargo & Co.

1,750,000

59,745,000

 

105,061,850

Diversified Financial Services - 5.5%

JPMorgan Chase & Co.

1,750,000

80,465,000

KKR Financial Holdings LLC

2,200,000

20,262,000

New Academy Holding Co. LLC unit (e)(f)

60,000

6,628,800

 

107,355,800

Insurance - 2.4%

ACE Ltd.

137,500

10,065,000

Allstate Corp.

225,000

7,407,000

Brasil Insurance Participacoes e Administracao SA

400,000

4,271,749

Hanover Insurance Group, Inc.

125,000

5,140,000

Lincoln National Corp.

300,000

7,908,000

MetLife, Inc.

200,000

7,470,000

RenaissanceRe Holdings Ltd.

50,000

3,786,500

 

46,048,249

Thrifts & Mortgage Finance - 0.7%

MGIC Investment Corp. (a)(d)

1,000,044

4,960,218

Radian Group, Inc. (d)

1,934,300

8,414,205

 

13,374,423

TOTAL FINANCIALS

350,325,525

 

Shares

Value

HEALTH CARE - 10.7%

Biotechnology - 1.7%

Alexion Pharmaceuticals, Inc. (a)

20,000

$ 1,857,200

Alnylam Pharmaceuticals, Inc. (a)

350,000

3,874,500

Amgen, Inc.

205,000

13,937,950

Gentium SpA sponsored ADR (a)

61,500

536,280

Gilead Sciences, Inc. (a)

100,000

4,885,000

PDL BioPharma, Inc. (d)

675,000

4,286,250

Synageva BioPharma Corp. (a)

75,000

2,690,250

Vertex Pharmaceuticals, Inc. (a)

27,900

1,144,179

 

33,211,609

Health Care Equipment & Supplies - 0.7%

Align Technology, Inc. (a)

75,000

2,066,250

EnteroMedics, Inc. (a)

422,730

955,370

HeartWare International, Inc. (a)(d)

75,000

4,926,750

St. Jude Medical, Inc.

75,000

3,323,250

Zimmer Holdings, Inc.

30,000

1,928,400

 

13,200,020

Health Care Providers & Services - 3.6%

Brookdale Senior Living, Inc. (a)

300,000

5,616,000

Emeritus Corp. (a)

153,472

2,710,316

Express Scripts, Inc. (a)

75,000

4,063,500

IPC The Hospitalist Co., Inc. (a)

105,000

3,875,550

Laboratory Corp. of America Holdings (a)

30,000

2,746,200

LHC Group, Inc. (a)

200,000

3,706,000

McKesson Corp.

225,000

19,748,250

MEDNAX, Inc. (a)

40,000

2,974,800

Quest Diagnostics, Inc.

50,000

3,057,500

WellPoint, Inc.

275,000

20,295,000

 

68,793,116

Health Care Technology - 0.2%

Epocrates, Inc. (a)

100,000

858,000

MedAssets, Inc. (a)

250,000

3,290,000

 

4,148,000

Pharmaceuticals - 4.5%

Abbott Laboratories

100,000

6,129,000

Auxilium Pharmaceuticals, Inc. (a)

75,000

1,392,750

Elan Corp. PLC sponsored ADR (a)

125,000

1,876,250

GlaxoSmithKline PLC sponsored ADR

287,500

12,911,625

Merck & Co., Inc.

600,000

23,040,000

Pfizer, Inc.

1,575,000

35,689,500

Roche Holding AG (participation certificate)

25,000

4,350,836

XenoPort, Inc. (a)

490,900

2,209,050

 

87,599,011

TOTAL HEALTH CARE

206,951,756

INDUSTRIALS - 8.1%

Aerospace & Defense - 1.4%

Honeywell International, Inc.

225,000

13,736,250

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Aerospace & Defense - continued

Lockheed Martin Corp.

50,000

$ 4,493,000

Rockwell Collins, Inc.

17,500

1,007,300

United Technologies Corp.

100,000

8,294,000

 

27,530,550

Air Freight & Logistics - 0.3%

C.H. Robinson Worldwide, Inc.

100,000

6,549,000

Building Products - 0.7%

Lennox International, Inc.

75,000

3,022,500

Owens Corning (a)

225,000

8,106,750

Quanex Building Products Corp.

150,000

2,644,500

 

13,773,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

400,000

6,492,000

EnerNOC, Inc. (a)(d)

250,000

1,800,000

Interface, Inc. Class A

250,000

3,487,500

Standard Parking Corp. (a)

175,000

3,587,500

 

15,367,000

Construction & Engineering - 0.6%

Fluor Corp.

75,000

4,503,000

Quanta Services, Inc. (a)

300,000

6,270,000

 

10,773,000

Electrical Equipment - 0.2%

GrafTech International Ltd. (a)

225,000

2,686,500

Polypore International, Inc. (a)(d)

30,000

1,054,800

 

3,741,300

Industrial Conglomerates - 1.8%

General Electric Co.

1,500,000

30,105,000

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

225,200

4,582,820

 

34,687,820

Machinery - 0.7%

Ingersoll-Rand PLC

300,000

12,405,000

PACCAR, Inc.

22,500

1,053,675

 

13,458,675

Professional Services - 1.0%

Acacia Research Corp. (f)

85,000

3,193,110

Acacia Research Corp. - Acacia Technologies (a)

190,000

7,930,600

Michael Page International PLC

1,050,000

8,061,480

 

19,185,190

Road & Rail - 0.6%

Con-way, Inc.

100,000

3,261,000

 

Shares

Value

CSX Corp.

200,000

$ 4,304,000

Swift Transporation Co. (a)

325,000

3,750,500

 

11,315,500

TOTAL INDUSTRIALS

156,381,785

INFORMATION TECHNOLOGY - 25.7%

Communications Equipment - 2.5%

Acme Packet, Inc. (a)

100,000

2,752,000

Brocade Communications Systems, Inc. (a)

1,050,000

6,037,500

Cisco Systems, Inc.

1,300,000

27,495,000

Juniper Networks, Inc. (a)

500,000

11,440,000

 

47,724,500

Computers & Peripherals - 6.2%

Apple, Inc. (a)

180,000

107,904,600

Fusion-io, Inc.

59,000

1,676,190

Hewlett-Packard Co.

479,000

11,414,570

 

120,995,360

Electronic Equipment & Components - 1.7%

Avnet, Inc. (a)

175,000

6,368,250

Corning, Inc.

1,200,000

16,896,000

Everlight Electronics Co. Ltd.

1,250,000

2,626,495

Fabrinet (a)

175,000

3,099,250

Itron, Inc. (a)

100,000

4,541,000

 

33,530,995

Internet Software & Services - 3.6%

Constant Contact, Inc. (a)(d)

100,000

2,979,000

Google, Inc. Class A (a)

85,000

54,505,400

SciQuest, Inc. (a)

450,010

6,858,152

VeriSign, Inc.

125,000

4,792,500

 

69,135,052

IT Services - 7.5%

Cognizant Technology Solutions Corp. Class A (a)

205,000

15,774,750

Fidelity National Information Services, Inc.

125,000

4,140,000

IBM Corp.

175,000

36,513,750

MasterCard, Inc. Class A

75,000

31,540,500

Paychex, Inc.

825,000

25,566,750

Visa, Inc. Class A

275,000

32,450,000

 

145,985,750

Semiconductors & Semiconductor Equipment - 2.3%

KLA-Tencor Corp.

100,000

5,442,000

Lam Research Corp. (a)

75,000

3,346,500

NXP Semiconductors NV (a)

218,300

5,808,963

Siliconware Precision Industries Co. Ltd. sponsored ADR (d)

1,500,000

9,060,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000,000

15,280,000

Tessera Technologies, Inc.

304,700

5,256,075

 

44,193,538

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - 1.9%

Citrix Systems, Inc. (a)

25,000

$ 1,972,750

Concur Technologies, Inc. (a)

50,000

2,869,000

Kenexa Corp. (a)

50,000

1,562,000

Nuance Communications, Inc. (a)

225,000

5,755,500

Oracle Corp.

500,000

14,580,000

salesforce.com, Inc. (a)

50,000

7,725,500

VMware, Inc. Class A (a)

25,000

2,809,250

 

37,274,000

TOTAL INFORMATION TECHNOLOGY

498,839,195

MATERIALS - 1.8%

Chemicals - 1.0%

Air Products & Chemicals, Inc.

25,000

2,295,000

Cabot Corp.

110,000

4,694,800

Ecolab, Inc.

110,000

6,789,200

Olin Corp.

125,000

2,718,750

W.R. Grace & Co. (a)

50,000

2,890,000

 

19,387,750

Metals & Mining - 0.8%

Gem Diamonds Ltd. (a)

975,000

4,265,267

Nucor Corp.

250,000

10,737,500

 

15,002,767

TOTAL MATERIALS

34,390,517

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Cbeyond, Inc. (a)

150,000

1,200,000

UTILITIES - 0.8%

Electric Utilities - 0.6%

Entergy Corp.

50,000

3,360,000

NextEra Energy, Inc.

125,000

7,635,000

 

10,995,000

Multi-Utilities - 0.2%

TECO Energy, Inc.

225,000

3,948,750

TOTAL UTILITIES

14,943,750

TOTAL COMMON STOCKS

(Cost $1,627,105,965)


1,828,179,148

Nonconvertible Preferred Stocks - 2.2%

Shares

Value

CONSUMER DISCRETIONARY - 2.2%

Automobiles - 2.2%

Porsche Automobil Holding SE (Germany)

349,950

$ 20,651,954

Volkswagen AG

120,000

21,101,010

 

41,752,964

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $37,242,496)


41,752,964

Convertible Bonds - 0.1%

 

Principal Amount

 

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17 (f)

(Cost $2,000,000)

$ 2,000,000


1,781,120

Money Market Funds - 4.4%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

66,672,156

66,672,156

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

19,652,710

19,652,710

TOTAL MONEY MARKET FUNDS

(Cost $86,324,866)


86,324,866

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $1,752,673,327)

1,958,038,098

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(19,366,568)

NET ASSETS - 100%

$ 1,938,671,530

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,603,030 or 0.6% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Acacia Research Corp.

2/16/12

$ 3,123,750

Amyris, Inc. 3% 2/27/17

2/27/12

$ 2,000,000

New Academy Holding Co. LLC unit

8/1/11

$ 6,324,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 31,331

Fidelity Securities Lending Cash Central Fund

253,352

Total

$ 284,683

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 207,692,959

$ 207,692,959

$ -

$ -

Consumer Staples

195,899,482

195,899,482

-

-

Energy

203,307,143

203,307,143

-

-

Financials

350,325,525

343,696,725

-

6,628,800

Health Care

206,951,756

206,951,756

-

-

Industrials

156,381,785

153,188,675

3,193,110

-

Information Technology

498,839,195

498,839,195

-

-

Materials

34,390,517

34,390,517

-

-

Telecommunication Services

1,200,000

1,200,000

-

-

Utilities

14,943,750

14,943,750

-

-

Corporate Bonds

1,781,120

-

-

1,781,120

Money Market Funds

86,324,866

86,324,866

-

-

Total Investments in Securities:

$ 1,958,038,098

$ 1,946,435,068

$ 3,193,110

$ 8,409,920

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

Investments in Securities:

Beginning Balance

$ 6,024,000

Total Realized Gain (Loss)

(2)

Total Unrealized Gain (Loss)

385,922

Cost of Purchases

2,000,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 8,409,920

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ 385,920

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

86.6%

United Kingdom

4.1%

Germany

2.2%

Taiwan

1.3%

Switzerland

1.2%

Canada

1.0%

Others (Individually Less Than 1%)

3.6%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $18,854,874) - See accompanying schedule:

Unaffiliated issuers (cost $1,666,348,461)

$ 1,871,713,232

 

Fidelity Central Funds (cost $86,324,866)

86,324,866

 

Total Investments (cost $1,752,673,327)

 

$ 1,958,038,098

Receivable for investments sold

36

Receivable for fund shares sold

236,273

Dividends receivable

2,262,901

Interest receivable

5,500

Distributions receivable from Fidelity Central Funds

41,823

Prepaid expenses

2,291

Other receivables

69,517

Total assets

1,960,656,439

 

 

 

Liabilities

Payable for investments purchased

$ 454,767

Payable for fund shares redeemed

861,247

Accrued management fee

683,607

Distribution and service plan fees payable

35,942

Other affiliated payables

197,985

Other payables and accrued expenses

98,651

Collateral on securities loaned, at value

19,652,710

Total liabilities

21,984,909

 

 

 

Net Assets

$ 1,938,671,530

Net Assets consist of:

 

Paid in capital

$ 2,191,209,959

Undistributed net investment income

5,739,742

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

(463,644,186)

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

205,366,015

Net Assets

$ 1,938,671,530

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($1,572,662,822 ÷ 93,407,031 shares)

$ 16.84

 

 

 

Class A:
Net Asset Value and redemption price per share ($123,799,344 ÷ 7,488,477 shares)

$ 16.53

 

 

 

Maximum offering price per share (100/94.25 of $16.53)

$ 17.54

Class T:
Net Asset Value and redemption price per share ($14,132,828 ÷ 858,108 shares)

$ 16.47

 

 

 

Maximum offering price per share (100/96.50 of $16.47)

$ 17.07

Class B:
Net Asset Value and offering price per share ($967,564 ÷ 59,340 shares)A

$ 16.31

 

 

 

Class C:
Net Asset Value and offering price per share ($4,672,498 ÷ 287,178 shares)A

$ 16.27

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($222,436,474 ÷ 12,964,766 shares)

$ 17.16

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 16,567,823

Interest

 

5,588

Income from Fidelity Central Funds

 

284,683

Total income

 

16,858,094

 

 

 

Expenses

Management fee

$ 3,788,290

Transfer agent fees

660,113

Distribution and service plan fees

197,077

Accounting and security lending fees

274,136

Custodian fees and expenses

24,613

Independent trustees' compensation

5,580

Appreciation in deferred trustee compensation account

342

Registration fees

35,333

Audit

34,965

Legal

13,702

Miscellaneous

8,879

Total expenses before reductions

5,043,030

Expense reductions

(28,345)

5,014,685

Net investment income (loss)

11,843,409

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

32,315,006

Foreign currency transactions

96,790

Total net realized gain (loss)

 

32,411,796

Change in net unrealized appreciation (depreciation) on:

Investment securities

388,821,261

Assets and liabilities in foreign currencies

13,478

Total change in net unrealized appreciation (depreciation)

 

388,834,739

Net gain (loss)

421,246,535

Net increase (decrease) in net assets resulting from operations

$ 433,089,944

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,843,409

$ 20,383,560

Net realized gain (loss)

32,411,796

107,987,447

Change in net unrealized appreciation (depreciation)

388,834,739

(113,032,427)

Net increase (decrease) in net assets resulting from operations

433,089,944

15,338,580

Distributions to shareholders from net investment income

(22,240,486)

(17,474,487)

Distributions to shareholders from net realized gain

(3,331,372)

(5,265,348)

Total distributions

(25,571,858)

(22,739,835)

Share transactions - net increase (decrease)

(30,668,907)

(50,888,703)

Total increase (decrease) in net assets

376,849,179

(58,289,958)

 

 

 

Net Assets

Beginning of period

1,561,822,351

1,620,112,309

End of period (including undistributed net investment income of $5,739,742 and undistributed net investment income of $16,136,819, respectively)

$ 1,938,671,530

$ 1,561,822,351

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .11

.18

.15

.13

.20

.15

Net realized and unrealized gain (loss)

  3.63

(.20)

1.21

.29

(5.41)

2.62

Total from investment operations

  3.74

(.02)

1.36

.42

(5.21)

2.77

Distributions from net investment income

  (.20)

(.15)

(.14)

(.15)

(.17)

(.15)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.23)

(.20) J

(.14) I

(.15)

(.17)

(.15)

Net asset value, end of period

$ 16.84

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

Total Return B, C, D

  28.30%

(.32)%

11.15%

4.04%

(30.13)%

18.83%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of fee waivers, if any

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of all reductions

  .51% A

.50%

.50%

.50%

.48%

.48%

Net investment income (loss)

  1.40% A

1.20%

1.20%

1.34%

1.30%

.95%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,572,663

$ 1,268,316

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. ITotal 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. JTotal distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .08

.13

.10

.08

.13

.08

Net realized and unrealized gain (loss)

  3.56

(.20)

1.19

.30

(5.29)

2.56

Total from investment operations

  3.64

(.07)

1.29

.38

(5.16)

2.64

Distributions from net investment income

  (.15)

(.10)

(.09)

(.09)

(.11)

(.10)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.18)

(.14)

(.10)

(.09)

(.11)

(.10)

Net asset value, end of period

$ 16.53

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

Total Return B, C, D, E

  28.02%

(.62)%

10.70%

3.59%

(30.42)%

18.25%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of fee waivers, if any

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of all reductions

  .84% A

.85%

.87%

.93%

.91%

.90%

Net investment income (loss)

  1.06% A

.85%

.82%

.90%

.87%

.52%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 123,799

$ 98,808

$ 110,672

$ 129,758

$ 124,522

$ 182,686

Portfolio turnover rate H

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ETotal returns do not include the effect of the sales charges. FCalculated based on average shares outstanding during the period. GFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. HAmount does not include the portfolio activity of any underlying Fidelity Central Funds. IExpense 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.06

.05

.05

.08

.03

Net realized and unrealized gain (loss)

  3.54

(.19)

1.18

.32

(5.26)

2.54

Total from investment operations

  3.59

(.13)

1.23

.37

(5.18)

2.57

Distributions from net investment income

  (.08)

(.05)

(.05)

(.02)

(.04)

(.11)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.11)

(.09)

(.06)

(.02)

(.04)

(.11)

Net asset value, end of period

$ 16.47

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

Total Return B, C, D

  27.73%

(1.05)%

10.25%

3.25%

(30.69)%

17.90%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of fee waivers, if any

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of all reductions

  1.28% A

1.28%

1.29%

1.32%

1.26%

1.22%

Net investment income (loss)

  .62% A

.42%

.40%

.52%

.53%

.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,133

$ 11,251

$ 12,051

$ 11,378

$ 12,444

$ 26,732

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- J

- J

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.17

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.16

.31

(5.21)

2.48

Distributions from net investment income

  - J

-

(.01)

-

-

(.06)

Distributions from net realized gain

  (.03)

(.02)

(.01)

-

-

-

Total distributions

  (.03)

(.02)

(.02)

-

-

(.06)

Net asset value, end of period

$ 16.31

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.49%

(1.57)%

9.72%

2.67%

(31.01)%

17.26%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.80%

Net investment income (loss)

  .14% A

(.07)%

(.10)%

.02%

-% H

(.37)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 968

$ 776

$ 1,060

$ 1,072

$ 853

$ 1,356

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HAmount represents less than .01%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- I

- I

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.16

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.15

.31

(5.21)

2.48

Distributions from net investment income

  (.03)

-

(.01)

-

-

(.05)

Distributions from net realized gain

  (.03)

(.03)

(.01)

-

-

-

Total distributions

  (.06)

(.03)

(.01) J

-

-

(.05)

Net asset value, end of period

$ 16.27

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.51%

(1.58)%

9.69%

2.67%

(31.01)%

17.31%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.78%

Net investment income (loss)

  .14% A

(.07)%

(.09)%

.03%

.01%

(.36)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,672

$ 3,030

$ 2,853

$ 2,501

$ 2,676

$ 4,897

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. IAmount represents less than $.01 per share. JTotal 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .09

.15

.11

.10

.17

.12

Net realized and unrealized gain (loss)

  3.70

(.20)

1.24

.34

(5.45)

2.67

Total from investment operations

  3.79

(.05)

1.35

.44

(5.28)

2.79

Distributions from net investment income

  (.18)

(.15)

(.10)

(.02)

(.13)

-

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.21)

(.19)

(.10) H

(.02)

(.13)

-

Net asset value, end of period

$ 17.16

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

Total Return B, C

  28.10%

(.50)%

10.81%

3.75%

(30.25)%

18.89%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of fee waivers, if any

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of all reductions

  .75% A

.73%

.77%

.77%

.69%

.64%

Net investment income (loss)

  1.15% A

.97%

.92%

1.06%

1.10%

.78%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 222,436

$ 179,641

$ 34,740

$ 1,344

$ 5,242

$ 42,212

Portfolio turnover rate F

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GExpense 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. HTotal 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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 March 31, 2012, 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:

Semiannual Report

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 these securities 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. 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.

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.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, 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

$ 314,305,133

Gross unrealized depreciation

(118,968,890)

Net unrealized appreciation (depreciation) on securities and other investments

$ 195,336,243

 

 

Tax cost

$ 1,762,701,855

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (450,735,013)

2018

(24,002,417)

Total capital loss carryforward

$ (474,737,430)

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 $291,601,390 and $358,127,648, 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 .17% of the Fund's average net assets and an annualized 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 annualized management fee rate was .43% of the Fund's average net assets.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of 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

-%

.25%

$ 141,485

$ 22,380

Class T

.25%

.25%

31,924

21

Class B

.75%

.25%

4,501

3,376

Class C

.75%

.25%

19,167

4,055

 

 

 

$ 197,077

$ 29,832

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 12,019

Class T

3,314

Class B*

954

Class C*

369

 

$ 16,656

* 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

$ 273,287

.04

Class A

70,408

.12

Class T

19,919

.31

Class B

1,344

.30

Class C

5,715

.30

Institutional Class

289,440

.28

 

$ 660,113

 

* Annualized

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $8,933 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,700 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $253,352, including $376 from securities loaned to FCM.

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 $28,314 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $31.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
March 31, 2012

Year ended
September 30, 2011

From net investment income

 

 

Class O

$ 18,723,610

$ 15,800,906

Class A

1,121,461

793,484

Class T

65,856

41,691

Class B

60

-

Class C

6,521

-

Institutional Class

2,322,978

838,406

Total

$ 22,240,486

$ 17,474,487

 

From net realized gain

 

 

Class O

$ 2,701,394

$ 4,604,191

Class A

218,271

359,871

Class T

24,485

39,878

Class B

1,755

1,300

Class C

7,004

5,695

Institutional Class

378,463

254,413

Total

$ 3,331,372

$ 5,265,348

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31, 2012

Year ended
September 30, 2011

Six months ended
March 31, 2012

Year ended
September 30, 2011

Class O

 

 

 

 

Shares sold

4,148,806

5,397,022

$ 65,237,657

$ 80,718,498

Reinvestment of distributions

1,264,505

1,202,134

18,689,381

17,731,460

Shares redeemed

(7,149,796)

(19,120,847)

(109,754,165)

(289,198,834)

Net increase (decrease)

(1,736,485)

(12,521,691)

$ (25,827,127)

$ (190,748,876)

Class A

 

 

 

 

Shares sold

678,855

1,717,597

$ 10,140,053

$ 25,412,083

Reinvestment of distributions

87,570

74,702

1,272,398

1,083,158

Shares redeemed

(838,581)

(2,563,138)

(12,609,079)

(37,854,858)

Net increase (decrease)

(72,156)

(770,839)

$ (1,196,628)

$ (11,359,617)

Class T

 

 

 

 

Shares sold

88,559

158,749

$ 1,326,907

$ 2,355,345

Reinvestment of distributions

5,997

5,400

86,960

78,078

Shares redeemed

(102,911)

(209,985)

(1,519,794)

(3,151,921)

Net increase (decrease)

(8,355)

(45,836)

$ (105,927)

$ (718,498)

Class B

 

 

 

 

Shares sold

5,809

6,828

$ 86,823

$ 96,696

Reinvestment of distributions

118

83

1,690

1,194

Shares redeemed

(7,154)

(27,678)

(109,716)

(405,514)

Net increase (decrease)

(1,227)

(20,767)

$ (21,203)

$ (307,624)

Class C

 

 

 

 

Shares sold

77,803

65,288

$ 1,148,379

$ 956,325

Reinvestment of distributions

890

370

12,767

5,303

Shares redeemed

(27,940)

(47,958)

(410,883)

(699,223)

Net increase (decrease)

50,753

17,700

$ 750,263

$ 262,405

Institutional Class

 

 

 

 

Shares sold

33,089

11,431,490

$ 512,440

$ 163,363,083

Reinvestment of distributions

178,776

72,217

2,695,938

1,086,867

Shares redeemed

(478,891)

(785,458)

(7,476,663)

(12,466,443)

Net increase (decrease)

(267,026)

10,718,249

$ (4,268,285)

$ 151,983,507

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

DESIN-USAN-0512
1.791869.108

(Fidelity Investment logo)(registered trademark)

def455896

Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Diversified Stock Fund -

Class O

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,283.00

$ 2.91

HypotheticalA

 

$ 1,000.00

$ 1,022.45

$ 2.58

Class A

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,280.20

$ 4.85

HypotheticalA

 

$ 1,000.00

$ 1,020.75

$ 4.29

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 1,277.30

$ 7.29

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.46

Class B

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.90

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Class C

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,275.10

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.00

$ 4.33

HypotheticalA

 

$ 1,000.00

$ 1,021.20

$ 3.84

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

5.5

5.1

JPMorgan Chase & Co.

4.2

3.8

Wells Fargo & Co.

3.1

3.2

Chevron Corp.

2.9

3.1

Google, Inc. Class A

2.8

3.3

Comcast Corp. Class A

1.9

1.2

IBM Corp.

1.9

2.0

Pfizer, Inc.

1.8

1.8

PepsiCo, Inc.

1.7

2.4

Visa, Inc. Class A

1.7

1.8

 

27.5

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

25.7

26.4

Financials

18.1

17.5

Consumer Discretionary

10.7

9.3

Health Care

10.7

9.7

Energy

10.6

13.8

Asset Allocation (% of fund's net assets)

As of March 31, 2012*

As of September 30, 2011**

def455903

Stocks 96.5%

 

def455903

Stocks 97.2%

 

def455906

Convertible
Securities 0.1%

 

def455908

Convertible
Securities 0.0%

 

def455910

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.4%

 

def455910

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.8%

 

* Foreign investments

13.4%

 

** Foreign investments

15.7%

 

def455913

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.3%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Auto Components - 0.2%

Delphi Automotive PLC

50,000

$ 1,580,000

TRW Automotive Holdings Corp. (a)

50,000

2,322,500

 

3,902,500

Distributors - 0.3%

Li & Fung Ltd.

2,374,000

5,447,703

Hotels, Restaurants & Leisure - 0.6%

Red Robin Gourmet Burgers, Inc. (a)

100,000

3,719,000

Ruth's Hospitality Group, Inc. (a)

500,000

3,795,000

Texas Roadhouse, Inc. Class A

225,000

3,744,000

 

11,258,000

Household Durables - 0.5%

D.R. Horton, Inc.

200,000

3,034,000

iRobot Corp. (a)

75,000

2,044,500

KB Home (d)

250,000

2,225,000

Toll Brothers, Inc. (a)

125,000

2,998,750

 

10,302,250

Media - 4.2%

Comcast Corp. Class A

1,250,000

37,512,500

DreamWorks Animation SKG, Inc. Class A (a)

225,000

4,151,250

News Corp. Class A

250,000

4,922,500

The Walt Disney Co.

500,000

21,890,000

Time Warner, Inc.

375,000

14,156,250

 

82,632,500

Multiline Retail - 0.7%

Dollar General Corp. (a)

55,000

2,541,000

Target Corp.

195,000

11,362,650

 

13,903,650

Specialty Retail - 1.9%

Citi Trends, Inc. (a)

325,000

3,724,500

Destination Maternity Corp.

200,000

3,714,000

Francescas Holdings Corp. (a)

120,000

3,793,200

Lowe's Companies, Inc.

550,000

17,259,000

Lumber Liquidators Holdings, Inc. (a)

51,329

1,288,871

Staples, Inc.

300,000

4,854,000

Talbots, Inc. (a)

700,000

2,121,000

 

36,754,571

Textiles, Apparel & Luxury Goods - 0.1%

Arezzo Industria e Comercio SA

100,000

1,738,821

TOTAL CONSUMER DISCRETIONARY

165,939,995

CONSUMER STAPLES - 10.1%

Beverages - 2.8%

Beam, Inc.

75,000

4,392,750

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

200,000

4,718,000

 

Shares

Value

Molson Coors Brewing Co. Class B

100,000

$ 4,525,000

PepsiCo, Inc.

500,000

33,175,000

The Coca-Cola Co.

100,000

7,401,000

 

54,211,750

Food & Staples Retailing - 1.2%

CVS Caremark Corp.

215,000

9,632,000

Drogasil SA

375,000

3,645,363

Walgreen Co.

275,000

9,209,750

 

22,487,113

Food Products - 1.0%

Danone

225,000

15,693,726

Green Mountain Coffee Roasters, Inc. (a)

86,363

4,045,243

 

19,738,969

Household Products - 2.8%

Colgate-Palmolive Co.

240,000

23,467,200

Procter & Gamble Co.

450,000

30,244,500

 

53,711,700

Tobacco - 2.3%

Altria Group, Inc.

250,000

7,717,500

British American Tobacco PLC sponsored ADR

135,000

13,664,700

Philip Morris International, Inc.

275,000

24,367,750

 

45,749,950

TOTAL CONSUMER STAPLES

195,899,482

ENERGY - 10.5%

Energy Equipment & Services - 1.7%

Cameron International Corp. (a)

50,000

2,641,500

Halliburton Co.

250,000

8,297,500

Helmerich & Payne, Inc.

50,000

2,697,500

McDermott International, Inc. (a)

154,500

1,979,145

National Oilwell Varco, Inc.

75,000

5,960,250

Noble Corp.

250,000

9,367,500

Trinidad Drilling Ltd.

300,000

1,948,774

 

32,892,169

Oil, Gas & Consumable Fuels - 8.8%

Amyris, Inc. (a)(d)

325,000

1,683,500

Apache Corp.

100,000

10,044,000

BP PLC sponsored ADR

400,000

18,000,000

Canadian Natural Resources Ltd.

175,000

5,799,709

Chevron Corp.

525,000

56,301,000

Clean Energy Fuels Corp. (a)(d)

175,000

3,724,000

EXCO Resources, Inc. (d)

400,000

2,652,000

Exxon Mobil Corp.

175,000

15,177,750

Hess Corp.

75,000

4,421,250

HollyFrontier Corp.

125,000

4,018,750

Newfield Exploration Co. (a)

50,000

1,734,000

Peabody Energy Corp.

150,000

4,344,000

Plains Exploration & Production Co. (a)

100,000

4,265,000

QEP Resources, Inc.

100,000

3,050,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Royal Dutch Shell PLC Class A sponsored ADR

275,000

$ 19,285,750

Suncor Energy, Inc.

350,000

11,434,515

Whiting Petroleum Corp. (a)

82,500

4,479,750

 

170,414,974

TOTAL ENERGY

203,307,143

FINANCIALS - 18.1%

Capital Markets - 4.1%

Ashmore Group PLC

1,250,000

7,347,703

Bank of New York Mellon Corp.

400,000

9,652,000

Goldman Sachs Group, Inc.

200,000

24,874,000

KKR & Co. LP

450,000

6,673,500

Manning & Napier, Inc.

200,000

2,940,000

Morgan Stanley

1,050,000

20,622,000

The Blackstone Group LP

400,000

6,376,000

 

78,485,203

Commercial Banks - 5.4%

Alliance Financial Corp.

200,000

6,062,000

BB&T Corp.

550,000

17,264,500

First Niagara Financial Group, Inc.

400,000

3,936,000

First Republic Bank (a)

125,000

4,117,500

M&T Bank Corp.

70,000

6,081,600

SunTrust Banks, Inc.

325,000

7,855,250

Wells Fargo & Co.

1,750,000

59,745,000

 

105,061,850

Diversified Financial Services - 5.5%

JPMorgan Chase & Co.

1,750,000

80,465,000

KKR Financial Holdings LLC

2,200,000

20,262,000

New Academy Holding Co. LLC unit (e)(f)

60,000

6,628,800

 

107,355,800

Insurance - 2.4%

ACE Ltd.

137,500

10,065,000

Allstate Corp.

225,000

7,407,000

Brasil Insurance Participacoes e Administracao SA

400,000

4,271,749

Hanover Insurance Group, Inc.

125,000

5,140,000

Lincoln National Corp.

300,000

7,908,000

MetLife, Inc.

200,000

7,470,000

RenaissanceRe Holdings Ltd.

50,000

3,786,500

 

46,048,249

Thrifts & Mortgage Finance - 0.7%

MGIC Investment Corp. (a)(d)

1,000,044

4,960,218

Radian Group, Inc. (d)

1,934,300

8,414,205

 

13,374,423

TOTAL FINANCIALS

350,325,525

 

Shares

Value

HEALTH CARE - 10.7%

Biotechnology - 1.7%

Alexion Pharmaceuticals, Inc. (a)

20,000

$ 1,857,200

Alnylam Pharmaceuticals, Inc. (a)

350,000

3,874,500

Amgen, Inc.

205,000

13,937,950

Gentium SpA sponsored ADR (a)

61,500

536,280

Gilead Sciences, Inc. (a)

100,000

4,885,000

PDL BioPharma, Inc. (d)

675,000

4,286,250

Synageva BioPharma Corp. (a)

75,000

2,690,250

Vertex Pharmaceuticals, Inc. (a)

27,900

1,144,179

 

33,211,609

Health Care Equipment & Supplies - 0.7%

Align Technology, Inc. (a)

75,000

2,066,250

EnteroMedics, Inc. (a)

422,730

955,370

HeartWare International, Inc. (a)(d)

75,000

4,926,750

St. Jude Medical, Inc.

75,000

3,323,250

Zimmer Holdings, Inc.

30,000

1,928,400

 

13,200,020

Health Care Providers & Services - 3.6%

Brookdale Senior Living, Inc. (a)

300,000

5,616,000

Emeritus Corp. (a)

153,472

2,710,316

Express Scripts, Inc. (a)

75,000

4,063,500

IPC The Hospitalist Co., Inc. (a)

105,000

3,875,550

Laboratory Corp. of America Holdings (a)

30,000

2,746,200

LHC Group, Inc. (a)

200,000

3,706,000

McKesson Corp.

225,000

19,748,250

MEDNAX, Inc. (a)

40,000

2,974,800

Quest Diagnostics, Inc.

50,000

3,057,500

WellPoint, Inc.

275,000

20,295,000

 

68,793,116

Health Care Technology - 0.2%

Epocrates, Inc. (a)

100,000

858,000

MedAssets, Inc. (a)

250,000

3,290,000

 

4,148,000

Pharmaceuticals - 4.5%

Abbott Laboratories

100,000

6,129,000

Auxilium Pharmaceuticals, Inc. (a)

75,000

1,392,750

Elan Corp. PLC sponsored ADR (a)

125,000

1,876,250

GlaxoSmithKline PLC sponsored ADR

287,500

12,911,625

Merck & Co., Inc.

600,000

23,040,000

Pfizer, Inc.

1,575,000

35,689,500

Roche Holding AG (participation certificate)

25,000

4,350,836

XenoPort, Inc. (a)

490,900

2,209,050

 

87,599,011

TOTAL HEALTH CARE

206,951,756

INDUSTRIALS - 8.1%

Aerospace & Defense - 1.4%

Honeywell International, Inc.

225,000

13,736,250

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Aerospace & Defense - continued

Lockheed Martin Corp.

50,000

$ 4,493,000

Rockwell Collins, Inc.

17,500

1,007,300

United Technologies Corp.

100,000

8,294,000

 

27,530,550

Air Freight & Logistics - 0.3%

C.H. Robinson Worldwide, Inc.

100,000

6,549,000

Building Products - 0.7%

Lennox International, Inc.

75,000

3,022,500

Owens Corning (a)

225,000

8,106,750

Quanex Building Products Corp.

150,000

2,644,500

 

13,773,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

400,000

6,492,000

EnerNOC, Inc. (a)(d)

250,000

1,800,000

Interface, Inc. Class A

250,000

3,487,500

Standard Parking Corp. (a)

175,000

3,587,500

 

15,367,000

Construction & Engineering - 0.6%

Fluor Corp.

75,000

4,503,000

Quanta Services, Inc. (a)

300,000

6,270,000

 

10,773,000

Electrical Equipment - 0.2%

GrafTech International Ltd. (a)

225,000

2,686,500

Polypore International, Inc. (a)(d)

30,000

1,054,800

 

3,741,300

Industrial Conglomerates - 1.8%

General Electric Co.

1,500,000

30,105,000

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

225,200

4,582,820

 

34,687,820

Machinery - 0.7%

Ingersoll-Rand PLC

300,000

12,405,000

PACCAR, Inc.

22,500

1,053,675

 

13,458,675

Professional Services - 1.0%

Acacia Research Corp. (f)

85,000

3,193,110

Acacia Research Corp. - Acacia Technologies (a)

190,000

7,930,600

Michael Page International PLC

1,050,000

8,061,480

 

19,185,190

Road & Rail - 0.6%

Con-way, Inc.

100,000

3,261,000

 

Shares

Value

CSX Corp.

200,000

$ 4,304,000

Swift Transporation Co. (a)

325,000

3,750,500

 

11,315,500

TOTAL INDUSTRIALS

156,381,785

INFORMATION TECHNOLOGY - 25.7%

Communications Equipment - 2.5%

Acme Packet, Inc. (a)

100,000

2,752,000

Brocade Communications Systems, Inc. (a)

1,050,000

6,037,500

Cisco Systems, Inc.

1,300,000

27,495,000

Juniper Networks, Inc. (a)

500,000

11,440,000

 

47,724,500

Computers & Peripherals - 6.2%

Apple, Inc. (a)

180,000

107,904,600

Fusion-io, Inc.

59,000

1,676,190

Hewlett-Packard Co.

479,000

11,414,570

 

120,995,360

Electronic Equipment & Components - 1.7%

Avnet, Inc. (a)

175,000

6,368,250

Corning, Inc.

1,200,000

16,896,000

Everlight Electronics Co. Ltd.

1,250,000

2,626,495

Fabrinet (a)

175,000

3,099,250

Itron, Inc. (a)

100,000

4,541,000

 

33,530,995

Internet Software & Services - 3.6%

Constant Contact, Inc. (a)(d)

100,000

2,979,000

Google, Inc. Class A (a)

85,000

54,505,400

SciQuest, Inc. (a)

450,010

6,858,152

VeriSign, Inc.

125,000

4,792,500

 

69,135,052

IT Services - 7.5%

Cognizant Technology Solutions Corp. Class A (a)

205,000

15,774,750

Fidelity National Information Services, Inc.

125,000

4,140,000

IBM Corp.

175,000

36,513,750

MasterCard, Inc. Class A

75,000

31,540,500

Paychex, Inc.

825,000

25,566,750

Visa, Inc. Class A

275,000

32,450,000

 

145,985,750

Semiconductors & Semiconductor Equipment - 2.3%

KLA-Tencor Corp.

100,000

5,442,000

Lam Research Corp. (a)

75,000

3,346,500

NXP Semiconductors NV (a)

218,300

5,808,963

Siliconware Precision Industries Co. Ltd. sponsored ADR (d)

1,500,000

9,060,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000,000

15,280,000

Tessera Technologies, Inc.

304,700

5,256,075

 

44,193,538

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - 1.9%

Citrix Systems, Inc. (a)

25,000

$ 1,972,750

Concur Technologies, Inc. (a)

50,000

2,869,000

Kenexa Corp. (a)

50,000

1,562,000

Nuance Communications, Inc. (a)

225,000

5,755,500

Oracle Corp.

500,000

14,580,000

salesforce.com, Inc. (a)

50,000

7,725,500

VMware, Inc. Class A (a)

25,000

2,809,250

 

37,274,000

TOTAL INFORMATION TECHNOLOGY

498,839,195

MATERIALS - 1.8%

Chemicals - 1.0%

Air Products & Chemicals, Inc.

25,000

2,295,000

Cabot Corp.

110,000

4,694,800

Ecolab, Inc.

110,000

6,789,200

Olin Corp.

125,000

2,718,750

W.R. Grace & Co. (a)

50,000

2,890,000

 

19,387,750

Metals & Mining - 0.8%

Gem Diamonds Ltd. (a)

975,000

4,265,267

Nucor Corp.

250,000

10,737,500

 

15,002,767

TOTAL MATERIALS

34,390,517

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Cbeyond, Inc. (a)

150,000

1,200,000

UTILITIES - 0.8%

Electric Utilities - 0.6%

Entergy Corp.

50,000

3,360,000

NextEra Energy, Inc.

125,000

7,635,000

 

10,995,000

Multi-Utilities - 0.2%

TECO Energy, Inc.

225,000

3,948,750

TOTAL UTILITIES

14,943,750

TOTAL COMMON STOCKS

(Cost $1,627,105,965)


1,828,179,148

Nonconvertible Preferred Stocks - 2.2%

Shares

Value

CONSUMER DISCRETIONARY - 2.2%

Automobiles - 2.2%

Porsche Automobil Holding SE (Germany)

349,950

$ 20,651,954

Volkswagen AG

120,000

21,101,010

 

41,752,964

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $37,242,496)


41,752,964

Convertible Bonds - 0.1%

 

Principal Amount

 

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17 (f)

(Cost $2,000,000)

$ 2,000,000


1,781,120

Money Market Funds - 4.4%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

66,672,156

66,672,156

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

19,652,710

19,652,710

TOTAL MONEY MARKET FUNDS

(Cost $86,324,866)


86,324,866

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $1,752,673,327)

1,958,038,098

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(19,366,568)

NET ASSETS - 100%

$ 1,938,671,530

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,603,030 or 0.6% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Acacia Research Corp.

2/16/12

$ 3,123,750

Amyris, Inc. 3% 2/27/17

2/27/12

$ 2,000,000

New Academy Holding Co. LLC unit

8/1/11

$ 6,324,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 31,331

Fidelity Securities Lending Cash Central Fund

253,352

Total

$ 284,683

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 207,692,959

$ 207,692,959

$ -

$ -

Consumer Staples

195,899,482

195,899,482

-

-

Energy

203,307,143

203,307,143

-

-

Financials

350,325,525

343,696,725

-

6,628,800

Health Care

206,951,756

206,951,756

-

-

Industrials

156,381,785

153,188,675

3,193,110

-

Information Technology

498,839,195

498,839,195

-

-

Materials

34,390,517

34,390,517

-

-

Telecommunication Services

1,200,000

1,200,000

-

-

Utilities

14,943,750

14,943,750

-

-

Corporate Bonds

1,781,120

-

-

1,781,120

Money Market Funds

86,324,866

86,324,866

-

-

Total Investments in Securities:

$ 1,958,038,098

$ 1,946,435,068

$ 3,193,110

$ 8,409,920

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

Investments in Securities:

Beginning Balance

$ 6,024,000

Total Realized Gain (Loss)

(2)

Total Unrealized Gain (Loss)

385,922

Cost of Purchases

2,000,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 8,409,920

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ 385,920

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

86.6%

United Kingdom

4.1%

Germany

2.2%

Taiwan

1.3%

Switzerland

1.2%

Canada

1.0%

Others (Individually Less Than 1%)

3.6%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $18,854,874) - See accompanying schedule:

Unaffiliated issuers (cost $1,666,348,461)

$ 1,871,713,232

 

Fidelity Central Funds (cost $86,324,866)

86,324,866

 

Total Investments (cost $1,752,673,327)

 

$ 1,958,038,098

Receivable for investments sold

36

Receivable for fund shares sold

236,273

Dividends receivable

2,262,901

Interest receivable

5,500

Distributions receivable from Fidelity Central Funds

41,823

Prepaid expenses

2,291

Other receivables

69,517

Total assets

1,960,656,439

 

 

 

Liabilities

Payable for investments purchased

$ 454,767

Payable for fund shares redeemed

861,247

Accrued management fee

683,607

Distribution and service plan fees payable

35,942

Other affiliated payables

197,985

Other payables and accrued expenses

98,651

Collateral on securities loaned, at value

19,652,710

Total liabilities

21,984,909

 

 

 

Net Assets

$ 1,938,671,530

Net Assets consist of:

 

Paid in capital

$ 2,191,209,959

Undistributed net investment income

5,739,742

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

(463,644,186)

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

205,366,015

Net Assets

$ 1,938,671,530

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($1,572,662,822 ÷ 93,407,031 shares)

$ 16.84

 

 

 

Class A:
Net Asset Value and redemption price per share ($123,799,344 ÷ 7,488,477 shares)

$ 16.53

 

 

 

Maximum offering price per share (100/94.25 of $16.53)

$ 17.54

Class T:
Net Asset Value and redemption price per share ($14,132,828 ÷ 858,108 shares)

$ 16.47

 

 

 

Maximum offering price per share (100/96.50 of $16.47)

$ 17.07

Class B:
Net Asset Value and offering price per share ($967,564 ÷ 59,340 shares)A

$ 16.31

 

 

 

Class C:
Net Asset Value and offering price per share ($4,672,498 ÷ 287,178 shares)A

$ 16.27

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($222,436,474 ÷ 12,964,766 shares)

$ 17.16

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 16,567,823

Interest

 

5,588

Income from Fidelity Central Funds

 

284,683

Total income

 

16,858,094

 

 

 

Expenses

Management fee

$ 3,788,290

Transfer agent fees

660,113

Distribution and service plan fees

197,077

Accounting and security lending fees

274,136

Custodian fees and expenses

24,613

Independent trustees' compensation

5,580

Appreciation in deferred trustee compensation account

342

Registration fees

35,333

Audit

34,965

Legal

13,702

Miscellaneous

8,879

Total expenses before reductions

5,043,030

Expense reductions

(28,345)

5,014,685

Net investment income (loss)

11,843,409

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

32,315,006

Foreign currency transactions

96,790

Total net realized gain (loss)

 

32,411,796

Change in net unrealized appreciation (depreciation) on:

Investment securities

388,821,261

Assets and liabilities in foreign currencies

13,478

Total change in net unrealized appreciation (depreciation)

 

388,834,739

Net gain (loss)

421,246,535

Net increase (decrease) in net assets resulting from operations

$ 433,089,944

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,843,409

$ 20,383,560

Net realized gain (loss)

32,411,796

107,987,447

Change in net unrealized appreciation (depreciation)

388,834,739

(113,032,427)

Net increase (decrease) in net assets resulting from operations

433,089,944

15,338,580

Distributions to shareholders from net investment income

(22,240,486)

(17,474,487)

Distributions to shareholders from net realized gain

(3,331,372)

(5,265,348)

Total distributions

(25,571,858)

(22,739,835)

Share transactions - net increase (decrease)

(30,668,907)

(50,888,703)

Total increase (decrease) in net assets

376,849,179

(58,289,958)

 

 

 

Net Assets

Beginning of period

1,561,822,351

1,620,112,309

End of period (including undistributed net investment income of $5,739,742 and undistributed net investment income of $16,136,819, respectively)

$ 1,938,671,530

$ 1,561,822,351

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .11

.18

.15

.13

.20

.15

Net realized and unrealized gain (loss)

  3.63

(.20)

1.21

.29

(5.41)

2.62

Total from investment operations

  3.74

(.02)

1.36

.42

(5.21)

2.77

Distributions from net investment income

  (.20)

(.15)

(.14)

(.15)

(.17)

(.15)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.23)

(.20) J

(.14) I

(.15)

(.17)

(.15)

Net asset value, end of period

$ 16.84

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

Total Return B, C, D

  28.30%

(.32)%

11.15%

4.04%

(30.13)%

18.83%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of fee waivers, if any

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of all reductions

  .51% A

.50%

.50%

.50%

.48%

.48%

Net investment income (loss)

  1.40% A

1.20%

1.20%

1.34%

1.30%

.95%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,572,663

$ 1,268,316

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. ITotal 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. JTotal distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .08

.13

.10

.08

.13

.08

Net realized and unrealized gain (loss)

  3.56

(.20)

1.19

.30

(5.29)

2.56

Total from investment operations

  3.64

(.07)

1.29

.38

(5.16)

2.64

Distributions from net investment income

  (.15)

(.10)

(.09)

(.09)

(.11)

(.10)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.18)

(.14)

(.10)

(.09)

(.11)

(.10)

Net asset value, end of period

$ 16.53

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

Total Return B, C, D, E

  28.02%

(.62)%

10.70%

3.59%

(30.42)%

18.25%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of fee waivers, if any

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of all reductions

  .84% A

.85%

.87%

.93%

.91%

.90%

Net investment income (loss)

  1.06% A

.85%

.82%

.90%

.87%

.52%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 123,799

$ 98,808

$ 110,672

$ 129,758

$ 124,522

$ 182,686

Portfolio turnover rate H

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ETotal returns do not include the effect of the sales charges. FCalculated based on average shares outstanding during the period. GFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. HAmount does not include the portfolio activity of any underlying Fidelity Central Funds. IExpense 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.06

.05

.05

.08

.03

Net realized and unrealized gain (loss)

  3.54

(.19)

1.18

.32

(5.26)

2.54

Total from investment operations

  3.59

(.13)

1.23

.37

(5.18)

2.57

Distributions from net investment income

  (.08)

(.05)

(.05)

(.02)

(.04)

(.11)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.11)

(.09)

(.06)

(.02)

(.04)

(.11)

Net asset value, end of period

$ 16.47

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

Total Return B, C, D

  27.73%

(1.05)%

10.25%

3.25%

(30.69)%

17.90%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of fee waivers, if any

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of all reductions

  1.28% A

1.28%

1.29%

1.32%

1.26%

1.22%

Net investment income (loss)

  .62% A

.42%

.40%

.52%

.53%

.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,133

$ 11,251

$ 12,051

$ 11,378

$ 12,444

$ 26,732

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- J

- J

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.17

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.16

.31

(5.21)

2.48

Distributions from net investment income

  - J

-

(.01)

-

-

(.06)

Distributions from net realized gain

  (.03)

(.02)

(.01)

-

-

-

Total distributions

  (.03)

(.02)

(.02)

-

-

(.06)

Net asset value, end of period

$ 16.31

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.49%

(1.57)%

9.72%

2.67%

(31.01)%

17.26%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.80%

Net investment income (loss)

  .14% A

(.07)%

(.10)%

.02%

-% H

(.37)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 968

$ 776

$ 1,060

$ 1,072

$ 853

$ 1,356

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HAmount represents less than .01%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- I

- I

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.16

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.15

.31

(5.21)

2.48

Distributions from net investment income

  (.03)

-

(.01)

-

-

(.05)

Distributions from net realized gain

  (.03)

(.03)

(.01)

-

-

-

Total distributions

  (.06)

(.03)

(.01) J

-

-

(.05)

Net asset value, end of period

$ 16.27

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.51%

(1.58)%

9.69%

2.67%

(31.01)%

17.31%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.78%

Net investment income (loss)

  .14% A

(.07)%

(.09)%

.03%

.01%

(.36)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,672

$ 3,030

$ 2,853

$ 2,501

$ 2,676

$ 4,897

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. IAmount represents less than $.01 per share. JTotal 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .09

.15

.11

.10

.17

.12

Net realized and unrealized gain (loss)

  3.70

(.20)

1.24

.34

(5.45)

2.67

Total from investment operations

  3.79

(.05)

1.35

.44

(5.28)

2.79

Distributions from net investment income

  (.18)

(.15)

(.10)

(.02)

(.13)

-

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.21)

(.19)

(.10) H

(.02)

(.13)

-

Net asset value, end of period

$ 17.16

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

Total Return B, C

  28.10%

(.50)%

10.81%

3.75%

(30.25)%

18.89%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of fee waivers, if any

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of all reductions

  .75% A

.73%

.77%

.77%

.69%

.64%

Net investment income (loss)

  1.15% A

.97%

.92%

1.06%

1.10%

.78%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 222,436

$ 179,641

$ 34,740

$ 1,344

$ 5,242

$ 42,212

Portfolio turnover rate F

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GExpense 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. HTotal 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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 March 31, 2012, 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:

Semiannual Report

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 these securities 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. 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.

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.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, 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

$ 314,305,133

Gross unrealized depreciation

(118,968,890)

Net unrealized appreciation (depreciation) on securities and other investments

$ 195,336,243

 

 

Tax cost

$ 1,762,701,855

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (450,735,013)

2018

(24,002,417)

Total capital loss carryforward

$ (474,737,430)

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 $291,601,390 and $358,127,648, 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 .17% of the Fund's average net assets and an annualized 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 annualized management fee rate was .43% of the Fund's average net assets.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of 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

-%

.25%

$ 141,485

$ 22,380

Class T

.25%

.25%

31,924

21

Class B

.75%

.25%

4,501

3,376

Class C

.75%

.25%

19,167

4,055

 

 

 

$ 197,077

$ 29,832

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 12,019

Class T

3,314

Class B*

954

Class C*

369

 

$ 16,656

* 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

$ 273,287

.04

Class A

70,408

.12

Class T

19,919

.31

Class B

1,344

.30

Class C

5,715

.30

Institutional Class

289,440

.28

 

$ 660,113

 

* Annualized

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $8,933 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,700 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $253,352, including $376 from securities loaned to FCM.

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 $28,314 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $31.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
March 31, 2012

Year ended
September 30, 2011

From net investment income

 

 

Class O

$ 18,723,610

$ 15,800,906

Class A

1,121,461

793,484

Class T

65,856

41,691

Class B

60

-

Class C

6,521

-

Institutional Class

2,322,978

838,406

Total

$ 22,240,486

$ 17,474,487

 

From net realized gain

 

 

Class O

$ 2,701,394

$ 4,604,191

Class A

218,271

359,871

Class T

24,485

39,878

Class B

1,755

1,300

Class C

7,004

5,695

Institutional Class

378,463

254,413

Total

$ 3,331,372

$ 5,265,348

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31, 2012

Year ended
September 30, 2011

Six months ended
March 31, 2012

Year ended
September 30, 2011

Class O

 

 

 

 

Shares sold

4,148,806

5,397,022

$ 65,237,657

$ 80,718,498

Reinvestment of distributions

1,264,505

1,202,134

18,689,381

17,731,460

Shares redeemed

(7,149,796)

(19,120,847)

(109,754,165)

(289,198,834)

Net increase (decrease)

(1,736,485)

(12,521,691)

$ (25,827,127)

$ (190,748,876)

Class A

 

 

 

 

Shares sold

678,855

1,717,597

$ 10,140,053

$ 25,412,083

Reinvestment of distributions

87,570

74,702

1,272,398

1,083,158

Shares redeemed

(838,581)

(2,563,138)

(12,609,079)

(37,854,858)

Net increase (decrease)

(72,156)

(770,839)

$ (1,196,628)

$ (11,359,617)

Class T

 

 

 

 

Shares sold

88,559

158,749

$ 1,326,907

$ 2,355,345

Reinvestment of distributions

5,997

5,400

86,960

78,078

Shares redeemed

(102,911)

(209,985)

(1,519,794)

(3,151,921)

Net increase (decrease)

(8,355)

(45,836)

$ (105,927)

$ (718,498)

Class B

 

 

 

 

Shares sold

5,809

6,828

$ 86,823

$ 96,696

Reinvestment of distributions

118

83

1,690

1,194

Shares redeemed

(7,154)

(27,678)

(109,716)

(405,514)

Net increase (decrease)

(1,227)

(20,767)

$ (21,203)

$ (307,624)

Class C

 

 

 

 

Shares sold

77,803

65,288

$ 1,148,379

$ 956,325

Reinvestment of distributions

890

370

12,767

5,303

Shares redeemed

(27,940)

(47,958)

(410,883)

(699,223)

Net increase (decrease)

50,753

17,700

$ 750,263

$ 262,405

Institutional Class

 

 

 

 

Shares sold

33,089

11,431,490

$ 512,440

$ 163,363,083

Reinvestment of distributions

178,776

72,217

2,695,938

1,086,867

Shares redeemed

(478,891)

(785,458)

(7,476,663)

(12,466,443)

Net increase (decrease)

(267,026)

10,718,249

$ (4,268,285)

$ 151,983,507

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

DESIO-USAN-0512
1.791867.108

(Fidelity Investment logo)(registered trademark)

ghi455917

Fidelity Advisor®

Diversified Stock Fund -

Class A, Class T, Class B and Class C

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,283.00

$ 2.91

HypotheticalA

 

$ 1,000.00

$ 1,022.45

$ 2.58

Class A

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,280.20

$ 4.85

HypotheticalA

 

$ 1,000.00

$ 1,020.75

$ 4.29

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 1,277.30

$ 7.29

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.46

Class B

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.90

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Class C

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,275.10

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.00

$ 4.33

HypotheticalA

 

$ 1,000.00

$ 1,021.20

$ 3.84

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

5.5

5.1

JPMorgan Chase & Co.

4.2

3.8

Wells Fargo & Co.

3.1

3.2

Chevron Corp.

2.9

3.1

Google, Inc. Class A

2.8

3.3

Comcast Corp. Class A

1.9

1.2

IBM Corp.

1.9

2.0

Pfizer, Inc.

1.8

1.8

PepsiCo, Inc.

1.7

2.4

Visa, Inc. Class A

1.7

1.8

 

27.5

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

25.7

26.4

Financials

18.1

17.5

Consumer Discretionary

10.7

9.3

Health Care

10.7

9.7

Energy

10.6

13.8

Asset Allocation (% of fund's net assets)

As of March 31, 2012*

As of September 30, 2011**

ghi455924

Stocks 96.5%

 

ghi455924

Stocks 97.2%

 

ghi455927

Convertible
Securities 0.1%

 

ghi455929

Convertible
Securities 0.0%

 

ghi455931

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.4%

 

ghi455931

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.8%

 

* Foreign investments

13.4%

 

** Foreign investments

15.7%

 

ghi455934

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.3%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Auto Components - 0.2%

Delphi Automotive PLC

50,000

$ 1,580,000

TRW Automotive Holdings Corp. (a)

50,000

2,322,500

 

3,902,500

Distributors - 0.3%

Li & Fung Ltd.

2,374,000

5,447,703

Hotels, Restaurants & Leisure - 0.6%

Red Robin Gourmet Burgers, Inc. (a)

100,000

3,719,000

Ruth's Hospitality Group, Inc. (a)

500,000

3,795,000

Texas Roadhouse, Inc. Class A

225,000

3,744,000

 

11,258,000

Household Durables - 0.5%

D.R. Horton, Inc.

200,000

3,034,000

iRobot Corp. (a)

75,000

2,044,500

KB Home (d)

250,000

2,225,000

Toll Brothers, Inc. (a)

125,000

2,998,750

 

10,302,250

Media - 4.2%

Comcast Corp. Class A

1,250,000

37,512,500

DreamWorks Animation SKG, Inc. Class A (a)

225,000

4,151,250

News Corp. Class A

250,000

4,922,500

The Walt Disney Co.

500,000

21,890,000

Time Warner, Inc.

375,000

14,156,250

 

82,632,500

Multiline Retail - 0.7%

Dollar General Corp. (a)

55,000

2,541,000

Target Corp.

195,000

11,362,650

 

13,903,650

Specialty Retail - 1.9%

Citi Trends, Inc. (a)

325,000

3,724,500

Destination Maternity Corp.

200,000

3,714,000

Francescas Holdings Corp. (a)

120,000

3,793,200

Lowe's Companies, Inc.

550,000

17,259,000

Lumber Liquidators Holdings, Inc. (a)

51,329

1,288,871

Staples, Inc.

300,000

4,854,000

Talbots, Inc. (a)

700,000

2,121,000

 

36,754,571

Textiles, Apparel & Luxury Goods - 0.1%

Arezzo Industria e Comercio SA

100,000

1,738,821

TOTAL CONSUMER DISCRETIONARY

165,939,995

CONSUMER STAPLES - 10.1%

Beverages - 2.8%

Beam, Inc.

75,000

4,392,750

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

200,000

4,718,000

 

Shares

Value

Molson Coors Brewing Co. Class B

100,000

$ 4,525,000

PepsiCo, Inc.

500,000

33,175,000

The Coca-Cola Co.

100,000

7,401,000

 

54,211,750

Food & Staples Retailing - 1.2%

CVS Caremark Corp.

215,000

9,632,000

Drogasil SA

375,000

3,645,363

Walgreen Co.

275,000

9,209,750

 

22,487,113

Food Products - 1.0%

Danone

225,000

15,693,726

Green Mountain Coffee Roasters, Inc. (a)

86,363

4,045,243

 

19,738,969

Household Products - 2.8%

Colgate-Palmolive Co.

240,000

23,467,200

Procter & Gamble Co.

450,000

30,244,500

 

53,711,700

Tobacco - 2.3%

Altria Group, Inc.

250,000

7,717,500

British American Tobacco PLC sponsored ADR

135,000

13,664,700

Philip Morris International, Inc.

275,000

24,367,750

 

45,749,950

TOTAL CONSUMER STAPLES

195,899,482

ENERGY - 10.5%

Energy Equipment & Services - 1.7%

Cameron International Corp. (a)

50,000

2,641,500

Halliburton Co.

250,000

8,297,500

Helmerich & Payne, Inc.

50,000

2,697,500

McDermott International, Inc. (a)

154,500

1,979,145

National Oilwell Varco, Inc.

75,000

5,960,250

Noble Corp.

250,000

9,367,500

Trinidad Drilling Ltd.

300,000

1,948,774

 

32,892,169

Oil, Gas & Consumable Fuels - 8.8%

Amyris, Inc. (a)(d)

325,000

1,683,500

Apache Corp.

100,000

10,044,000

BP PLC sponsored ADR

400,000

18,000,000

Canadian Natural Resources Ltd.

175,000

5,799,709

Chevron Corp.

525,000

56,301,000

Clean Energy Fuels Corp. (a)(d)

175,000

3,724,000

EXCO Resources, Inc. (d)

400,000

2,652,000

Exxon Mobil Corp.

175,000

15,177,750

Hess Corp.

75,000

4,421,250

HollyFrontier Corp.

125,000

4,018,750

Newfield Exploration Co. (a)

50,000

1,734,000

Peabody Energy Corp.

150,000

4,344,000

Plains Exploration & Production Co. (a)

100,000

4,265,000

QEP Resources, Inc.

100,000

3,050,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Royal Dutch Shell PLC Class A sponsored ADR

275,000

$ 19,285,750

Suncor Energy, Inc.

350,000

11,434,515

Whiting Petroleum Corp. (a)

82,500

4,479,750

 

170,414,974

TOTAL ENERGY

203,307,143

FINANCIALS - 18.1%

Capital Markets - 4.1%

Ashmore Group PLC

1,250,000

7,347,703

Bank of New York Mellon Corp.

400,000

9,652,000

Goldman Sachs Group, Inc.

200,000

24,874,000

KKR & Co. LP

450,000

6,673,500

Manning & Napier, Inc.

200,000

2,940,000

Morgan Stanley

1,050,000

20,622,000

The Blackstone Group LP

400,000

6,376,000

 

78,485,203

Commercial Banks - 5.4%

Alliance Financial Corp.

200,000

6,062,000

BB&T Corp.

550,000

17,264,500

First Niagara Financial Group, Inc.

400,000

3,936,000

First Republic Bank (a)

125,000

4,117,500

M&T Bank Corp.

70,000

6,081,600

SunTrust Banks, Inc.

325,000

7,855,250

Wells Fargo & Co.

1,750,000

59,745,000

 

105,061,850

Diversified Financial Services - 5.5%

JPMorgan Chase & Co.

1,750,000

80,465,000

KKR Financial Holdings LLC

2,200,000

20,262,000

New Academy Holding Co. LLC unit (e)(f)

60,000

6,628,800

 

107,355,800

Insurance - 2.4%

ACE Ltd.

137,500

10,065,000

Allstate Corp.

225,000

7,407,000

Brasil Insurance Participacoes e Administracao SA

400,000

4,271,749

Hanover Insurance Group, Inc.

125,000

5,140,000

Lincoln National Corp.

300,000

7,908,000

MetLife, Inc.

200,000

7,470,000

RenaissanceRe Holdings Ltd.

50,000

3,786,500

 

46,048,249

Thrifts & Mortgage Finance - 0.7%

MGIC Investment Corp. (a)(d)

1,000,044

4,960,218

Radian Group, Inc. (d)

1,934,300

8,414,205

 

13,374,423

TOTAL FINANCIALS

350,325,525

 

Shares

Value

HEALTH CARE - 10.7%

Biotechnology - 1.7%

Alexion Pharmaceuticals, Inc. (a)

20,000

$ 1,857,200

Alnylam Pharmaceuticals, Inc. (a)

350,000

3,874,500

Amgen, Inc.

205,000

13,937,950

Gentium SpA sponsored ADR (a)

61,500

536,280

Gilead Sciences, Inc. (a)

100,000

4,885,000

PDL BioPharma, Inc. (d)

675,000

4,286,250

Synageva BioPharma Corp. (a)

75,000

2,690,250

Vertex Pharmaceuticals, Inc. (a)

27,900

1,144,179

 

33,211,609

Health Care Equipment & Supplies - 0.7%

Align Technology, Inc. (a)

75,000

2,066,250

EnteroMedics, Inc. (a)

422,730

955,370

HeartWare International, Inc. (a)(d)

75,000

4,926,750

St. Jude Medical, Inc.

75,000

3,323,250

Zimmer Holdings, Inc.

30,000

1,928,400

 

13,200,020

Health Care Providers & Services - 3.6%

Brookdale Senior Living, Inc. (a)

300,000

5,616,000

Emeritus Corp. (a)

153,472

2,710,316

Express Scripts, Inc. (a)

75,000

4,063,500

IPC The Hospitalist Co., Inc. (a)

105,000

3,875,550

Laboratory Corp. of America Holdings (a)

30,000

2,746,200

LHC Group, Inc. (a)

200,000

3,706,000

McKesson Corp.

225,000

19,748,250

MEDNAX, Inc. (a)

40,000

2,974,800

Quest Diagnostics, Inc.

50,000

3,057,500

WellPoint, Inc.

275,000

20,295,000

 

68,793,116

Health Care Technology - 0.2%

Epocrates, Inc. (a)

100,000

858,000

MedAssets, Inc. (a)

250,000

3,290,000

 

4,148,000

Pharmaceuticals - 4.5%

Abbott Laboratories

100,000

6,129,000

Auxilium Pharmaceuticals, Inc. (a)

75,000

1,392,750

Elan Corp. PLC sponsored ADR (a)

125,000

1,876,250

GlaxoSmithKline PLC sponsored ADR

287,500

12,911,625

Merck & Co., Inc.

600,000

23,040,000

Pfizer, Inc.

1,575,000

35,689,500

Roche Holding AG (participation certificate)

25,000

4,350,836

XenoPort, Inc. (a)

490,900

2,209,050

 

87,599,011

TOTAL HEALTH CARE

206,951,756

INDUSTRIALS - 8.1%

Aerospace & Defense - 1.4%

Honeywell International, Inc.

225,000

13,736,250

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Aerospace & Defense - continued

Lockheed Martin Corp.

50,000

$ 4,493,000

Rockwell Collins, Inc.

17,500

1,007,300

United Technologies Corp.

100,000

8,294,000

 

27,530,550

Air Freight & Logistics - 0.3%

C.H. Robinson Worldwide, Inc.

100,000

6,549,000

Building Products - 0.7%

Lennox International, Inc.

75,000

3,022,500

Owens Corning (a)

225,000

8,106,750

Quanex Building Products Corp.

150,000

2,644,500

 

13,773,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

400,000

6,492,000

EnerNOC, Inc. (a)(d)

250,000

1,800,000

Interface, Inc. Class A

250,000

3,487,500

Standard Parking Corp. (a)

175,000

3,587,500

 

15,367,000

Construction & Engineering - 0.6%

Fluor Corp.

75,000

4,503,000

Quanta Services, Inc. (a)

300,000

6,270,000

 

10,773,000

Electrical Equipment - 0.2%

GrafTech International Ltd. (a)

225,000

2,686,500

Polypore International, Inc. (a)(d)

30,000

1,054,800

 

3,741,300

Industrial Conglomerates - 1.8%

General Electric Co.

1,500,000

30,105,000

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

225,200

4,582,820

 

34,687,820

Machinery - 0.7%

Ingersoll-Rand PLC

300,000

12,405,000

PACCAR, Inc.

22,500

1,053,675

 

13,458,675

Professional Services - 1.0%

Acacia Research Corp. (f)

85,000

3,193,110

Acacia Research Corp. - Acacia Technologies (a)

190,000

7,930,600

Michael Page International PLC

1,050,000

8,061,480

 

19,185,190

Road & Rail - 0.6%

Con-way, Inc.

100,000

3,261,000

 

Shares

Value

CSX Corp.

200,000

$ 4,304,000

Swift Transporation Co. (a)

325,000

3,750,500

 

11,315,500

TOTAL INDUSTRIALS

156,381,785

INFORMATION TECHNOLOGY - 25.7%

Communications Equipment - 2.5%

Acme Packet, Inc. (a)

100,000

2,752,000

Brocade Communications Systems, Inc. (a)

1,050,000

6,037,500

Cisco Systems, Inc.

1,300,000

27,495,000

Juniper Networks, Inc. (a)

500,000

11,440,000

 

47,724,500

Computers & Peripherals - 6.2%

Apple, Inc. (a)

180,000

107,904,600

Fusion-io, Inc.

59,000

1,676,190

Hewlett-Packard Co.

479,000

11,414,570

 

120,995,360

Electronic Equipment & Components - 1.7%

Avnet, Inc. (a)

175,000

6,368,250

Corning, Inc.

1,200,000

16,896,000

Everlight Electronics Co. Ltd.

1,250,000

2,626,495

Fabrinet (a)

175,000

3,099,250

Itron, Inc. (a)

100,000

4,541,000

 

33,530,995

Internet Software & Services - 3.6%

Constant Contact, Inc. (a)(d)

100,000

2,979,000

Google, Inc. Class A (a)

85,000

54,505,400

SciQuest, Inc. (a)

450,010

6,858,152

VeriSign, Inc.

125,000

4,792,500

 

69,135,052

IT Services - 7.5%

Cognizant Technology Solutions Corp. Class A (a)

205,000

15,774,750

Fidelity National Information Services, Inc.

125,000

4,140,000

IBM Corp.

175,000

36,513,750

MasterCard, Inc. Class A

75,000

31,540,500

Paychex, Inc.

825,000

25,566,750

Visa, Inc. Class A

275,000

32,450,000

 

145,985,750

Semiconductors & Semiconductor Equipment - 2.3%

KLA-Tencor Corp.

100,000

5,442,000

Lam Research Corp. (a)

75,000

3,346,500

NXP Semiconductors NV (a)

218,300

5,808,963

Siliconware Precision Industries Co. Ltd. sponsored ADR (d)

1,500,000

9,060,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000,000

15,280,000

Tessera Technologies, Inc.

304,700

5,256,075

 

44,193,538

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - 1.9%

Citrix Systems, Inc. (a)

25,000

$ 1,972,750

Concur Technologies, Inc. (a)

50,000

2,869,000

Kenexa Corp. (a)

50,000

1,562,000

Nuance Communications, Inc. (a)

225,000

5,755,500

Oracle Corp.

500,000

14,580,000

salesforce.com, Inc. (a)

50,000

7,725,500

VMware, Inc. Class A (a)

25,000

2,809,250

 

37,274,000

TOTAL INFORMATION TECHNOLOGY

498,839,195

MATERIALS - 1.8%

Chemicals - 1.0%

Air Products & Chemicals, Inc.

25,000

2,295,000

Cabot Corp.

110,000

4,694,800

Ecolab, Inc.

110,000

6,789,200

Olin Corp.

125,000

2,718,750

W.R. Grace & Co. (a)

50,000

2,890,000

 

19,387,750

Metals & Mining - 0.8%

Gem Diamonds Ltd. (a)

975,000

4,265,267

Nucor Corp.

250,000

10,737,500

 

15,002,767

TOTAL MATERIALS

34,390,517

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Cbeyond, Inc. (a)

150,000

1,200,000

UTILITIES - 0.8%

Electric Utilities - 0.6%

Entergy Corp.

50,000

3,360,000

NextEra Energy, Inc.

125,000

7,635,000

 

10,995,000

Multi-Utilities - 0.2%

TECO Energy, Inc.

225,000

3,948,750

TOTAL UTILITIES

14,943,750

TOTAL COMMON STOCKS

(Cost $1,627,105,965)


1,828,179,148

Nonconvertible Preferred Stocks - 2.2%

Shares

Value

CONSUMER DISCRETIONARY - 2.2%

Automobiles - 2.2%

Porsche Automobil Holding SE (Germany)

349,950

$ 20,651,954

Volkswagen AG

120,000

21,101,010

 

41,752,964

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $37,242,496)


41,752,964

Convertible Bonds - 0.1%

 

Principal Amount

 

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17 (f)

(Cost $2,000,000)

$ 2,000,000


1,781,120

Money Market Funds - 4.4%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

66,672,156

66,672,156

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

19,652,710

19,652,710

TOTAL MONEY MARKET FUNDS

(Cost $86,324,866)


86,324,866

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $1,752,673,327)

1,958,038,098

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(19,366,568)

NET ASSETS - 100%

$ 1,938,671,530

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,603,030 or 0.6% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Acacia Research Corp.

2/16/12

$ 3,123,750

Amyris, Inc. 3% 2/27/17

2/27/12

$ 2,000,000

New Academy Holding Co. LLC unit

8/1/11

$ 6,324,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 31,331

Fidelity Securities Lending Cash Central Fund

253,352

Total

$ 284,683

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 207,692,959

$ 207,692,959

$ -

$ -

Consumer Staples

195,899,482

195,899,482

-

-

Energy

203,307,143

203,307,143

-

-

Financials

350,325,525

343,696,725

-

6,628,800

Health Care

206,951,756

206,951,756

-

-

Industrials

156,381,785

153,188,675

3,193,110

-

Information Technology

498,839,195

498,839,195

-

-

Materials

34,390,517

34,390,517

-

-

Telecommunication Services

1,200,000

1,200,000

-

-

Utilities

14,943,750

14,943,750

-

-

Corporate Bonds

1,781,120

-

-

1,781,120

Money Market Funds

86,324,866

86,324,866

-

-

Total Investments in Securities:

$ 1,958,038,098

$ 1,946,435,068

$ 3,193,110

$ 8,409,920

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

Investments in Securities:

Beginning Balance

$ 6,024,000

Total Realized Gain (Loss)

(2)

Total Unrealized Gain (Loss)

385,922

Cost of Purchases

2,000,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 8,409,920

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ 385,920

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

86.6%

United Kingdom

4.1%

Germany

2.2%

Taiwan

1.3%

Switzerland

1.2%

Canada

1.0%

Others (Individually Less Than 1%)

3.6%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $18,854,874) - See accompanying schedule:

Unaffiliated issuers (cost $1,666,348,461)

$ 1,871,713,232

 

Fidelity Central Funds (cost $86,324,866)

86,324,866

 

Total Investments (cost $1,752,673,327)

 

$ 1,958,038,098

Receivable for investments sold

36

Receivable for fund shares sold

236,273

Dividends receivable

2,262,901

Interest receivable

5,500

Distributions receivable from Fidelity Central Funds

41,823

Prepaid expenses

2,291

Other receivables

69,517

Total assets

1,960,656,439

 

 

 

Liabilities

Payable for investments purchased

$ 454,767

Payable for fund shares redeemed

861,247

Accrued management fee

683,607

Distribution and service plan fees payable

35,942

Other affiliated payables

197,985

Other payables and accrued expenses

98,651

Collateral on securities loaned, at value

19,652,710

Total liabilities

21,984,909

 

 

 

Net Assets

$ 1,938,671,530

Net Assets consist of:

 

Paid in capital

$ 2,191,209,959

Undistributed net investment income

5,739,742

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

(463,644,186)

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

205,366,015

Net Assets

$ 1,938,671,530

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($1,572,662,822 ÷ 93,407,031 shares)

$ 16.84

 

 

 

Class A:
Net Asset Value and redemption price per share ($123,799,344 ÷ 7,488,477 shares)

$ 16.53

 

 

 

Maximum offering price per share (100/94.25 of $16.53)

$ 17.54

Class T:
Net Asset Value and redemption price per share ($14,132,828 ÷ 858,108 shares)

$ 16.47

 

 

 

Maximum offering price per share (100/96.50 of $16.47)

$ 17.07

Class B:
Net Asset Value and offering price per share ($967,564 ÷ 59,340 shares)A

$ 16.31

 

 

 

Class C:
Net Asset Value and offering price per share ($4,672,498 ÷ 287,178 shares)A

$ 16.27

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($222,436,474 ÷ 12,964,766 shares)

$ 17.16

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 16,567,823

Interest

 

5,588

Income from Fidelity Central Funds

 

284,683

Total income

 

16,858,094

 

 

 

Expenses

Management fee

$ 3,788,290

Transfer agent fees

660,113

Distribution and service plan fees

197,077

Accounting and security lending fees

274,136

Custodian fees and expenses

24,613

Independent trustees' compensation

5,580

Appreciation in deferred trustee compensation account

342

Registration fees

35,333

Audit

34,965

Legal

13,702

Miscellaneous

8,879

Total expenses before reductions

5,043,030

Expense reductions

(28,345)

5,014,685

Net investment income (loss)

11,843,409

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

32,315,006

Foreign currency transactions

96,790

Total net realized gain (loss)

 

32,411,796

Change in net unrealized appreciation (depreciation) on:

Investment securities

388,821,261

Assets and liabilities in foreign currencies

13,478

Total change in net unrealized appreciation (depreciation)

 

388,834,739

Net gain (loss)

421,246,535

Net increase (decrease) in net assets resulting from operations

$ 433,089,944

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,843,409

$ 20,383,560

Net realized gain (loss)

32,411,796

107,987,447

Change in net unrealized appreciation (depreciation)

388,834,739

(113,032,427)

Net increase (decrease) in net assets resulting from operations

433,089,944

15,338,580

Distributions to shareholders from net investment income

(22,240,486)

(17,474,487)

Distributions to shareholders from net realized gain

(3,331,372)

(5,265,348)

Total distributions

(25,571,858)

(22,739,835)

Share transactions - net increase (decrease)

(30,668,907)

(50,888,703)

Total increase (decrease) in net assets

376,849,179

(58,289,958)

 

 

 

Net Assets

Beginning of period

1,561,822,351

1,620,112,309

End of period (including undistributed net investment income of $5,739,742 and undistributed net investment income of $16,136,819, respectively)

$ 1,938,671,530

$ 1,561,822,351

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .11

.18

.15

.13

.20

.15

Net realized and unrealized gain (loss)

  3.63

(.20)

1.21

.29

(5.41)

2.62

Total from investment operations

  3.74

(.02)

1.36

.42

(5.21)

2.77

Distributions from net investment income

  (.20)

(.15)

(.14)

(.15)

(.17)

(.15)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.23)

(.20) J

(.14) I

(.15)

(.17)

(.15)

Net asset value, end of period

$ 16.84

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

Total Return B, C, D

  28.30%

(.32)%

11.15%

4.04%

(30.13)%

18.83%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of fee waivers, if any

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of all reductions

  .51% A

.50%

.50%

.50%

.48%

.48%

Net investment income (loss)

  1.40% A

1.20%

1.20%

1.34%

1.30%

.95%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,572,663

$ 1,268,316

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. ITotal 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. JTotal distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .08

.13

.10

.08

.13

.08

Net realized and unrealized gain (loss)

  3.56

(.20)

1.19

.30

(5.29)

2.56

Total from investment operations

  3.64

(.07)

1.29

.38

(5.16)

2.64

Distributions from net investment income

  (.15)

(.10)

(.09)

(.09)

(.11)

(.10)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.18)

(.14)

(.10)

(.09)

(.11)

(.10)

Net asset value, end of period

$ 16.53

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

Total Return B, C, D, E

  28.02%

(.62)%

10.70%

3.59%

(30.42)%

18.25%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of fee waivers, if any

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of all reductions

  .84% A

.85%

.87%

.93%

.91%

.90%

Net investment income (loss)

  1.06% A

.85%

.82%

.90%

.87%

.52%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 123,799

$ 98,808

$ 110,672

$ 129,758

$ 124,522

$ 182,686

Portfolio turnover rate H

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ETotal returns do not include the effect of the sales charges. FCalculated based on average shares outstanding during the period. GFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. HAmount does not include the portfolio activity of any underlying Fidelity Central Funds. IExpense 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.06

.05

.05

.08

.03

Net realized and unrealized gain (loss)

  3.54

(.19)

1.18

.32

(5.26)

2.54

Total from investment operations

  3.59

(.13)

1.23

.37

(5.18)

2.57

Distributions from net investment income

  (.08)

(.05)

(.05)

(.02)

(.04)

(.11)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.11)

(.09)

(.06)

(.02)

(.04)

(.11)

Net asset value, end of period

$ 16.47

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

Total Return B, C, D

  27.73%

(1.05)%

10.25%

3.25%

(30.69)%

17.90%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of fee waivers, if any

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of all reductions

  1.28% A

1.28%

1.29%

1.32%

1.26%

1.22%

Net investment income (loss)

  .62% A

.42%

.40%

.52%

.53%

.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,133

$ 11,251

$ 12,051

$ 11,378

$ 12,444

$ 26,732

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- J

- J

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.17

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.16

.31

(5.21)

2.48

Distributions from net investment income

  - J

-

(.01)

-

-

(.06)

Distributions from net realized gain

  (.03)

(.02)

(.01)

-

-

-

Total distributions

  (.03)

(.02)

(.02)

-

-

(.06)

Net asset value, end of period

$ 16.31

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.49%

(1.57)%

9.72%

2.67%

(31.01)%

17.26%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.80%

Net investment income (loss)

  .14% A

(.07)%

(.10)%

.02%

-% H

(.37)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 968

$ 776

$ 1,060

$ 1,072

$ 853

$ 1,356

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HAmount represents less than .01%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- I

- I

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.16

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.15

.31

(5.21)

2.48

Distributions from net investment income

  (.03)

-

(.01)

-

-

(.05)

Distributions from net realized gain

  (.03)

(.03)

(.01)

-

-

-

Total distributions

  (.06)

(.03)

(.01) J

-

-

(.05)

Net asset value, end of period

$ 16.27

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.51%

(1.58)%

9.69%

2.67%

(31.01)%

17.31%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.78%

Net investment income (loss)

  .14% A

(.07)%

(.09)%

.03%

.01%

(.36)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,672

$ 3,030

$ 2,853

$ 2,501

$ 2,676

$ 4,897

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. IAmount represents less than $.01 per share. JTotal 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .09

.15

.11

.10

.17

.12

Net realized and unrealized gain (loss)

  3.70

(.20)

1.24

.34

(5.45)

2.67

Total from investment operations

  3.79

(.05)

1.35

.44

(5.28)

2.79

Distributions from net investment income

  (.18)

(.15)

(.10)

(.02)

(.13)

-

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.21)

(.19)

(.10) H

(.02)

(.13)

-

Net asset value, end of period

$ 17.16

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

Total Return B, C

  28.10%

(.50)%

10.81%

3.75%

(30.25)%

18.89%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of fee waivers, if any

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of all reductions

  .75% A

.73%

.77%

.77%

.69%

.64%

Net investment income (loss)

  1.15% A

.97%

.92%

1.06%

1.10%

.78%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 222,436

$ 179,641

$ 34,740

$ 1,344

$ 5,242

$ 42,212

Portfolio turnover rate F

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GExpense 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. HTotal 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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 March 31, 2012, 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:

Semiannual Report

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 these securities 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. 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.

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.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, 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

$ 314,305,133

Gross unrealized depreciation

(118,968,890)

Net unrealized appreciation (depreciation) on securities and other investments

$ 195,336,243

 

 

Tax cost

$ 1,762,701,855

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (450,735,013)

2018

(24,002,417)

Total capital loss carryforward

$ (474,737,430)

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 $291,601,390 and $358,127,648, 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 .17% of the Fund's average net assets and an annualized 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 annualized management fee rate was .43% of the Fund's average net assets.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of 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

-%

.25%

$ 141,485

$ 22,380

Class T

.25%

.25%

31,924

21

Class B

.75%

.25%

4,501

3,376

Class C

.75%

.25%

19,167

4,055

 

 

 

$ 197,077

$ 29,832

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 12,019

Class T

3,314

Class B*

954

Class C*

369

 

$ 16,656

* 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

$ 273,287

.04

Class A

70,408

.12

Class T

19,919

.31

Class B

1,344

.30

Class C

5,715

.30

Institutional Class

289,440

.28

 

$ 660,113

 

* Annualized

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $8,933 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,700 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $253,352, including $376 from securities loaned to FCM.

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 $28,314 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $31.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
March 31, 2012

Year ended
September 30, 2011

From net investment income

 

 

Class O

$ 18,723,610

$ 15,800,906

Class A

1,121,461

793,484

Class T

65,856

41,691

Class B

60

-

Class C

6,521

-

Institutional Class

2,322,978

838,406

Total

$ 22,240,486

$ 17,474,487

 

From net realized gain

 

 

Class O

$ 2,701,394

$ 4,604,191

Class A

218,271

359,871

Class T

24,485

39,878

Class B

1,755

1,300

Class C

7,004

5,695

Institutional Class

378,463

254,413

Total

$ 3,331,372

$ 5,265,348

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31, 2012

Year ended
September 30, 2011

Six months ended
March 31, 2012

Year ended
September 30, 2011

Class O

 

 

 

 

Shares sold

4,148,806

5,397,022

$ 65,237,657

$ 80,718,498

Reinvestment of distributions

1,264,505

1,202,134

18,689,381

17,731,460

Shares redeemed

(7,149,796)

(19,120,847)

(109,754,165)

(289,198,834)

Net increase (decrease)

(1,736,485)

(12,521,691)

$ (25,827,127)

$ (190,748,876)

Class A

 

 

 

 

Shares sold

678,855

1,717,597

$ 10,140,053

$ 25,412,083

Reinvestment of distributions

87,570

74,702

1,272,398

1,083,158

Shares redeemed

(838,581)

(2,563,138)

(12,609,079)

(37,854,858)

Net increase (decrease)

(72,156)

(770,839)

$ (1,196,628)

$ (11,359,617)

Class T

 

 

 

 

Shares sold

88,559

158,749

$ 1,326,907

$ 2,355,345

Reinvestment of distributions

5,997

5,400

86,960

78,078

Shares redeemed

(102,911)

(209,985)

(1,519,794)

(3,151,921)

Net increase (decrease)

(8,355)

(45,836)

$ (105,927)

$ (718,498)

Class B

 

 

 

 

Shares sold

5,809

6,828

$ 86,823

$ 96,696

Reinvestment of distributions

118

83

1,690

1,194

Shares redeemed

(7,154)

(27,678)

(109,716)

(405,514)

Net increase (decrease)

(1,227)

(20,767)

$ (21,203)

$ (307,624)

Class C

 

 

 

 

Shares sold

77,803

65,288

$ 1,148,379

$ 956,325

Reinvestment of distributions

890

370

12,767

5,303

Shares redeemed

(27,940)

(47,958)

(410,883)

(699,223)

Net increase (decrease)

50,753

17,700

$ 750,263

$ 262,405

Institutional Class

 

 

 

 

Shares sold

33,089

11,431,490

$ 512,440

$ 163,363,083

Reinvestment of distributions

178,776

72,217

2,695,938

1,086,867

Shares redeemed

(478,891)

(785,458)

(7,476,663)

(12,466,443)

Net increase (decrease)

(267,026)

10,718,249

$ (4,268,285)

$ 151,983,507

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

ADESI-USAN-0512
1.814746.106

(Fidelity Investment logo)(registered trademark)

jkl455938

Fidelity Advisor®

Diversified Stock Fund -

Institutional Class

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,283.00

$ 2.91

HypotheticalA

 

$ 1,000.00

$ 1,022.45

$ 2.58

Class A

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,280.20

$ 4.85

HypotheticalA

 

$ 1,000.00

$ 1,020.75

$ 4.29

Class T

1.28%

 

 

 

Actual

 

$ 1,000.00

$ 1,277.30

$ 7.29

HypotheticalA

 

$ 1,000.00

$ 1,018.60

$ 6.46

Class B

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,274.90

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Class C

1.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,275.10

$ 10.07

HypotheticalA

 

$ 1,000.00

$ 1,016.15

$ 8.92

Institutional Class

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,281.00

$ 4.33

HypotheticalA

 

$ 1,000.00

$ 1,021.20

$ 3.84

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

5.5

5.1

JPMorgan Chase & Co.

4.2

3.8

Wells Fargo & Co.

3.1

3.2

Chevron Corp.

2.9

3.1

Google, Inc. Class A

2.8

3.3

Comcast Corp. Class A

1.9

1.2

IBM Corp.

1.9

2.0

Pfizer, Inc.

1.8

1.8

PepsiCo, Inc.

1.7

2.4

Visa, Inc. Class A

1.7

1.8

 

27.5

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

25.7

26.4

Financials

18.1

17.5

Consumer Discretionary

10.7

9.3

Health Care

10.7

9.7

Energy

10.6

13.8

Asset Allocation (% of fund's net assets)

As of March 31, 2012*

As of September 30, 2011**

jkl455945

Stocks 96.5%

 

jkl455945

Stocks 97.2%

 

jkl455948

Convertible
Securities 0.1%

 

jkl455950

Convertible
Securities 0.0%

 

jkl455952

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.4%

 

jkl455952

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.8%

 

* Foreign investments

13.4%

 

** Foreign investments

15.7%

 

jkl455955

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.3%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Auto Components - 0.2%

Delphi Automotive PLC

50,000

$ 1,580,000

TRW Automotive Holdings Corp. (a)

50,000

2,322,500

 

3,902,500

Distributors - 0.3%

Li & Fung Ltd.

2,374,000

5,447,703

Hotels, Restaurants & Leisure - 0.6%

Red Robin Gourmet Burgers, Inc. (a)

100,000

3,719,000

Ruth's Hospitality Group, Inc. (a)

500,000

3,795,000

Texas Roadhouse, Inc. Class A

225,000

3,744,000

 

11,258,000

Household Durables - 0.5%

D.R. Horton, Inc.

200,000

3,034,000

iRobot Corp. (a)

75,000

2,044,500

KB Home (d)

250,000

2,225,000

Toll Brothers, Inc. (a)

125,000

2,998,750

 

10,302,250

Media - 4.2%

Comcast Corp. Class A

1,250,000

37,512,500

DreamWorks Animation SKG, Inc. Class A (a)

225,000

4,151,250

News Corp. Class A

250,000

4,922,500

The Walt Disney Co.

500,000

21,890,000

Time Warner, Inc.

375,000

14,156,250

 

82,632,500

Multiline Retail - 0.7%

Dollar General Corp. (a)

55,000

2,541,000

Target Corp.

195,000

11,362,650

 

13,903,650

Specialty Retail - 1.9%

Citi Trends, Inc. (a)

325,000

3,724,500

Destination Maternity Corp.

200,000

3,714,000

Francescas Holdings Corp. (a)

120,000

3,793,200

Lowe's Companies, Inc.

550,000

17,259,000

Lumber Liquidators Holdings, Inc. (a)

51,329

1,288,871

Staples, Inc.

300,000

4,854,000

Talbots, Inc. (a)

700,000

2,121,000

 

36,754,571

Textiles, Apparel & Luxury Goods - 0.1%

Arezzo Industria e Comercio SA

100,000

1,738,821

TOTAL CONSUMER DISCRETIONARY

165,939,995

CONSUMER STAPLES - 10.1%

Beverages - 2.8%

Beam, Inc.

75,000

4,392,750

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

200,000

4,718,000

 

Shares

Value

Molson Coors Brewing Co. Class B

100,000

$ 4,525,000

PepsiCo, Inc.

500,000

33,175,000

The Coca-Cola Co.

100,000

7,401,000

 

54,211,750

Food & Staples Retailing - 1.2%

CVS Caremark Corp.

215,000

9,632,000

Drogasil SA

375,000

3,645,363

Walgreen Co.

275,000

9,209,750

 

22,487,113

Food Products - 1.0%

Danone

225,000

15,693,726

Green Mountain Coffee Roasters, Inc. (a)

86,363

4,045,243

 

19,738,969

Household Products - 2.8%

Colgate-Palmolive Co.

240,000

23,467,200

Procter & Gamble Co.

450,000

30,244,500

 

53,711,700

Tobacco - 2.3%

Altria Group, Inc.

250,000

7,717,500

British American Tobacco PLC sponsored ADR

135,000

13,664,700

Philip Morris International, Inc.

275,000

24,367,750

 

45,749,950

TOTAL CONSUMER STAPLES

195,899,482

ENERGY - 10.5%

Energy Equipment & Services - 1.7%

Cameron International Corp. (a)

50,000

2,641,500

Halliburton Co.

250,000

8,297,500

Helmerich & Payne, Inc.

50,000

2,697,500

McDermott International, Inc. (a)

154,500

1,979,145

National Oilwell Varco, Inc.

75,000

5,960,250

Noble Corp.

250,000

9,367,500

Trinidad Drilling Ltd.

300,000

1,948,774

 

32,892,169

Oil, Gas & Consumable Fuels - 8.8%

Amyris, Inc. (a)(d)

325,000

1,683,500

Apache Corp.

100,000

10,044,000

BP PLC sponsored ADR

400,000

18,000,000

Canadian Natural Resources Ltd.

175,000

5,799,709

Chevron Corp.

525,000

56,301,000

Clean Energy Fuels Corp. (a)(d)

175,000

3,724,000

EXCO Resources, Inc. (d)

400,000

2,652,000

Exxon Mobil Corp.

175,000

15,177,750

Hess Corp.

75,000

4,421,250

HollyFrontier Corp.

125,000

4,018,750

Newfield Exploration Co. (a)

50,000

1,734,000

Peabody Energy Corp.

150,000

4,344,000

Plains Exploration & Production Co. (a)

100,000

4,265,000

QEP Resources, Inc.

100,000

3,050,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Royal Dutch Shell PLC Class A sponsored ADR

275,000

$ 19,285,750

Suncor Energy, Inc.

350,000

11,434,515

Whiting Petroleum Corp. (a)

82,500

4,479,750

 

170,414,974

TOTAL ENERGY

203,307,143

FINANCIALS - 18.1%

Capital Markets - 4.1%

Ashmore Group PLC

1,250,000

7,347,703

Bank of New York Mellon Corp.

400,000

9,652,000

Goldman Sachs Group, Inc.

200,000

24,874,000

KKR & Co. LP

450,000

6,673,500

Manning & Napier, Inc.

200,000

2,940,000

Morgan Stanley

1,050,000

20,622,000

The Blackstone Group LP

400,000

6,376,000

 

78,485,203

Commercial Banks - 5.4%

Alliance Financial Corp.

200,000

6,062,000

BB&T Corp.

550,000

17,264,500

First Niagara Financial Group, Inc.

400,000

3,936,000

First Republic Bank (a)

125,000

4,117,500

M&T Bank Corp.

70,000

6,081,600

SunTrust Banks, Inc.

325,000

7,855,250

Wells Fargo & Co.

1,750,000

59,745,000

 

105,061,850

Diversified Financial Services - 5.5%

JPMorgan Chase & Co.

1,750,000

80,465,000

KKR Financial Holdings LLC

2,200,000

20,262,000

New Academy Holding Co. LLC unit (e)(f)

60,000

6,628,800

 

107,355,800

Insurance - 2.4%

ACE Ltd.

137,500

10,065,000

Allstate Corp.

225,000

7,407,000

Brasil Insurance Participacoes e Administracao SA

400,000

4,271,749

Hanover Insurance Group, Inc.

125,000

5,140,000

Lincoln National Corp.

300,000

7,908,000

MetLife, Inc.

200,000

7,470,000

RenaissanceRe Holdings Ltd.

50,000

3,786,500

 

46,048,249

Thrifts & Mortgage Finance - 0.7%

MGIC Investment Corp. (a)(d)

1,000,044

4,960,218

Radian Group, Inc. (d)

1,934,300

8,414,205

 

13,374,423

TOTAL FINANCIALS

350,325,525

 

Shares

Value

HEALTH CARE - 10.7%

Biotechnology - 1.7%

Alexion Pharmaceuticals, Inc. (a)

20,000

$ 1,857,200

Alnylam Pharmaceuticals, Inc. (a)

350,000

3,874,500

Amgen, Inc.

205,000

13,937,950

Gentium SpA sponsored ADR (a)

61,500

536,280

Gilead Sciences, Inc. (a)

100,000

4,885,000

PDL BioPharma, Inc. (d)

675,000

4,286,250

Synageva BioPharma Corp. (a)

75,000

2,690,250

Vertex Pharmaceuticals, Inc. (a)

27,900

1,144,179

 

33,211,609

Health Care Equipment & Supplies - 0.7%

Align Technology, Inc. (a)

75,000

2,066,250

EnteroMedics, Inc. (a)

422,730

955,370

HeartWare International, Inc. (a)(d)

75,000

4,926,750

St. Jude Medical, Inc.

75,000

3,323,250

Zimmer Holdings, Inc.

30,000

1,928,400

 

13,200,020

Health Care Providers & Services - 3.6%

Brookdale Senior Living, Inc. (a)

300,000

5,616,000

Emeritus Corp. (a)

153,472

2,710,316

Express Scripts, Inc. (a)

75,000

4,063,500

IPC The Hospitalist Co., Inc. (a)

105,000

3,875,550

Laboratory Corp. of America Holdings (a)

30,000

2,746,200

LHC Group, Inc. (a)

200,000

3,706,000

McKesson Corp.

225,000

19,748,250

MEDNAX, Inc. (a)

40,000

2,974,800

Quest Diagnostics, Inc.

50,000

3,057,500

WellPoint, Inc.

275,000

20,295,000

 

68,793,116

Health Care Technology - 0.2%

Epocrates, Inc. (a)

100,000

858,000

MedAssets, Inc. (a)

250,000

3,290,000

 

4,148,000

Pharmaceuticals - 4.5%

Abbott Laboratories

100,000

6,129,000

Auxilium Pharmaceuticals, Inc. (a)

75,000

1,392,750

Elan Corp. PLC sponsored ADR (a)

125,000

1,876,250

GlaxoSmithKline PLC sponsored ADR

287,500

12,911,625

Merck & Co., Inc.

600,000

23,040,000

Pfizer, Inc.

1,575,000

35,689,500

Roche Holding AG (participation certificate)

25,000

4,350,836

XenoPort, Inc. (a)

490,900

2,209,050

 

87,599,011

TOTAL HEALTH CARE

206,951,756

INDUSTRIALS - 8.1%

Aerospace & Defense - 1.4%

Honeywell International, Inc.

225,000

13,736,250

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Aerospace & Defense - continued

Lockheed Martin Corp.

50,000

$ 4,493,000

Rockwell Collins, Inc.

17,500

1,007,300

United Technologies Corp.

100,000

8,294,000

 

27,530,550

Air Freight & Logistics - 0.3%

C.H. Robinson Worldwide, Inc.

100,000

6,549,000

Building Products - 0.7%

Lennox International, Inc.

75,000

3,022,500

Owens Corning (a)

225,000

8,106,750

Quanex Building Products Corp.

150,000

2,644,500

 

13,773,750

Commercial Services & Supplies - 0.8%

Covanta Holding Corp.

400,000

6,492,000

EnerNOC, Inc. (a)(d)

250,000

1,800,000

Interface, Inc. Class A

250,000

3,487,500

Standard Parking Corp. (a)

175,000

3,587,500

 

15,367,000

Construction & Engineering - 0.6%

Fluor Corp.

75,000

4,503,000

Quanta Services, Inc. (a)

300,000

6,270,000

 

10,773,000

Electrical Equipment - 0.2%

GrafTech International Ltd. (a)

225,000

2,686,500

Polypore International, Inc. (a)(d)

30,000

1,054,800

 

3,741,300

Industrial Conglomerates - 1.8%

General Electric Co.

1,500,000

30,105,000

Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)

225,200

4,582,820

 

34,687,820

Machinery - 0.7%

Ingersoll-Rand PLC

300,000

12,405,000

PACCAR, Inc.

22,500

1,053,675

 

13,458,675

Professional Services - 1.0%

Acacia Research Corp. (f)

85,000

3,193,110

Acacia Research Corp. - Acacia Technologies (a)

190,000

7,930,600

Michael Page International PLC

1,050,000

8,061,480

 

19,185,190

Road & Rail - 0.6%

Con-way, Inc.

100,000

3,261,000

 

Shares

Value

CSX Corp.

200,000

$ 4,304,000

Swift Transporation Co. (a)

325,000

3,750,500

 

11,315,500

TOTAL INDUSTRIALS

156,381,785

INFORMATION TECHNOLOGY - 25.7%

Communications Equipment - 2.5%

Acme Packet, Inc. (a)

100,000

2,752,000

Brocade Communications Systems, Inc. (a)

1,050,000

6,037,500

Cisco Systems, Inc.

1,300,000

27,495,000

Juniper Networks, Inc. (a)

500,000

11,440,000

 

47,724,500

Computers & Peripherals - 6.2%

Apple, Inc. (a)

180,000

107,904,600

Fusion-io, Inc.

59,000

1,676,190

Hewlett-Packard Co.

479,000

11,414,570

 

120,995,360

Electronic Equipment & Components - 1.7%

Avnet, Inc. (a)

175,000

6,368,250

Corning, Inc.

1,200,000

16,896,000

Everlight Electronics Co. Ltd.

1,250,000

2,626,495

Fabrinet (a)

175,000

3,099,250

Itron, Inc. (a)

100,000

4,541,000

 

33,530,995

Internet Software & Services - 3.6%

Constant Contact, Inc. (a)(d)

100,000

2,979,000

Google, Inc. Class A (a)

85,000

54,505,400

SciQuest, Inc. (a)

450,010

6,858,152

VeriSign, Inc.

125,000

4,792,500

 

69,135,052

IT Services - 7.5%

Cognizant Technology Solutions Corp. Class A (a)

205,000

15,774,750

Fidelity National Information Services, Inc.

125,000

4,140,000

IBM Corp.

175,000

36,513,750

MasterCard, Inc. Class A

75,000

31,540,500

Paychex, Inc.

825,000

25,566,750

Visa, Inc. Class A

275,000

32,450,000

 

145,985,750

Semiconductors & Semiconductor Equipment - 2.3%

KLA-Tencor Corp.

100,000

5,442,000

Lam Research Corp. (a)

75,000

3,346,500

NXP Semiconductors NV (a)

218,300

5,808,963

Siliconware Precision Industries Co. Ltd. sponsored ADR (d)

1,500,000

9,060,000

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

1,000,000

15,280,000

Tessera Technologies, Inc.

304,700

5,256,075

 

44,193,538

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - 1.9%

Citrix Systems, Inc. (a)

25,000

$ 1,972,750

Concur Technologies, Inc. (a)

50,000

2,869,000

Kenexa Corp. (a)

50,000

1,562,000

Nuance Communications, Inc. (a)

225,000

5,755,500

Oracle Corp.

500,000

14,580,000

salesforce.com, Inc. (a)

50,000

7,725,500

VMware, Inc. Class A (a)

25,000

2,809,250

 

37,274,000

TOTAL INFORMATION TECHNOLOGY

498,839,195

MATERIALS - 1.8%

Chemicals - 1.0%

Air Products & Chemicals, Inc.

25,000

2,295,000

Cabot Corp.

110,000

4,694,800

Ecolab, Inc.

110,000

6,789,200

Olin Corp.

125,000

2,718,750

W.R. Grace & Co. (a)

50,000

2,890,000

 

19,387,750

Metals & Mining - 0.8%

Gem Diamonds Ltd. (a)

975,000

4,265,267

Nucor Corp.

250,000

10,737,500

 

15,002,767

TOTAL MATERIALS

34,390,517

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

Cbeyond, Inc. (a)

150,000

1,200,000

UTILITIES - 0.8%

Electric Utilities - 0.6%

Entergy Corp.

50,000

3,360,000

NextEra Energy, Inc.

125,000

7,635,000

 

10,995,000

Multi-Utilities - 0.2%

TECO Energy, Inc.

225,000

3,948,750

TOTAL UTILITIES

14,943,750

TOTAL COMMON STOCKS

(Cost $1,627,105,965)


1,828,179,148

Nonconvertible Preferred Stocks - 2.2%

Shares

Value

CONSUMER DISCRETIONARY - 2.2%

Automobiles - 2.2%

Porsche Automobil Holding SE (Germany)

349,950

$ 20,651,954

Volkswagen AG

120,000

21,101,010

 

41,752,964

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $37,242,496)


41,752,964

Convertible Bonds - 0.1%

 

Principal Amount

 

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17 (f)

(Cost $2,000,000)

$ 2,000,000


1,781,120

Money Market Funds - 4.4%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

66,672,156

66,672,156

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

19,652,710

19,652,710

TOTAL MONEY MARKET FUNDS

(Cost $86,324,866)


86,324,866

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $1,752,673,327)

1,958,038,098

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(19,366,568)

NET ASSETS - 100%

$ 1,938,671,530

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,603,030 or 0.6% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Acacia Research Corp.

2/16/12

$ 3,123,750

Amyris, Inc. 3% 2/27/17

2/27/12

$ 2,000,000

New Academy Holding Co. LLC unit

8/1/11

$ 6,324,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 31,331

Fidelity Securities Lending Cash Central Fund

253,352

Total

$ 284,683

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 207,692,959

$ 207,692,959

$ -

$ -

Consumer Staples

195,899,482

195,899,482

-

-

Energy

203,307,143

203,307,143

-

-

Financials

350,325,525

343,696,725

-

6,628,800

Health Care

206,951,756

206,951,756

-

-

Industrials

156,381,785

153,188,675

3,193,110

-

Information Technology

498,839,195

498,839,195

-

-

Materials

34,390,517

34,390,517

-

-

Telecommunication Services

1,200,000

1,200,000

-

-

Utilities

14,943,750

14,943,750

-

-

Corporate Bonds

1,781,120

-

-

1,781,120

Money Market Funds

86,324,866

86,324,866

-

-

Total Investments in Securities:

$ 1,958,038,098

$ 1,946,435,068

$ 3,193,110

$ 8,409,920

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

Investments in Securities:

Beginning Balance

$ 6,024,000

Total Realized Gain (Loss)

(2)

Total Unrealized Gain (Loss)

385,922

Cost of Purchases

2,000,000

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 8,409,920

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ 385,920

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

86.6%

United Kingdom

4.1%

Germany

2.2%

Taiwan

1.3%

Switzerland

1.2%

Canada

1.0%

Others (Individually Less Than 1%)

3.6%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $18,854,874) - See accompanying schedule:

Unaffiliated issuers (cost $1,666,348,461)

$ 1,871,713,232

 

Fidelity Central Funds (cost $86,324,866)

86,324,866

 

Total Investments (cost $1,752,673,327)

 

$ 1,958,038,098

Receivable for investments sold

36

Receivable for fund shares sold

236,273

Dividends receivable

2,262,901

Interest receivable

5,500

Distributions receivable from Fidelity Central Funds

41,823

Prepaid expenses

2,291

Other receivables

69,517

Total assets

1,960,656,439

 

 

 

Liabilities

Payable for investments purchased

$ 454,767

Payable for fund shares redeemed

861,247

Accrued management fee

683,607

Distribution and service plan fees payable

35,942

Other affiliated payables

197,985

Other payables and accrued expenses

98,651

Collateral on securities loaned, at value

19,652,710

Total liabilities

21,984,909

 

 

 

Net Assets

$ 1,938,671,530

Net Assets consist of:

 

Paid in capital

$ 2,191,209,959

Undistributed net investment income

5,739,742

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

(463,644,186)

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

205,366,015

Net Assets

$ 1,938,671,530

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($1,572,662,822 ÷ 93,407,031 shares)

$ 16.84

 

 

 

Class A:
Net Asset Value and redemption price per share ($123,799,344 ÷ 7,488,477 shares)

$ 16.53

 

 

 

Maximum offering price per share (100/94.25 of $16.53)

$ 17.54

Class T:
Net Asset Value and redemption price per share ($14,132,828 ÷ 858,108 shares)

$ 16.47

 

 

 

Maximum offering price per share (100/96.50 of $16.47)

$ 17.07

Class B:
Net Asset Value and offering price per share ($967,564 ÷ 59,340 shares)A

$ 16.31

 

 

 

Class C:
Net Asset Value and offering price per share ($4,672,498 ÷ 287,178 shares)A

$ 16.27

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($222,436,474 ÷ 12,964,766 shares)

$ 17.16

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.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 16,567,823

Interest

 

5,588

Income from Fidelity Central Funds

 

284,683

Total income

 

16,858,094

 

 

 

Expenses

Management fee

$ 3,788,290

Transfer agent fees

660,113

Distribution and service plan fees

197,077

Accounting and security lending fees

274,136

Custodian fees and expenses

24,613

Independent trustees' compensation

5,580

Appreciation in deferred trustee compensation account

342

Registration fees

35,333

Audit

34,965

Legal

13,702

Miscellaneous

8,879

Total expenses before reductions

5,043,030

Expense reductions

(28,345)

5,014,685

Net investment income (loss)

11,843,409

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

32,315,006

Foreign currency transactions

96,790

Total net realized gain (loss)

 

32,411,796

Change in net unrealized appreciation (depreciation) on:

Investment securities

388,821,261

Assets and liabilities in foreign currencies

13,478

Total change in net unrealized appreciation (depreciation)

 

388,834,739

Net gain (loss)

421,246,535

Net increase (decrease) in net assets resulting from operations

$ 433,089,944

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 11,843,409

$ 20,383,560

Net realized gain (loss)

32,411,796

107,987,447

Change in net unrealized appreciation (depreciation)

388,834,739

(113,032,427)

Net increase (decrease) in net assets resulting from operations

433,089,944

15,338,580

Distributions to shareholders from net investment income

(22,240,486)

(17,474,487)

Distributions to shareholders from net realized gain

(3,331,372)

(5,265,348)

Total distributions

(25,571,858)

(22,739,835)

Share transactions - net increase (decrease)

(30,668,907)

(50,888,703)

Total increase (decrease) in net assets

376,849,179

(58,289,958)

 

 

 

Net Assets

Beginning of period

1,561,822,351

1,620,112,309

End of period (including undistributed net investment income of $5,739,742 and undistributed net investment income of $16,136,819, respectively)

$ 1,938,671,530

$ 1,561,822,351

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

$ 14.82

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .11

.18

.15

.13

.20

.15

Net realized and unrealized gain (loss)

  3.63

(.20)

1.21

.29

(5.41)

2.62

Total from investment operations

  3.74

(.02)

1.36

.42

(5.21)

2.77

Distributions from net investment income

  (.20)

(.15)

(.14)

(.15)

(.17)

(.15)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.23)

(.20) J

(.14) I

(.15)

(.17)

(.15)

Net asset value, end of period

$ 16.84

$ 13.33

$ 13.55

$ 12.33

$ 12.06

$ 17.44

Total Return B, C, D

  28.30%

(.32)%

11.15%

4.04%

(30.13)%

18.83%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of fee waivers, if any

  .51% A

.51%

.51%

.51%

.49%

.49%

Expenses net of all reductions

  .51% A

.50%

.50%

.50%

.48%

.48%

Net investment income (loss)

  1.40% A

1.20%

1.20%

1.34%

1.30%

.95%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,572,663

$ 1,268,316

$ 1,458,736

$ 1,708,710

$ 1,758,888

$ 2,878,127

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. ITotal 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. JTotal distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Financial Highlights - Class A

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

$ 14.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .08

.13

.10

.08

.13

.08

Net realized and unrealized gain (loss)

  3.56

(.20)

1.19

.30

(5.29)

2.56

Total from investment operations

  3.64

(.07)

1.29

.38

(5.16)

2.64

Distributions from net investment income

  (.15)

(.10)

(.09)

(.09)

(.11)

(.10)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.18)

(.14)

(.10)

(.09)

(.11)

(.10)

Net asset value, end of period

$ 16.53

$ 13.07

$ 13.28

$ 12.09

$ 11.80

$ 17.07

Total Return B, C, D, E

  28.02%

(.62)%

10.70%

3.59%

(30.42)%

18.25%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of fee waivers, if any

  .85% A

.86%

.88%

.95%

.92%

.91%

Expenses net of all reductions

  .84% A

.85%

.87%

.93%

.91%

.90%

Net investment income (loss)

  1.06% A

.85%

.82%

.90%

.87%

.52%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 123,799

$ 98,808

$ 110,672

$ 129,758

$ 124,522

$ 182,686

Portfolio turnover rate H

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ETotal returns do not include the effect of the sales charges. FCalculated based on average shares outstanding during the period. GFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. HAmount does not include the portfolio activity of any underlying Fidelity Central Funds. IExpense 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

$ 14.45

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.06

.05

.05

.08

.03

Net realized and unrealized gain (loss)

  3.54

(.19)

1.18

.32

(5.26)

2.54

Total from investment operations

  3.59

(.13)

1.23

.37

(5.18)

2.57

Distributions from net investment income

  (.08)

(.05)

(.05)

(.02)

(.04)

(.11)

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.11)

(.09)

(.06)

(.02)

(.04)

(.11)

Net asset value, end of period

$ 16.47

$ 12.99

$ 13.21

$ 12.04

$ 11.69

$ 16.91

Total Return B, C, D

  27.73%

(1.05)%

10.25%

3.25%

(30.69)%

17.90%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of fee waivers, if any

  1.28% A

1.29%

1.30%

1.33%

1.27%

1.23%

Expenses net of all reductions

  1.28% A

1.28%

1.29%

1.32%

1.26%

1.22%

Net investment income (loss)

  .62% A

.42%

.40%

.52%

.53%

.20%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,133

$ 11,251

$ 12,051

$ 11,378

$ 12,444

$ 26,732

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the sales charges. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.38

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- J

- J

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.17

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.16

.31

(5.21)

2.48

Distributions from net investment income

  - J

-

(.01)

-

-

(.06)

Distributions from net realized gain

  (.03)

(.02)

(.01)

-

-

-

Total distributions

  (.03)

(.02)

(.02)

-

-

(.06)

Net asset value, end of period

$ 16.31

$ 12.82

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.49%

(1.57)%

9.72%

2.67%

(31.01)%

17.26%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.80%

1.83%

1.79%

1.81%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.80%

Net investment income (loss)

  .14% A

(.07)%

(.10)%

.02%

-% H

(.37)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 968

$ 776

$ 1,060

$ 1,072

$ 853

$ 1,356

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HAmount represents less than .01%. IExpense 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. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

$ 14.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.01)

(.01)

- I

- I

(.06)

Net realized and unrealized gain (loss)

  3.51

(.19)

1.16

.31

(5.21)

2.54

Total from investment operations

  3.52

(.20)

1.15

.31

(5.21)

2.48

Distributions from net investment income

  (.03)

-

(.01)

-

-

(.05)

Distributions from net realized gain

  (.03)

(.03)

(.01)

-

-

-

Total distributions

  (.06)

(.03)

(.01) J

-

-

(.05)

Net asset value, end of period

$ 16.27

$ 12.81

$ 13.04

$ 11.90

$ 11.59

$ 16.80

Total Return B, C, D

  27.51%

(1.58)%

9.69%

2.67%

(31.01)%

17.31%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of fee waivers, if any

  1.77% A

1.78%

1.79%

1.82%

1.79%

1.79%

Expenses net of all reductions

  1.77% A

1.77%

1.79%

1.81%

1.78%

1.78%

Net investment income (loss)

  .14% A

(.07)%

(.09)%

.03%

.01%

(.36)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,672

$ 3,030

$ 2,853

$ 2,501

$ 2,676

$ 4,897

Portfolio turnover rate G

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DTotal returns do not include the effect of the contingent deferred sales charge. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HExpense 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. IAmount represents less than $.01 per share. JTotal 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

$ 14.77

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .09

.15

.11

.10

.17

.12

Net realized and unrealized gain (loss)

  3.70

(.20)

1.24

.34

(5.45)

2.67

Total from investment operations

  3.79

(.05)

1.35

.44

(5.28)

2.79

Distributions from net investment income

  (.18)

(.15)

(.10)

(.02)

(.13)

-

Distributions from net realized gain

  (.03)

(.04)

(.01)

-

-

-

Total distributions

  (.21)

(.19)

(.10) H

(.02)

(.13)

-

Net asset value, end of period

$ 17.16

$ 13.58

$ 13.82

$ 12.57

$ 12.15

$ 17.56

Total Return B, C

  28.10%

(.50)%

10.81%

3.75%

(30.25)%

18.89%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of fee waivers, if any

  .76% A

.74%

.78%

.79%

.69%

.65%

Expenses net of all reductions

  .75% A

.73%

.77%

.77%

.69%

.64%

Net investment income (loss)

  1.15% A

.97%

.92%

1.06%

1.10%

.78%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 222,436

$ 179,641

$ 34,740

$ 1,344

$ 5,242

$ 42,212

Portfolio turnover rate F

  34% A

76%

102%

162%

121%

148%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GExpense 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. HTotal 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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 March 31, 2012, 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:

Semiannual Report

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 these securities 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. 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.

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.

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, 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

$ 314,305,133

Gross unrealized depreciation

(118,968,890)

Net unrealized appreciation (depreciation) on securities and other investments

$ 195,336,243

 

 

Tax cost

$ 1,762,701,855

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (450,735,013)

2018

(24,002,417)

Total capital loss carryforward

$ (474,737,430)

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 $291,601,390 and $358,127,648, 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 .17% of the Fund's average net assets and an annualized 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 annualized management fee rate was .43% of the Fund's average net assets.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of 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

-%

.25%

$ 141,485

$ 22,380

Class T

.25%

.25%

31,924

21

Class B

.75%

.25%

4,501

3,376

Class C

.75%

.25%

19,167

4,055

 

 

 

$ 197,077

$ 29,832

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 12,019

Class T

3,314

Class B*

954

Class C*

369

 

$ 16,656

* 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

$ 273,287

.04

Class A

70,408

.12

Class T

19,919

.31

Class B

1,344

.30

Class C

5,715

.30

Institutional Class

289,440

.28

 

$ 660,113

 

* Annualized

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $8,933 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,700 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $253,352, including $376 from securities loaned to FCM.

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 $28,314 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $31.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
March 31, 2012

Year ended
September 30, 2011

From net investment income

 

 

Class O

$ 18,723,610

$ 15,800,906

Class A

1,121,461

793,484

Class T

65,856

41,691

Class B

60

-

Class C

6,521

-

Institutional Class

2,322,978

838,406

Total

$ 22,240,486

$ 17,474,487

 

From net realized gain

 

 

Class O

$ 2,701,394

$ 4,604,191

Class A

218,271

359,871

Class T

24,485

39,878

Class B

1,755

1,300

Class C

7,004

5,695

Institutional Class

378,463

254,413

Total

$ 3,331,372

$ 5,265,348

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31, 2012

Year ended
September 30, 2011

Six months ended
March 31, 2012

Year ended
September 30, 2011

Class O

 

 

 

 

Shares sold

4,148,806

5,397,022

$ 65,237,657

$ 80,718,498

Reinvestment of distributions

1,264,505

1,202,134

18,689,381

17,731,460

Shares redeemed

(7,149,796)

(19,120,847)

(109,754,165)

(289,198,834)

Net increase (decrease)

(1,736,485)

(12,521,691)

$ (25,827,127)

$ (190,748,876)

Class A

 

 

 

 

Shares sold

678,855

1,717,597

$ 10,140,053

$ 25,412,083

Reinvestment of distributions

87,570

74,702

1,272,398

1,083,158

Shares redeemed

(838,581)

(2,563,138)

(12,609,079)

(37,854,858)

Net increase (decrease)

(72,156)

(770,839)

$ (1,196,628)

$ (11,359,617)

Class T

 

 

 

 

Shares sold

88,559

158,749

$ 1,326,907

$ 2,355,345

Reinvestment of distributions

5,997

5,400

86,960

78,078

Shares redeemed

(102,911)

(209,985)

(1,519,794)

(3,151,921)

Net increase (decrease)

(8,355)

(45,836)

$ (105,927)

$ (718,498)

Class B

 

 

 

 

Shares sold

5,809

6,828

$ 86,823

$ 96,696

Reinvestment of distributions

118

83

1,690

1,194

Shares redeemed

(7,154)

(27,678)

(109,716)

(405,514)

Net increase (decrease)

(1,227)

(20,767)

$ (21,203)

$ (307,624)

Class C

 

 

 

 

Shares sold

77,803

65,288

$ 1,148,379

$ 956,325

Reinvestment of distributions

890

370

12,767

5,303

Shares redeemed

(27,940)

(47,958)

(410,883)

(699,223)

Net increase (decrease)

50,753

17,700

$ 750,263

$ 262,405

Institutional Class

 

 

 

 

Shares sold

33,089

11,431,490

$ 512,440

$ 163,363,083

Reinvestment of distributions

178,776

72,217

2,695,938

1,086,867

Shares redeemed

(478,891)

(785,458)

(7,476,663)

(12,466,443)

Net increase (decrease)

(267,026)

10,718,249

$ (4,268,285)

$ 151,983,507

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

ADESI-I-USAN-0512
1.814752.106

(Fidelity Investment logo)(registered trademark)

mno455959

Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Capital Development Fund -

Class A

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,219.40

$ 3.38

HypotheticalA

 

$ 1,000.00

$ 1,021.95

$ 3.08

Class A

.95%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.60

$ 5.27

HypotheticalA

 

$ 1,000.00

$ 1,020.25

$ 4.80

Class T

1.46%

 

 

 

Actual

 

$ 1,000.00

$ 1,215.50

$ 8.09

HypotheticalA

 

$ 1,000.00

$ 1,017.70

$ 7.36

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,212.50

$ 10.51

HypotheticalA

 

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

1.86%

 

 

 

Actual

 

$ 1,000.00

$ 1,211.90

$ 10.29

HypotheticalA

 

$ 1,000.00

$ 1,015.70

$ 9.37

Institutional Class

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.90

$ 4.99

HypotheticalA

 

$ 1,000.00

$ 1,020.50

$ 4.55

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.1

6.3

Chevron Corp.

2.3

2.3

Wells Fargo & Co.

1.9

1.4

JPMorgan Chase & Co.

1.9

1.3

Exxon Mobil Corp.

1.4

1.0

Ross Stores, Inc.

1.4

1.1

TJX Companies, Inc.

1.4

1.2

Citigroup, Inc.

1.3

0.0

Wal-Mart Stores, Inc.

1.1

0.0

Amazon.com, Inc.

1.1

1.2

 

19.9

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

20.6

22.2

Consumer Discretionary

19.1

14.6

Energy

11.7

10.1

Financials

11.6

7.3

Consumer Staples

10.8

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2012 *

As of September 30, 2011 **

mno455966

Stocks 99.6%

 

mno455966

Stocks 98.0%

 

mno455969

Convertible
Securities 0.1%

 

mno455969

Convertible
Securities 0.2%

 

mno455972

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.3%

 

mno455972

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.8%

 

* Foreign investments

22.0%

 

** Foreign investments

22.8%

 

mno455975

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value

CONSUMER DISCRETIONARY - 19.1%

Auto Components - 0.3%

Tenneco, Inc. (a)

40,000

$ 1,486,000

TRW Automotive Holdings Corp. (a)

170,200

7,905,790

 

9,391,790

Automobiles - 0.6%

Bajaj Auto Ltd.

250,000

8,254,499

Ford Motor Co.

250,000

3,122,500

PT Astra International Tbk

100,000

808,725

Tesla Motors, Inc. (a)(d)

119,400

4,446,456

 

16,632,180

Distributors - 0.7%

Li & Fung Ltd.

8,780,000

20,147,780

Diversified Consumer Services - 0.3%

Anhanguera Educacional Participacoes SA

530,000

6,385,717

Collectors Universe, Inc.

100,000

1,724,000

 

8,109,717

Hotels, Restaurants & Leisure - 0.9%

Bravo Brio Restaurant Group, Inc. (a)

113,800

2,271,448

Dunkin' Brands Group, Inc.

110,800

3,336,188

Jubilant Foodworks Ltd. (a)

100,000

2,313,207

McDonald's Corp.

30,000

2,943,000

Starbucks Corp.

100,000

5,589,000

The Cheesecake Factory, Inc. (a)

20,000

587,800

Tim Hortons, Inc. (Canada)

154,000

8,237,622

 

25,278,265

Household Durables - 0.0%

Toll Brothers, Inc. (a)

53,700

1,288,263

Internet & Catalog Retail - 1.6%

Amazon.com, Inc. (a)

146,100

29,586,711

Priceline.com, Inc. (a)

9,600

6,888,000

Start Today Co. Ltd. (d)

388,100

7,164,907

 

43,639,618

Leisure Equipment & Products - 0.5%

Bauer Performance Sports Ltd. (e)

817,600

6,147,060

Hasbro, Inc.

238,600

8,761,392

 

14,908,452

Media - 1.4%

Comcast Corp. Class A

100,000

3,001,000

Pandora Media, Inc. (d)

353,000

3,604,130

The Walt Disney Co.

665,200

29,122,456

Time Warner, Inc.

100,000

3,775,000

 

39,502,586

Multiline Retail - 2.2%

Dollar General Corp. (a)

186,300

8,607,060

Dollar Tree, Inc. (a)

60,000

5,669,400

Dollarama, Inc.

471,000

21,964,734

Marisa Lojas SA

600,000

8,165,612

 

Shares

Value

Springland International Holdings Ltd.

1,750,000

$ 1,266,483

Target Corp.

256,000

14,917,120

 

60,590,409

Specialty Retail - 5.6%

Ascena Retail Group, Inc. (a)

100,000

4,432,000

AutoZone, Inc. (a)

44,700

16,619,460

Charming Shoppes, Inc. (a)

350,000

2,065,000

China ZhengTong Auto Services Holdings Ltd. (a)

504,000

504,935

Destination Maternity Corp.

383,100

7,114,167

Dick's Sporting Goods, Inc.

150,000

7,212,000

Express, Inc. (a)

23,600

589,528

Guess?, Inc.

221,000

6,906,250

Jos. A. Bank Clothiers, Inc. (a)

28,200

1,421,562

Kirkland's, Inc. (a)

95,241

1,540,999

Limited Brands, Inc.

263,600

12,652,800

New York & Co., Inc. (a)

1,449,187

5,405,468

PT ACE Hardware Indonesia Tbk

8,999,000

4,379,421

Ross Stores, Inc.

686,070

39,860,667

Sally Beauty Holdings, Inc. (a)

194,400

4,821,120

SuperGroup PLC (a)(d)

218,200

2,149,907

Teavana Holdings, Inc. (a)

20,000

394,400

TJX Companies, Inc.

995,900

39,547,189

 

157,616,873

Textiles, Apparel & Luxury Goods - 5.0%

Arezzo Industria e Comercio SA

14,000

243,435

Bosideng International Holdings Ltd.

13,500,000

4,224,400

Coach, Inc.

100,000

7,728,000

Daphne International Holdings Ltd.

3,000,000

4,110,436

Gildan Activewear, Inc.

100,000

2,751,742

Liz Claiborne, Inc. (a)(d)

1,025,000

13,694,000

lululemon athletica, Inc. (a)

105,842

7,904,281

Michael Kors Holdings Ltd.

231,000

10,762,290

NIKE, Inc. Class B

100,000

10,844,000

PVH Corp.

186,400

16,651,112

Ralph Lauren Corp.

82,500

14,382,225

Samsonite International SA

1,307,700

2,377,759

Steven Madden Ltd. (a)

316,903

13,547,603

Vera Bradley, Inc. (a)(d)

223,762

6,755,375

VF Corp.

84,653

12,357,645

Warnaco Group, Inc. (a)

186,900

10,914,960

 

139,249,263

TOTAL CONSUMER DISCRETIONARY

536,355,196

CONSUMER STAPLES - 10.8%

Beverages - 2.1%

Anheuser-Busch InBev SA NV

83,846

6,106,176

Anheuser-Busch InBev SA NV:

ADR

65,000

4,726,800

(strip VVPR) (a)

160,000

640

Beam, Inc.

230,000

13,471,100

Dr Pepper Snapple Group, Inc.

352,400

14,170,004

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

300,200

$ 18,639,418

United Breweries Ltd.

63,029

668,409

 

57,782,547

Food & Staples Retailing - 2.5%

Drogasil SA

983,666

9,562,185

Fresh Market, Inc. (a)(d)

137,800

6,607,510

PriceSmart, Inc.

149,300

10,870,533

Wal-Mart Stores, Inc.

521,300

31,903,560

Whole Foods Market, Inc.

140,000

11,648,000

 

70,591,788

Food Products - 1.4%

Annie's, Inc.

2,400

83,616

Biostime International Holdings Ltd.

2,478,000

6,375,610

Green Mountain Coffee Roasters, Inc. (a)

166,999

7,822,233

Kraft Foods, Inc. Class A

270,000

10,262,700

Orion Corp.

10,000

7,024,979

TreeHouse Foods, Inc. (a)

131,500

7,824,250

 

39,393,388

Household Products - 1.2%

Colgate-Palmolive Co.

197,400

19,301,772

Procter & Gamble Co.

238,300

16,016,143

 

35,317,915

Personal Products - 1.4%

Herbalife Ltd.

370,260

25,481,293

Nu Skin Enterprises, Inc. Class A

232,263

13,450,350

 

38,931,643

Tobacco - 2.2%

Altria Group, Inc.

50,000

1,543,500

British American Tobacco PLC:

(United Kingdom)

200,000

10,074,920

sponsored ADR

60,000

6,073,200

Imperial Tobacco Group PLC

100,000

4,054,733

Lorillard, Inc.

131,100

16,974,828

Philip Morris International, Inc.

257,900

22,852,519

 

61,573,700

TOTAL CONSUMER STAPLES

303,590,981

ENERGY - 11.7%

Energy Equipment & Services - 2.6%

Baker Hughes, Inc.

285,834

11,987,878

Cameron International Corp. (a)

67,000

3,539,610

Halliburton Co.

722,900

23,993,051

Nabors Industries Ltd. (a)

272,800

4,771,272

National Oilwell Varco, Inc.

100,000

7,947,000

Rowan Companies, Inc. (a)

142,900

4,705,697

Schlumberger Ltd.

40,000

2,797,200

 

Shares

Value

Transocean Ltd. (United States)

150,000

$ 8,205,000

Tuscany International Drilling, Inc. (a)(e)

7,000,000

5,262,894

 

73,209,602

Oil, Gas & Consumable Fuels - 9.1%

Anadarko Petroleum Corp.

170,500

13,356,970

Apache Corp.

214,100

21,504,204

Bellatrix Exploration Ltd. (a)

915,600

4,827,884

Bumi PLC

495,058

4,960,911

Chevron Corp.

600,900

64,440,516

ConocoPhillips

175,700

13,354,957

Crestwood Midstream Partners LP

100,000

2,851,000

Crown Point Ventures Ltd. (e)

419,300

584,258

Enbridge Energy Partners LP

150,000

4,645,500

Energy Partners Ltd. (a)(d)

841,100

13,970,671

Enterprise Products Partners LP

113,200

5,713,204

Exxon Mobil Corp.

468,000

40,589,640

Hess Corp.

95,300

5,617,935

HollyFrontier Corp.

336,770

10,827,156

Madalena Ventures, Inc. (a)

9,484,500

8,747,171

Madalena Ventures, Inc. (e)

324,500

299,273

Marathon Petroleum Corp.

86,900

3,767,984

Noble Energy, Inc.

38,100

3,725,418

Occidental Petroleum Corp.

156,800

14,932,064

Williams Companies, Inc.

415,558

12,803,342

WPX Energy, Inc.

124,600

2,244,046

 

253,764,104

TOTAL ENERGY

326,973,706

FINANCIALS - 11.6%

Capital Markets - 1.8%

Goldman Sachs Group, Inc.

69,900

8,693,463

Invesco Ltd.

423,300

11,289,411

Morgan Stanley

800,000

15,712,000

State Street Corp.

320,000

14,560,000

 

50,254,874

Commercial Banks - 3.2%

BSB Bancorp, Inc.

100,000

1,121,000

CIT Group, Inc. (a)

100,000

4,124,000

HDFC Bank Ltd.

573,925

5,861,545

HDFC Bank Ltd. sponsored ADR

100,000

3,410,000

Huntington Bancshares, Inc.

797,600

5,144,520

PNC Financial Services Group, Inc.

100,000

6,449,000

Regions Financial Corp.

700,000

4,613,000

SunTrust Banks, Inc.

200,000

4,834,000

Wells Fargo & Co.

1,572,650

53,690,271

 

89,247,336

Consumer Finance - 1.3%

Capital One Financial Corp.

300,000

16,722,000

Discover Financial Services

605,400

20,184,036

 

36,906,036

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 3.2%

Citigroup, Inc.

992,900

$ 36,290,495

JPMorgan Chase & Co.

1,147,800

52,775,844

 

89,066,339

Insurance - 1.1%

ACE Ltd.

40,000

2,928,000

Berkshire Hathaway, Inc. Class A (a)

66

8,045,400

Intact Financial Corp. (a)(e)

120,000

7,221,292

Lincoln National Corp.

303,400

7,997,624

Platinum Underwriters Holdings Ltd.

98,167

3,583,096

 

29,775,412

Real Estate Investment Trusts - 0.5%

CBL & Associates Properties, Inc.

312,700

5,916,284

Dundee (REIT) (e)

600,000

6,080,898

Simon Property Group, Inc.

25,000

3,642,000

 

15,639,182

Real Estate Management & Development - 0.5%

DLF Ltd.

1,580,000

6,269,348

Iguatemi Empresa de Shopping Centers SA

295,000

6,785,509

 

13,054,857

Thrifts & Mortgage Finance - 0.0%

Housing Development Finance Corp. Ltd.

105,000

1,390,432

TOTAL FINANCIALS

325,334,468

HEALTH CARE - 8.7%

Biotechnology - 1.5%

ADVENTRX Pharmaceuticals, Inc. (a)(d)

2,334,324

1,610,684

ADVENTRX Pharmaceuticals, Inc. warrants 11/16/16 (a)

667,162

56,300

Alexion Pharmaceuticals, Inc. (a)

145,112

13,475,100

Amgen, Inc.

18,315

1,245,237

AVEO Pharmaceuticals, Inc. (a)

405,900

5,037,219

Clovis Oncology, Inc.

28,400

722,780

Dynavax Technologies Corp. (a)

2,218,511

11,225,666

ImmunoGen, Inc. (a)

164,623

2,368,925

NPS Pharmaceuticals, Inc. (a)

28,900

197,676

Theravance, Inc. (a)

125,000

2,437,500

ZIOPHARM Oncology, Inc. (a)(d)

472,200

2,549,880

 

40,926,967

Health Care Equipment & Supplies - 1.8%

Baxter International, Inc.

288,900

17,270,442

Boston Scientific Corp. (a)

819,800

4,902,404

Covidien PLC

313,400

17,136,712

Insulet Corp. (a)

100,000

1,914,000

Sirona Dental Systems, Inc. (a)

180,000

9,277,200

 

50,500,758

 

Shares

Value

Health Care Providers & Services - 2.5%

Accretive Health, Inc. (a)

50,000

$ 998,500

Express Scripts, Inc. (a)

70,000

3,792,600

Hanger Orthopedic Group, Inc. (a)

621,338

13,582,449

Humana, Inc.

100,000

9,248,000

McKesson Corp.

154,700

13,578,019

UnitedHealth Group, Inc.

230,000

13,556,200

WellPoint, Inc.

220,000

16,236,000

 

70,991,768

Health Care Technology - 0.0%

athenahealth, Inc. (a)

11,800

874,616

Pharmaceuticals - 2.9%

Abbott Laboratories

197,900

12,129,291

Allergan, Inc.

106,400

10,153,752

Eli Lilly & Co.

200,000

8,054,000

GlaxoSmithKline PLC sponsored ADR

205,000

9,206,550

Johnson & Johnson

190,000

12,532,400

Meda AB (A Shares)

500,000

4,768,598

Merck & Co., Inc.

100,000

3,840,000

PT Kalbe Farma Tbk

11,000,000

4,270,547

Shire PLC

400,000

12,798,550

ViroPharma, Inc. (a)

100,000

3,007,000

 

80,760,688

TOTAL HEALTH CARE

244,054,797

INDUSTRIALS - 8.7%

Aerospace & Defense - 3.1%

Esterline Technologies Corp. (a)

166,083

11,868,291

Honeywell International, Inc.

449,367

27,433,855

Precision Castparts Corp.

16,000

2,766,400

Textron, Inc.

410,200

11,415,866

Ultra Electronics Holdings PLC

120,000

3,357,031

United Technologies Corp.

346,500

28,738,710

 

85,580,153

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

180,800

14,594,176

Building Products - 0.2%

Fortune Brands Home & Security, Inc. (a)

285,000

6,289,950

Commercial Services & Supplies - 0.4%

United Stationers, Inc.

361,400

11,214,242

Construction & Engineering - 0.8%

EMCOR Group, Inc.

308,400

8,548,848

Foster Wheeler AG (a)

330,000

7,510,800

Jacobs Engineering Group, Inc. (a)

98,600

4,374,882

MYR Group, Inc. (a)

120,000

2,143,200

 

22,577,730

Electrical Equipment - 0.4%

Fushi Copperweld, Inc. (a)

303,500

2,291,425

GrafTech International Ltd. (a)

321,900

3,843,486

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Electrical Equipment - continued

Polypore International, Inc. (a)(d)

120,000

$ 4,219,200

Regal-Beloit Corp.

28,000

1,835,400

 

12,189,511

Industrial Conglomerates - 0.2%

Danaher Corp.

21,900

1,226,400

Max India Ltd. (a)

800,000

2,660,635

 

3,887,035

Machinery - 0.7%

Caterpillar, Inc.

30,000

3,195,600

Cummins, Inc.

14,100

1,692,564

Jain Irrigation Systems Ltd.

301,378

583,551

Jain Irrigation Systems Ltd. DVR (a)

15,068

14,210

Pall Corp.

184,000

10,971,920

Westport Innovations, Inc. (a)(d)

100,000

4,092,000

 

20,549,845

Professional Services - 0.5%

Nielsen Holdings B.V. (a)

356,400

10,741,896

Qualicorp SA

425,000

3,642,624

 

14,384,520

Road & Rail - 1.8%

CSX Corp.

590,000

12,696,800

Norfolk Southern Corp.

205,000

13,495,150

Union Pacific Corp.

213,500

22,946,980

 

49,138,930

Trading Companies & Distributors - 0.1%

Superior Plus Corp.

350,000

2,610,395

TOTAL INDUSTRIALS

243,016,487

INFORMATION TECHNOLOGY - 20.6%

Communications Equipment - 1.2%

Motorola Solutions, Inc.

229,000

11,640,070

Nokia Corp. sponsored ADR (d)

500,000

2,745,000

QUALCOMM, Inc.

297,900

20,263,158

 

34,648,228

Computers & Peripherals - 6.4%

Apple, Inc. (a)

285,200

170,968,840

EMC Corp. (a)

100,000

2,988,000

SanDisk Corp. (a)

114,000

5,653,260

 

179,610,100

Electronic Equipment & Components - 0.5%

Jabil Circuit, Inc.

175,700

4,413,584

SYNNEX Corp. (a)

212,900

8,120,006

 

12,533,590

Internet Software & Services - 3.1%

Angie's List, Inc. (d)

483,900

9,140,871

Blinkx PLC (a)

4,266,981

4,163,272

Cornerstone OnDemand, Inc.

150,000

3,276,000

 

Shares

Value

Demandware, Inc.

4,200

$ 125,160

eBay, Inc. (a)

97,300

3,589,397

Google, Inc. Class A (a)

45,400

29,112,296

Mail.ru Group Ltd. GDR (a)(e)

241,200

9,515,340

Open Text Corp. (a)

182,500

11,158,012

Rackspace Hosting, Inc. (a)

158,600

9,165,494

Support.com, Inc. (a)

857,200

2,700,180

Velti PLC (a)

378,800

5,132,740

 

87,078,762

IT Services - 3.0%

Cardtronics, Inc. (a)

219,100

5,751,375

Cognizant Technology Solutions Corp. Class A (a)

200,500

15,428,475

IBM Corp.

59,400

12,393,810

MasterCard, Inc. Class A

46,900

19,723,326

Redecard SA

150,000

2,912,183

Vantiv, Inc.

248,700

4,881,981

Visa, Inc. Class A

202,500

23,895,000

 

84,986,150

Semiconductors & Semiconductor Equipment - 3.1%

Alpha & Omega Semiconductor Ltd. (a)

200,000

1,924,000

ARM Holdings PLC

1,803,500

17,015,109

ARM Holdings PLC sponsored ADR

992,900

28,089,141

Avago Technologies Ltd.

225,000

8,768,250

Cymer, Inc. (a)

60,000

3,000,000

NVIDIA Corp. (a)

505,458

7,778,999

STMicroelectronics NV (NY Shares) unit (d)

1,000,000

8,190,000

Texas Instruments, Inc.

350,000

11,763,500

 

86,528,999

Software - 3.3%

Citrix Systems, Inc. (a)

143,600

11,331,476

MICROS Systems, Inc. (a)

280,400

15,503,316

Oracle Corp.

990,500

28,882,980

salesforce.com, Inc. (a)

90,100

13,921,351

Solera Holdings, Inc.

296,900

13,624,741

Taleo Corp. Class A (a)

122,300

5,617,239

VMware, Inc. Class A (a)

20,000

2,247,400

 

91,128,503

TOTAL INFORMATION TECHNOLOGY

576,514,332

MATERIALS - 7.9%

Chemicals - 2.0%

Agrium, Inc.

100,000

8,630,144

Ashland, Inc.

203,900

12,450,134

CF Industries Holdings, Inc.

34,000

6,210,100

Monsanto Co.

189,000

15,074,640

Rockwood Holdings, Inc. (a)

100,000

5,215,000

Sigma Aldrich Corp.

20,000

1,461,200

The Mosaic Co.

120,000

6,634,800

 

55,676,018

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 5.9%

Agnico-Eagle Mines Ltd. (Canada)

561,000

$ 18,693,439

Alamos Gold, Inc.

420,000

7,709,087

Allied Nevada Gold Corp. (a)

120,000

3,903,600

ArcelorMittal SA Class A unit (d)

265,000

5,069,450

Barrick Gold Corp.

321,300

13,962,563

Carpenter Technology Corp.

185,300

9,678,219

Coeur d'Alene Mines Corp. (a)

93,946

2,230,278

Compass Minerals International, Inc.

96,000

6,887,040

Detour Gold Corp. (a)(e)

175,000

4,362,939

Eldorado Gold Corp.

520,000

7,141,497

Goldcorp, Inc.

605,700

27,299,155

Ivanhoe Mines Ltd. (a)

500,000

7,864,267

Newcrest Mining Ltd.

655,091

20,134,303

Newmont Mining Corp.

258,300

13,243,041

Pretium Resources, Inc. (a)

380,000

5,432,109

Royal Gold, Inc.

37,800

2,465,316

Sabina Gold & Silver Corp. (a)

2,180,000

6,097,138

Silver Wheaton Corp.

135,425

4,490,862

 

166,664,303

TOTAL MATERIALS

222,340,321

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

AT&T, Inc.

120,900

3,775,707

Telenor ASA

100,000

1,854,193

 

5,629,900

UTILITIES - 0.3%

Electric Utilities - 0.1%

Duke Energy Corp.

160,000

3,361,600

Gas Utilities - 0.2%

ONEOK, Inc.

50,000

4,083,000

TOTAL UTILITIES

7,444,600

TOTAL COMMON STOCKS

(Cost $2,367,704,348)


2,791,254,788

Convertible Preferred Stocks - 0.1%

 

 

 

 

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Merrimack Pharmaceuticals, Inc. Series G (f)

(Cost $4,280,766)

611,538


3,406,878

Money Market Funds - 1.9%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

3,085,668

$ 3,085,668

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

49,619,432

49,619,432

TOTAL MONEY MARKET FUNDS

(Cost $52,705,100)


52,705,100

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $2,424,690,214)

2,847,366,766

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(45,237,225)

NET ASSETS - 100%

$ 2,802,129,541

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security 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 $39,473,954 or 1.4% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,406,878 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Merrimack Pharmaceuticals, Inc. Series G

3/31/11

$ 4,280,766

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

$ 3,958

Fidelity Securities Lending Cash Central Fund

1,570,480

Total

$ 1,574,438

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 536,355,196

$ 529,190,289

$ 7,164,907

$ -

Consumer Staples

303,590,981

287,409,885

16,181,096

-

Energy

326,973,706

326,973,706

-

-

Financials

325,334,468

319,472,923

5,861,545

-

Health Care

247,461,675

231,199,947

16,261,728

-

Industrials

243,016,487

243,016,487

-

-

Information Technology

576,514,332

559,499,223

17,015,109

-

Materials

222,340,321

222,340,321

-

-

Telecommunication Services

5,629,900

5,629,900

-

-

Utilities

7,444,600

7,444,600

-

-

Money Market Funds

52,705,100

52,705,100

-

-

Total Investments in Securities:

$ 2,847,366,766

$ 2,784,882,381

$ 62,484,385

$ -

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

Investments in Securities:

Beginning Balance

$ 4,280,766

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(4,280,766)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ -

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

78.0%

Canada

7.2%

United Kingdom

3.2%

Cayman Islands

1.5%

Bermuda

1.5%

Brazil

1.4%

India

1.0%

Others (Individually Less Than 1%)

6.2%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $49,596,582) - See accompanying schedule:

Unaffiliated issuers (cost $2,371,985,114)

$ 2,794,661,666

 

Fidelity Central Funds (cost $52,705,100)

52,705,100

 

Total Investments (cost $2,424,690,214)

 

$ 2,847,366,766

Foreign currency held at value (cost $1,217,204)

1,217,204

Receivable for investments sold

13,126,530

Receivable for fund shares sold

88,485

Dividends receivable

2,547,973

Distributions receivable from Fidelity Central Funds

327,506

Prepaid expenses

3,793

Other receivables

599,780

Total assets

2,865,278,037

 

 

 

Liabilities

Payable for investments purchased

$ 10,482,543

Payable for fund shares redeemed

1,329,020

Accrued management fee

1,297,016

Distribution and service plan fees payable

70,463

Other affiliated payables

200,195

Other payables and accrued expenses

149,827

Collateral on securities loaned, at value

49,619,432

Total liabilities

63,148,496

 

 

 

Net Assets

$ 2,802,129,541

Net Assets consist of:

 

Paid in capital

$ 2,923,429,001

Undistributed net investment income

6,148,884

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

(550,029,394)

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

422,581,050

Net Assets

$ 2,802,129,541

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($2,467,864,564 ÷ 210,674,299 shares)

$ 11.71

 

 

 

Class A:
Net Asset Value and redemption price per share ($331,627,713 ÷ 29,001,878 shares)

$ 11.43

 

 

 

Maximum offering price per share (100/94.25 of $11.43)

$ 12.13

Class T:
Net Asset Value and redemption price per share ($883,608 ÷ 78,348 shares)

$ 11.28

 

 

 

Maximum offering price per share (100/96.50 of $11.28)

$ 11.69

Class B:
Net Asset Value and offering price per share ($275,459 ÷ 24,878 shares)A

$ 11.07

 

 

 

Class C:
Net Asset Value and offering price per share ($1,222,136 ÷ 110,657 shares)A

$ 11.04

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($256,061 ÷ 21,754 shares)

$ 11.77

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.

Semiannual Report

Statement of Operations

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 18,892,651

Interest

 

3,435

Income from Fidelity Central Funds (including $1,570,480 from security lending)

 

1,574,438

Total income

 

20,470,524

 

 

 

Expenses

Management fee

$ 7,357,883

Transfer agent fees

205,902

Distribution and service plan fees

396,492

Accounting and security lending fees

394,980

Custodian fees and expenses

56,506

Independent trustees' compensation

8,457

Appreciation in deferred trustee compensation account

87

Registration fees

31,309

Audit

40,427

Legal

12,281

Interest

1,609

Miscellaneous

14,408

Total expenses before reductions

8,520,341

Expense reductions

(80,108)

8,440,233

Net investment income (loss)

12,030,291

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

51,683,270

Foreign currency transactions

(130,906)

Total net realized gain (loss)

 

51,552,364

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $18,388)

458,803,922

Assets and liabilities in foreign currencies

21,295

Total change in net unrealized appreciation (depreciation)

 

458,825,217

Net gain (loss)

510,377,581

Net increase (decrease) in net assets resulting from operations

$ 522,407,872

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,030,291

$ 12,889,146

Net realized gain (loss)

51,552,364

474,496,398

Change in net unrealized appreciation (depreciation)

458,825,217

(369,217,801)

Net increase (decrease) in net assets resulting from operations

522,407,872

118,167,743

Distributions to shareholders from net investment income

(14,797,617)

(13,403,529)

Distributions to shareholders from net realized gain

(1,987,904)

(1,434,540)

Total distributions

(16,785,521)

(14,838,069)

Share transactions - net increase (decrease)

(140,454,374)

(493,501,394)

Total increase (decrease) in net assets

365,167,977

(390,171,720)

 

 

 

Net Assets

Beginning of period

2,436,961,564

2,827,133,284

End of period (including undistributed net investment income of $6,148,884 and undistributed net investment income of $8,916,210, respectively)

$ 2,802,129,541

$ 2,436,961,564

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.05

.04

.09

.08

.12

Net realized and unrealized gain (loss)

  2.06

.18

.93

(.95)

(2.86)

2.25

Total from investment operations

  2.11

.23

.97

(.86)

(2.78)

2.37

Distributions from net investment income

  (.06)

(.05)

(.07)

(.09)

(.11)

(.14)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.07)

(.06)

(.08)

(.10) J

(2.02) I

(.91)

Net asset value, end of period

$ 11.71

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

Total Return B, C, D

  21.94%

2.33%

11.31%

(8.77)%

(22.45)%

19.44%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of fee waivers, if any

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of all reductions

  .60% A

.59%

.60%

.60%

.58%

.59%

Net investment income (loss)

  .95% A

.48%

.44%

1.33%

.64%

.90%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,467,865

$ 2,150,649

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .03

.01

.01

.06

.03

.07

Net realized and unrealized gain (loss)

  2.02

.17

.90

(.93)

(2.78)

2.19

Total from investment operations

  2.05

.18

.91

(.87)

(2.75)

2.26

Distributions from net investment income

  (.03)

(.01)

(.04)

(.05)

(.06)

(.09)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.04)

(.02)

(.04) L

(.06) K

(1.97) J

(.86)

Net asset value, end of period

$ 11.43

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

Total Return B, C, D, E

  21.76%

1.91%

10.94%

(9.18)%

(22.73)%

18.90%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of fee waivers, if any

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of all reductions

  .94% A

.94%

.97%

1.01%

.97%

.98%

Net investment income (loss)

  .61% A

.13%

.07%

.92%

.25%

.51%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 331,628

$ 284,072

$ 315,290

$ 380,175

$ 379,162

$ 471,593

Portfolio turnover rate H

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Total distributions of $.197 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share. K 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. L 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.04)

(.04)

.03

(.02)

.01

Net realized and unrealized gain (loss)

  1.99

.17

.90

(.93)

(2.76)

2.19

Total from investment operations

  2.00

.13

.86

(.90)

(2.78)

2.20

Distributions from net investment income

  -

-

-

(.03)

(.01)

(.09)

Distributions from net realized gain

  -

-

-

(.01)

(1.91)

(.77)

Total distributions

  -

-

-

(.03) J

(1.91) I

(.86)

Net asset value, end of period

$ 11.28

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

Total Return B, C, D

  21.55%

1.42%

10.37%

(9.65)%

(23.06)%

18.49%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of fee waivers, if any

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of all reductions

  1.45% A

1.43%

1.46%

1.47%

1.40%

1.42%

Net investment income (loss)

  .10% A

(.37)%

(.43)%

.47%

(.18)%

.07%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 884

$ 739

$ 760

$ 978

$ 1,013

$ 1,063

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.09)

(.08)

- J

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.96

.17

.90

(.92)

(2.74)

2.18

Total from investment operations

  1.94

.08

.82

(.92)

(2.82)

2.13

Distributions from net investment income

  -

-

-

-

-

(.04)

Distributions from net realized gain

  -

-

-

-

(1.86)

(.77)

Total distributions

  -

-

-

-

(1.86) K

(.81)

Net asset value, end of period

$ 11.07

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

Total Return B, C, D

  21.25%

.88%

9.96%

(10.05)%

(23.45)%

17.92%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of all reductions

  1.90% A

1.89%

1.91%

1.93%

1.88%

1.90%

Net investment income (loss)

  (.35)% A

(.82)%

(.88)%

-% H

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 275

$ 296

$ 368

$ 384

$ 399

$ 466

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Amount represents less than .01%. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K 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.

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.08)

(.07)

- I

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.95

.17

.88

(.92)

(2.73)

2.18

Total from investment operations

  1.93

.09

.81

(.92)

(2.81)

2.13

Distributions from net investment income

  -

-

-

(.02)

-

(.04)

Distributions from net realized gain

  -

-

-

(.01)

(1.88)

(.77)

Total distributions

  -

-

-

(.03) K

(1.88) J

(.81)

Net asset value, end of period

$ 11.04

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

Total Return B, C, D

  21.19%

1.00%

9.87%

(10.00)%

(23.39)%

17.87%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of all reductions

  1.86% A

1.85%

1.89%

1.92%

1.89%

1.90%

Net investment income (loss)

  (.31)% A

(.79)%

(.85)%

.01%

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,222

$ 1,007

$ 904

$ 1,042

$ 522

$ 458

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $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. K 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

.02

.02

.08

.06

.11

Net realized and unrealized gain (loss)

  2.07

.18

.93

(.96)

(2.84)

2.23

Total from investment operations

  2.11

.20

.95

(.88)

(2.78)

2.34

Distributions from net investment income

  (.04)

(.02)

-

(.07)

(.09)

(.14)

Distributions from net realized gain

  (.01)

(.01)

-

(.01)

(1.91)

(.77)

Total distributions

  (.05)

(.03)

-

(.08) I

(2.00) H

(.91)

Net asset value, end of period

$ 11.77

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

Total Return B, C

  21.79%

2.04%

11.06%

(8.99)%

(22.48)%

19.20%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of fee waivers, if any

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of all reductions

  .90% A

.86%

.87%

.79%

.73%

.69%

Net investment income (loss)

  .66% A

.21%

.17%

1.14%

.50%

.80%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 199

$ 144

$ 83

$ 1,720

$ 2,422

Portfolio turnover rate F

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 $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. I 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 II:O and Destiny Plans II: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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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. 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 March 31, 2012, 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:

Semiannual Report

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 these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 547,676,604

Gross unrealized depreciation

(139,051,838)

Net unrealized appreciation (depreciation) on securities and other investments

$ 408,624,766

 

 

Tax cost

$ 2,438,742,000

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (193,483,438)

2018

(394,048,039)

Total capital loss carryforward

$ (587,531,477)

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 $771,930,757 and $879,366,199, 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 an annualized 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 annualized management fee rate was .56% 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 387,382

$ 73,126

Class T

.25%

.25%

2,052

3

Class B

.75%

.25%

1,568

1,176

Class C

.75%

.25%

5,490

660

 

 

 

$ 396,492

$ 74,965

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,126

Class T

362

Class B*

231

Class C*

6

 

$ 1,725

* 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

$ 52,287

.00**

Class A

149,875

.10

Class T

1,462

.36

Class B

474

.30

Class C

1,455

.26

Institutional Class

349

.30

 

$ 205,902

 

* Annualized

** 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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $27,501 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,282,000

.32%

$ 1,609

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,695 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $11,754 from securities loaned to FCM.

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 $80,108 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2012

Year ended
September 30,
2011

From net investment income

 

 

Class O

$ 13,990,271

$ 12,938,394

Class A

806,408

464,873

Institutional Class

938

262

Total

$ 14,797,617

$ 13,403,529

 

From net realized gain

 

 

Class O

$ 1,748,785

$ 1,268,450

Class A

238,936

166,030

Institutional Class

183

60

Total

$ 1,987,904

$ 1,434,540

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31,
2012

Year ended
September 30,
2011

Six months ended
March 31,
2012

Year ended
September 30,
2011

Class O

 

 

 

 

Shares sold

5,766,239

17,803,161

$ 61,104,125

$ 192,182,610

Reinvestment of distributions

1,358,758

1,164,568

14,049,598

12,367,592

Shares redeemed

(18,927,585)

(60,629,604)

(203,098,408)

(656,933,276)

Net increase (decrease)

(11,802,588)

(41,661,875)

$ (127,944,685)

$ (452,383,074)

Class A

 

 

 

 

Shares sold

2,109,369

5,497,025

$ 21,796,078

$ 58,139,464

Reinvestment of distributions

83,408

40,475

842,414

420,128

Shares redeemed

(3,348,541)

(9,432,016)

(35,069,371)

(99,765,111)

Net increase (decrease)

(1,155,764)

(3,894,516)

$ (12,430,879)

$ (41,205,519)

Class T

 

 

 

 

Shares sold

4,302

35,679

$ 43,822

$ 380,946

Shares redeemed

(5,530)

(39,089)

(58,205)

(398,747)

Net increase (decrease)

(1,228)

(3,410)

$ (14,383)

$ (17,801)

Class B

 

 

 

 

Shares sold

-

2,780

$ 30

$ 29,824

Shares redeemed

(7,544)

(11,021)

(81,744)

(112,214)

Net increase (decrease)

(7,544)

(8,241)

$ (81,714)

$ (82,390)

Class C

 

 

 

 

Shares sold

7,957

32,216

$ 84,014

$ 334,681

Shares redeemed

(7,857)

(21,851)

(79,109)

(214,863)

Net increase (decrease)

100

10,365

$ 4,905

$ 119,818

Institutional Class

 

 

 

 

Shares sold

9,872

14,847

$ 102,776

$ 163,346

Reinvestment of distributions

98

29

1,016

312

Shares redeemed

(8,749)

(9,405)

(91,410)

(96,086)

Net increase (decrease)

1,221

5,471

$ 12,382

$ 67,572

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

DESIIN-USAN-0512
1.791870.108

(Fidelity Investment logo)(registered trademark)

pqr455979

Fidelity® Destiny® Portfolios:
Fidelity Advisor®

Capital Development Fund -

Class O

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,219.40

$ 3.38

HypotheticalA

 

$ 1,000.00

$ 1,021.95

$ 3.08

Class A

.95%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.60

$ 5.27

HypotheticalA

 

$ 1,000.00

$ 1,020.25

$ 4.80

Class T

1.46%

 

 

 

Actual

 

$ 1,000.00

$ 1,215.50

$ 8.09

HypotheticalA

 

$ 1,000.00

$ 1,017.70

$ 7.36

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,212.50

$ 10.51

HypotheticalA

 

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

1.86%

 

 

 

Actual

 

$ 1,000.00

$ 1,211.90

$ 10.29

HypotheticalA

 

$ 1,000.00

$ 1,015.70

$ 9.37

Institutional Class

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.90

$ 4.99

HypotheticalA

 

$ 1,000.00

$ 1,020.50

$ 4.55

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.1

6.3

Chevron Corp.

2.3

2.3

Wells Fargo & Co.

1.9

1.4

JPMorgan Chase & Co.

1.9

1.3

Exxon Mobil Corp.

1.4

1.0

Ross Stores, Inc.

1.4

1.1

TJX Companies, Inc.

1.4

1.2

Citigroup, Inc.

1.3

0.0

Wal-Mart Stores, Inc.

1.1

0.0

Amazon.com, Inc.

1.1

1.2

 

19.9

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

20.6

22.2

Consumer Discretionary

19.1

14.6

Energy

11.7

10.1

Financials

11.6

7.3

Consumer Staples

10.8

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2012 *

As of September 30, 2011 **

pqr455986

Stocks 99.6%

 

pqr455986

Stocks 98.0%

 

pqr455989

Convertible
Securities 0.1%

 

pqr455989

Convertible
Securities 0.2%

 

pqr455992

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.3%

 

pqr455992

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.8%

 

* Foreign investments

22.0%

 

** Foreign investments

22.8%

 

pqr455995

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value

CONSUMER DISCRETIONARY - 19.1%

Auto Components - 0.3%

Tenneco, Inc. (a)

40,000

$ 1,486,000

TRW Automotive Holdings Corp. (a)

170,200

7,905,790

 

9,391,790

Automobiles - 0.6%

Bajaj Auto Ltd.

250,000

8,254,499

Ford Motor Co.

250,000

3,122,500

PT Astra International Tbk

100,000

808,725

Tesla Motors, Inc. (a)(d)

119,400

4,446,456

 

16,632,180

Distributors - 0.7%

Li & Fung Ltd.

8,780,000

20,147,780

Diversified Consumer Services - 0.3%

Anhanguera Educacional Participacoes SA

530,000

6,385,717

Collectors Universe, Inc.

100,000

1,724,000

 

8,109,717

Hotels, Restaurants & Leisure - 0.9%

Bravo Brio Restaurant Group, Inc. (a)

113,800

2,271,448

Dunkin' Brands Group, Inc.

110,800

3,336,188

Jubilant Foodworks Ltd. (a)

100,000

2,313,207

McDonald's Corp.

30,000

2,943,000

Starbucks Corp.

100,000

5,589,000

The Cheesecake Factory, Inc. (a)

20,000

587,800

Tim Hortons, Inc. (Canada)

154,000

8,237,622

 

25,278,265

Household Durables - 0.0%

Toll Brothers, Inc. (a)

53,700

1,288,263

Internet & Catalog Retail - 1.6%

Amazon.com, Inc. (a)

146,100

29,586,711

Priceline.com, Inc. (a)

9,600

6,888,000

Start Today Co. Ltd. (d)

388,100

7,164,907

 

43,639,618

Leisure Equipment & Products - 0.5%

Bauer Performance Sports Ltd. (e)

817,600

6,147,060

Hasbro, Inc.

238,600

8,761,392

 

14,908,452

Media - 1.4%

Comcast Corp. Class A

100,000

3,001,000

Pandora Media, Inc. (d)

353,000

3,604,130

The Walt Disney Co.

665,200

29,122,456

Time Warner, Inc.

100,000

3,775,000

 

39,502,586

Multiline Retail - 2.2%

Dollar General Corp. (a)

186,300

8,607,060

Dollar Tree, Inc. (a)

60,000

5,669,400

Dollarama, Inc.

471,000

21,964,734

Marisa Lojas SA

600,000

8,165,612

 

Shares

Value

Springland International Holdings Ltd.

1,750,000

$ 1,266,483

Target Corp.

256,000

14,917,120

 

60,590,409

Specialty Retail - 5.6%

Ascena Retail Group, Inc. (a)

100,000

4,432,000

AutoZone, Inc. (a)

44,700

16,619,460

Charming Shoppes, Inc. (a)

350,000

2,065,000

China ZhengTong Auto Services Holdings Ltd. (a)

504,000

504,935

Destination Maternity Corp.

383,100

7,114,167

Dick's Sporting Goods, Inc.

150,000

7,212,000

Express, Inc. (a)

23,600

589,528

Guess?, Inc.

221,000

6,906,250

Jos. A. Bank Clothiers, Inc. (a)

28,200

1,421,562

Kirkland's, Inc. (a)

95,241

1,540,999

Limited Brands, Inc.

263,600

12,652,800

New York & Co., Inc. (a)

1,449,187

5,405,468

PT ACE Hardware Indonesia Tbk

8,999,000

4,379,421

Ross Stores, Inc.

686,070

39,860,667

Sally Beauty Holdings, Inc. (a)

194,400

4,821,120

SuperGroup PLC (a)(d)

218,200

2,149,907

Teavana Holdings, Inc. (a)

20,000

394,400

TJX Companies, Inc.

995,900

39,547,189

 

157,616,873

Textiles, Apparel & Luxury Goods - 5.0%

Arezzo Industria e Comercio SA

14,000

243,435

Bosideng International Holdings Ltd.

13,500,000

4,224,400

Coach, Inc.

100,000

7,728,000

Daphne International Holdings Ltd.

3,000,000

4,110,436

Gildan Activewear, Inc.

100,000

2,751,742

Liz Claiborne, Inc. (a)(d)

1,025,000

13,694,000

lululemon athletica, Inc. (a)

105,842

7,904,281

Michael Kors Holdings Ltd.

231,000

10,762,290

NIKE, Inc. Class B

100,000

10,844,000

PVH Corp.

186,400

16,651,112

Ralph Lauren Corp.

82,500

14,382,225

Samsonite International SA

1,307,700

2,377,759

Steven Madden Ltd. (a)

316,903

13,547,603

Vera Bradley, Inc. (a)(d)

223,762

6,755,375

VF Corp.

84,653

12,357,645

Warnaco Group, Inc. (a)

186,900

10,914,960

 

139,249,263

TOTAL CONSUMER DISCRETIONARY

536,355,196

CONSUMER STAPLES - 10.8%

Beverages - 2.1%

Anheuser-Busch InBev SA NV

83,846

6,106,176

Anheuser-Busch InBev SA NV:

ADR

65,000

4,726,800

(strip VVPR) (a)

160,000

640

Beam, Inc.

230,000

13,471,100

Dr Pepper Snapple Group, Inc.

352,400

14,170,004

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

300,200

$ 18,639,418

United Breweries Ltd.

63,029

668,409

 

57,782,547

Food & Staples Retailing - 2.5%

Drogasil SA

983,666

9,562,185

Fresh Market, Inc. (a)(d)

137,800

6,607,510

PriceSmart, Inc.

149,300

10,870,533

Wal-Mart Stores, Inc.

521,300

31,903,560

Whole Foods Market, Inc.

140,000

11,648,000

 

70,591,788

Food Products - 1.4%

Annie's, Inc.

2,400

83,616

Biostime International Holdings Ltd.

2,478,000

6,375,610

Green Mountain Coffee Roasters, Inc. (a)

166,999

7,822,233

Kraft Foods, Inc. Class A

270,000

10,262,700

Orion Corp.

10,000

7,024,979

TreeHouse Foods, Inc. (a)

131,500

7,824,250

 

39,393,388

Household Products - 1.2%

Colgate-Palmolive Co.

197,400

19,301,772

Procter & Gamble Co.

238,300

16,016,143

 

35,317,915

Personal Products - 1.4%

Herbalife Ltd.

370,260

25,481,293

Nu Skin Enterprises, Inc. Class A

232,263

13,450,350

 

38,931,643

Tobacco - 2.2%

Altria Group, Inc.

50,000

1,543,500

British American Tobacco PLC:

(United Kingdom)

200,000

10,074,920

sponsored ADR

60,000

6,073,200

Imperial Tobacco Group PLC

100,000

4,054,733

Lorillard, Inc.

131,100

16,974,828

Philip Morris International, Inc.

257,900

22,852,519

 

61,573,700

TOTAL CONSUMER STAPLES

303,590,981

ENERGY - 11.7%

Energy Equipment & Services - 2.6%

Baker Hughes, Inc.

285,834

11,987,878

Cameron International Corp. (a)

67,000

3,539,610

Halliburton Co.

722,900

23,993,051

Nabors Industries Ltd. (a)

272,800

4,771,272

National Oilwell Varco, Inc.

100,000

7,947,000

Rowan Companies, Inc. (a)

142,900

4,705,697

Schlumberger Ltd.

40,000

2,797,200

 

Shares

Value

Transocean Ltd. (United States)

150,000

$ 8,205,000

Tuscany International Drilling, Inc. (a)(e)

7,000,000

5,262,894

 

73,209,602

Oil, Gas & Consumable Fuels - 9.1%

Anadarko Petroleum Corp.

170,500

13,356,970

Apache Corp.

214,100

21,504,204

Bellatrix Exploration Ltd. (a)

915,600

4,827,884

Bumi PLC

495,058

4,960,911

Chevron Corp.

600,900

64,440,516

ConocoPhillips

175,700

13,354,957

Crestwood Midstream Partners LP

100,000

2,851,000

Crown Point Ventures Ltd. (e)

419,300

584,258

Enbridge Energy Partners LP

150,000

4,645,500

Energy Partners Ltd. (a)(d)

841,100

13,970,671

Enterprise Products Partners LP

113,200

5,713,204

Exxon Mobil Corp.

468,000

40,589,640

Hess Corp.

95,300

5,617,935

HollyFrontier Corp.

336,770

10,827,156

Madalena Ventures, Inc. (a)

9,484,500

8,747,171

Madalena Ventures, Inc. (e)

324,500

299,273

Marathon Petroleum Corp.

86,900

3,767,984

Noble Energy, Inc.

38,100

3,725,418

Occidental Petroleum Corp.

156,800

14,932,064

Williams Companies, Inc.

415,558

12,803,342

WPX Energy, Inc.

124,600

2,244,046

 

253,764,104

TOTAL ENERGY

326,973,706

FINANCIALS - 11.6%

Capital Markets - 1.8%

Goldman Sachs Group, Inc.

69,900

8,693,463

Invesco Ltd.

423,300

11,289,411

Morgan Stanley

800,000

15,712,000

State Street Corp.

320,000

14,560,000

 

50,254,874

Commercial Banks - 3.2%

BSB Bancorp, Inc.

100,000

1,121,000

CIT Group, Inc. (a)

100,000

4,124,000

HDFC Bank Ltd.

573,925

5,861,545

HDFC Bank Ltd. sponsored ADR

100,000

3,410,000

Huntington Bancshares, Inc.

797,600

5,144,520

PNC Financial Services Group, Inc.

100,000

6,449,000

Regions Financial Corp.

700,000

4,613,000

SunTrust Banks, Inc.

200,000

4,834,000

Wells Fargo & Co.

1,572,650

53,690,271

 

89,247,336

Consumer Finance - 1.3%

Capital One Financial Corp.

300,000

16,722,000

Discover Financial Services

605,400

20,184,036

 

36,906,036

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 3.2%

Citigroup, Inc.

992,900

$ 36,290,495

JPMorgan Chase & Co.

1,147,800

52,775,844

 

89,066,339

Insurance - 1.1%

ACE Ltd.

40,000

2,928,000

Berkshire Hathaway, Inc. Class A (a)

66

8,045,400

Intact Financial Corp. (a)(e)

120,000

7,221,292

Lincoln National Corp.

303,400

7,997,624

Platinum Underwriters Holdings Ltd.

98,167

3,583,096

 

29,775,412

Real Estate Investment Trusts - 0.5%

CBL & Associates Properties, Inc.

312,700

5,916,284

Dundee (REIT) (e)

600,000

6,080,898

Simon Property Group, Inc.

25,000

3,642,000

 

15,639,182

Real Estate Management & Development - 0.5%

DLF Ltd.

1,580,000

6,269,348

Iguatemi Empresa de Shopping Centers SA

295,000

6,785,509

 

13,054,857

Thrifts & Mortgage Finance - 0.0%

Housing Development Finance Corp. Ltd.

105,000

1,390,432

TOTAL FINANCIALS

325,334,468

HEALTH CARE - 8.7%

Biotechnology - 1.5%

ADVENTRX Pharmaceuticals, Inc. (a)(d)

2,334,324

1,610,684

ADVENTRX Pharmaceuticals, Inc. warrants 11/16/16 (a)

667,162

56,300

Alexion Pharmaceuticals, Inc. (a)

145,112

13,475,100

Amgen, Inc.

18,315

1,245,237

AVEO Pharmaceuticals, Inc. (a)

405,900

5,037,219

Clovis Oncology, Inc.

28,400

722,780

Dynavax Technologies Corp. (a)

2,218,511

11,225,666

ImmunoGen, Inc. (a)

164,623

2,368,925

NPS Pharmaceuticals, Inc. (a)

28,900

197,676

Theravance, Inc. (a)

125,000

2,437,500

ZIOPHARM Oncology, Inc. (a)(d)

472,200

2,549,880

 

40,926,967

Health Care Equipment & Supplies - 1.8%

Baxter International, Inc.

288,900

17,270,442

Boston Scientific Corp. (a)

819,800

4,902,404

Covidien PLC

313,400

17,136,712

Insulet Corp. (a)

100,000

1,914,000

Sirona Dental Systems, Inc. (a)

180,000

9,277,200

 

50,500,758

 

Shares

Value

Health Care Providers & Services - 2.5%

Accretive Health, Inc. (a)

50,000

$ 998,500

Express Scripts, Inc. (a)

70,000

3,792,600

Hanger Orthopedic Group, Inc. (a)

621,338

13,582,449

Humana, Inc.

100,000

9,248,000

McKesson Corp.

154,700

13,578,019

UnitedHealth Group, Inc.

230,000

13,556,200

WellPoint, Inc.

220,000

16,236,000

 

70,991,768

Health Care Technology - 0.0%

athenahealth, Inc. (a)

11,800

874,616

Pharmaceuticals - 2.9%

Abbott Laboratories

197,900

12,129,291

Allergan, Inc.

106,400

10,153,752

Eli Lilly & Co.

200,000

8,054,000

GlaxoSmithKline PLC sponsored ADR

205,000

9,206,550

Johnson & Johnson

190,000

12,532,400

Meda AB (A Shares)

500,000

4,768,598

Merck & Co., Inc.

100,000

3,840,000

PT Kalbe Farma Tbk

11,000,000

4,270,547

Shire PLC

400,000

12,798,550

ViroPharma, Inc. (a)

100,000

3,007,000

 

80,760,688

TOTAL HEALTH CARE

244,054,797

INDUSTRIALS - 8.7%

Aerospace & Defense - 3.1%

Esterline Technologies Corp. (a)

166,083

11,868,291

Honeywell International, Inc.

449,367

27,433,855

Precision Castparts Corp.

16,000

2,766,400

Textron, Inc.

410,200

11,415,866

Ultra Electronics Holdings PLC

120,000

3,357,031

United Technologies Corp.

346,500

28,738,710

 

85,580,153

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

180,800

14,594,176

Building Products - 0.2%

Fortune Brands Home & Security, Inc. (a)

285,000

6,289,950

Commercial Services & Supplies - 0.4%

United Stationers, Inc.

361,400

11,214,242

Construction & Engineering - 0.8%

EMCOR Group, Inc.

308,400

8,548,848

Foster Wheeler AG (a)

330,000

7,510,800

Jacobs Engineering Group, Inc. (a)

98,600

4,374,882

MYR Group, Inc. (a)

120,000

2,143,200

 

22,577,730

Electrical Equipment - 0.4%

Fushi Copperweld, Inc. (a)

303,500

2,291,425

GrafTech International Ltd. (a)

321,900

3,843,486

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Electrical Equipment - continued

Polypore International, Inc. (a)(d)

120,000

$ 4,219,200

Regal-Beloit Corp.

28,000

1,835,400

 

12,189,511

Industrial Conglomerates - 0.2%

Danaher Corp.

21,900

1,226,400

Max India Ltd. (a)

800,000

2,660,635

 

3,887,035

Machinery - 0.7%

Caterpillar, Inc.

30,000

3,195,600

Cummins, Inc.

14,100

1,692,564

Jain Irrigation Systems Ltd.

301,378

583,551

Jain Irrigation Systems Ltd. DVR (a)

15,068

14,210

Pall Corp.

184,000

10,971,920

Westport Innovations, Inc. (a)(d)

100,000

4,092,000

 

20,549,845

Professional Services - 0.5%

Nielsen Holdings B.V. (a)

356,400

10,741,896

Qualicorp SA

425,000

3,642,624

 

14,384,520

Road & Rail - 1.8%

CSX Corp.

590,000

12,696,800

Norfolk Southern Corp.

205,000

13,495,150

Union Pacific Corp.

213,500

22,946,980

 

49,138,930

Trading Companies & Distributors - 0.1%

Superior Plus Corp.

350,000

2,610,395

TOTAL INDUSTRIALS

243,016,487

INFORMATION TECHNOLOGY - 20.6%

Communications Equipment - 1.2%

Motorola Solutions, Inc.

229,000

11,640,070

Nokia Corp. sponsored ADR (d)

500,000

2,745,000

QUALCOMM, Inc.

297,900

20,263,158

 

34,648,228

Computers & Peripherals - 6.4%

Apple, Inc. (a)

285,200

170,968,840

EMC Corp. (a)

100,000

2,988,000

SanDisk Corp. (a)

114,000

5,653,260

 

179,610,100

Electronic Equipment & Components - 0.5%

Jabil Circuit, Inc.

175,700

4,413,584

SYNNEX Corp. (a)

212,900

8,120,006

 

12,533,590

Internet Software & Services - 3.1%

Angie's List, Inc. (d)

483,900

9,140,871

Blinkx PLC (a)

4,266,981

4,163,272

Cornerstone OnDemand, Inc.

150,000

3,276,000

 

Shares

Value

Demandware, Inc.

4,200

$ 125,160

eBay, Inc. (a)

97,300

3,589,397

Google, Inc. Class A (a)

45,400

29,112,296

Mail.ru Group Ltd. GDR (a)(e)

241,200

9,515,340

Open Text Corp. (a)

182,500

11,158,012

Rackspace Hosting, Inc. (a)

158,600

9,165,494

Support.com, Inc. (a)

857,200

2,700,180

Velti PLC (a)

378,800

5,132,740

 

87,078,762

IT Services - 3.0%

Cardtronics, Inc. (a)

219,100

5,751,375

Cognizant Technology Solutions Corp. Class A (a)

200,500

15,428,475

IBM Corp.

59,400

12,393,810

MasterCard, Inc. Class A

46,900

19,723,326

Redecard SA

150,000

2,912,183

Vantiv, Inc.

248,700

4,881,981

Visa, Inc. Class A

202,500

23,895,000

 

84,986,150

Semiconductors & Semiconductor Equipment - 3.1%

Alpha & Omega Semiconductor Ltd. (a)

200,000

1,924,000

ARM Holdings PLC

1,803,500

17,015,109

ARM Holdings PLC sponsored ADR

992,900

28,089,141

Avago Technologies Ltd.

225,000

8,768,250

Cymer, Inc. (a)

60,000

3,000,000

NVIDIA Corp. (a)

505,458

7,778,999

STMicroelectronics NV (NY Shares) unit (d)

1,000,000

8,190,000

Texas Instruments, Inc.

350,000

11,763,500

 

86,528,999

Software - 3.3%

Citrix Systems, Inc. (a)

143,600

11,331,476

MICROS Systems, Inc. (a)

280,400

15,503,316

Oracle Corp.

990,500

28,882,980

salesforce.com, Inc. (a)

90,100

13,921,351

Solera Holdings, Inc.

296,900

13,624,741

Taleo Corp. Class A (a)

122,300

5,617,239

VMware, Inc. Class A (a)

20,000

2,247,400

 

91,128,503

TOTAL INFORMATION TECHNOLOGY

576,514,332

MATERIALS - 7.9%

Chemicals - 2.0%

Agrium, Inc.

100,000

8,630,144

Ashland, Inc.

203,900

12,450,134

CF Industries Holdings, Inc.

34,000

6,210,100

Monsanto Co.

189,000

15,074,640

Rockwood Holdings, Inc. (a)

100,000

5,215,000

Sigma Aldrich Corp.

20,000

1,461,200

The Mosaic Co.

120,000

6,634,800

 

55,676,018

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 5.9%

Agnico-Eagle Mines Ltd. (Canada)

561,000

$ 18,693,439

Alamos Gold, Inc.

420,000

7,709,087

Allied Nevada Gold Corp. (a)

120,000

3,903,600

ArcelorMittal SA Class A unit (d)

265,000

5,069,450

Barrick Gold Corp.

321,300

13,962,563

Carpenter Technology Corp.

185,300

9,678,219

Coeur d'Alene Mines Corp. (a)

93,946

2,230,278

Compass Minerals International, Inc.

96,000

6,887,040

Detour Gold Corp. (a)(e)

175,000

4,362,939

Eldorado Gold Corp.

520,000

7,141,497

Goldcorp, Inc.

605,700

27,299,155

Ivanhoe Mines Ltd. (a)

500,000

7,864,267

Newcrest Mining Ltd.

655,091

20,134,303

Newmont Mining Corp.

258,300

13,243,041

Pretium Resources, Inc. (a)

380,000

5,432,109

Royal Gold, Inc.

37,800

2,465,316

Sabina Gold & Silver Corp. (a)

2,180,000

6,097,138

Silver Wheaton Corp.

135,425

4,490,862

 

166,664,303

TOTAL MATERIALS

222,340,321

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

AT&T, Inc.

120,900

3,775,707

Telenor ASA

100,000

1,854,193

 

5,629,900

UTILITIES - 0.3%

Electric Utilities - 0.1%

Duke Energy Corp.

160,000

3,361,600

Gas Utilities - 0.2%

ONEOK, Inc.

50,000

4,083,000

TOTAL UTILITIES

7,444,600

TOTAL COMMON STOCKS

(Cost $2,367,704,348)


2,791,254,788

Convertible Preferred Stocks - 0.1%

 

 

 

 

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Merrimack Pharmaceuticals, Inc. Series G (f)

(Cost $4,280,766)

611,538


3,406,878

Money Market Funds - 1.9%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

3,085,668

$ 3,085,668

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

49,619,432

49,619,432

TOTAL MONEY MARKET FUNDS

(Cost $52,705,100)


52,705,100

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $2,424,690,214)

2,847,366,766

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(45,237,225)

NET ASSETS - 100%

$ 2,802,129,541

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security 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 $39,473,954 or 1.4% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,406,878 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Merrimack Pharmaceuticals, Inc. Series G

3/31/11

$ 4,280,766

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

$ 3,958

Fidelity Securities Lending Cash Central Fund

1,570,480

Total

$ 1,574,438

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 536,355,196

$ 529,190,289

$ 7,164,907

$ -

Consumer Staples

303,590,981

287,409,885

16,181,096

-

Energy

326,973,706

326,973,706

-

-

Financials

325,334,468

319,472,923

5,861,545

-

Health Care

247,461,675

231,199,947

16,261,728

-

Industrials

243,016,487

243,016,487

-

-

Information Technology

576,514,332

559,499,223

17,015,109

-

Materials

222,340,321

222,340,321

-

-

Telecommunication Services

5,629,900

5,629,900

-

-

Utilities

7,444,600

7,444,600

-

-

Money Market Funds

52,705,100

52,705,100

-

-

Total Investments in Securities:

$ 2,847,366,766

$ 2,784,882,381

$ 62,484,385

$ -

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

Investments in Securities:

Beginning Balance

$ 4,280,766

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(4,280,766)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ -

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

78.0%

Canada

7.2%

United Kingdom

3.2%

Cayman Islands

1.5%

Bermuda

1.5%

Brazil

1.4%

India

1.0%

Others (Individually Less Than 1%)

6.2%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $49,596,582) - See accompanying schedule:

Unaffiliated issuers (cost $2,371,985,114)

$ 2,794,661,666

 

Fidelity Central Funds (cost $52,705,100)

52,705,100

 

Total Investments (cost $2,424,690,214)

 

$ 2,847,366,766

Foreign currency held at value (cost $1,217,204)

1,217,204

Receivable for investments sold

13,126,530

Receivable for fund shares sold

88,485

Dividends receivable

2,547,973

Distributions receivable from Fidelity Central Funds

327,506

Prepaid expenses

3,793

Other receivables

599,780

Total assets

2,865,278,037

 

 

 

Liabilities

Payable for investments purchased

$ 10,482,543

Payable for fund shares redeemed

1,329,020

Accrued management fee

1,297,016

Distribution and service plan fees payable

70,463

Other affiliated payables

200,195

Other payables and accrued expenses

149,827

Collateral on securities loaned, at value

49,619,432

Total liabilities

63,148,496

 

 

 

Net Assets

$ 2,802,129,541

Net Assets consist of:

 

Paid in capital

$ 2,923,429,001

Undistributed net investment income

6,148,884

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

(550,029,394)

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

422,581,050

Net Assets

$ 2,802,129,541

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($2,467,864,564 ÷ 210,674,299 shares)

$ 11.71

 

 

 

Class A:
Net Asset Value and redemption price per share ($331,627,713 ÷ 29,001,878 shares)

$ 11.43

 

 

 

Maximum offering price per share (100/94.25 of $11.43)

$ 12.13

Class T:
Net Asset Value and redemption price per share ($883,608 ÷ 78,348 shares)

$ 11.28

 

 

 

Maximum offering price per share (100/96.50 of $11.28)

$ 11.69

Class B:
Net Asset Value and offering price per share ($275,459 ÷ 24,878 shares)A

$ 11.07

 

 

 

Class C:
Net Asset Value and offering price per share ($1,222,136 ÷ 110,657 shares)A

$ 11.04

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($256,061 ÷ 21,754 shares)

$ 11.77

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.

Semiannual Report

Statement of Operations

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 18,892,651

Interest

 

3,435

Income from Fidelity Central Funds (including $1,570,480 from security lending)

 

1,574,438

Total income

 

20,470,524

 

 

 

Expenses

Management fee

$ 7,357,883

Transfer agent fees

205,902

Distribution and service plan fees

396,492

Accounting and security lending fees

394,980

Custodian fees and expenses

56,506

Independent trustees' compensation

8,457

Appreciation in deferred trustee compensation account

87

Registration fees

31,309

Audit

40,427

Legal

12,281

Interest

1,609

Miscellaneous

14,408

Total expenses before reductions

8,520,341

Expense reductions

(80,108)

8,440,233

Net investment income (loss)

12,030,291

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

51,683,270

Foreign currency transactions

(130,906)

Total net realized gain (loss)

 

51,552,364

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $18,388)

458,803,922

Assets and liabilities in foreign currencies

21,295

Total change in net unrealized appreciation (depreciation)

 

458,825,217

Net gain (loss)

510,377,581

Net increase (decrease) in net assets resulting from operations

$ 522,407,872

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,030,291

$ 12,889,146

Net realized gain (loss)

51,552,364

474,496,398

Change in net unrealized appreciation (depreciation)

458,825,217

(369,217,801)

Net increase (decrease) in net assets resulting from operations

522,407,872

118,167,743

Distributions to shareholders from net investment income

(14,797,617)

(13,403,529)

Distributions to shareholders from net realized gain

(1,987,904)

(1,434,540)

Total distributions

(16,785,521)

(14,838,069)

Share transactions - net increase (decrease)

(140,454,374)

(493,501,394)

Total increase (decrease) in net assets

365,167,977

(390,171,720)

 

 

 

Net Assets

Beginning of period

2,436,961,564

2,827,133,284

End of period (including undistributed net investment income of $6,148,884 and undistributed net investment income of $8,916,210, respectively)

$ 2,802,129,541

$ 2,436,961,564

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.05

.04

.09

.08

.12

Net realized and unrealized gain (loss)

  2.06

.18

.93

(.95)

(2.86)

2.25

Total from investment operations

  2.11

.23

.97

(.86)

(2.78)

2.37

Distributions from net investment income

  (.06)

(.05)

(.07)

(.09)

(.11)

(.14)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.07)

(.06)

(.08)

(.10) J

(2.02) I

(.91)

Net asset value, end of period

$ 11.71

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

Total Return B, C, D

  21.94%

2.33%

11.31%

(8.77)%

(22.45)%

19.44%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of fee waivers, if any

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of all reductions

  .60% A

.59%

.60%

.60%

.58%

.59%

Net investment income (loss)

  .95% A

.48%

.44%

1.33%

.64%

.90%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,467,865

$ 2,150,649

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .03

.01

.01

.06

.03

.07

Net realized and unrealized gain (loss)

  2.02

.17

.90

(.93)

(2.78)

2.19

Total from investment operations

  2.05

.18

.91

(.87)

(2.75)

2.26

Distributions from net investment income

  (.03)

(.01)

(.04)

(.05)

(.06)

(.09)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.04)

(.02)

(.04) L

(.06) K

(1.97) J

(.86)

Net asset value, end of period

$ 11.43

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

Total Return B, C, D, E

  21.76%

1.91%

10.94%

(9.18)%

(22.73)%

18.90%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of fee waivers, if any

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of all reductions

  .94% A

.94%

.97%

1.01%

.97%

.98%

Net investment income (loss)

  .61% A

.13%

.07%

.92%

.25%

.51%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 331,628

$ 284,072

$ 315,290

$ 380,175

$ 379,162

$ 471,593

Portfolio turnover rate H

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Total distributions of $.197 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share. K 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. L 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.04)

(.04)

.03

(.02)

.01

Net realized and unrealized gain (loss)

  1.99

.17

.90

(.93)

(2.76)

2.19

Total from investment operations

  2.00

.13

.86

(.90)

(2.78)

2.20

Distributions from net investment income

  -

-

-

(.03)

(.01)

(.09)

Distributions from net realized gain

  -

-

-

(.01)

(1.91)

(.77)

Total distributions

  -

-

-

(.03) J

(1.91) I

(.86)

Net asset value, end of period

$ 11.28

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

Total Return B, C, D

  21.55%

1.42%

10.37%

(9.65)%

(23.06)%

18.49%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of fee waivers, if any

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of all reductions

  1.45% A

1.43%

1.46%

1.47%

1.40%

1.42%

Net investment income (loss)

  .10% A

(.37)%

(.43)%

.47%

(.18)%

.07%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 884

$ 739

$ 760

$ 978

$ 1,013

$ 1,063

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.09)

(.08)

- J

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.96

.17

.90

(.92)

(2.74)

2.18

Total from investment operations

  1.94

.08

.82

(.92)

(2.82)

2.13

Distributions from net investment income

  -

-

-

-

-

(.04)

Distributions from net realized gain

  -

-

-

-

(1.86)

(.77)

Total distributions

  -

-

-

-

(1.86) K

(.81)

Net asset value, end of period

$ 11.07

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

Total Return B, C, D

  21.25%

.88%

9.96%

(10.05)%

(23.45)%

17.92%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of all reductions

  1.90% A

1.89%

1.91%

1.93%

1.88%

1.90%

Net investment income (loss)

  (.35)% A

(.82)%

(.88)%

-% H

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 275

$ 296

$ 368

$ 384

$ 399

$ 466

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Amount represents less than .01%. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K 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.

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.08)

(.07)

- I

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.95

.17

.88

(.92)

(2.73)

2.18

Total from investment operations

  1.93

.09

.81

(.92)

(2.81)

2.13

Distributions from net investment income

  -

-

-

(.02)

-

(.04)

Distributions from net realized gain

  -

-

-

(.01)

(1.88)

(.77)

Total distributions

  -

-

-

(.03) K

(1.88) J

(.81)

Net asset value, end of period

$ 11.04

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

Total Return B, C, D

  21.19%

1.00%

9.87%

(10.00)%

(23.39)%

17.87%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of all reductions

  1.86% A

1.85%

1.89%

1.92%

1.89%

1.90%

Net investment income (loss)

  (.31)% A

(.79)%

(.85)%

.01%

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,222

$ 1,007

$ 904

$ 1,042

$ 522

$ 458

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $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. K 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

.02

.02

.08

.06

.11

Net realized and unrealized gain (loss)

  2.07

.18

.93

(.96)

(2.84)

2.23

Total from investment operations

  2.11

.20

.95

(.88)

(2.78)

2.34

Distributions from net investment income

  (.04)

(.02)

-

(.07)

(.09)

(.14)

Distributions from net realized gain

  (.01)

(.01)

-

(.01)

(1.91)

(.77)

Total distributions

  (.05)

(.03)

-

(.08) I

(2.00) H

(.91)

Net asset value, end of period

$ 11.77

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

Total Return B, C

  21.79%

2.04%

11.06%

(8.99)%

(22.48)%

19.20%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of fee waivers, if any

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of all reductions

  .90% A

.86%

.87%

.79%

.73%

.69%

Net investment income (loss)

  .66% A

.21%

.17%

1.14%

.50%

.80%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 199

$ 144

$ 83

$ 1,720

$ 2,422

Portfolio turnover rate F

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 $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. I 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 II:O and Destiny Plans II: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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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. 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 March 31, 2012, 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:

Semiannual Report

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 these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 547,676,604

Gross unrealized depreciation

(139,051,838)

Net unrealized appreciation (depreciation) on securities and other investments

$ 408,624,766

 

 

Tax cost

$ 2,438,742,000

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (193,483,438)

2018

(394,048,039)

Total capital loss carryforward

$ (587,531,477)

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 $771,930,757 and $879,366,199, 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 an annualized 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 annualized management fee rate was .56% 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 387,382

$ 73,126

Class T

.25%

.25%

2,052

3

Class B

.75%

.25%

1,568

1,176

Class C

.75%

.25%

5,490

660

 

 

 

$ 396,492

$ 74,965

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,126

Class T

362

Class B*

231

Class C*

6

 

$ 1,725

* 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

$ 52,287

.00**

Class A

149,875

.10

Class T

1,462

.36

Class B

474

.30

Class C

1,455

.26

Institutional Class

349

.30

 

$ 205,902

 

* Annualized

** 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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $27,501 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,282,000

.32%

$ 1,609

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,695 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $11,754 from securities loaned to FCM.

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 $80,108 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2012

Year ended
September 30,
2011

From net investment income

 

 

Class O

$ 13,990,271

$ 12,938,394

Class A

806,408

464,873

Institutional Class

938

262

Total

$ 14,797,617

$ 13,403,529

 

From net realized gain

 

 

Class O

$ 1,748,785

$ 1,268,450

Class A

238,936

166,030

Institutional Class

183

60

Total

$ 1,987,904

$ 1,434,540

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31,
2012

Year ended
September 30,
2011

Six months ended
March 31,
2012

Year ended
September 30,
2011

Class O

 

 

 

 

Shares sold

5,766,239

17,803,161

$ 61,104,125

$ 192,182,610

Reinvestment of distributions

1,358,758

1,164,568

14,049,598

12,367,592

Shares redeemed

(18,927,585)

(60,629,604)

(203,098,408)

(656,933,276)

Net increase (decrease)

(11,802,588)

(41,661,875)

$ (127,944,685)

$ (452,383,074)

Class A

 

 

 

 

Shares sold

2,109,369

5,497,025

$ 21,796,078

$ 58,139,464

Reinvestment of distributions

83,408

40,475

842,414

420,128

Shares redeemed

(3,348,541)

(9,432,016)

(35,069,371)

(99,765,111)

Net increase (decrease)

(1,155,764)

(3,894,516)

$ (12,430,879)

$ (41,205,519)

Class T

 

 

 

 

Shares sold

4,302

35,679

$ 43,822

$ 380,946

Shares redeemed

(5,530)

(39,089)

(58,205)

(398,747)

Net increase (decrease)

(1,228)

(3,410)

$ (14,383)

$ (17,801)

Class B

 

 

 

 

Shares sold

-

2,780

$ 30

$ 29,824

Shares redeemed

(7,544)

(11,021)

(81,744)

(112,214)

Net increase (decrease)

(7,544)

(8,241)

$ (81,714)

$ (82,390)

Class C

 

 

 

 

Shares sold

7,957

32,216

$ 84,014

$ 334,681

Shares redeemed

(7,857)

(21,851)

(79,109)

(214,863)

Net increase (decrease)

100

10,365

$ 4,905

$ 119,818

Institutional Class

 

 

 

 

Shares sold

9,872

14,847

$ 102,776

$ 163,346

Reinvestment of distributions

98

29

1,016

312

Shares redeemed

(8,749)

(9,405)

(91,410)

(96,086)

Net increase (decrease)

1,221

5,471

$ 12,382

$ 67,572

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA
DESIIO-USAN-0512
1.791868.108

(Fidelity Investment logo)(registered trademark)

stu455999

Fidelity Advisor®

Capital Development Fund -

Class A, Class T, Class B and Class C

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,219.40

$ 3.38

HypotheticalA

 

$ 1,000.00

$ 1,021.95

$ 3.08

Class A

.95%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.60

$ 5.27

HypotheticalA

 

$ 1,000.00

$ 1,020.25

$ 4.80

Class T

1.46%

 

 

 

Actual

 

$ 1,000.00

$ 1,215.50

$ 8.09

HypotheticalA

 

$ 1,000.00

$ 1,017.70

$ 7.36

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,212.50

$ 10.51

HypotheticalA

 

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

1.86%

 

 

 

Actual

 

$ 1,000.00

$ 1,211.90

$ 10.29

HypotheticalA

 

$ 1,000.00

$ 1,015.70

$ 9.37

Institutional Class

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.90

$ 4.99

HypotheticalA

 

$ 1,000.00

$ 1,020.50

$ 4.55

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.1

6.3

Chevron Corp.

2.3

2.3

Wells Fargo & Co.

1.9

1.4

JPMorgan Chase & Co.

1.9

1.3

Exxon Mobil Corp.

1.4

1.0

Ross Stores, Inc.

1.4

1.1

TJX Companies, Inc.

1.4

1.2

Citigroup, Inc.

1.3

0.0

Wal-Mart Stores, Inc.

1.1

0.0

Amazon.com, Inc.

1.1

1.2

 

19.9

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

20.6

22.2

Consumer Discretionary

19.1

14.6

Energy

11.7

10.1

Financials

11.6

7.3

Consumer Staples

10.8

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2012 *

As of September 30, 2011 **

stu456006

Stocks 99.6%

 

stu456006

Stocks 98.0%

 

stu456009

Convertible
Securities 0.1%

 

stu456009

Convertible
Securities 0.2%

 

stu456012

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.3%

 

stu456012

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.8%

 

* Foreign investments

22.0%

 

** Foreign investments

22.8%

 

stu456015

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value

CONSUMER DISCRETIONARY - 19.1%

Auto Components - 0.3%

Tenneco, Inc. (a)

40,000

$ 1,486,000

TRW Automotive Holdings Corp. (a)

170,200

7,905,790

 

9,391,790

Automobiles - 0.6%

Bajaj Auto Ltd.

250,000

8,254,499

Ford Motor Co.

250,000

3,122,500

PT Astra International Tbk

100,000

808,725

Tesla Motors, Inc. (a)(d)

119,400

4,446,456

 

16,632,180

Distributors - 0.7%

Li & Fung Ltd.

8,780,000

20,147,780

Diversified Consumer Services - 0.3%

Anhanguera Educacional Participacoes SA

530,000

6,385,717

Collectors Universe, Inc.

100,000

1,724,000

 

8,109,717

Hotels, Restaurants & Leisure - 0.9%

Bravo Brio Restaurant Group, Inc. (a)

113,800

2,271,448

Dunkin' Brands Group, Inc.

110,800

3,336,188

Jubilant Foodworks Ltd. (a)

100,000

2,313,207

McDonald's Corp.

30,000

2,943,000

Starbucks Corp.

100,000

5,589,000

The Cheesecake Factory, Inc. (a)

20,000

587,800

Tim Hortons, Inc. (Canada)

154,000

8,237,622

 

25,278,265

Household Durables - 0.0%

Toll Brothers, Inc. (a)

53,700

1,288,263

Internet & Catalog Retail - 1.6%

Amazon.com, Inc. (a)

146,100

29,586,711

Priceline.com, Inc. (a)

9,600

6,888,000

Start Today Co. Ltd. (d)

388,100

7,164,907

 

43,639,618

Leisure Equipment & Products - 0.5%

Bauer Performance Sports Ltd. (e)

817,600

6,147,060

Hasbro, Inc.

238,600

8,761,392

 

14,908,452

Media - 1.4%

Comcast Corp. Class A

100,000

3,001,000

Pandora Media, Inc. (d)

353,000

3,604,130

The Walt Disney Co.

665,200

29,122,456

Time Warner, Inc.

100,000

3,775,000

 

39,502,586

Multiline Retail - 2.2%

Dollar General Corp. (a)

186,300

8,607,060

Dollar Tree, Inc. (a)

60,000

5,669,400

Dollarama, Inc.

471,000

21,964,734

Marisa Lojas SA

600,000

8,165,612

 

Shares

Value

Springland International Holdings Ltd.

1,750,000

$ 1,266,483

Target Corp.

256,000

14,917,120

 

60,590,409

Specialty Retail - 5.6%

Ascena Retail Group, Inc. (a)

100,000

4,432,000

AutoZone, Inc. (a)

44,700

16,619,460

Charming Shoppes, Inc. (a)

350,000

2,065,000

China ZhengTong Auto Services Holdings Ltd. (a)

504,000

504,935

Destination Maternity Corp.

383,100

7,114,167

Dick's Sporting Goods, Inc.

150,000

7,212,000

Express, Inc. (a)

23,600

589,528

Guess?, Inc.

221,000

6,906,250

Jos. A. Bank Clothiers, Inc. (a)

28,200

1,421,562

Kirkland's, Inc. (a)

95,241

1,540,999

Limited Brands, Inc.

263,600

12,652,800

New York & Co., Inc. (a)

1,449,187

5,405,468

PT ACE Hardware Indonesia Tbk

8,999,000

4,379,421

Ross Stores, Inc.

686,070

39,860,667

Sally Beauty Holdings, Inc. (a)

194,400

4,821,120

SuperGroup PLC (a)(d)

218,200

2,149,907

Teavana Holdings, Inc. (a)

20,000

394,400

TJX Companies, Inc.

995,900

39,547,189

 

157,616,873

Textiles, Apparel & Luxury Goods - 5.0%

Arezzo Industria e Comercio SA

14,000

243,435

Bosideng International Holdings Ltd.

13,500,000

4,224,400

Coach, Inc.

100,000

7,728,000

Daphne International Holdings Ltd.

3,000,000

4,110,436

Gildan Activewear, Inc.

100,000

2,751,742

Liz Claiborne, Inc. (a)(d)

1,025,000

13,694,000

lululemon athletica, Inc. (a)

105,842

7,904,281

Michael Kors Holdings Ltd.

231,000

10,762,290

NIKE, Inc. Class B

100,000

10,844,000

PVH Corp.

186,400

16,651,112

Ralph Lauren Corp.

82,500

14,382,225

Samsonite International SA

1,307,700

2,377,759

Steven Madden Ltd. (a)

316,903

13,547,603

Vera Bradley, Inc. (a)(d)

223,762

6,755,375

VF Corp.

84,653

12,357,645

Warnaco Group, Inc. (a)

186,900

10,914,960

 

139,249,263

TOTAL CONSUMER DISCRETIONARY

536,355,196

CONSUMER STAPLES - 10.8%

Beverages - 2.1%

Anheuser-Busch InBev SA NV

83,846

6,106,176

Anheuser-Busch InBev SA NV:

ADR

65,000

4,726,800

(strip VVPR) (a)

160,000

640

Beam, Inc.

230,000

13,471,100

Dr Pepper Snapple Group, Inc.

352,400

14,170,004

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

300,200

$ 18,639,418

United Breweries Ltd.

63,029

668,409

 

57,782,547

Food & Staples Retailing - 2.5%

Drogasil SA

983,666

9,562,185

Fresh Market, Inc. (a)(d)

137,800

6,607,510

PriceSmart, Inc.

149,300

10,870,533

Wal-Mart Stores, Inc.

521,300

31,903,560

Whole Foods Market, Inc.

140,000

11,648,000

 

70,591,788

Food Products - 1.4%

Annie's, Inc.

2,400

83,616

Biostime International Holdings Ltd.

2,478,000

6,375,610

Green Mountain Coffee Roasters, Inc. (a)

166,999

7,822,233

Kraft Foods, Inc. Class A

270,000

10,262,700

Orion Corp.

10,000

7,024,979

TreeHouse Foods, Inc. (a)

131,500

7,824,250

 

39,393,388

Household Products - 1.2%

Colgate-Palmolive Co.

197,400

19,301,772

Procter & Gamble Co.

238,300

16,016,143

 

35,317,915

Personal Products - 1.4%

Herbalife Ltd.

370,260

25,481,293

Nu Skin Enterprises, Inc. Class A

232,263

13,450,350

 

38,931,643

Tobacco - 2.2%

Altria Group, Inc.

50,000

1,543,500

British American Tobacco PLC:

(United Kingdom)

200,000

10,074,920

sponsored ADR

60,000

6,073,200

Imperial Tobacco Group PLC

100,000

4,054,733

Lorillard, Inc.

131,100

16,974,828

Philip Morris International, Inc.

257,900

22,852,519

 

61,573,700

TOTAL CONSUMER STAPLES

303,590,981

ENERGY - 11.7%

Energy Equipment & Services - 2.6%

Baker Hughes, Inc.

285,834

11,987,878

Cameron International Corp. (a)

67,000

3,539,610

Halliburton Co.

722,900

23,993,051

Nabors Industries Ltd. (a)

272,800

4,771,272

National Oilwell Varco, Inc.

100,000

7,947,000

Rowan Companies, Inc. (a)

142,900

4,705,697

Schlumberger Ltd.

40,000

2,797,200

 

Shares

Value

Transocean Ltd. (United States)

150,000

$ 8,205,000

Tuscany International Drilling, Inc. (a)(e)

7,000,000

5,262,894

 

73,209,602

Oil, Gas & Consumable Fuels - 9.1%

Anadarko Petroleum Corp.

170,500

13,356,970

Apache Corp.

214,100

21,504,204

Bellatrix Exploration Ltd. (a)

915,600

4,827,884

Bumi PLC

495,058

4,960,911

Chevron Corp.

600,900

64,440,516

ConocoPhillips

175,700

13,354,957

Crestwood Midstream Partners LP

100,000

2,851,000

Crown Point Ventures Ltd. (e)

419,300

584,258

Enbridge Energy Partners LP

150,000

4,645,500

Energy Partners Ltd. (a)(d)

841,100

13,970,671

Enterprise Products Partners LP

113,200

5,713,204

Exxon Mobil Corp.

468,000

40,589,640

Hess Corp.

95,300

5,617,935

HollyFrontier Corp.

336,770

10,827,156

Madalena Ventures, Inc. (a)

9,484,500

8,747,171

Madalena Ventures, Inc. (e)

324,500

299,273

Marathon Petroleum Corp.

86,900

3,767,984

Noble Energy, Inc.

38,100

3,725,418

Occidental Petroleum Corp.

156,800

14,932,064

Williams Companies, Inc.

415,558

12,803,342

WPX Energy, Inc.

124,600

2,244,046

 

253,764,104

TOTAL ENERGY

326,973,706

FINANCIALS - 11.6%

Capital Markets - 1.8%

Goldman Sachs Group, Inc.

69,900

8,693,463

Invesco Ltd.

423,300

11,289,411

Morgan Stanley

800,000

15,712,000

State Street Corp.

320,000

14,560,000

 

50,254,874

Commercial Banks - 3.2%

BSB Bancorp, Inc.

100,000

1,121,000

CIT Group, Inc. (a)

100,000

4,124,000

HDFC Bank Ltd.

573,925

5,861,545

HDFC Bank Ltd. sponsored ADR

100,000

3,410,000

Huntington Bancshares, Inc.

797,600

5,144,520

PNC Financial Services Group, Inc.

100,000

6,449,000

Regions Financial Corp.

700,000

4,613,000

SunTrust Banks, Inc.

200,000

4,834,000

Wells Fargo & Co.

1,572,650

53,690,271

 

89,247,336

Consumer Finance - 1.3%

Capital One Financial Corp.

300,000

16,722,000

Discover Financial Services

605,400

20,184,036

 

36,906,036

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 3.2%

Citigroup, Inc.

992,900

$ 36,290,495

JPMorgan Chase & Co.

1,147,800

52,775,844

 

89,066,339

Insurance - 1.1%

ACE Ltd.

40,000

2,928,000

Berkshire Hathaway, Inc. Class A (a)

66

8,045,400

Intact Financial Corp. (a)(e)

120,000

7,221,292

Lincoln National Corp.

303,400

7,997,624

Platinum Underwriters Holdings Ltd.

98,167

3,583,096

 

29,775,412

Real Estate Investment Trusts - 0.5%

CBL & Associates Properties, Inc.

312,700

5,916,284

Dundee (REIT) (e)

600,000

6,080,898

Simon Property Group, Inc.

25,000

3,642,000

 

15,639,182

Real Estate Management & Development - 0.5%

DLF Ltd.

1,580,000

6,269,348

Iguatemi Empresa de Shopping Centers SA

295,000

6,785,509

 

13,054,857

Thrifts & Mortgage Finance - 0.0%

Housing Development Finance Corp. Ltd.

105,000

1,390,432

TOTAL FINANCIALS

325,334,468

HEALTH CARE - 8.7%

Biotechnology - 1.5%

ADVENTRX Pharmaceuticals, Inc. (a)(d)

2,334,324

1,610,684

ADVENTRX Pharmaceuticals, Inc. warrants 11/16/16 (a)

667,162

56,300

Alexion Pharmaceuticals, Inc. (a)

145,112

13,475,100

Amgen, Inc.

18,315

1,245,237

AVEO Pharmaceuticals, Inc. (a)

405,900

5,037,219

Clovis Oncology, Inc.

28,400

722,780

Dynavax Technologies Corp. (a)

2,218,511

11,225,666

ImmunoGen, Inc. (a)

164,623

2,368,925

NPS Pharmaceuticals, Inc. (a)

28,900

197,676

Theravance, Inc. (a)

125,000

2,437,500

ZIOPHARM Oncology, Inc. (a)(d)

472,200

2,549,880

 

40,926,967

Health Care Equipment & Supplies - 1.8%

Baxter International, Inc.

288,900

17,270,442

Boston Scientific Corp. (a)

819,800

4,902,404

Covidien PLC

313,400

17,136,712

Insulet Corp. (a)

100,000

1,914,000

Sirona Dental Systems, Inc. (a)

180,000

9,277,200

 

50,500,758

 

Shares

Value

Health Care Providers & Services - 2.5%

Accretive Health, Inc. (a)

50,000

$ 998,500

Express Scripts, Inc. (a)

70,000

3,792,600

Hanger Orthopedic Group, Inc. (a)

621,338

13,582,449

Humana, Inc.

100,000

9,248,000

McKesson Corp.

154,700

13,578,019

UnitedHealth Group, Inc.

230,000

13,556,200

WellPoint, Inc.

220,000

16,236,000

 

70,991,768

Health Care Technology - 0.0%

athenahealth, Inc. (a)

11,800

874,616

Pharmaceuticals - 2.9%

Abbott Laboratories

197,900

12,129,291

Allergan, Inc.

106,400

10,153,752

Eli Lilly & Co.

200,000

8,054,000

GlaxoSmithKline PLC sponsored ADR

205,000

9,206,550

Johnson & Johnson

190,000

12,532,400

Meda AB (A Shares)

500,000

4,768,598

Merck & Co., Inc.

100,000

3,840,000

PT Kalbe Farma Tbk

11,000,000

4,270,547

Shire PLC

400,000

12,798,550

ViroPharma, Inc. (a)

100,000

3,007,000

 

80,760,688

TOTAL HEALTH CARE

244,054,797

INDUSTRIALS - 8.7%

Aerospace & Defense - 3.1%

Esterline Technologies Corp. (a)

166,083

11,868,291

Honeywell International, Inc.

449,367

27,433,855

Precision Castparts Corp.

16,000

2,766,400

Textron, Inc.

410,200

11,415,866

Ultra Electronics Holdings PLC

120,000

3,357,031

United Technologies Corp.

346,500

28,738,710

 

85,580,153

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

180,800

14,594,176

Building Products - 0.2%

Fortune Brands Home & Security, Inc. (a)

285,000

6,289,950

Commercial Services & Supplies - 0.4%

United Stationers, Inc.

361,400

11,214,242

Construction & Engineering - 0.8%

EMCOR Group, Inc.

308,400

8,548,848

Foster Wheeler AG (a)

330,000

7,510,800

Jacobs Engineering Group, Inc. (a)

98,600

4,374,882

MYR Group, Inc. (a)

120,000

2,143,200

 

22,577,730

Electrical Equipment - 0.4%

Fushi Copperweld, Inc. (a)

303,500

2,291,425

GrafTech International Ltd. (a)

321,900

3,843,486

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Electrical Equipment - continued

Polypore International, Inc. (a)(d)

120,000

$ 4,219,200

Regal-Beloit Corp.

28,000

1,835,400

 

12,189,511

Industrial Conglomerates - 0.2%

Danaher Corp.

21,900

1,226,400

Max India Ltd. (a)

800,000

2,660,635

 

3,887,035

Machinery - 0.7%

Caterpillar, Inc.

30,000

3,195,600

Cummins, Inc.

14,100

1,692,564

Jain Irrigation Systems Ltd.

301,378

583,551

Jain Irrigation Systems Ltd. DVR (a)

15,068

14,210

Pall Corp.

184,000

10,971,920

Westport Innovations, Inc. (a)(d)

100,000

4,092,000

 

20,549,845

Professional Services - 0.5%

Nielsen Holdings B.V. (a)

356,400

10,741,896

Qualicorp SA

425,000

3,642,624

 

14,384,520

Road & Rail - 1.8%

CSX Corp.

590,000

12,696,800

Norfolk Southern Corp.

205,000

13,495,150

Union Pacific Corp.

213,500

22,946,980

 

49,138,930

Trading Companies & Distributors - 0.1%

Superior Plus Corp.

350,000

2,610,395

TOTAL INDUSTRIALS

243,016,487

INFORMATION TECHNOLOGY - 20.6%

Communications Equipment - 1.2%

Motorola Solutions, Inc.

229,000

11,640,070

Nokia Corp. sponsored ADR (d)

500,000

2,745,000

QUALCOMM, Inc.

297,900

20,263,158

 

34,648,228

Computers & Peripherals - 6.4%

Apple, Inc. (a)

285,200

170,968,840

EMC Corp. (a)

100,000

2,988,000

SanDisk Corp. (a)

114,000

5,653,260

 

179,610,100

Electronic Equipment & Components - 0.5%

Jabil Circuit, Inc.

175,700

4,413,584

SYNNEX Corp. (a)

212,900

8,120,006

 

12,533,590

Internet Software & Services - 3.1%

Angie's List, Inc. (d)

483,900

9,140,871

Blinkx PLC (a)

4,266,981

4,163,272

Cornerstone OnDemand, Inc.

150,000

3,276,000

 

Shares

Value

Demandware, Inc.

4,200

$ 125,160

eBay, Inc. (a)

97,300

3,589,397

Google, Inc. Class A (a)

45,400

29,112,296

Mail.ru Group Ltd. GDR (a)(e)

241,200

9,515,340

Open Text Corp. (a)

182,500

11,158,012

Rackspace Hosting, Inc. (a)

158,600

9,165,494

Support.com, Inc. (a)

857,200

2,700,180

Velti PLC (a)

378,800

5,132,740

 

87,078,762

IT Services - 3.0%

Cardtronics, Inc. (a)

219,100

5,751,375

Cognizant Technology Solutions Corp. Class A (a)

200,500

15,428,475

IBM Corp.

59,400

12,393,810

MasterCard, Inc. Class A

46,900

19,723,326

Redecard SA

150,000

2,912,183

Vantiv, Inc.

248,700

4,881,981

Visa, Inc. Class A

202,500

23,895,000

 

84,986,150

Semiconductors & Semiconductor Equipment - 3.1%

Alpha & Omega Semiconductor Ltd. (a)

200,000

1,924,000

ARM Holdings PLC

1,803,500

17,015,109

ARM Holdings PLC sponsored ADR

992,900

28,089,141

Avago Technologies Ltd.

225,000

8,768,250

Cymer, Inc. (a)

60,000

3,000,000

NVIDIA Corp. (a)

505,458

7,778,999

STMicroelectronics NV (NY Shares) unit (d)

1,000,000

8,190,000

Texas Instruments, Inc.

350,000

11,763,500

 

86,528,999

Software - 3.3%

Citrix Systems, Inc. (a)

143,600

11,331,476

MICROS Systems, Inc. (a)

280,400

15,503,316

Oracle Corp.

990,500

28,882,980

salesforce.com, Inc. (a)

90,100

13,921,351

Solera Holdings, Inc.

296,900

13,624,741

Taleo Corp. Class A (a)

122,300

5,617,239

VMware, Inc. Class A (a)

20,000

2,247,400

 

91,128,503

TOTAL INFORMATION TECHNOLOGY

576,514,332

MATERIALS - 7.9%

Chemicals - 2.0%

Agrium, Inc.

100,000

8,630,144

Ashland, Inc.

203,900

12,450,134

CF Industries Holdings, Inc.

34,000

6,210,100

Monsanto Co.

189,000

15,074,640

Rockwood Holdings, Inc. (a)

100,000

5,215,000

Sigma Aldrich Corp.

20,000

1,461,200

The Mosaic Co.

120,000

6,634,800

 

55,676,018

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 5.9%

Agnico-Eagle Mines Ltd. (Canada)

561,000

$ 18,693,439

Alamos Gold, Inc.

420,000

7,709,087

Allied Nevada Gold Corp. (a)

120,000

3,903,600

ArcelorMittal SA Class A unit (d)

265,000

5,069,450

Barrick Gold Corp.

321,300

13,962,563

Carpenter Technology Corp.

185,300

9,678,219

Coeur d'Alene Mines Corp. (a)

93,946

2,230,278

Compass Minerals International, Inc.

96,000

6,887,040

Detour Gold Corp. (a)(e)

175,000

4,362,939

Eldorado Gold Corp.

520,000

7,141,497

Goldcorp, Inc.

605,700

27,299,155

Ivanhoe Mines Ltd. (a)

500,000

7,864,267

Newcrest Mining Ltd.

655,091

20,134,303

Newmont Mining Corp.

258,300

13,243,041

Pretium Resources, Inc. (a)

380,000

5,432,109

Royal Gold, Inc.

37,800

2,465,316

Sabina Gold & Silver Corp. (a)

2,180,000

6,097,138

Silver Wheaton Corp.

135,425

4,490,862

 

166,664,303

TOTAL MATERIALS

222,340,321

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

AT&T, Inc.

120,900

3,775,707

Telenor ASA

100,000

1,854,193

 

5,629,900

UTILITIES - 0.3%

Electric Utilities - 0.1%

Duke Energy Corp.

160,000

3,361,600

Gas Utilities - 0.2%

ONEOK, Inc.

50,000

4,083,000

TOTAL UTILITIES

7,444,600

TOTAL COMMON STOCKS

(Cost $2,367,704,348)


2,791,254,788

Convertible Preferred Stocks - 0.1%

 

 

 

 

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Merrimack Pharmaceuticals, Inc. Series G (f)

(Cost $4,280,766)

611,538


3,406,878

Money Market Funds - 1.9%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

3,085,668

$ 3,085,668

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

49,619,432

49,619,432

TOTAL MONEY MARKET FUNDS

(Cost $52,705,100)


52,705,100

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $2,424,690,214)

2,847,366,766

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(45,237,225)

NET ASSETS - 100%

$ 2,802,129,541

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security 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 $39,473,954 or 1.4% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,406,878 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Merrimack Pharmaceuticals, Inc. Series G

3/31/11

$ 4,280,766

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

$ 3,958

Fidelity Securities Lending Cash Central Fund

1,570,480

Total

$ 1,574,438

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 536,355,196

$ 529,190,289

$ 7,164,907

$ -

Consumer Staples

303,590,981

287,409,885

16,181,096

-

Energy

326,973,706

326,973,706

-

-

Financials

325,334,468

319,472,923

5,861,545

-

Health Care

247,461,675

231,199,947

16,261,728

-

Industrials

243,016,487

243,016,487

-

-

Information Technology

576,514,332

559,499,223

17,015,109

-

Materials

222,340,321

222,340,321

-

-

Telecommunication Services

5,629,900

5,629,900

-

-

Utilities

7,444,600

7,444,600

-

-

Money Market Funds

52,705,100

52,705,100

-

-

Total Investments in Securities:

$ 2,847,366,766

$ 2,784,882,381

$ 62,484,385

$ -

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

Investments in Securities:

Beginning Balance

$ 4,280,766

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(4,280,766)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ -

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

78.0%

Canada

7.2%

United Kingdom

3.2%

Cayman Islands

1.5%

Bermuda

1.5%

Brazil

1.4%

India

1.0%

Others (Individually Less Than 1%)

6.2%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $49,596,582) - See accompanying schedule:

Unaffiliated issuers (cost $2,371,985,114)

$ 2,794,661,666

 

Fidelity Central Funds (cost $52,705,100)

52,705,100

 

Total Investments (cost $2,424,690,214)

 

$ 2,847,366,766

Foreign currency held at value (cost $1,217,204)

1,217,204

Receivable for investments sold

13,126,530

Receivable for fund shares sold

88,485

Dividends receivable

2,547,973

Distributions receivable from Fidelity Central Funds

327,506

Prepaid expenses

3,793

Other receivables

599,780

Total assets

2,865,278,037

 

 

 

Liabilities

Payable for investments purchased

$ 10,482,543

Payable for fund shares redeemed

1,329,020

Accrued management fee

1,297,016

Distribution and service plan fees payable

70,463

Other affiliated payables

200,195

Other payables and accrued expenses

149,827

Collateral on securities loaned, at value

49,619,432

Total liabilities

63,148,496

 

 

 

Net Assets

$ 2,802,129,541

Net Assets consist of:

 

Paid in capital

$ 2,923,429,001

Undistributed net investment income

6,148,884

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

(550,029,394)

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

422,581,050

Net Assets

$ 2,802,129,541

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($2,467,864,564 ÷ 210,674,299 shares)

$ 11.71

 

 

 

Class A:
Net Asset Value and redemption price per share ($331,627,713 ÷ 29,001,878 shares)

$ 11.43

 

 

 

Maximum offering price per share (100/94.25 of $11.43)

$ 12.13

Class T:
Net Asset Value and redemption price per share ($883,608 ÷ 78,348 shares)

$ 11.28

 

 

 

Maximum offering price per share (100/96.50 of $11.28)

$ 11.69

Class B:
Net Asset Value and offering price per share ($275,459 ÷ 24,878 shares)A

$ 11.07

 

 

 

Class C:
Net Asset Value and offering price per share ($1,222,136 ÷ 110,657 shares)A

$ 11.04

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($256,061 ÷ 21,754 shares)

$ 11.77

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.

Semiannual Report

Statement of Operations

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 18,892,651

Interest

 

3,435

Income from Fidelity Central Funds (including $1,570,480 from security lending)

 

1,574,438

Total income

 

20,470,524

 

 

 

Expenses

Management fee

$ 7,357,883

Transfer agent fees

205,902

Distribution and service plan fees

396,492

Accounting and security lending fees

394,980

Custodian fees and expenses

56,506

Independent trustees' compensation

8,457

Appreciation in deferred trustee compensation account

87

Registration fees

31,309

Audit

40,427

Legal

12,281

Interest

1,609

Miscellaneous

14,408

Total expenses before reductions

8,520,341

Expense reductions

(80,108)

8,440,233

Net investment income (loss)

12,030,291

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

51,683,270

Foreign currency transactions

(130,906)

Total net realized gain (loss)

 

51,552,364

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $18,388)

458,803,922

Assets and liabilities in foreign currencies

21,295

Total change in net unrealized appreciation (depreciation)

 

458,825,217

Net gain (loss)

510,377,581

Net increase (decrease) in net assets resulting from operations

$ 522,407,872

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,030,291

$ 12,889,146

Net realized gain (loss)

51,552,364

474,496,398

Change in net unrealized appreciation (depreciation)

458,825,217

(369,217,801)

Net increase (decrease) in net assets resulting from operations

522,407,872

118,167,743

Distributions to shareholders from net investment income

(14,797,617)

(13,403,529)

Distributions to shareholders from net realized gain

(1,987,904)

(1,434,540)

Total distributions

(16,785,521)

(14,838,069)

Share transactions - net increase (decrease)

(140,454,374)

(493,501,394)

Total increase (decrease) in net assets

365,167,977

(390,171,720)

 

 

 

Net Assets

Beginning of period

2,436,961,564

2,827,133,284

End of period (including undistributed net investment income of $6,148,884 and undistributed net investment income of $8,916,210, respectively)

$ 2,802,129,541

$ 2,436,961,564

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.05

.04

.09

.08

.12

Net realized and unrealized gain (loss)

  2.06

.18

.93

(.95)

(2.86)

2.25

Total from investment operations

  2.11

.23

.97

(.86)

(2.78)

2.37

Distributions from net investment income

  (.06)

(.05)

(.07)

(.09)

(.11)

(.14)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.07)

(.06)

(.08)

(.10) J

(2.02) I

(.91)

Net asset value, end of period

$ 11.71

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

Total Return B, C, D

  21.94%

2.33%

11.31%

(8.77)%

(22.45)%

19.44%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of fee waivers, if any

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of all reductions

  .60% A

.59%

.60%

.60%

.58%

.59%

Net investment income (loss)

  .95% A

.48%

.44%

1.33%

.64%

.90%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,467,865

$ 2,150,649

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .03

.01

.01

.06

.03

.07

Net realized and unrealized gain (loss)

  2.02

.17

.90

(.93)

(2.78)

2.19

Total from investment operations

  2.05

.18

.91

(.87)

(2.75)

2.26

Distributions from net investment income

  (.03)

(.01)

(.04)

(.05)

(.06)

(.09)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.04)

(.02)

(.04) L

(.06) K

(1.97) J

(.86)

Net asset value, end of period

$ 11.43

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

Total Return B, C, D, E

  21.76%

1.91%

10.94%

(9.18)%

(22.73)%

18.90%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of fee waivers, if any

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of all reductions

  .94% A

.94%

.97%

1.01%

.97%

.98%

Net investment income (loss)

  .61% A

.13%

.07%

.92%

.25%

.51%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 331,628

$ 284,072

$ 315,290

$ 380,175

$ 379,162

$ 471,593

Portfolio turnover rate H

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Total distributions of $.197 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share. K 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. L 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.04)

(.04)

.03

(.02)

.01

Net realized and unrealized gain (loss)

  1.99

.17

.90

(.93)

(2.76)

2.19

Total from investment operations

  2.00

.13

.86

(.90)

(2.78)

2.20

Distributions from net investment income

  -

-

-

(.03)

(.01)

(.09)

Distributions from net realized gain

  -

-

-

(.01)

(1.91)

(.77)

Total distributions

  -

-

-

(.03) J

(1.91) I

(.86)

Net asset value, end of period

$ 11.28

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

Total Return B, C, D

  21.55%

1.42%

10.37%

(9.65)%

(23.06)%

18.49%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of fee waivers, if any

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of all reductions

  1.45% A

1.43%

1.46%

1.47%

1.40%

1.42%

Net investment income (loss)

  .10% A

(.37)%

(.43)%

.47%

(.18)%

.07%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 884

$ 739

$ 760

$ 978

$ 1,013

$ 1,063

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.09)

(.08)

- J

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.96

.17

.90

(.92)

(2.74)

2.18

Total from investment operations

  1.94

.08

.82

(.92)

(2.82)

2.13

Distributions from net investment income

  -

-

-

-

-

(.04)

Distributions from net realized gain

  -

-

-

-

(1.86)

(.77)

Total distributions

  -

-

-

-

(1.86) K

(.81)

Net asset value, end of period

$ 11.07

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

Total Return B, C, D

  21.25%

.88%

9.96%

(10.05)%

(23.45)%

17.92%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of all reductions

  1.90% A

1.89%

1.91%

1.93%

1.88%

1.90%

Net investment income (loss)

  (.35)% A

(.82)%

(.88)%

-% H

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 275

$ 296

$ 368

$ 384

$ 399

$ 466

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Amount represents less than .01%. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K 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.

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.08)

(.07)

- I

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.95

.17

.88

(.92)

(2.73)

2.18

Total from investment operations

  1.93

.09

.81

(.92)

(2.81)

2.13

Distributions from net investment income

  -

-

-

(.02)

-

(.04)

Distributions from net realized gain

  -

-

-

(.01)

(1.88)

(.77)

Total distributions

  -

-

-

(.03) K

(1.88) J

(.81)

Net asset value, end of period

$ 11.04

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

Total Return B, C, D

  21.19%

1.00%

9.87%

(10.00)%

(23.39)%

17.87%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of all reductions

  1.86% A

1.85%

1.89%

1.92%

1.89%

1.90%

Net investment income (loss)

  (.31)% A

(.79)%

(.85)%

.01%

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,222

$ 1,007

$ 904

$ 1,042

$ 522

$ 458

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $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. K 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

.02

.02

.08

.06

.11

Net realized and unrealized gain (loss)

  2.07

.18

.93

(.96)

(2.84)

2.23

Total from investment operations

  2.11

.20

.95

(.88)

(2.78)

2.34

Distributions from net investment income

  (.04)

(.02)

-

(.07)

(.09)

(.14)

Distributions from net realized gain

  (.01)

(.01)

-

(.01)

(1.91)

(.77)

Total distributions

  (.05)

(.03)

-

(.08) I

(2.00) H

(.91)

Net asset value, end of period

$ 11.77

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

Total Return B, C

  21.79%

2.04%

11.06%

(8.99)%

(22.48)%

19.20%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of fee waivers, if any

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of all reductions

  .90% A

.86%

.87%

.79%

.73%

.69%

Net investment income (loss)

  .66% A

.21%

.17%

1.14%

.50%

.80%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 199

$ 144

$ 83

$ 1,720

$ 2,422

Portfolio turnover rate F

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 $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. I 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 II:O and Destiny Plans II: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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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. 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 March 31, 2012, 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:

Semiannual Report

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 these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 547,676,604

Gross unrealized depreciation

(139,051,838)

Net unrealized appreciation (depreciation) on securities and other investments

$ 408,624,766

 

 

Tax cost

$ 2,438,742,000

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (193,483,438)

2018

(394,048,039)

Total capital loss carryforward

$ (587,531,477)

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 $771,930,757 and $879,366,199, 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 an annualized 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 annualized management fee rate was .56% 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 387,382

$ 73,126

Class T

.25%

.25%

2,052

3

Class B

.75%

.25%

1,568

1,176

Class C

.75%

.25%

5,490

660

 

 

 

$ 396,492

$ 74,965

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,126

Class T

362

Class B*

231

Class C*

6

 

$ 1,725

* 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

$ 52,287

.00**

Class A

149,875

.10

Class T

1,462

.36

Class B

474

.30

Class C

1,455

.26

Institutional Class

349

.30

 

$ 205,902

 

* Annualized

** 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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $27,501 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,282,000

.32%

$ 1,609

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,695 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $11,754 from securities loaned to FCM.

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 $80,108 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2012

Year ended
September 30,
2011

From net investment income

 

 

Class O

$ 13,990,271

$ 12,938,394

Class A

806,408

464,873

Institutional Class

938

262

Total

$ 14,797,617

$ 13,403,529

 

From net realized gain

 

 

Class O

$ 1,748,785

$ 1,268,450

Class A

238,936

166,030

Institutional Class

183

60

Total

$ 1,987,904

$ 1,434,540

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31,
2012

Year ended
September 30,
2011

Six months ended
March 31,
2012

Year ended
September 30,
2011

Class O

 

 

 

 

Shares sold

5,766,239

17,803,161

$ 61,104,125

$ 192,182,610

Reinvestment of distributions

1,358,758

1,164,568

14,049,598

12,367,592

Shares redeemed

(18,927,585)

(60,629,604)

(203,098,408)

(656,933,276)

Net increase (decrease)

(11,802,588)

(41,661,875)

$ (127,944,685)

$ (452,383,074)

Class A

 

 

 

 

Shares sold

2,109,369

5,497,025

$ 21,796,078

$ 58,139,464

Reinvestment of distributions

83,408

40,475

842,414

420,128

Shares redeemed

(3,348,541)

(9,432,016)

(35,069,371)

(99,765,111)

Net increase (decrease)

(1,155,764)

(3,894,516)

$ (12,430,879)

$ (41,205,519)

Class T

 

 

 

 

Shares sold

4,302

35,679

$ 43,822

$ 380,946

Shares redeemed

(5,530)

(39,089)

(58,205)

(398,747)

Net increase (decrease)

(1,228)

(3,410)

$ (14,383)

$ (17,801)

Class B

 

 

 

 

Shares sold

-

2,780

$ 30

$ 29,824

Shares redeemed

(7,544)

(11,021)

(81,744)

(112,214)

Net increase (decrease)

(7,544)

(8,241)

$ (81,714)

$ (82,390)

Class C

 

 

 

 

Shares sold

7,957

32,216

$ 84,014

$ 334,681

Shares redeemed

(7,857)

(21,851)

(79,109)

(214,863)

Net increase (decrease)

100

10,365

$ 4,905

$ 119,818

Institutional Class

 

 

 

 

Shares sold

9,872

14,847

$ 102,776

$ 163,346

Reinvestment of distributions

98

29

1,016

312

Shares redeemed

(8,749)

(9,405)

(91,410)

(96,086)

Net increase (decrease)

1,221

5,471

$ 12,382

$ 67,572

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

ADESII-USAN-0512
1.814758.106

(Fidelity Investment logo)(registered trademark)

vwy456019

Fidelity Advisor®

Capital Development Fund -

Institutional Class

Semiannual Report

March 31, 2012

(Fidelity Cover Art)

Contents

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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (October 1, 2011 to March 31, 2012).

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
October 1, 2011

Ending
Account Value
March 31, 2012

Expenses Paid
During Period*
October 1, 2011 to
March 31, 2012

Class O

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,219.40

$ 3.38

HypotheticalA

 

$ 1,000.00

$ 1,021.95

$ 3.08

Class A

.95%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.60

$ 5.27

HypotheticalA

 

$ 1,000.00

$ 1,020.25

$ 4.80

Class T

1.46%

 

 

 

Actual

 

$ 1,000.00

$ 1,215.50

$ 8.09

HypotheticalA

 

$ 1,000.00

$ 1,017.70

$ 7.36

Class B

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,212.50

$ 10.51

HypotheticalA

 

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

1.86%

 

 

 

Actual

 

$ 1,000.00

$ 1,211.90

$ 10.29

HypotheticalA

 

$ 1,000.00

$ 1,015.70

$ 9.37

Institutional Class

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,217.90

$ 4.99

HypotheticalA

 

$ 1,000.00

$ 1,020.50

$ 4.55

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 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

6.1

6.3

Chevron Corp.

2.3

2.3

Wells Fargo & Co.

1.9

1.4

JPMorgan Chase & Co.

1.9

1.3

Exxon Mobil Corp.

1.4

1.0

Ross Stores, Inc.

1.4

1.1

TJX Companies, Inc.

1.4

1.2

Citigroup, Inc.

1.3

0.0

Wal-Mart Stores, Inc.

1.1

0.0

Amazon.com, Inc.

1.1

1.2

 

19.9

Top Five Market Sectors as of March 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

20.6

22.2

Consumer Discretionary

19.1

14.6

Energy

11.7

10.1

Financials

11.6

7.3

Consumer Staples

10.8

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2012 *

As of September 30, 2011 **

vwy456026

Stocks 99.6%

 

vwy456026

Stocks 98.0%

 

vwy456029

Convertible
Securities 0.1%

 

vwy456029

Convertible
Securities 0.2%

 

vwy456032

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.3%

 

vwy456032

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.8%

 

* Foreign investments

22.0%

 

** Foreign investments

22.8%

 

vwy456035

Semiannual Report

Investments March 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value

CONSUMER DISCRETIONARY - 19.1%

Auto Components - 0.3%

Tenneco, Inc. (a)

40,000

$ 1,486,000

TRW Automotive Holdings Corp. (a)

170,200

7,905,790

 

9,391,790

Automobiles - 0.6%

Bajaj Auto Ltd.

250,000

8,254,499

Ford Motor Co.

250,000

3,122,500

PT Astra International Tbk

100,000

808,725

Tesla Motors, Inc. (a)(d)

119,400

4,446,456

 

16,632,180

Distributors - 0.7%

Li & Fung Ltd.

8,780,000

20,147,780

Diversified Consumer Services - 0.3%

Anhanguera Educacional Participacoes SA

530,000

6,385,717

Collectors Universe, Inc.

100,000

1,724,000

 

8,109,717

Hotels, Restaurants & Leisure - 0.9%

Bravo Brio Restaurant Group, Inc. (a)

113,800

2,271,448

Dunkin' Brands Group, Inc.

110,800

3,336,188

Jubilant Foodworks Ltd. (a)

100,000

2,313,207

McDonald's Corp.

30,000

2,943,000

Starbucks Corp.

100,000

5,589,000

The Cheesecake Factory, Inc. (a)

20,000

587,800

Tim Hortons, Inc. (Canada)

154,000

8,237,622

 

25,278,265

Household Durables - 0.0%

Toll Brothers, Inc. (a)

53,700

1,288,263

Internet & Catalog Retail - 1.6%

Amazon.com, Inc. (a)

146,100

29,586,711

Priceline.com, Inc. (a)

9,600

6,888,000

Start Today Co. Ltd. (d)

388,100

7,164,907

 

43,639,618

Leisure Equipment & Products - 0.5%

Bauer Performance Sports Ltd. (e)

817,600

6,147,060

Hasbro, Inc.

238,600

8,761,392

 

14,908,452

Media - 1.4%

Comcast Corp. Class A

100,000

3,001,000

Pandora Media, Inc. (d)

353,000

3,604,130

The Walt Disney Co.

665,200

29,122,456

Time Warner, Inc.

100,000

3,775,000

 

39,502,586

Multiline Retail - 2.2%

Dollar General Corp. (a)

186,300

8,607,060

Dollar Tree, Inc. (a)

60,000

5,669,400

Dollarama, Inc.

471,000

21,964,734

Marisa Lojas SA

600,000

8,165,612

 

Shares

Value

Springland International Holdings Ltd.

1,750,000

$ 1,266,483

Target Corp.

256,000

14,917,120

 

60,590,409

Specialty Retail - 5.6%

Ascena Retail Group, Inc. (a)

100,000

4,432,000

AutoZone, Inc. (a)

44,700

16,619,460

Charming Shoppes, Inc. (a)

350,000

2,065,000

China ZhengTong Auto Services Holdings Ltd. (a)

504,000

504,935

Destination Maternity Corp.

383,100

7,114,167

Dick's Sporting Goods, Inc.

150,000

7,212,000

Express, Inc. (a)

23,600

589,528

Guess?, Inc.

221,000

6,906,250

Jos. A. Bank Clothiers, Inc. (a)

28,200

1,421,562

Kirkland's, Inc. (a)

95,241

1,540,999

Limited Brands, Inc.

263,600

12,652,800

New York & Co., Inc. (a)

1,449,187

5,405,468

PT ACE Hardware Indonesia Tbk

8,999,000

4,379,421

Ross Stores, Inc.

686,070

39,860,667

Sally Beauty Holdings, Inc. (a)

194,400

4,821,120

SuperGroup PLC (a)(d)

218,200

2,149,907

Teavana Holdings, Inc. (a)

20,000

394,400

TJX Companies, Inc.

995,900

39,547,189

 

157,616,873

Textiles, Apparel & Luxury Goods - 5.0%

Arezzo Industria e Comercio SA

14,000

243,435

Bosideng International Holdings Ltd.

13,500,000

4,224,400

Coach, Inc.

100,000

7,728,000

Daphne International Holdings Ltd.

3,000,000

4,110,436

Gildan Activewear, Inc.

100,000

2,751,742

Liz Claiborne, Inc. (a)(d)

1,025,000

13,694,000

lululemon athletica, Inc. (a)

105,842

7,904,281

Michael Kors Holdings Ltd.

231,000

10,762,290

NIKE, Inc. Class B

100,000

10,844,000

PVH Corp.

186,400

16,651,112

Ralph Lauren Corp.

82,500

14,382,225

Samsonite International SA

1,307,700

2,377,759

Steven Madden Ltd. (a)

316,903

13,547,603

Vera Bradley, Inc. (a)(d)

223,762

6,755,375

VF Corp.

84,653

12,357,645

Warnaco Group, Inc. (a)

186,900

10,914,960

 

139,249,263

TOTAL CONSUMER DISCRETIONARY

536,355,196

CONSUMER STAPLES - 10.8%

Beverages - 2.1%

Anheuser-Busch InBev SA NV

83,846

6,106,176

Anheuser-Busch InBev SA NV:

ADR

65,000

4,726,800

(strip VVPR) (a)

160,000

640

Beam, Inc.

230,000

13,471,100

Dr Pepper Snapple Group, Inc.

352,400

14,170,004

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

300,200

$ 18,639,418

United Breweries Ltd.

63,029

668,409

 

57,782,547

Food & Staples Retailing - 2.5%

Drogasil SA

983,666

9,562,185

Fresh Market, Inc. (a)(d)

137,800

6,607,510

PriceSmart, Inc.

149,300

10,870,533

Wal-Mart Stores, Inc.

521,300

31,903,560

Whole Foods Market, Inc.

140,000

11,648,000

 

70,591,788

Food Products - 1.4%

Annie's, Inc.

2,400

83,616

Biostime International Holdings Ltd.

2,478,000

6,375,610

Green Mountain Coffee Roasters, Inc. (a)

166,999

7,822,233

Kraft Foods, Inc. Class A

270,000

10,262,700

Orion Corp.

10,000

7,024,979

TreeHouse Foods, Inc. (a)

131,500

7,824,250

 

39,393,388

Household Products - 1.2%

Colgate-Palmolive Co.

197,400

19,301,772

Procter & Gamble Co.

238,300

16,016,143

 

35,317,915

Personal Products - 1.4%

Herbalife Ltd.

370,260

25,481,293

Nu Skin Enterprises, Inc. Class A

232,263

13,450,350

 

38,931,643

Tobacco - 2.2%

Altria Group, Inc.

50,000

1,543,500

British American Tobacco PLC:

(United Kingdom)

200,000

10,074,920

sponsored ADR

60,000

6,073,200

Imperial Tobacco Group PLC

100,000

4,054,733

Lorillard, Inc.

131,100

16,974,828

Philip Morris International, Inc.

257,900

22,852,519

 

61,573,700

TOTAL CONSUMER STAPLES

303,590,981

ENERGY - 11.7%

Energy Equipment & Services - 2.6%

Baker Hughes, Inc.

285,834

11,987,878

Cameron International Corp. (a)

67,000

3,539,610

Halliburton Co.

722,900

23,993,051

Nabors Industries Ltd. (a)

272,800

4,771,272

National Oilwell Varco, Inc.

100,000

7,947,000

Rowan Companies, Inc. (a)

142,900

4,705,697

Schlumberger Ltd.

40,000

2,797,200

 

Shares

Value

Transocean Ltd. (United States)

150,000

$ 8,205,000

Tuscany International Drilling, Inc. (a)(e)

7,000,000

5,262,894

 

73,209,602

Oil, Gas & Consumable Fuels - 9.1%

Anadarko Petroleum Corp.

170,500

13,356,970

Apache Corp.

214,100

21,504,204

Bellatrix Exploration Ltd. (a)

915,600

4,827,884

Bumi PLC

495,058

4,960,911

Chevron Corp.

600,900

64,440,516

ConocoPhillips

175,700

13,354,957

Crestwood Midstream Partners LP

100,000

2,851,000

Crown Point Ventures Ltd. (e)

419,300

584,258

Enbridge Energy Partners LP

150,000

4,645,500

Energy Partners Ltd. (a)(d)

841,100

13,970,671

Enterprise Products Partners LP

113,200

5,713,204

Exxon Mobil Corp.

468,000

40,589,640

Hess Corp.

95,300

5,617,935

HollyFrontier Corp.

336,770

10,827,156

Madalena Ventures, Inc. (a)

9,484,500

8,747,171

Madalena Ventures, Inc. (e)

324,500

299,273

Marathon Petroleum Corp.

86,900

3,767,984

Noble Energy, Inc.

38,100

3,725,418

Occidental Petroleum Corp.

156,800

14,932,064

Williams Companies, Inc.

415,558

12,803,342

WPX Energy, Inc.

124,600

2,244,046

 

253,764,104

TOTAL ENERGY

326,973,706

FINANCIALS - 11.6%

Capital Markets - 1.8%

Goldman Sachs Group, Inc.

69,900

8,693,463

Invesco Ltd.

423,300

11,289,411

Morgan Stanley

800,000

15,712,000

State Street Corp.

320,000

14,560,000

 

50,254,874

Commercial Banks - 3.2%

BSB Bancorp, Inc.

100,000

1,121,000

CIT Group, Inc. (a)

100,000

4,124,000

HDFC Bank Ltd.

573,925

5,861,545

HDFC Bank Ltd. sponsored ADR

100,000

3,410,000

Huntington Bancshares, Inc.

797,600

5,144,520

PNC Financial Services Group, Inc.

100,000

6,449,000

Regions Financial Corp.

700,000

4,613,000

SunTrust Banks, Inc.

200,000

4,834,000

Wells Fargo & Co.

1,572,650

53,690,271

 

89,247,336

Consumer Finance - 1.3%

Capital One Financial Corp.

300,000

16,722,000

Discover Financial Services

605,400

20,184,036

 

36,906,036

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 3.2%

Citigroup, Inc.

992,900

$ 36,290,495

JPMorgan Chase & Co.

1,147,800

52,775,844

 

89,066,339

Insurance - 1.1%

ACE Ltd.

40,000

2,928,000

Berkshire Hathaway, Inc. Class A (a)

66

8,045,400

Intact Financial Corp. (a)(e)

120,000

7,221,292

Lincoln National Corp.

303,400

7,997,624

Platinum Underwriters Holdings Ltd.

98,167

3,583,096

 

29,775,412

Real Estate Investment Trusts - 0.5%

CBL & Associates Properties, Inc.

312,700

5,916,284

Dundee (REIT) (e)

600,000

6,080,898

Simon Property Group, Inc.

25,000

3,642,000

 

15,639,182

Real Estate Management & Development - 0.5%

DLF Ltd.

1,580,000

6,269,348

Iguatemi Empresa de Shopping Centers SA

295,000

6,785,509

 

13,054,857

Thrifts & Mortgage Finance - 0.0%

Housing Development Finance Corp. Ltd.

105,000

1,390,432

TOTAL FINANCIALS

325,334,468

HEALTH CARE - 8.7%

Biotechnology - 1.5%

ADVENTRX Pharmaceuticals, Inc. (a)(d)

2,334,324

1,610,684

ADVENTRX Pharmaceuticals, Inc. warrants 11/16/16 (a)

667,162

56,300

Alexion Pharmaceuticals, Inc. (a)

145,112

13,475,100

Amgen, Inc.

18,315

1,245,237

AVEO Pharmaceuticals, Inc. (a)

405,900

5,037,219

Clovis Oncology, Inc.

28,400

722,780

Dynavax Technologies Corp. (a)

2,218,511

11,225,666

ImmunoGen, Inc. (a)

164,623

2,368,925

NPS Pharmaceuticals, Inc. (a)

28,900

197,676

Theravance, Inc. (a)

125,000

2,437,500

ZIOPHARM Oncology, Inc. (a)(d)

472,200

2,549,880

 

40,926,967

Health Care Equipment & Supplies - 1.8%

Baxter International, Inc.

288,900

17,270,442

Boston Scientific Corp. (a)

819,800

4,902,404

Covidien PLC

313,400

17,136,712

Insulet Corp. (a)

100,000

1,914,000

Sirona Dental Systems, Inc. (a)

180,000

9,277,200

 

50,500,758

 

Shares

Value

Health Care Providers & Services - 2.5%

Accretive Health, Inc. (a)

50,000

$ 998,500

Express Scripts, Inc. (a)

70,000

3,792,600

Hanger Orthopedic Group, Inc. (a)

621,338

13,582,449

Humana, Inc.

100,000

9,248,000

McKesson Corp.

154,700

13,578,019

UnitedHealth Group, Inc.

230,000

13,556,200

WellPoint, Inc.

220,000

16,236,000

 

70,991,768

Health Care Technology - 0.0%

athenahealth, Inc. (a)

11,800

874,616

Pharmaceuticals - 2.9%

Abbott Laboratories

197,900

12,129,291

Allergan, Inc.

106,400

10,153,752

Eli Lilly & Co.

200,000

8,054,000

GlaxoSmithKline PLC sponsored ADR

205,000

9,206,550

Johnson & Johnson

190,000

12,532,400

Meda AB (A Shares)

500,000

4,768,598

Merck & Co., Inc.

100,000

3,840,000

PT Kalbe Farma Tbk

11,000,000

4,270,547

Shire PLC

400,000

12,798,550

ViroPharma, Inc. (a)

100,000

3,007,000

 

80,760,688

TOTAL HEALTH CARE

244,054,797

INDUSTRIALS - 8.7%

Aerospace & Defense - 3.1%

Esterline Technologies Corp. (a)

166,083

11,868,291

Honeywell International, Inc.

449,367

27,433,855

Precision Castparts Corp.

16,000

2,766,400

Textron, Inc.

410,200

11,415,866

Ultra Electronics Holdings PLC

120,000

3,357,031

United Technologies Corp.

346,500

28,738,710

 

85,580,153

Air Freight & Logistics - 0.5%

United Parcel Service, Inc. Class B

180,800

14,594,176

Building Products - 0.2%

Fortune Brands Home & Security, Inc. (a)

285,000

6,289,950

Commercial Services & Supplies - 0.4%

United Stationers, Inc.

361,400

11,214,242

Construction & Engineering - 0.8%

EMCOR Group, Inc.

308,400

8,548,848

Foster Wheeler AG (a)

330,000

7,510,800

Jacobs Engineering Group, Inc. (a)

98,600

4,374,882

MYR Group, Inc. (a)

120,000

2,143,200

 

22,577,730

Electrical Equipment - 0.4%

Fushi Copperweld, Inc. (a)

303,500

2,291,425

GrafTech International Ltd. (a)

321,900

3,843,486

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Electrical Equipment - continued

Polypore International, Inc. (a)(d)

120,000

$ 4,219,200

Regal-Beloit Corp.

28,000

1,835,400

 

12,189,511

Industrial Conglomerates - 0.2%

Danaher Corp.

21,900

1,226,400

Max India Ltd. (a)

800,000

2,660,635

 

3,887,035

Machinery - 0.7%

Caterpillar, Inc.

30,000

3,195,600

Cummins, Inc.

14,100

1,692,564

Jain Irrigation Systems Ltd.

301,378

583,551

Jain Irrigation Systems Ltd. DVR (a)

15,068

14,210

Pall Corp.

184,000

10,971,920

Westport Innovations, Inc. (a)(d)

100,000

4,092,000

 

20,549,845

Professional Services - 0.5%

Nielsen Holdings B.V. (a)

356,400

10,741,896

Qualicorp SA

425,000

3,642,624

 

14,384,520

Road & Rail - 1.8%

CSX Corp.

590,000

12,696,800

Norfolk Southern Corp.

205,000

13,495,150

Union Pacific Corp.

213,500

22,946,980

 

49,138,930

Trading Companies & Distributors - 0.1%

Superior Plus Corp.

350,000

2,610,395

TOTAL INDUSTRIALS

243,016,487

INFORMATION TECHNOLOGY - 20.6%

Communications Equipment - 1.2%

Motorola Solutions, Inc.

229,000

11,640,070

Nokia Corp. sponsored ADR (d)

500,000

2,745,000

QUALCOMM, Inc.

297,900

20,263,158

 

34,648,228

Computers & Peripherals - 6.4%

Apple, Inc. (a)

285,200

170,968,840

EMC Corp. (a)

100,000

2,988,000

SanDisk Corp. (a)

114,000

5,653,260

 

179,610,100

Electronic Equipment & Components - 0.5%

Jabil Circuit, Inc.

175,700

4,413,584

SYNNEX Corp. (a)

212,900

8,120,006

 

12,533,590

Internet Software & Services - 3.1%

Angie's List, Inc. (d)

483,900

9,140,871

Blinkx PLC (a)

4,266,981

4,163,272

Cornerstone OnDemand, Inc.

150,000

3,276,000

 

Shares

Value

Demandware, Inc.

4,200

$ 125,160

eBay, Inc. (a)

97,300

3,589,397

Google, Inc. Class A (a)

45,400

29,112,296

Mail.ru Group Ltd. GDR (a)(e)

241,200

9,515,340

Open Text Corp. (a)

182,500

11,158,012

Rackspace Hosting, Inc. (a)

158,600

9,165,494

Support.com, Inc. (a)

857,200

2,700,180

Velti PLC (a)

378,800

5,132,740

 

87,078,762

IT Services - 3.0%

Cardtronics, Inc. (a)

219,100

5,751,375

Cognizant Technology Solutions Corp. Class A (a)

200,500

15,428,475

IBM Corp.

59,400

12,393,810

MasterCard, Inc. Class A

46,900

19,723,326

Redecard SA

150,000

2,912,183

Vantiv, Inc.

248,700

4,881,981

Visa, Inc. Class A

202,500

23,895,000

 

84,986,150

Semiconductors & Semiconductor Equipment - 3.1%

Alpha & Omega Semiconductor Ltd. (a)

200,000

1,924,000

ARM Holdings PLC

1,803,500

17,015,109

ARM Holdings PLC sponsored ADR

992,900

28,089,141

Avago Technologies Ltd.

225,000

8,768,250

Cymer, Inc. (a)

60,000

3,000,000

NVIDIA Corp. (a)

505,458

7,778,999

STMicroelectronics NV (NY Shares) unit (d)

1,000,000

8,190,000

Texas Instruments, Inc.

350,000

11,763,500

 

86,528,999

Software - 3.3%

Citrix Systems, Inc. (a)

143,600

11,331,476

MICROS Systems, Inc. (a)

280,400

15,503,316

Oracle Corp.

990,500

28,882,980

salesforce.com, Inc. (a)

90,100

13,921,351

Solera Holdings, Inc.

296,900

13,624,741

Taleo Corp. Class A (a)

122,300

5,617,239

VMware, Inc. Class A (a)

20,000

2,247,400

 

91,128,503

TOTAL INFORMATION TECHNOLOGY

576,514,332

MATERIALS - 7.9%

Chemicals - 2.0%

Agrium, Inc.

100,000

8,630,144

Ashland, Inc.

203,900

12,450,134

CF Industries Holdings, Inc.

34,000

6,210,100

Monsanto Co.

189,000

15,074,640

Rockwood Holdings, Inc. (a)

100,000

5,215,000

Sigma Aldrich Corp.

20,000

1,461,200

The Mosaic Co.

120,000

6,634,800

 

55,676,018

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 5.9%

Agnico-Eagle Mines Ltd. (Canada)

561,000

$ 18,693,439

Alamos Gold, Inc.

420,000

7,709,087

Allied Nevada Gold Corp. (a)

120,000

3,903,600

ArcelorMittal SA Class A unit (d)

265,000

5,069,450

Barrick Gold Corp.

321,300

13,962,563

Carpenter Technology Corp.

185,300

9,678,219

Coeur d'Alene Mines Corp. (a)

93,946

2,230,278

Compass Minerals International, Inc.

96,000

6,887,040

Detour Gold Corp. (a)(e)

175,000

4,362,939

Eldorado Gold Corp.

520,000

7,141,497

Goldcorp, Inc.

605,700

27,299,155

Ivanhoe Mines Ltd. (a)

500,000

7,864,267

Newcrest Mining Ltd.

655,091

20,134,303

Newmont Mining Corp.

258,300

13,243,041

Pretium Resources, Inc. (a)

380,000

5,432,109

Royal Gold, Inc.

37,800

2,465,316

Sabina Gold & Silver Corp. (a)

2,180,000

6,097,138

Silver Wheaton Corp.

135,425

4,490,862

 

166,664,303

TOTAL MATERIALS

222,340,321

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

AT&T, Inc.

120,900

3,775,707

Telenor ASA

100,000

1,854,193

 

5,629,900

UTILITIES - 0.3%

Electric Utilities - 0.1%

Duke Energy Corp.

160,000

3,361,600

Gas Utilities - 0.2%

ONEOK, Inc.

50,000

4,083,000

TOTAL UTILITIES

7,444,600

TOTAL COMMON STOCKS

(Cost $2,367,704,348)


2,791,254,788

Convertible Preferred Stocks - 0.1%

 

 

 

 

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Merrimack Pharmaceuticals, Inc. Series G (f)

(Cost $4,280,766)

611,538


3,406,878

Money Market Funds - 1.9%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

3,085,668

$ 3,085,668

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

49,619,432

49,619,432

TOTAL MONEY MARKET FUNDS

(Cost $52,705,100)


52,705,100

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $2,424,690,214)

2,847,366,766

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(45,237,225)

NET ASSETS - 100%

$ 2,802,129,541

Legend

(a) Non-income producing

(b) 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. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security 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 $39,473,954 or 1.4% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3,406,878 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Merrimack Pharmaceuticals, Inc. Series G

3/31/11

$ 4,280,766

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

$ 3,958

Fidelity Securities Lending Cash Central Fund

1,570,480

Total

$ 1,574,438

Other Information

The following is a summary of the inputs used, as of March 31, 2012, 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

$ 536,355,196

$ 529,190,289

$ 7,164,907

$ -

Consumer Staples

303,590,981

287,409,885

16,181,096

-

Energy

326,973,706

326,973,706

-

-

Financials

325,334,468

319,472,923

5,861,545

-

Health Care

247,461,675

231,199,947

16,261,728

-

Industrials

243,016,487

243,016,487

-

-

Information Technology

576,514,332

559,499,223

17,015,109

-

Materials

222,340,321

222,340,321

-

-

Telecommunication Services

5,629,900

5,629,900

-

-

Utilities

7,444,600

7,444,600

-

-

Money Market Funds

52,705,100

52,705,100

-

-

Total Investments in Securities:

$ 2,847,366,766

$ 2,784,882,381

$ 62,484,385

$ -

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

Investments in Securities:

Beginning Balance

$ 4,280,766

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(4,280,766)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at March 31, 2012

$ -

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

78.0%

Canada

7.2%

United Kingdom

3.2%

Cayman Islands

1.5%

Bermuda

1.5%

Brazil

1.4%

India

1.0%

Others (Individually Less Than 1%)

6.2%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 

March 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $49,596,582) - See accompanying schedule:

Unaffiliated issuers (cost $2,371,985,114)

$ 2,794,661,666

 

Fidelity Central Funds (cost $52,705,100)

52,705,100

 

Total Investments (cost $2,424,690,214)

 

$ 2,847,366,766

Foreign currency held at value (cost $1,217,204)

1,217,204

Receivable for investments sold

13,126,530

Receivable for fund shares sold

88,485

Dividends receivable

2,547,973

Distributions receivable from Fidelity Central Funds

327,506

Prepaid expenses

3,793

Other receivables

599,780

Total assets

2,865,278,037

 

 

 

Liabilities

Payable for investments purchased

$ 10,482,543

Payable for fund shares redeemed

1,329,020

Accrued management fee

1,297,016

Distribution and service plan fees payable

70,463

Other affiliated payables

200,195

Other payables and accrued expenses

149,827

Collateral on securities loaned, at value

49,619,432

Total liabilities

63,148,496

 

 

 

Net Assets

$ 2,802,129,541

Net Assets consist of:

 

Paid in capital

$ 2,923,429,001

Undistributed net investment income

6,148,884

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

(550,029,394)

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

422,581,050

Net Assets

$ 2,802,129,541

Statement of Assets and Liabilities - continued

 

March 31, 2012 (Unaudited)

 

 

 

Class O:
Net Asset Value, offering price and redemption price per share ($2,467,864,564 ÷ 210,674,299 shares)

$ 11.71

 

 

 

Class A:
Net Asset Value and redemption price per share ($331,627,713 ÷ 29,001,878 shares)

$ 11.43

 

 

 

Maximum offering price per share (100/94.25 of $11.43)

$ 12.13

Class T:
Net Asset Value and redemption price per share ($883,608 ÷ 78,348 shares)

$ 11.28

 

 

 

Maximum offering price per share (100/96.50 of $11.28)

$ 11.69

Class B:
Net Asset Value and offering price per share ($275,459 ÷ 24,878 shares)A

$ 11.07

 

 

 

Class C:
Net Asset Value and offering price per share ($1,222,136 ÷ 110,657 shares)A

$ 11.04

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($256,061 ÷ 21,754 shares)

$ 11.77

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.

Semiannual Report

Statement of Operations

Six months ended March 31, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 18,892,651

Interest

 

3,435

Income from Fidelity Central Funds (including $1,570,480 from security lending)

 

1,574,438

Total income

 

20,470,524

 

 

 

Expenses

Management fee

$ 7,357,883

Transfer agent fees

205,902

Distribution and service plan fees

396,492

Accounting and security lending fees

394,980

Custodian fees and expenses

56,506

Independent trustees' compensation

8,457

Appreciation in deferred trustee compensation account

87

Registration fees

31,309

Audit

40,427

Legal

12,281

Interest

1,609

Miscellaneous

14,408

Total expenses before reductions

8,520,341

Expense reductions

(80,108)

8,440,233

Net investment income (loss)

12,030,291

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

51,683,270

Foreign currency transactions

(130,906)

Total net realized gain (loss)

 

51,552,364

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $18,388)

458,803,922

Assets and liabilities in foreign currencies

21,295

Total change in net unrealized appreciation (depreciation)

 

458,825,217

Net gain (loss)

510,377,581

Net increase (decrease) in net assets resulting from operations

$ 522,407,872

Statement of Changes in Net Assets

 

Six months ended
March 31, 2012
(Unaudited)

Year ended
September 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 12,030,291

$ 12,889,146

Net realized gain (loss)

51,552,364

474,496,398

Change in net unrealized appreciation (depreciation)

458,825,217

(369,217,801)

Net increase (decrease) in net assets resulting from operations

522,407,872

118,167,743

Distributions to shareholders from net investment income

(14,797,617)

(13,403,529)

Distributions to shareholders from net realized gain

(1,987,904)

(1,434,540)

Total distributions

(16,785,521)

(14,838,069)

Share transactions - net increase (decrease)

(140,454,374)

(493,501,394)

Total increase (decrease) in net assets

365,167,977

(390,171,720)

 

 

 

Net Assets

Beginning of period

2,436,961,564

2,827,133,284

End of period (including undistributed net investment income of $6,148,884 and undistributed net investment income of $8,916,210, respectively)

$ 2,802,129,541

$ 2,436,961,564

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

Semiannual Report

Financial Highlights - Class O

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

$ 12.91

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .05

.05

.04

.09

.08

.12

Net realized and unrealized gain (loss)

  2.06

.18

.93

(.95)

(2.86)

2.25

Total from investment operations

  2.11

.23

.97

(.86)

(2.78)

2.37

Distributions from net investment income

  (.06)

(.05)

(.07)

(.09)

(.11)

(.14)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.07)

(.06)

(.08)

(.10) J

(2.02) I

(.91)

Net asset value, end of period

$ 11.71

$ 9.67

$ 9.50

$ 8.61

$ 9.57

$ 14.37

Total Return B, C, D

  21.94%

2.33%

11.31%

(8.77)%

(22.45)%

19.44%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of fee waivers, if any

  .61% A

.61%

.61%

.61%

.59%

.60%

Expenses net of all reductions

  .60% A

.59%

.60%

.60%

.58%

.59%

Net investment income (loss)

  .95% A

.48%

.44%

1.33%

.64%

.90%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,467,865

$ 2,150,649

$ 2,509,669

$ 3,278,390

$ 3,785,291

$ 5,352,895

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

$ 12.64

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) F

  .03

.01

.01

.06

.03

.07

Net realized and unrealized gain (loss)

  2.02

.17

.90

(.93)

(2.78)

2.19

Total from investment operations

  2.05

.18

.91

(.87)

(2.75)

2.26

Distributions from net investment income

  (.03)

(.01)

(.04)

(.05)

(.06)

(.09)

Distributions from net realized gain

  (.01)

(.01)

(.01)

(.01)

(1.91)

(.77)

Total distributions

  (.04)

(.02)

(.04) L

(.06) K

(1.97) J

(.86)

Net asset value, end of period

$ 11.43

$ 9.42

$ 9.26

$ 8.39

$ 9.32

$ 14.04

Total Return B, C, D, E

  21.76%

1.91%

10.94%

(9.18)%

(22.73)%

18.90%

Ratios to Average Net Assets G, I

 

 

 

 

 

 

Expenses before reductions

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of fee waivers, if any

  .95% A

.95%

.98%

1.02%

.99%

.99%

Expenses net of all reductions

  .94% A

.94%

.97%

1.01%

.97%

.98%

Net investment income (loss)

  .61% A

.13%

.07%

.92%

.25%

.51%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 331,628

$ 284,072

$ 315,290

$ 380,175

$ 379,162

$ 471,593

Portfolio turnover rate H

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Total distributions of $.197 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share. K 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. L 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.

Semiannual Report

Financial Highlights - Class T

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

$ 12.57

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .01

(.04)

(.04)

.03

(.02)

.01

Net realized and unrealized gain (loss)

  1.99

.17

.90

(.93)

(2.76)

2.19

Total from investment operations

  2.00

.13

.86

(.90)

(2.78)

2.20

Distributions from net investment income

  -

-

-

(.03)

(.01)

(.09)

Distributions from net realized gain

  -

-

-

(.01)

(1.91)

(.77)

Total distributions

  -

-

-

(.03) J

(1.91) I

(.86)

Net asset value, end of period

$ 11.28

$ 9.28

$ 9.15

$ 8.29

$ 9.22

$ 13.91

Total Return B, C, D

  21.55%

1.42%

10.37%

(9.65)%

(23.06)%

18.49%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of fee waivers, if any

  1.46% A

1.45%

1.47%

1.48%

1.42%

1.43%

Expenses net of all reductions

  1.45% A

1.43%

1.46%

1.47%

1.40%

1.42%

Net investment income (loss)

  .10% A

(.37)%

(.43)%

.47%

(.18)%

.07%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 884

$ 739

$ 760

$ 978

$ 1,013

$ 1,063

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I 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. J 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

$ 12.51

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.09)

(.08)

- J

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.96

.17

.90

(.92)

(2.74)

2.18

Total from investment operations

  1.94

.08

.82

(.92)

(2.82)

2.13

Distributions from net investment income

  -

-

-

-

-

(.04)

Distributions from net realized gain

  -

-

-

-

(1.86)

(.77)

Total distributions

  -

-

-

-

(1.86) K

(.81)

Net asset value, end of period

$ 11.07

$ 9.13

$ 9.05

$ 8.23

$ 9.15

$ 13.83

Total Return B, C, D

  21.25%

.88%

9.96%

(10.05)%

(23.45)%

17.92%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.90% A

1.91%

1.92%

1.94%

1.90%

1.91%

Expenses net of all reductions

  1.90% A

1.89%

1.91%

1.93%

1.88%

1.90%

Net investment income (loss)

  (.35)% A

(.82)%

(.88)%

-% H

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 275

$ 296

$ 368

$ 384

$ 399

$ 466

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Amount represents less than .01%. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K 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.

Semiannual Report

Financial Highlights - Class C

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

$ 12.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.02)

(.08)

(.07)

- I

(.08)

(.05)

Net realized and unrealized gain (loss)

  1.95

.17

.88

(.92)

(2.73)

2.18

Total from investment operations

  1.93

.09

.81

(.92)

(2.81)

2.13

Distributions from net investment income

  -

-

-

(.02)

-

(.04)

Distributions from net realized gain

  -

-

-

(.01)

(1.88)

(.77)

Total distributions

  -

-

-

(.03) K

(1.88) J

(.81)

Net asset value, end of period

$ 11.04

$ 9.11

$ 9.02

$ 8.21

$ 9.16

$ 13.85

Total Return B, C, D

  21.19%

1.00%

9.87%

(10.00)%

(23.39)%

17.87%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of fee waivers, if any

  1.86% A

1.87%

1.90%

1.93%

1.90%

1.91%

Expenses net of all reductions

  1.86% A

1.85%

1.89%

1.92%

1.89%

1.90%

Net investment income (loss)

  (.31)% A

(.79)%

(.85)%

.01%

(.66)%

(.41)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,222

$ 1,007

$ 904

$ 1,042

$ 522

$ 458

Portfolio turnover rate G

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $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. K 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

 

Six months ended
March 31, 2012

Years ended September 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

$ 12.90

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

.02

.02

.08

.06

.11

Net realized and unrealized gain (loss)

  2.07

.18

.93

(.96)

(2.84)

2.23

Total from investment operations

  2.11

.20

.95

(.88)

(2.78)

2.34

Distributions from net investment income

  (.04)

(.02)

-

(.07)

(.09)

(.14)

Distributions from net realized gain

  (.01)

(.01)

-

(.01)

(1.91)

(.77)

Total distributions

  (.05)

(.03)

-

(.08) I

(2.00) H

(.91)

Net asset value, end of period

$ 11.77

$ 9.71

$ 9.54

$ 8.59

$ 9.55

$ 14.33

Total Return B, C

  21.79%

2.04%

11.06%

(8.99)%

(22.48)%

19.20%

Ratios to Average Net Assets E, G

 

 

 

 

 

 

Expenses before reductions

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of fee waivers, if any

  .90% A

.88%

.87%

.81%

.74%

.74%

Expenses net of all reductions

  .90% A

.86%

.87%

.79%

.73%

.69%

Net investment income (loss)

  .66% A

.21%

.17%

1.14%

.50%

.80%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 256

$ 199

$ 144

$ 83

$ 1,720

$ 2,422

Portfolio turnover rate F

  59% A

118%

62%

152%

283%

200%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G 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 $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. I 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.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2012 (Unaudited)

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 five classes of shares, Class O, Class A (formerly Class N), Class T, Class C, and Institutional Class, each of which, along with Class B shares, 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, except for exchanges and reinvestments. 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 may 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 are no longer 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 II:O and Destiny Plans II: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 invests 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 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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. 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 March 31, 2012, 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:

Semiannual Report

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 these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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 foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 547,676,604

Gross unrealized depreciation

(139,051,838)

Net unrealized appreciation (depreciation) on securities and other investments

$ 408,624,766

 

 

Tax cost

$ 2,438,742,000

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At September 30, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (193,483,438)

2018

(394,048,039)

Total capital loss carryforward

$ (587,531,477)

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 $771,930,757 and $879,366,199, 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 an annualized 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 annualized management fee rate was .56% 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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 387,382

$ 73,126

Class T

.25%

.25%

2,052

3

Class B

.75%

.25%

1,568

1,176

Class C

.75%

.25%

5,490

660

 

 

 

$ 396,492

$ 74,965

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,126

Class T

362

Class B*

231

Class C*

6

 

$ 1,725

* 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

$ 52,287

.00**

Class A

149,875

.10

Class T

1,462

.36

Class B

474

.30

Class C

1,455

.26

Institutional Class

349

.30

 

$ 205,902

 

* Annualized

** 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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $27,501 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 7,282,000

.32%

$ 1,609

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,695 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $11,754 from securities loaned to FCM.

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 $80,108 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2012

Year ended
September 30,
2011

From net investment income

 

 

Class O

$ 13,990,271

$ 12,938,394

Class A

806,408

464,873

Institutional Class

938

262

Total

$ 14,797,617

$ 13,403,529

 

From net realized gain

 

 

Class O

$ 1,748,785

$ 1,268,450

Class A

238,936

166,030

Institutional Class

183

60

Total

$ 1,987,904

$ 1,434,540

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
March 31,
2012

Year ended
September 30,
2011

Six months ended
March 31,
2012

Year ended
September 30,
2011

Class O

 

 

 

 

Shares sold

5,766,239

17,803,161

$ 61,104,125

$ 192,182,610

Reinvestment of distributions

1,358,758

1,164,568

14,049,598

12,367,592

Shares redeemed

(18,927,585)

(60,629,604)

(203,098,408)

(656,933,276)

Net increase (decrease)

(11,802,588)

(41,661,875)

$ (127,944,685)

$ (452,383,074)

Class A

 

 

 

 

Shares sold

2,109,369

5,497,025

$ 21,796,078

$ 58,139,464

Reinvestment of distributions

83,408

40,475

842,414

420,128

Shares redeemed

(3,348,541)

(9,432,016)

(35,069,371)

(99,765,111)

Net increase (decrease)

(1,155,764)

(3,894,516)

$ (12,430,879)

$ (41,205,519)

Class T

 

 

 

 

Shares sold

4,302

35,679

$ 43,822

$ 380,946

Shares redeemed

(5,530)

(39,089)

(58,205)

(398,747)

Net increase (decrease)

(1,228)

(3,410)

$ (14,383)

$ (17,801)

Class B

 

 

 

 

Shares sold

-

2,780

$ 30

$ 29,824

Shares redeemed

(7,544)

(11,021)

(81,744)

(112,214)

Net increase (decrease)

(7,544)

(8,241)

$ (81,714)

$ (82,390)

Class C

 

 

 

 

Shares sold

7,957

32,216

$ 84,014

$ 334,681

Shares redeemed

(7,857)

(21,851)

(79,109)

(214,863)

Net increase (decrease)

100

10,365

$ 4,905

$ 119,818

Institutional Class

 

 

 

 

Shares sold

9,872

14,847

$ 102,776

$ 163,346

Reinvestment of distributions

98

29

1,016

312

Shares redeemed

(8,749)

(9,405)

(91,410)

(96,086)

Net increase (decrease)

1,221

5,471

$ 12,382

$ 67,572

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

General Distributor

Fidelity Distributors Corporation
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
Quincy, MA

ADESII-I-USAN-0512
1.814764.106

(Fidelity Investment logo)(registered trademark)

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

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 Fidelity Destiny Portfolios's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Destiny Portfolios's (the "Trust") 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)

Not applicable.

(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:

May 23, 2012

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:

May 23, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

May 23, 2012