N-CSR 1 filing936.htm PRIMARY DOCUMENT

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   811-3583  


Fidelity Mt. Vernon Street Trust
(Exact name of registrant as specified in charter)


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


Marc Bryant, Secretary

245 Summer St.

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



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

November 30

 

 

Date of reporting period:

November 30, 2016


Item 1.

Reports to Stockholders




Fidelity® Growth Company Fund

Class K



Annual Report

November 30, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended November 30, 2016 Past 1 year Past 5 years Past 10 years 
Class K 3.59% 15.74% 9.97% 

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth Company Fund - Class K on November 30, 2006. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Growth Index performed over the same period. See above for additional information regarding the performance of Class K.


Period Ending Values

$25,866Fidelity® Growth Company Fund - Class K

$21,953Russell 3000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500® index returned 8.06% for the 12 months ending November 30, 2016, rising sharply in the final month on post-election optimism for economic growth. The period began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained positive momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.'s June 23 vote to exit the European Union – dubbed "Brexit" – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. For the year, 10 of the 11 sectors in the S&P 500® advanced, with six posting double-digit gains. Telecommunication services (+16%) led the way, its strength attributable to demand for dividend-paying equities early in the period, as well as to company-specific news. Cyclical sectors including industrials (+15%), financials (+14%), energy (+13%) and materials (+12%) posted strong gains, the latter two driven by a rebound in commodity prices. Conversely, real estate (+1%) lagged the index due to a late-period slump related to expectations for rising interest rates. Consumer discretionary (+3%) also underperformed, as competitive pressure continued to weigh on brick-and-mortar retailers.

Comments from Portfolio Manager Steven Wymer:  For the year, the fund’s share classes returned about 4%, modestly underperforming the 4.25% gain of the benchmark Russell 3000 Growth Index. Versus the benchmark, positioning in the pharmaceuticals, biotechnology & life sciences industry weighed most on performance, attributed to stock-specific events and industrywide drug-pricing pressures. Positioning in industrials also hurt. Drugmaker Alnylam Pharmaceuticals was the fund’s biggest relative detractor. Alnylam's shares were cut roughly in half in October when a late-stage trial revealed potential safety issues with one of its drug candidates that sought to treat rare hereditary diseases. The fund's second-largest detractor this period was Regeneron Pharmaceuticals, one of our largest holdings. The firm faced a number of setbacks, including patent infringement woes and concerns about slowing sales growth for its key drug Eylea®, used to treat macular (retinal) degeneration. Turning to the positive, graphics chipmaker Nvidia was the largest relative contributor to fund performance by far. The company's share price more than doubled this period, boosted by consecutive quarters of better-than-expected financial results.

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

Investment Summary (Unaudited)

Top Ten Stocks as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
NVIDIA Corp. 7.7 4.6 
Apple, Inc. 4.8 4.3 
Amazon.com, Inc. 4.5 4.4 
Alphabet, Inc. Class A 3.9 4.0 
Facebook, Inc. Class A 3.0 3.3 
Salesforce.com, Inc. 3.0 4.7 
adidas AG 2.2 1.2 
Microsoft Corp. 2.2 1.3 
Alphabet, Inc. Class C 2.0 2.0 
Alkermes PLC 1.6 1.3 
 34.9  

Top Five Market Sectors as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 40.5 37.9 
Consumer Discretionary 19.9 20.8 
Health Care 19.0 18.7 
Industrials 6.9 7.5 
Consumer Staples 6.1 8.7 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016* 
   Stocks 97.3% 
   Convertible Securities 2.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.3% 


 * Foreign investments - 8.9%


As of May 31, 2016* 
   Stocks 97.4% 
   Convertible Securities 2.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.3% 


 * Foreign investments - 7.9%


Investments November 30, 2016

Showing Percentage of Net Assets

Common Stocks - 97.3%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 19.8%   
Auto Components - 0.0%   
Adient PLC (a) 49,986 $2,677 
Automobiles - 0.7%   
Tesla Motors, Inc. (a)(b) 1,401,100 265,368 
Hotels, Restaurants & Leisure - 3.2%   
Buffalo Wild Wings, Inc. (a) 598,800 100,958 
China Lodging Group Ltd. ADR 367,600 19,255 
Chipotle Mexican Grill, Inc. (a) 145,000 57,468 
Dave & Buster's Entertainment, Inc. (a) 362,342 16,976 
Del Taco Restaurants, Inc. (a) 1,329,800 19,309 
Domino's Pizza, Inc. 278,700 46,833 
Dunkin' Brands Group, Inc. 434,540 23,591 
Hyatt Hotels Corp. Class A (a) 186,940 9,597 
Las Vegas Sands Corp. 907,100 56,848 
McDonald's Corp. 1,399,300 166,895 
Panera Bread Co. Class A (a)(b) 305,400 64,778 
Papa John's International, Inc. 1,020,300 90,154 
Shake Shack, Inc. Class A (a)(b) 177,400 6,543 
Starbucks Corp. 4,985,300 288,998 
Wingstop, Inc. 334,388 10,262 
Yum China Holdings, Inc. 2,587,400 72,758 
Yum! Brands, Inc. 1,281,600 81,241 
  1,132,464 
Household Durables - 0.1%   
Newell Brands, Inc. 231,654 10,890 
Sony Corp. sponsored ADR 1,275,200 37,070 
  47,960 
Internet & Direct Marketing Retail - 6.9%   
Amazon.com, Inc. (a) 2,178,101 1,634,817 
Ctrip.com International Ltd. ADR (a) 1,361,700 61,590 
Etsy, Inc. (a) 222,100 2,754 
Expedia, Inc. 1,099,000 136,331 
Groupon, Inc. Class A (a) 9,796,400 38,892 
JD.com, Inc. sponsored ADR (a) 305,500 8,209 
Netflix, Inc. (a) 2,028,500 237,335 
Priceline Group, Inc. (a) 137,768 207,159 
The Honest Co., Inc. (a)(c) 39,835 1,242 
TripAdvisor, Inc. (a) 126,600 6,112 
Vipshop Holdings Ltd. ADR (a) 4,699,000 52,723 
Wayfair LLC Class A (a)(b) 2,753,967 100,382 
  2,487,546 
Leisure Products - 0.1%   
Callaway Golf Co. 2,565,900 31,176 
NJOY, Inc. (a)(c) 17,666,069 
  31,176 
Media - 1.6%   
Comcast Corp. Class A 5,375,700 373,665 
Lions Gate Entertainment Corp. (b) 231,492 5,417 
The Walt Disney Co. 1,850,700 183,441 
Twenty-First Century Fox, Inc. Class A 404,800 11,379 
  573,902 
Multiline Retail - 0.3%   
Dollar General Corp. 244,700 18,920 
Dollar Tree, Inc. (a) 595,400 52,490 
Target Corp. 284,689 21,989 
  93,399 
Specialty Retail - 1.5%   
AutoNation, Inc. (a) 317,600 14,184 
CarMax, Inc. (a)(b) 319,721 18,477 
DavidsTea, Inc. (a) 982,600 9,384 
Home Depot, Inc. 2,574,700 333,166 
L Brands, Inc. 695,400 48,831 
Restoration Hardware Holdings, Inc. (a)(b)(d) 2,151,049 77,545 
TJX Companies, Inc. 386,000 30,239 
  531,826 
Textiles, Apparel & Luxury Goods - 5.4%   
adidas AG 5,275,500 777,258 
Aritzia LP (a) 1,620,800 21,236 
Columbia Sportswear Co. 171,000 9,725 
Kate Spade & Co. (a) 3,704,715 55,015 
lululemon athletica, Inc. (a)(d) 8,984,923 512,051 
NIKE, Inc. Class B 3,772,700 188,899 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 9,868,940 224,814 
Tory Burch LLC:   
Class A unit (a)(c)(e) 950,844 52,810 
Class B(a)(c)(e) 324,840 19,241 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 430,500 13,259 
Class C (non-vtg.) 417,804 10,771 
VF Corp. 582,800 31,768 
  1,916,847 
TOTAL CONSUMER DISCRETIONARY  7,083,165 
CONSUMER STAPLES - 6.1%   
Beverages - 2.4%   
Constellation Brands, Inc. Class A (sub. vtg.) 360,600 54,501 
Dr. Pepper Snapple Group, Inc. 200,400 17,383 
Monster Beverage Corp. (a) 9,123,318 408,268 
PepsiCo, Inc. 1,161,640 116,280 
The Coca-Cola Co. 6,155,300 248,366 
  844,798 
Food & Staples Retailing - 1.2%   
Costco Wholesale Corp. 1,404,300 210,799 
CVS Health Corp. 1,057,100 81,280 
Drogasil SA 2,947,473 56,203 
Kroger Co. 381,950 12,337 
Sprouts Farmers Market LLC (a) 66,200 1,325 
Walgreens Boots Alliance, Inc. 669,900 56,761 
Whole Foods Market, Inc. 699,600 21,261 
  439,966 
Food Products - 0.7%   
Campbell Soup Co. 148,100 8,425 
General Mills, Inc. 173,800 10,591 
Mead Johnson Nutrition Co. Class A 1,095,000 78,939 
Mondelez International, Inc. 681,400 28,101 
The Hain Celestial Group, Inc. (a) 349,300 13,689 
The Hershey Co. 296,800 28,683 
The Kraft Heinz Co. 513,900 41,960 
Tyson Foods, Inc. Class A 380,100 21,593 
  231,981 
Household Products - 0.3%   
Church & Dwight Co., Inc. 923,500 40,440 
Colgate-Palmolive Co. 481,700 31,421 
Kimberly-Clark Corp. 284,300 32,868 
Procter & Gamble Co. 148,100 12,212 
  116,941 
Personal Products - 0.7%   
Coty, Inc. Class A 8,797,900 164,609 
Herbalife Ltd. (a) 1,637,110 80,268 
  244,877 
Tobacco - 0.8%   
Altria Group, Inc. 2,884,580 184,411 
Japan Tobacco, Inc. 412,600 14,304 
Philip Morris International, Inc. 527,680 46,584 
Reynolds American, Inc. 1,008,726 54,572 
  299,871 
TOTAL CONSUMER STAPLES  2,178,434 
ENERGY - 2.6%   
Energy Equipment & Services - 0.8%   
Baker Hughes, Inc. 2,258,800 145,309 
Halliburton Co. 546,200 28,998 
Schlumberger Ltd. 204,000 17,146 
U.S. Silica Holdings, Inc. 1,655,100 83,765 
  275,218 
Oil, Gas & Consumable Fuels - 1.8%   
Anadarko Petroleum Corp. 505,500 34,955 
Cabot Oil & Gas Corp. 1,458,400 32,260 
Concho Resources, Inc. (a) 653,500 93,464 
Continental Resources, Inc. (a) 715,200 41,489 
EOG Resources, Inc. 1,534,600 157,327 
Hess Corp. 268,600 15,031 
Noble Energy, Inc. 1,161,711 44,331 
PDC Energy, Inc. (a) 531,200 39,548 
Pioneer Natural Resources Co. 647,207 123,642 
Range Resources Corp. 1,606,900 56,531 
Valero Energy Corp. 243,700 15,002 
  653,580 
TOTAL ENERGY  928,798 
FINANCIALS - 2.4%   
Banks - 1.0%   
Citigroup, Inc. 577,780 32,581 
HDFC Bank Ltd. sponsored ADR 1,601,474 103,327 
JPMorgan Chase & Co. 2,005,300 160,765 
Signature Bank (a) 64,385 9,652 
Wells Fargo & Co. 866,900 45,876 
  352,201 
Capital Markets - 1.3%   
BlackRock, Inc. Class A 448,800 166,411 
BM&F BOVESPA SA 5,757,397 28,276 
Charles Schwab Corp. 6,684,675 258,430 
RPI International Holdings LP (c) 130,847 17,149 
  470,266 
Consumer Finance - 0.1%   
American Express Co. 255,548 18,410 
Discover Financial Services 112,644 7,634 
  26,044 
TOTAL FINANCIALS  848,511 
HEALTH CARE - 18.1%   
Biotechnology - 13.8%   
AbbVie, Inc. 1,068,200 64,947 
AbbVie, Inc. (f) 642,091 38,649 
ACADIA Pharmaceuticals, Inc. (a)(d) 2,929,105 79,057 
ACADIA Pharmaceuticals, Inc. (a)(b)(d) 4,036,694 108,950 
Adaptimmune Therapeutics PLC sponsored ADR (a) 685,400 2,858 
Adverum Biotechnologies, Inc. (a) 986,400 2,811 
Agios Pharmaceuticals, Inc. (a)(b) 1,529,287 89,020 
Aimmune Therapeutics, Inc. (a) 211,900 4,810 
Alder Biopharmaceuticals, Inc. (a)(b) 450,600 10,612 
Alexion Pharmaceuticals, Inc. (a) 1,864,860 228,613 
Alkermes PLC (a)(d) 9,933,061 564,496 
Alnylam Pharmaceuticals, Inc. (a)(d) 4,824,103 211,633 
Amgen, Inc. 1,895,000 273,013 
Array BioPharma, Inc. (a) 6,163,770 49,896 
aTyr Pharma, Inc. (a)(b)(d) 562,107 1,743 
aTyr Pharma, Inc. (a)(d)(f) 1,469,144 4,554 
BeiGene Ltd. ADR (b) 1,884,861 59,750 
Biogen, Inc. (a) 354,500 104,248 
bluebird bio, Inc. (a)(b)(d) 2,434,481 146,921 
Celgene Corp. (a) 1,263,088 149,689 
Celldex Therapeutics, Inc. (a)(b) 5,853,416 22,302 
Cellectis SA sponsored ADR (a) 701,962 11,835 
Chimerix, Inc. (a)(d) 2,915,257 14,256 
Coherus BioSciences, Inc. (a)(b) 2,029,917 54,605 
Corvus Pharmaceuticals, Inc. 330,300 5,097 
CytomX Therapeutics, Inc. (a) 678,978 7,564 
CytomX Therapeutics, Inc. (f) 794,033 8,846 
Dicerna Pharmaceuticals, Inc. (a) 875,550 2,609 
Editas Medicine, Inc. 1,264,682 18,047 
Exelixis, Inc. (a)(d) 18,229,867 308,449 
Fate Therapeutics, Inc. (a)(b) 1,676,206 4,928 
Five Prime Therapeutics, Inc. (a) 1,119,055 64,368 
Galapagos Genomics NV sponsored ADR (a) 1,120,098 66,220 
Genocea Biosciences, Inc. (a)(b) 518,900 2,086 
Gilead Sciences, Inc. 2,919,795 215,189 
Global Blood Therapeutics, Inc. (a) 668,417 12,800 
Heron Therapeutics, Inc. (a)(b) 918,591 14,100 
Intellia Therapeutics, Inc. (a)(b) 1,382,500 21,774 
Intercept Pharmaceuticals, Inc. (a)(b) 158,654 16,043 
Intrexon Corp. (a)(b) 551,275 16,086 
Ionis Pharmaceuticals, Inc. (a)(b)(d) 8,098,427 354,387 
Ironwood Pharmaceuticals, Inc. Class A (a) 6,028,193 94,070 
Lexicon Pharmaceuticals, Inc. (a)(b)(d) 6,811,148 103,734 
Macrogenics, Inc. (a) 157,921 4,095 
Merrimack Pharmaceuticals, Inc. (a)(b)(d) 7,509,421 41,377 
Momenta Pharmaceuticals, Inc. (a)(d) 5,402,265 76,442 
Opko Health, Inc. (a) 422,498 4,390 
PhaseRx, Inc. (b) 298,252 626 
Protagonist Therapeutics, Inc. 270,458 6,748 
Prothena Corp. PLC (a)(d) 2,145,423 126,623 
Regeneron Pharmaceuticals, Inc. (a) 1,271,218 482,097 
Regulus Therapeutics, Inc. (a)(d) 3,115,245 7,632 
Rigel Pharmaceuticals, Inc. (a)(d) 8,211,095 21,349 
Sage Therapeutics, Inc. (a)(b)(d) 1,997,456 100,093 
Seattle Genetics, Inc.(a) 3,503,836 227,084 
Seres Therapeutics, Inc. (a) 1,321,311 13,200 
Seres Therapeutics, Inc. (f) 572,827 5,723 
Shire PLC sponsored ADR 101,316 17,690 
Spark Therapeutics, Inc. (a)(b) 352,788 19,407 
Syros Pharmaceuticals, Inc. (b)(d) 816,234 11,084 
Syros Pharmaceuticals, Inc. (d) 938,008 12,101 
TESARO, Inc. (a) 122,793 16,662 
Ultragenyx Pharmaceutical, Inc. (a)(b) 838,000 65,607 
Versartis, Inc. (a) 590,494 7,352 
Vertex Pharmaceuticals, Inc. (a) 335,967 27,418 
  4,930,465 
Health Care Equipment & Supplies - 1.4%   
Abbott Laboratories 529,900 20,173 
Align Technology, Inc. (a) 151,256 14,074 
Baxter International, Inc. 508,100 22,544 
Danaher Corp. 1,518,200 118,678 
DexCom, Inc. (a) 537,900 35,119 
Entellus Medical, Inc. (a)(b) 407,300 7,507 
Genmark Diagnostics, Inc. (a) 1,340,553 15,577 
Insulet Corp. (a) 1,980,482 66,643 
Intuitive Surgical, Inc. (a) 98,293 63,275 
Novocure Ltd. (a)(b) 1,262,000 9,781 
Novocure Ltd. (f) 571,461 4,429 
Penumbra, Inc. (a)(b) 1,267,087 78,433 
Presbia PLC (a)(d) 1,183,529 5,184 
St. Jude Medical, Inc. 402,400 31,870 
Zeltiq Aesthetics, Inc. (a)(b) 427,300 18,805 
  512,092 
Health Care Providers & Services - 0.9%   
Apollo Hospitals Enterprise Ltd. 720,000 12,549 
Cardinal Health, Inc. 767,700 54,514 
Express Scripts Holding Co. (a) 352,003 26,710 
Laboratory Corp. of America Holdings (a) 178,000 22,401 
McKesson Corp. 478,900 68,871 
UnitedHealth Group, Inc. 897,300 142,061 
  327,106 
Health Care Technology - 0.3%   
athenahealth, Inc. (a)(b) 757,700 71,678 
Castlight Health, Inc. Class B (a)(b) 2,420,594 11,256 
Cerner Corp. (a) 206,100 10,260 
  93,194 
Life Sciences Tools & Services - 0.1%   
Divi's Laboratories Ltd. 124,668 2,132 
Illumina, Inc. (a) 180,838 24,077 
  26,209 
Pharmaceuticals - 1.6%   
Adimab LLC unit (a)(c)(e) 3,162,765 76,033 
Allergan PLC 318,038 61,795 
Avexis, Inc. (b) 934,341 55,238 
Bristol-Myers Squibb Co. 2,952,500 166,639 
Castle Creek Pharmaceuticals, LLC Class A-2 unit (c)(e) 46,864 15,465 
Cempra, Inc. (a)(b) 401,900 2,612 
Endocyte, Inc. (a)(b) 1,837,415 4,888 
Intra-Cellular Therapies, Inc. (a)(b)(d) 3,416,199 47,622 
Jazz Pharmaceuticals PLC (a) 451,900 46,830 
Kolltan Pharmaceuticals, Inc. rights (a) 7,940,644 1,334 
Mylan N.V. (a) 117,800 4,313 
Stemcentrx, Inc. rights 12/31/21 (a) 2,065,715 5,701 
Teva Pharmaceutical Industries Ltd. sponsored ADR 631,800 23,819 
The Medicines Company (a) 1,961,778 68,858 
Theravance Biopharma, Inc. (a)(b) 312,600 8,703 
  589,850 
TOTAL HEALTH CARE  6,478,916 
INDUSTRIALS - 6.6%   
Aerospace & Defense - 0.8%   
Lockheed Martin Corp. 562,400 149,177 
Northrop Grumman Corp. 74,221 18,529 
Space Exploration Technologies Corp. Class A (a)(c) 356,922 37,116 
The Boeing Co. 653,400 98,376 
  303,198 
Air Freight & Logistics - 0.4%   
FedEx Corp. 106,300 20,375 
United Parcel Service, Inc. Class B 1,148,600 133,146 
  153,521 
Airlines - 2.6%   
Allegiant Travel Co. 387,800 63,367 
Delta Air Lines, Inc. 1,400,600 67,481 
InterGlobe Aviation Ltd. (a) 632,349 7,923 
JetBlue Airways Corp. (a) 10,018,423 201,270 
Ryanair Holdings PLC sponsored ADR 551,152 44,004 
Southwest Airlines Co. 3,188,315 148,607 
Spirit Airlines, Inc. (a) 2,294,460 127,572 
United Continental Holdings, Inc. (a) 2,607,500 179,787 
Wheels Up Partners Holdings LLC Series B unit (a)(c)(e) 6,703,518 18,032 
Wizz Air Holdings PLC (a)(d) 3,073,536 64,452 
  922,495 
Building Products - 0.1%   
Tyco International Ltd. 500,066 22,493 
Electrical Equipment - 0.3%   
AMETEK, Inc. 76,300 3,613 
Eaton Corp. PLC 506,800 33,707 
Emerson Electric Co. 440,700 24,873 
Fortive Corp. 759,300 41,754 
  103,947 
Industrial Conglomerates - 0.9%   
3M Co. 1,014,400 174,213 
Honeywell International, Inc. 1,325,500 151,027 
  325,240 
Machinery - 1.2%   
Caterpillar, Inc. 2,962,400 283,087 
Cummins, Inc. 137,400 19,481 
Deere & Co. 383,500 38,427 
Illinois Tool Works, Inc. 342,700 42,899 
Wabtec Corp. 242,600 20,541 
Xylem, Inc. 761,700 39,288 
  443,723 
Road & Rail - 0.3%   
Union Pacific Corp. 905,000 91,704 
TOTAL INDUSTRIALS  2,366,321 
INFORMATION TECHNOLOGY - 39.4%   
Communications Equipment - 0.4%   
Arista Networks, Inc. (a) 68,400 6,485 
Cisco Systems, Inc. 666,200 19,866 
Infinera Corp. (a)(d) 12,561,828 106,776 
Palo Alto Networks, Inc. (a) 86,300 11,596 
  144,723 
Electronic Equipment & Components - 0.2%   
TE Connectivity Ltd. 129,900 8,786 
Trimble, Inc. (a) 1,648,200 46,463 
  55,249 
Internet Software & Services - 10.7%   
Actua Corp. (a)(d) 3,188,221 43,200 
Akamai Technologies, Inc. (a) 260,800 17,395 
Alibaba Group Holding Ltd. sponsored ADR (a) 1,411,700 132,728 
Alphabet, Inc.:   
Class A (a) 1,786,778 1,386,325 
Class C (a) 925,883 701,856 
Apptio, Inc. (d) 881,266 15,712 
Apptio, Inc. Class A (d) 414,600 8,213 
Baidu.com, Inc. sponsored ADR (a) 22,698 3,789 
Criteo SA sponsored ADR (a)(b) 307,783 12,702 
Dropbox, Inc. (a)(c) 1,105,082 14,057 
eBay, Inc. (a) 3,167,700 88,094 
Facebook, Inc. Class A (a) 9,149,291 1,083,459 
GoDaddy, Inc. (a) 447,800 15,825 
Hortonworks, Inc. (a)(b) 272,500 2,477 
NAVER Corp. 9,827 6,659 
New Relic, Inc. (a)(b) 519,279 16,466 
Nutanix, Inc.:   
Class A (a)(b)(d) 964,600 30,867 
Class B (d) 1,151,309 33,158 
Shopify, Inc. Class A (a) 3,912,942 163,052 
Tencent Holdings Ltd. 791,500 19,709 
Twitter, Inc. (a)(b) 42,590 787 
Wix.com Ltd. (a) 1,019,000 50,441 
  3,846,971 
IT Services - 2.7%   
Cognizant Technology Solutions Corp. Class A (a) 1,055,032 58,111 
IBM Corp. 169,700 27,529 
MasterCard, Inc. Class A 2,877,800 294,111 
PayPal Holdings, Inc. (a) 3,626,600 142,453 
Visa, Inc. Class A 5,528,405 427,456 
  949,660 
Semiconductors & Semiconductor Equipment - 11.2%   
Advanced Micro Devices, Inc. (a) 4,636,400 41,310 
Applied Materials, Inc. 224,300 7,222 
Applied Micro Circuits Corp. (a)(d) 6,066,489 53,082 
ASML Holding NV 230,693 23,791 
Broadcom Ltd. 707,402 120,605 
Cavium, Inc. (a) 2,477,460 141,290 
Cirrus Logic, Inc. (a) 3,013,367 165,735 
Cree, Inc. (a) 3,479,371 88,098 
Intel Corp. 392,200 13,609 
KLA-Tencor Corp. 288,300 23,018 
M/A-COM Technology Solutions Holdings, Inc. (a) 292,414 14,568 
Mellanox Technologies Ltd. (a) 809,889 33,570 
Micron Technology, Inc. (a) 327,300 6,392 
NVIDIA Corp. (d) 30,031,051 2,768,858 
NXP Semiconductors NV (a) 285,000 28,258 
Qorvo, Inc. (a) 269,400 14,389 
Rambus, Inc. (a) 2,837,000 37,307 
Silicon Laboratories, Inc. (a)(d) 3,247,273 215,457 
Skyworks Solutions, Inc. 146,031 11,222 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 1,451,700 43,101 
Texas Instruments, Inc. 2,278,900 168,479 
  4,019,361 
Software - 9.2%   
Activision Blizzard, Inc. 7,699,808 281,890 
Adobe Systems, Inc. (a) 1,478,736 152,029 
Appirio, Inc. Escrow(c) 389,363 94 
Atlassian Corp. PLC 233,800 6,345 
Autodesk, Inc. (a) 716,800 52,047 
CyberArk Software Ltd. (a) 1,429,900 72,939 
Electronic Arts, Inc. (a) 2,409,152 190,901 
HubSpot, Inc. (a)(d) 1,782,554 100,001 
Intuit, Inc. 545,200 61,978 
Microsoft Corp. 12,868,617 775,463 
Oracle Corp. 1,156,100 46,464 
Paylocity Holding Corp. (a) 203,700 6,745 
Proofpoint, Inc. (a) 475,000 36,580 
Red Hat, Inc. (a) 4,684,986 370,629 
Salesforce.com, Inc. (a) 14,997,612 1,079,828 
ServiceNow, Inc. (a) 535,600 44,535 
Zendesk, Inc. (a) 1,649,500 35,118 
  3,313,586 
Technology Hardware, Storage & Peripherals - 5.0%   
Apple, Inc. 15,573,548 1,721,189 
Pure Storage, Inc. Class A (a) 4,463,819 62,270 
Samsung Electronics Co. Ltd. 12,683 18,805 
Western Digital Corp. 109,213 6,952 
  1,809,216 
TOTAL INFORMATION TECHNOLOGY  14,138,766 
MATERIALS - 1.4%   
Chemicals - 1.4%   
AdvanSix, Inc. (a) 77,124 1,442 
CF Industries Holdings, Inc. 1,226,525 35,496 
E.I. du Pont de Nemours & Co. 1,422,800 104,732 
Monsanto Co. 926,271 95,137 
Praxair, Inc. 213,300 25,660 
The Dow Chemical Co. 1,403,800 78,220 
The Mosaic Co. 307,200 8,724 
The Scotts Miracle-Gro Co. Class A 1,595,000 145,576 
  494,987 
REAL ESTATE - 0.3%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
American Tower Corp. 1,131,500 115,719 
TELECOMMUNICATION SERVICES - 0.6%   
Diversified Telecommunication Services - 0.1%   
Verizon Communications, Inc. 1,223,000 61,028 
Wireless Telecommunication Services - 0.5%   
T-Mobile U.S., Inc. (a) 3,147,500 170,626 
TOTAL TELECOMMUNICATION SERVICES  231,654 
TOTAL COMMON STOCKS   
(Cost $19,399,252)  34,865,271 
Preferred Stocks - 2.4%   
Convertible Preferred Stocks - 2.4%   
CONSUMER DISCRETIONARY - 0.1%   
Hotels, Restaurants & Leisure - 0.0%   
MOD Super Fast Pizza Holdings LLC Series 3 Preferred unit (c)(e) 56,343 7,719 
Household Durables - 0.1%   
Roku, Inc.:   
Series F, 8.00% (a)(c) 17,901,305 31,327 
Series G, 8.00% (a)(c) 2,750,007 4,813 
Series H (c) 823,979 1,442 
  37,582 
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc.:   
Series C (a)(c) 92,950 3,061 
Series D (a)(c) 69,363 2,530 
  5,591 
Media - 0.0%   
Turn, Inc. Series E (a)(c) 984,774 3,121 
TOTAL CONSUMER DISCRETIONARY  54,013 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(c) 750,363 10,858 
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
UNITY Biotechnology, Inc. Series B (c) 2,214,616 8,194 
HEALTH CARE - 0.9%   
Biotechnology - 0.8%   
10X Genomics, Inc. Series C (c) 2,105,333 10,085 
Immunocore Ltd. Series A (a)(c) 67,323 14,865 
Intarcia Therapeutics, Inc.:   
Series CC (a)(c) 1,051,411 63,085 
Series DD (a)(c) 1,543,687 92,621 
Moderna Therapeutics, Inc.:   
Series D (c) 4,688,230 41,163 
Series E (c) 5,651,170 49,617 
Series F (c) 140,212 1,231 
RaNA Therapeutics LLC Series B (a)(c) 4,408,601 3,042 
  275,709 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (c) 2,790,742 18,224 
Health Care Technology - 0.0%   
Codiak Biosciences, Inc.:   
Series A (c) 589,863 1,557 
Series B (c) 1,917,058 5,061 
  6,618 
TOTAL HEALTH CARE  300,551 
INDUSTRIALS - 0.3%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(c) 216,276 22,491 
Commercial Services & Supplies - 0.1%   
Domo, Inc. Series D (a)(c) 2,990,903 20,317 
Professional Services - 0.1%   
YourPeople, Inc. Series C (c) 5,833,137 55,590 
TOTAL INDUSTRIALS  98,398 
INFORMATION TECHNOLOGY - 1.1%   
Internet Software & Services - 0.7%   
Jet.Com, Inc. Series B1 Escrow(c) 7,578,338 2,489 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(c) 4,770,180 232,652 
Series E, 8.00% (a)(c) 209,216 10,204 
  245,345 
IT Services - 0.1%   
AppNexus, Inc. Series E (a)(c) 923,523 24,012 
Software - 0.3%   
Appirio, Inc. Series E Escrow(c) 2,725,544 730 
Cloudera, Inc. Series F (a)(c) 529,285 15,901 
Cloudflare, Inc. Series D 0.08% (a)(c) 1,429,726 8,564 
Dataminr, Inc. Series D (a)(c) 1,773,901 12,291 
MongoDB, Inc. Series F, 8.00% (a)(c) 1,913,404 16,194 
Snapchat, Inc. Series F (a)(c) 1,985,264 60,987 
Taboola.Com Ltd. Series E (a)(c) 1,337,420 17,530 
  132,197 
TOTAL INFORMATION TECHNOLOGY  401,554 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series E (c) 835,497 3,860 
TOTAL CONVERTIBLE PREFERRED STOCKS  877,428 
Nonconvertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Textiles, Apparel & Luxury Goods - 0.0%   
C. Wonder LLC Class A-1 (a)(c)(e) 619,048 
HEALTH CARE - 0.0%   
Biotechnology - 0.0%   
Yumanity Holdings LLC Class A (c) 464,607 3,587 
TOTAL NONCONVERTIBLE PREFERRED STOCKS  3,587 
TOTAL PREFERRED STOCKS   
(Cost $615,570)  881,015 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Media - 0.0%   
Turn, Inc. 1.48% 3/2/23(c)   
(Cost $306) 306 306 
 Shares Value (000s) 
Money Market Funds - 1.3%   
Fidelity Cash Central Fund, 0.39% (g) 62,860,972 62,874 
Fidelity Securities Lending Cash Central Fund 0.48% (g)(h) 401,706,108 401,786 
TOTAL MONEY MARKET FUNDS   
(Cost $464,586)  464,660 
TOTAL INVESTMENT PORTFOLIO - 101.0%   
(Cost $20,479,714)  36,211,252 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (358,266) 
NET ASSETS - 100%  $35,852,986 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

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

 (c) 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 $1,132,560,000 or 3.2% of net assets.

 (d) Affiliated company

 (e) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $62,201,000 or 0.2% of net assets.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
10X Genomics, Inc. Series C 2/23/16 $9,428 
Adimab LLC unit 9/17/14 - 6/5/15 $47,869 
Altiostar Networks, Inc. Series E 9/26/16 $3,860 
Appirio, Inc. Escrow 11/24/16 $94 
Appirio, Inc. Series E Escrow 11/24/16 $730 
AppNexus, Inc. Series E 8/1/14 $18,500 
Blue Apron, Inc. Series D 5/18/15 $10,000 
C. Wonder LLC Class A-1 12/27/12 - 6/25/13 $19,500 
Castle Creek Pharmaceuticals, LLC Class A-2 unit 9/29/16 $15,465 
Cloudera, Inc. Series F 2/5/14 $7,706 
Cloudflare, Inc. Series D 0.08% 11/5/14 $8,758 
Codiak Biosciences, Inc. Series A 11/12/15 $590 
Codiak Biosciences, Inc. Series B 11/12/15 $5,751 
Dataminr, Inc. Series D 2/18/15 - 3/6/15 $22,617 
Domo, Inc. Series D 1/24/14 $12,362 
Dropbox, Inc. 5/2/12 $10,000 
Immunocore Ltd. Series A 7/27/15 $12,669 
Intarcia Therapeutics, Inc. Series CC 11/14/12 $14,331 
Intarcia Therapeutics, Inc. Series DD 3/17/14 $50,000 
Jet.Com, Inc. Series B1 Escrow 9/19/16 $2,489 
MOD Super Fast Pizza Holdings LLC Series 3 Preferred unit 11/3/16 $7,719 
Moderna Therapeutics, Inc. Series D 11/6/13 $20,615 
Moderna Therapeutics, Inc. Series E 12/18/14 $24,850 
Moderna Therapeutics, Inc. Series F 8/10/16 $617 
MongoDB, Inc. Series F, 8.00% 10/2/13 $32,000 
Mulberry Health, Inc. Series A8 1/20/16 $18,851 
NJOY, Inc. 6/7/13 - 2/14/14 $19,365 
RaNA Therapeutics LLC Series B 7/17/15 $4,761 
Roku, Inc. Series F, 8.00% 5/7/13 - 5/28/13 $16,212 
Roku, Inc. Series G, 8.00% 10/1/14 $3,574 
Roku, Inc. Series H 11/9/15 $1,260 
RPI International Holdings LP 5/21/15 - 3/23/16 $16,269 
Snapchat, Inc. Series F 3/25/15 - 2/12/16 $60,987 
Space Exploration Technologies Corp. Class A 10/16/15 $31,766 
Space Exploration Technologies Corp. Series G 1/20/15 $16,753 
Taboola.Com Ltd. Series E 12/22/14 $13,943 
The Honest Co., Inc. 8/21/14 $1,078 
The Honest Co., Inc. Series C 8/21/14 $2,515 
The Honest Co., Inc. Series D 8/3/15 $3,174 
Tory Burch LLC Class A unit 5/14/15 $67,653 
Tory Burch LLC Class B 12/31/12 $17,505 
Turn, Inc. Series E 12/30/13 $8,213 
Turn, Inc. 1.48% 3/2/23 3/2/16 $306 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $74,000 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $6,971 
UNITY Biotechnology, Inc. Series B 10/14/16 $9,102 
Wheels Up Partners Holdings LLC Series B unit 9/18/15 $19,040 
YourPeople, Inc. Series C 5/1/15 $86,920 
Yumanity Holdings LLC Class A 2/8/16 $3,140 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $387 
Fidelity Securities Lending Cash Central Fund 8,248 
Total $8,635 

Other Affiliated Issuers

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

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds* Dividend Income Value, end of period 
ACADIA Pharmaceuticals, Inc. $107,666 $45,035 $9,227 $-- $108,950 
ACADIA Pharmaceuticals, Inc. 111,160 -- -- -- 79,057 
Actua Corp. 41,096 316 4,200 -- 43,200 
Alkermes PLC 745,876 30,702 40,718 -- 564,496 
Alnylam Pharmaceuticals, Inc. 512,375 20,379 24,688 -- 211,633 
Applied Micro Circuits Corp. 46,056 2,819 5,030 -- 53,082 
Apptio, Inc. -- -- -- -- 15,712 
Apptio, Inc. Class A -- 9,342 358 -- 8,213 
aTyr Pharma, Inc. 5,110 28 182 -- 1,743 
aTyr Pharma, Inc. 12,502 -- -- -- 4,554 
bluebird bio, Inc. 205,014 17,452 11,087 -- 146,921 
Castlight Health, Inc. Class B 10,480 -- 834 -- -- 
Cavium, Inc. 191,120 11,391 29,770 -- -- 
Chimerix, Inc. 105,837 2,702 1,369 -- 14,256 
Chuy's Holdings, Inc. 45,305 -- 40,835 -- -- 
Cree, Inc. 184,985 13,676 92,905 -- -- 
Dicerna Pharmaceuticals, Inc. 14,490 -- 880 -- -- 
Eleven Biotherapeutics, Inc. 3,828 -- 432 -- -- 
Exelixis, Inc. 83,646 61,927 13,126 -- 308,449 
Fate Therapeutics, Inc. 7,602 -- 368 -- -- 
Homeinns Hotel Group ADR 78,489 -- 1,627 -- -- 
HubSpot, Inc. 67,790 29,259 7,091 -- 100,001 
Infinera Corp. 290,889 7,900 14,292 -- 106,776 
Intra-Cellular Therapies, Inc. 128,584 50,651 5,589 -- 47,622 
Ionis Pharmaceuticals, Inc. 509,728 15,932 26,521 -- 354,387 
Kate Spade & Co. 155,897 725 73,788 -- -- 
Lexicon Pharmaceuticals, Inc. 81,561 21,165 7,969 -- 103,734 
lululemon athletica, Inc. 453,130 30,692 58,783 -- 512,051 
Marketo, Inc. 67,012 -- 77,045 -- -- 
Merrimack Pharmaceuticals, Inc. 75,878 401 4,211 -- 41,377 
Momenta Pharmaceuticals, Inc. 101,247 1,762 5,424 -- 76,442 
Nutanix, Inc. Class A -- 29,557 645 -- 30,867 
Nutanix, Inc. Class B -- -- -- -- 33,158 
NVIDIA Corp. 1,195,282 17,321 538,182 16,902 2,768,858 
PhaseRx, Inc. -- 3,096 618 -- -- 
Presbia PLC 5,504 1,483 419 -- 5,184 
Prothena Corp. PLC 145,362 11,961 9,600 -- 126,623 
Regulus Therapeutics, Inc. 33,318 350 1,186 -- 7,632 
Restoration Hardware Holdings, Inc. 185,808 9,247 6,720 -- 77,545 
Rigel Pharmaceuticals, Inc. 16,099 9,760 1,836 -- 21,349 
Sage Therapeutics, Inc. 78,768 22,178 6,834 -- 100,093 
Silicon Laboratories, Inc. 184,882 5,791 15,410 -- 215,457 
Syros Pharmaceuticals, Inc. -- 11,698 573 -- 11,084 
Syros Pharmaceuticals, Inc. -- 2,451 -- -- 12,101 
Transition Therapeutics, Inc. 5,321 -- 131 -- -- 
Wizz Air Holdings PLC 77,780 10,502 5,993 -- 64,452 
Total $6,372,477 $509,651 $1,146,496 $16,902 $6,377,059 

 * Includes the value of securities delivered through in-kind transactions, if applicable.


Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $7,137,178 $6,232,614 $777,258 $127,306 
Consumer Staples 2,189,292 2,164,130 14,304 10,858 
Energy 928,798 928,798 -- -- 
Financials 856,705 831,362 -- 25,343 
Health Care 6,783,054 6,314,952 65,431 402,671 
Industrials 2,464,719 2,303,250 7,923 153,546 
Information Technology 14,540,320 14,056,036 68,579 415,705 
Materials 494,987 494,987 -- -- 
Real Estate 115,719 115,719 -- -- 
Telecommunication Services 235,514 231,654 -- 3,860 
Corporate Bonds 306 -- -- 306 
Money Market Funds 464,660 464,660 -- -- 
Total Investments in Securities: $36,211,252 $34,138,162 $933,495 $1,139,595 

The following are reconciliations of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)     
Investments in Securities:  
Equities - Health Care  
Beginning Balance $313,457 
Net Realized Gain (Loss) on Investment Securities 10,928 
Net Unrealized Gain (Loss) on Investment Securities 120,425 
Cost of Purchases 103,181 
Proceeds of Sales (145,320) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $402,671 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $120,426 
Equities - Information Technology  
Beginning Balance $397,096 
Net Realized Gain (Loss) on Investment Securities 28,619 
Net Unrealized Gain (Loss) on Investment Securities 63,675 
Cost of Purchases 50,400 
Proceeds of Sales (124,085) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $415,705 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $55,414 
Other Investments in Securities  
Beginning Balance $312,135 
Net Realized Gain (Loss) on Investment Securities 5,790 
Net Unrealized Gain (Loss) on Investment Securities 24,973 
Cost of Purchases 133,549 
Proceeds of Sales (155,228) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $321,219 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $13,376 

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and proceeds of sales includes securities delivered through in-kind transactions. See Note (4) of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  November 30, 2016 
Assets   
Investment in securities, at value (including securities loaned of $383,378) — See accompanying schedule:
Unaffiliated issuers (cost $16,914,451) 
$29,670,418  
Fidelity Central Funds (cost $464,586) 464,660  
Other affiliated issuers (cost $3,100,677) 6,076,174  
Total Investments (cost $20,479,714)  $36,211,252 
Restricted cash  250 
Receivable for investments sold  96,501 
Receivable for fund shares sold  22,572 
Dividends receivable  31,578 
Interest receivable  
Distributions receivable from Fidelity Central Funds  484 
Prepaid expenses  86 
Other receivables  1,754 
Total assets  36,364,480 
Liabilities   
Payable to custodian bank $286  
Payable for investments purchased 43,258  
Payable for fund shares redeemed 41,698  
Accrued management fee 19,029  
Other affiliated payables 3,493  
Other payables and accrued expenses 2,023  
Collateral on securities loaned, at value 401,707  
Total liabilities  511,494 
Net Assets  $35,852,986 
Net Assets consist of:   
Paid in capital  $18,116,189 
Undistributed net investment income  35,263 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,970,037 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  15,731,497 
Net Assets  $35,852,986 
Growth Company:   
Net Asset Value, offering price and redemption price per share ($21,113,864 ÷ 147,893 shares)  $142.76 
Class K:   
Net Asset Value, offering price and redemption price per share ($14,739,122 ÷ 103,258 shares)  $142.74 

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


Statement of Operations

Amounts in thousands  Year ended November 30, 2016 
Investment Income   
Dividends (including $16,902 earned from other affiliated issuers)  $302,739 
Interest  
Income from Fidelity Central Funds  8,635 
Total income  311,377 
Expenses   
Management fee   
Basic fee $204,424  
Performance adjustment 21,329  
Transfer agent fees 40,712  
Accounting and security lending fees 2,305  
Custodian fees and expenses 639  
Independent trustees' fees and expenses 164  
Registration fees 221  
Audit 260  
Legal 75  
Interest  
Miscellaneous 317  
Total expenses before reductions 270,447  
Expense reductions (667) 269,780 
Net investment income (loss)  41,597 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 3,976,805  
Fidelity Central Funds 21  
Other affiliated issuers 434,753  
Foreign currency transactions (56)  
Total net realized gain (loss)  4,411,523 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(3,344,116)  
Assets and liabilities in foreign currencies 14  
Total change in net unrealized appreciation (depreciation)  (3,344,102) 
Net gain (loss)  1,067,421 
Net increase (decrease) in net assets resulting from operations  $1,109,018 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended November 30, 2016 Year ended November 30, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $41,597 $13,855 
Net realized gain (loss) 4,411,523 4,437,105 
Change in net unrealized appreciation (depreciation) (3,344,102) (841,705) 
Net increase (decrease) in net assets resulting from operations 1,109,018 3,609,255 
Distributions to shareholders from net investment income (13,792) (57,135) 
Distributions to shareholders from net realized gain (1,582,394) (1,421,834) 
Total distributions (1,596,186) (1,478,969) 
Share transactions - net increase (decrease) (4,759,956) (3,437,067) 
Total increase (decrease) in net assets (5,247,124) (1,306,781) 
Net Assets   
Beginning of period 41,100,110 42,406,891 
End of period $35,852,986 $41,100,110 
Other Information   
Undistributed net investment income end of period $35,263 $12,121 

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


Financial Highlights — Fidelity Growth Company Fund

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $143.47 $136.46 $124.69 $95.80 $85.29 
Income from Investment Operations      
Net investment income (loss)A .09 (.01) .15 .29 .15 
Net realized and unrealized gain (loss) 4.71 11.72 20.49 31.23 13.12 
Total from investment operations 4.80 11.71 20.64 31.52 13.27 
Distributions from net investment income – (.13) (.21) (.19) (.05) 
Distributions from net realized gain (5.51) (4.57) (8.67) (2.44) (2.71) 
Total distributions (5.51) (4.70) (8.87)B (2.63) (2.76) 
Net asset value, end of period $142.76 $143.47 $136.46 $124.69 $95.80 
Total ReturnC 3.48% 8.90% 17.80% 33.85% 16.24% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .77% .88% .82% .83% .90% 
Expenses net of fee waivers, if any .77% .87% .82% .83% .90% 
Expenses net of all reductions .77% .87% .82% .83% .90% 
Net investment income (loss) .07% (.01)% .12% .27% .16% 
Supplemental Data      
Net assets, end of period (in millions) $21,114 $23,513 $24,165 $22,936 $22,952 
Portfolio turnover rateF 19%G 18%G 12%G 26% 33% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $8.87 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $8.666 per share.

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

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

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

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

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


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


Financial Highlights — Fidelity Growth Company Fund Class K

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $143.42 $136.41 $124.68 $95.82 $85.35 
Income from Investment Operations      
Net investment income (loss)A .23 .12 .29 .42 .27 
Net realized and unrealized gain (loss) 4.71 11.72 20.48 31.21 13.10 
Total from investment operations 4.94 11.84 20.77 31.63 13.37 
Distributions from net investment income (.11) (.26) (.37) (.34) (.19) 
Distributions from net realized gain (5.51) (4.57) (8.67) (2.44) (2.71) 
Total distributions (5.62) (4.83) (9.04) (2.77)B (2.90) 
Net asset value, end of period $142.74 $143.42 $136.41 $124.68 $95.82 
Total ReturnC 3.59% 9.01% 17.93% 34.02% 16.38% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .66% .77% .71% .71% .77% 
Expenses net of fee waivers, if any .66% .77% .71% .71% .77% 
Expenses net of all reductions .66% .77% .71% .71% .77% 
Net investment income (loss) .17% .09% .24% .39% .29% 
Supplemental Data      
Net assets, end of period (in millions) $14,739 $17,587 $18,242 $21,951 $15,454 
Portfolio turnover rateF 19%G 18%G 12%G 26% 33% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $2.77 per share is comprised of distributions from net investment income of $.336 and distributions from net realized gain of $2.438 per share.

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

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

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

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

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


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


Notes to Financial Statements

For the period ended November 30, 2016
(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 11/30/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Corporate Bonds $ 306 Market approach Transaction Price $100.00
 
Increase
 
Equities  1,139,289 Discounted cash flow Discount rate 8.0% - 22.1% / 18.1

 
Decrease 
   Weighted average cost of capital (WACC) 11.5% Decrease 
   Discount for lack of marketability 10.0% - 25.0% / 23.7% Decrease 
   Growth rate 2.0% - 2.5% / 2.1% Increase 
  Market approach Discount rate 3.0% - 50.0% / 13.7% Decrease
 
   Transaction price $1.08 - $330.00 / $51.61 Increase
 
   Tender price $24.04 Increase
 
   Discount for lack of marketability 10.0% - 20.0% / 15.5% Decrease 
   Liquidity preference
 
$6.75 - $68.25 / $59.82 Increase
 
   Premium rate
 
6.0% - 169.0% / 46.1% Increase
 
   Proxy discount
 
12.0% - 36.1% / 19.6% Decrease
 
   Proxy premium 21.5% Increase 
  Market comparable Price/Earnings multiple (P/E)
 
10.5 Increase 
   Enterprise value/EBITDA multiple
 
9.3
 
Increase
 
   Enterprise value/Sales multiple (EV/S) 0.6 - 15.3 / 4.9 Increase
 
   Enterprise value/Gross profit multiple (EV/GP) 5.1 Increase
 
  Recovery value Recovery value 0.0% - 0.3% / 0.3% Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $17,351,013 
Gross unrealized depreciation (1,661,098) 
Net unrealized appreciation (depreciation) on securities $15,689,915 
Tax Cost $20,521,337 

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

Undistributed ordinary income $36,945 
Undistributed long-term capital gain $2,011,660 
Net unrealized appreciation (depreciation) on securities and other investments $15,689,874 

The tax character of distributions paid was as follows:

 November 30, 2016 November 30, 2015 
Ordinary Income $13,792 $ 57,135 
Long-term Capital Gains 1,582,394 1,421,834 
Total $1,596,186 $ 1,478,969 

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.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $189,550 in these Subsidiaries, representing .53% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

Any cash held by the Subsidiaries is restricted as to its use and is presented as Restricted cash in the Statement of Assets and Liabilities.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $7,024,112 and $9,140,669, respectively.

Redemptions In-Kind. During the period, 26,809 shares of the Fund held by unaffiliated entities were redeemed in-kind for cash and investments with a value of $3,667,395. The net realized gain of $2,216,038 on investments delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Prior Fiscal Year Redemptions In-Kind. During the prior period, 31,588 shares of the Fund held by unaffiliated entities were redeemed in-kind for investments and cash with a value of $4,379,418. They had a net realized gain of $2,610,732 on investments delivered through the in-kind redemptions. The amount of in-kind redemptions is included in share transactions in the share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Company as compared to its benchmark index, the Russell 3000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .61% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets 
Growth Company $33,401 .15 
Class K 7,311 .05 
 $40,712  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $236 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 Fidelity Management & Research Company (FMR) or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $19,086 .59% $1 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $500.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $96 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $23,623. 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 $8,248, including $571 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $370 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $4.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $293.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
November 30, 2016 
Year ended November 30, 2015 
From net investment income   
Growth Company $– $22,481 
Class K 13,792 34,654 
Total $13,792 $57,135 
From net realized gain   
Growth Company $904,788 $808,358 
Class K 677,606 613,476 
Total $1,582,394 $1,421,834 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended
November 30, 2016 
Year ended November 30, 2015 Year ended
November 30, 2016 
Year ended November 30, 2015 
Growth Company     
Shares sold 17,124 20,925 $2,254,562 $2,877,874 
Reinvestment of distributions 6,196 6,056 857,904 796,034 
Shares redeemed (39,316)(a) (40,175)(b) (5,283,210)(a) (5,503,138)(b) 
Net increase (decrease) (15,996) (13,194) $(2,170,744) $(1,829,230) 
Class K     
Shares sold 18,989 41,669 $2,493,477 $5,709,393 
Reinvestment of distributions 5,003 4,938 691,398 648,130 
Shares redeemed (43,361)(a) (57,706)(b) (5,774,087)(a) (7,965,360)(b) 
Net increase (decrease) (19,369) (11,099) $(2,589,212) $(1,607,837) 

 (a) Amount includes in-kind redemptions (see Note 4: Redemptions In-Kind)

 (b) Amount includes in-kind redemptions.(see Note 4: Prior Fiscal Year Redemptions In-Kind)


11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity Growth Company Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Growth Company Fund (the Fund), a fund of Fidelity Mt. Vernon Street Trust, including the schedule of investments, as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Growth Company Fund as of November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
January 23, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Company .74%    
Actual  $1,000.00 $1,074.40 $3.84 
Hypothetical-C  $1,000.00 $1,021.30 $3.74 
Class K .63%    
Actual  $1,000.00 $1,074.90 $3.27 
Hypothetical-C  $1,000.00 $1,021.85 $3.18 

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

 B 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).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Fidelity Growth Company Fund     
Growth Company 12/28/16 12/27/16 $0.093 $8.069 
Class K 12/28/16 12/27/16 $0.231 $8.069 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2016, $2,189,213,127, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Company Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Growth Company Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Growth Company Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus the assets of sector funds previously under FMR's management). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

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Boston, MA 02210

www.fidelity.com

GCF-K-ANN-0117
1.863213.108


Fidelity® Growth Company Fund



Annual Report

November 30, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended November 30, 2016 Past 1 year Past 5 years Past 10 years 
Fidelity® Growth Company Fund 3.48% 15.61% 9.84% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth Company Fund, a class of the fund, on November 30, 2006.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Growth Index performed over the same period.


Period Ending Values

$25,558Fidelity® Growth Company Fund

$21,953Russell 3000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500® index returned 8.06% for the 12 months ending November 30, 2016, rising sharply in the final month on post-election optimism for economic growth. The period began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained positive momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.'s June 23 vote to exit the European Union – dubbed "Brexit" – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. For the year, 10 of the 11 sectors in the S&P 500® advanced, with six posting double-digit gains. Telecommunication services (+16%) led the way, its strength attributable to demand for dividend-paying equities early in the period, as well as to company-specific news. Cyclical sectors including industrials (+15%), financials (+14%), energy (+13%) and materials (+12%) posted strong gains, the latter two driven by a rebound in commodity prices. Conversely, real estate (+1%) lagged the index due to a late-period slump related to expectations for rising interest rates. Consumer discretionary (+3%) also underperformed, as competitive pressure continued to weigh on brick-and-mortar retailers.

Comments from Portfolio Manager Steven Wymer:  For the year, the fund’s share classes returned about 4%, modestly underperforming the 4.25% gain of the benchmark Russell 3000 Growth Index. Versus the benchmark, positioning in the pharmaceuticals, biotechnology & life sciences industry weighed most on performance, attributed to stock-specific events and industrywide drug-pricing pressures. Positioning in industrials also hurt. Drugmaker Alnylam Pharmaceuticals was the fund’s biggest relative detractor. Alnylam's shares were cut roughly in half in October when a late-stage trial revealed potential safety issues with one of its drug candidates that sought to treat rare hereditary diseases. The fund's second-largest detractor this period was Regeneron Pharmaceuticals, one of our largest holdings. The firm faced a number of setbacks, including patent infringement woes and concerns about slowing sales growth for its key drug Eylea®, used to treat macular (retinal) degeneration. Turning to the positive, graphics chipmaker Nvidia was the largest relative contributor to fund performance by far. The company's share price more than doubled this period, boosted by consecutive quarters of better-than-expected financial results.

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

Investment Summary (Unaudited)

Top Ten Stocks as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
NVIDIA Corp. 7.7 4.6 
Apple, Inc. 4.8 4.3 
Amazon.com, Inc. 4.5 4.4 
Alphabet, Inc. Class A 3.9 4.0 
Facebook, Inc. Class A 3.0 3.3 
Salesforce.com, Inc. 3.0 4.7 
adidas AG 2.2 1.2 
Microsoft Corp. 2.2 1.3 
Alphabet, Inc. Class C 2.0 2.0 
Alkermes PLC 1.6 1.3 
 34.9  

Top Five Market Sectors as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 40.5 37.9 
Consumer Discretionary 19.9 20.8 
Health Care 19.0 18.7 
Industrials 6.9 7.5 
Consumer Staples 6.1 8.7 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016* 
   Stocks 97.3% 
   Convertible Securities 2.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.3% 


 * Foreign investments - 8.9%


As of May 31, 2016* 
   Stocks 97.4% 
   Convertible Securities 2.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.3% 


 * Foreign investments - 7.9%


Investments November 30, 2016

Showing Percentage of Net Assets

Common Stocks - 97.3%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 19.8%   
Auto Components - 0.0%   
Adient PLC (a) 49,986 $2,677 
Automobiles - 0.7%   
Tesla Motors, Inc. (a)(b) 1,401,100 265,368 
Hotels, Restaurants & Leisure - 3.2%   
Buffalo Wild Wings, Inc. (a) 598,800 100,958 
China Lodging Group Ltd. ADR 367,600 19,255 
Chipotle Mexican Grill, Inc. (a) 145,000 57,468 
Dave & Buster's Entertainment, Inc. (a) 362,342 16,976 
Del Taco Restaurants, Inc. (a) 1,329,800 19,309 
Domino's Pizza, Inc. 278,700 46,833 
Dunkin' Brands Group, Inc. 434,540 23,591 
Hyatt Hotels Corp. Class A (a) 186,940 9,597 
Las Vegas Sands Corp. 907,100 56,848 
McDonald's Corp. 1,399,300 166,895 
Panera Bread Co. Class A (a)(b) 305,400 64,778 
Papa John's International, Inc. 1,020,300 90,154 
Shake Shack, Inc. Class A (a)(b) 177,400 6,543 
Starbucks Corp. 4,985,300 288,998 
Wingstop, Inc. 334,388 10,262 
Yum China Holdings, Inc. 2,587,400 72,758 
Yum! Brands, Inc. 1,281,600 81,241 
  1,132,464 
Household Durables - 0.1%   
Newell Brands, Inc. 231,654 10,890 
Sony Corp. sponsored ADR 1,275,200 37,070 
  47,960 
Internet & Direct Marketing Retail - 6.9%   
Amazon.com, Inc. (a) 2,178,101 1,634,817 
Ctrip.com International Ltd. ADR (a) 1,361,700 61,590 
Etsy, Inc. (a) 222,100 2,754 
Expedia, Inc. 1,099,000 136,331 
Groupon, Inc. Class A (a) 9,796,400 38,892 
JD.com, Inc. sponsored ADR (a) 305,500 8,209 
Netflix, Inc. (a) 2,028,500 237,335 
Priceline Group, Inc. (a) 137,768 207,159 
The Honest Co., Inc. (a)(c) 39,835 1,242 
TripAdvisor, Inc. (a) 126,600 6,112 
Vipshop Holdings Ltd. ADR (a) 4,699,000 52,723 
Wayfair LLC Class A (a)(b) 2,753,967 100,382 
  2,487,546 
Leisure Products - 0.1%   
Callaway Golf Co. 2,565,900 31,176 
NJOY, Inc. (a)(c) 17,666,069 
  31,176 
Media - 1.6%   
Comcast Corp. Class A 5,375,700 373,665 
Lions Gate Entertainment Corp. (b) 231,492 5,417 
The Walt Disney Co. 1,850,700 183,441 
Twenty-First Century Fox, Inc. Class A 404,800 11,379 
  573,902 
Multiline Retail - 0.3%   
Dollar General Corp. 244,700 18,920 
Dollar Tree, Inc. (a) 595,400 52,490 
Target Corp. 284,689 21,989 
  93,399 
Specialty Retail - 1.5%   
AutoNation, Inc. (a) 317,600 14,184 
CarMax, Inc. (a)(b) 319,721 18,477 
DavidsTea, Inc. (a) 982,600 9,384 
Home Depot, Inc. 2,574,700 333,166 
L Brands, Inc. 695,400 48,831 
Restoration Hardware Holdings, Inc. (a)(b)(d) 2,151,049 77,545 
TJX Companies, Inc. 386,000 30,239 
  531,826 
Textiles, Apparel & Luxury Goods - 5.4%   
adidas AG 5,275,500 777,258 
Aritzia LP (a) 1,620,800 21,236 
Columbia Sportswear Co. 171,000 9,725 
Kate Spade & Co. (a) 3,704,715 55,015 
lululemon athletica, Inc. (a)(d) 8,984,923 512,051 
NIKE, Inc. Class B 3,772,700 188,899 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 9,868,940 224,814 
Tory Burch LLC:   
Class A unit (a)(c)(e) 950,844 52,810 
Class B(a)(c)(e) 324,840 19,241 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 430,500 13,259 
Class C (non-vtg.) 417,804 10,771 
VF Corp. 582,800 31,768 
  1,916,847 
TOTAL CONSUMER DISCRETIONARY  7,083,165 
CONSUMER STAPLES - 6.1%   
Beverages - 2.4%   
Constellation Brands, Inc. Class A (sub. vtg.) 360,600 54,501 
Dr. Pepper Snapple Group, Inc. 200,400 17,383 
Monster Beverage Corp. (a) 9,123,318 408,268 
PepsiCo, Inc. 1,161,640 116,280 
The Coca-Cola Co. 6,155,300 248,366 
  844,798 
Food & Staples Retailing - 1.2%   
Costco Wholesale Corp. 1,404,300 210,799 
CVS Health Corp. 1,057,100 81,280 
Drogasil SA 2,947,473 56,203 
Kroger Co. 381,950 12,337 
Sprouts Farmers Market LLC (a) 66,200 1,325 
Walgreens Boots Alliance, Inc. 669,900 56,761 
Whole Foods Market, Inc. 699,600 21,261 
  439,966 
Food Products - 0.7%   
Campbell Soup Co. 148,100 8,425 
General Mills, Inc. 173,800 10,591 
Mead Johnson Nutrition Co. Class A 1,095,000 78,939 
Mondelez International, Inc. 681,400 28,101 
The Hain Celestial Group, Inc. (a) 349,300 13,689 
The Hershey Co. 296,800 28,683 
The Kraft Heinz Co. 513,900 41,960 
Tyson Foods, Inc. Class A 380,100 21,593 
  231,981 
Household Products - 0.3%   
Church & Dwight Co., Inc. 923,500 40,440 
Colgate-Palmolive Co. 481,700 31,421 
Kimberly-Clark Corp. 284,300 32,868 
Procter & Gamble Co. 148,100 12,212 
  116,941 
Personal Products - 0.7%   
Coty, Inc. Class A 8,797,900 164,609 
Herbalife Ltd. (a) 1,637,110 80,268 
  244,877 
Tobacco - 0.8%   
Altria Group, Inc. 2,884,580 184,411 
Japan Tobacco, Inc. 412,600 14,304 
Philip Morris International, Inc. 527,680 46,584 
Reynolds American, Inc. 1,008,726 54,572 
  299,871 
TOTAL CONSUMER STAPLES  2,178,434 
ENERGY - 2.6%   
Energy Equipment & Services - 0.8%   
Baker Hughes, Inc. 2,258,800 145,309 
Halliburton Co. 546,200 28,998 
Schlumberger Ltd. 204,000 17,146 
U.S. Silica Holdings, Inc. 1,655,100 83,765 
  275,218 
Oil, Gas & Consumable Fuels - 1.8%   
Anadarko Petroleum Corp. 505,500 34,955 
Cabot Oil & Gas Corp. 1,458,400 32,260 
Concho Resources, Inc. (a) 653,500 93,464 
Continental Resources, Inc. (a) 715,200 41,489 
EOG Resources, Inc. 1,534,600 157,327 
Hess Corp. 268,600 15,031 
Noble Energy, Inc. 1,161,711 44,331 
PDC Energy, Inc. (a) 531,200 39,548 
Pioneer Natural Resources Co. 647,207 123,642 
Range Resources Corp. 1,606,900 56,531 
Valero Energy Corp. 243,700 15,002 
  653,580 
TOTAL ENERGY  928,798 
FINANCIALS - 2.4%   
Banks - 1.0%   
Citigroup, Inc. 577,780 32,581 
HDFC Bank Ltd. sponsored ADR 1,601,474 103,327 
JPMorgan Chase & Co. 2,005,300 160,765 
Signature Bank (a) 64,385 9,652 
Wells Fargo & Co. 866,900 45,876 
  352,201 
Capital Markets - 1.3%   
BlackRock, Inc. Class A 448,800 166,411 
BM&F BOVESPA SA 5,757,397 28,276 
Charles Schwab Corp. 6,684,675 258,430 
RPI International Holdings LP (c) 130,847 17,149 
  470,266 
Consumer Finance - 0.1%   
American Express Co. 255,548 18,410 
Discover Financial Services 112,644 7,634 
  26,044 
TOTAL FINANCIALS  848,511 
HEALTH CARE - 18.1%   
Biotechnology - 13.8%   
AbbVie, Inc. 1,068,200 64,947 
AbbVie, Inc. (f) 642,091 38,649 
ACADIA Pharmaceuticals, Inc. (a)(d) 2,929,105 79,057 
ACADIA Pharmaceuticals, Inc. (a)(b)(d) 4,036,694 108,950 
Adaptimmune Therapeutics PLC sponsored ADR (a) 685,400 2,858 
Adverum Biotechnologies, Inc. (a) 986,400 2,811 
Agios Pharmaceuticals, Inc. (a)(b) 1,529,287 89,020 
Aimmune Therapeutics, Inc. (a) 211,900 4,810 
Alder Biopharmaceuticals, Inc. (a)(b) 450,600 10,612 
Alexion Pharmaceuticals, Inc. (a) 1,864,860 228,613 
Alkermes PLC (a)(d) 9,933,061 564,496 
Alnylam Pharmaceuticals, Inc. (a)(d) 4,824,103 211,633 
Amgen, Inc. 1,895,000 273,013 
Array BioPharma, Inc. (a) 6,163,770 49,896 
aTyr Pharma, Inc. (a)(b)(d) 562,107 1,743 
aTyr Pharma, Inc. (a)(d)(f) 1,469,144 4,554 
BeiGene Ltd. ADR (b) 1,884,861 59,750 
Biogen, Inc. (a) 354,500 104,248 
bluebird bio, Inc. (a)(b)(d) 2,434,481 146,921 
Celgene Corp. (a) 1,263,088 149,689 
Celldex Therapeutics, Inc. (a)(b) 5,853,416 22,302 
Cellectis SA sponsored ADR (a) 701,962 11,835 
Chimerix, Inc. (a)(d) 2,915,257 14,256 
Coherus BioSciences, Inc. (a)(b) 2,029,917 54,605 
Corvus Pharmaceuticals, Inc. 330,300 5,097 
CytomX Therapeutics, Inc. (a) 678,978 7,564 
CytomX Therapeutics, Inc. (f) 794,033 8,846 
Dicerna Pharmaceuticals, Inc. (a) 875,550 2,609 
Editas Medicine, Inc. 1,264,682 18,047 
Exelixis, Inc. (a)(d) 18,229,867 308,449 
Fate Therapeutics, Inc. (a)(b) 1,676,206 4,928 
Five Prime Therapeutics, Inc. (a) 1,119,055 64,368 
Galapagos Genomics NV sponsored ADR (a) 1,120,098 66,220 
Genocea Biosciences, Inc. (a)(b) 518,900 2,086 
Gilead Sciences, Inc. 2,919,795 215,189 
Global Blood Therapeutics, Inc. (a) 668,417 12,800 
Heron Therapeutics, Inc. (a)(b) 918,591 14,100 
Intellia Therapeutics, Inc. (a)(b) 1,382,500 21,774 
Intercept Pharmaceuticals, Inc. (a)(b) 158,654 16,043 
Intrexon Corp. (a)(b) 551,275 16,086 
Ionis Pharmaceuticals, Inc. (a)(b)(d) 8,098,427 354,387 
Ironwood Pharmaceuticals, Inc. Class A (a) 6,028,193 94,070 
Lexicon Pharmaceuticals, Inc. (a)(b)(d) 6,811,148 103,734 
Macrogenics, Inc. (a) 157,921 4,095 
Merrimack Pharmaceuticals, Inc. (a)(b)(d) 7,509,421 41,377 
Momenta Pharmaceuticals, Inc. (a)(d) 5,402,265 76,442 
Opko Health, Inc. (a) 422,498 4,390 
PhaseRx, Inc. (b) 298,252 626 
Protagonist Therapeutics, Inc. 270,458 6,748 
Prothena Corp. PLC (a)(d) 2,145,423 126,623 
Regeneron Pharmaceuticals, Inc. (a) 1,271,218 482,097 
Regulus Therapeutics, Inc. (a)(d) 3,115,245 7,632 
Rigel Pharmaceuticals, Inc. (a)(d) 8,211,095 21,349 
Sage Therapeutics, Inc. (a)(b)(d) 1,997,456 100,093 
Seattle Genetics, Inc.(a) 3,503,836 227,084 
Seres Therapeutics, Inc. (a) 1,321,311 13,200 
Seres Therapeutics, Inc. (f) 572,827 5,723 
Shire PLC sponsored ADR 101,316 17,690 
Spark Therapeutics, Inc. (a)(b) 352,788 19,407 
Syros Pharmaceuticals, Inc. (b)(d) 816,234 11,084 
Syros Pharmaceuticals, Inc. (d) 938,008 12,101 
TESARO, Inc. (a) 122,793 16,662 
Ultragenyx Pharmaceutical, Inc. (a)(b) 838,000 65,607 
Versartis, Inc. (a) 590,494 7,352 
Vertex Pharmaceuticals, Inc. (a) 335,967 27,418 
  4,930,465 
Health Care Equipment & Supplies - 1.4%   
Abbott Laboratories 529,900 20,173 
Align Technology, Inc. (a) 151,256 14,074 
Baxter International, Inc. 508,100 22,544 
Danaher Corp. 1,518,200 118,678 
DexCom, Inc. (a) 537,900 35,119 
Entellus Medical, Inc. (a)(b) 407,300 7,507 
Genmark Diagnostics, Inc. (a) 1,340,553 15,577 
Insulet Corp. (a) 1,980,482 66,643 
Intuitive Surgical, Inc. (a) 98,293 63,275 
Novocure Ltd. (a)(b) 1,262,000 9,781 
Novocure Ltd. (f) 571,461 4,429 
Penumbra, Inc. (a)(b) 1,267,087 78,433 
Presbia PLC (a)(d) 1,183,529 5,184 
St. Jude Medical, Inc. 402,400 31,870 
Zeltiq Aesthetics, Inc. (a)(b) 427,300 18,805 
  512,092 
Health Care Providers & Services - 0.9%   
Apollo Hospitals Enterprise Ltd. 720,000 12,549 
Cardinal Health, Inc. 767,700 54,514 
Express Scripts Holding Co. (a) 352,003 26,710 
Laboratory Corp. of America Holdings (a) 178,000 22,401 
McKesson Corp. 478,900 68,871 
UnitedHealth Group, Inc. 897,300 142,061 
  327,106 
Health Care Technology - 0.3%   
athenahealth, Inc. (a)(b) 757,700 71,678 
Castlight Health, Inc. Class B (a)(b) 2,420,594 11,256 
Cerner Corp. (a) 206,100 10,260 
  93,194 
Life Sciences Tools & Services - 0.1%   
Divi's Laboratories Ltd. 124,668 2,132 
Illumina, Inc. (a) 180,838 24,077 
  26,209 
Pharmaceuticals - 1.6%   
Adimab LLC unit (a)(c)(e) 3,162,765 76,033 
Allergan PLC 318,038 61,795 
Avexis, Inc. (b) 934,341 55,238 
Bristol-Myers Squibb Co. 2,952,500 166,639 
Castle Creek Pharmaceuticals, LLC Class A-2 unit (c)(e) 46,864 15,465 
Cempra, Inc. (a)(b) 401,900 2,612 
Endocyte, Inc. (a)(b) 1,837,415 4,888 
Intra-Cellular Therapies, Inc. (a)(b)(d) 3,416,199 47,622 
Jazz Pharmaceuticals PLC (a) 451,900 46,830 
Kolltan Pharmaceuticals, Inc. rights (a) 7,940,644 1,334 
Mylan N.V. (a) 117,800 4,313 
Stemcentrx, Inc. rights 12/31/21 (a) 2,065,715 5,701 
Teva Pharmaceutical Industries Ltd. sponsored ADR 631,800 23,819 
The Medicines Company (a) 1,961,778 68,858 
Theravance Biopharma, Inc. (a)(b) 312,600 8,703 
  589,850 
TOTAL HEALTH CARE  6,478,916 
INDUSTRIALS - 6.6%   
Aerospace & Defense - 0.8%   
Lockheed Martin Corp. 562,400 149,177 
Northrop Grumman Corp. 74,221 18,529 
Space Exploration Technologies Corp. Class A (a)(c) 356,922 37,116 
The Boeing Co. 653,400 98,376 
  303,198 
Air Freight & Logistics - 0.4%   
FedEx Corp. 106,300 20,375 
United Parcel Service, Inc. Class B 1,148,600 133,146 
  153,521 
Airlines - 2.6%   
Allegiant Travel Co. 387,800 63,367 
Delta Air Lines, Inc. 1,400,600 67,481 
InterGlobe Aviation Ltd. (a) 632,349 7,923 
JetBlue Airways Corp. (a) 10,018,423 201,270 
Ryanair Holdings PLC sponsored ADR 551,152 44,004 
Southwest Airlines Co. 3,188,315 148,607 
Spirit Airlines, Inc. (a) 2,294,460 127,572 
United Continental Holdings, Inc. (a) 2,607,500 179,787 
Wheels Up Partners Holdings LLC Series B unit (a)(c)(e) 6,703,518 18,032 
Wizz Air Holdings PLC (a)(d) 3,073,536 64,452 
  922,495 
Building Products - 0.1%   
Tyco International Ltd. 500,066 22,493 
Electrical Equipment - 0.3%   
AMETEK, Inc. 76,300 3,613 
Eaton Corp. PLC 506,800 33,707 
Emerson Electric Co. 440,700 24,873 
Fortive Corp. 759,300 41,754 
  103,947 
Industrial Conglomerates - 0.9%   
3M Co. 1,014,400 174,213 
Honeywell International, Inc. 1,325,500 151,027 
  325,240 
Machinery - 1.2%   
Caterpillar, Inc. 2,962,400 283,087 
Cummins, Inc. 137,400 19,481 
Deere & Co. 383,500 38,427 
Illinois Tool Works, Inc. 342,700 42,899 
Wabtec Corp. 242,600 20,541 
Xylem, Inc. 761,700 39,288 
  443,723 
Road & Rail - 0.3%   
Union Pacific Corp. 905,000 91,704 
TOTAL INDUSTRIALS  2,366,321 
INFORMATION TECHNOLOGY - 39.4%   
Communications Equipment - 0.4%   
Arista Networks, Inc. (a) 68,400 6,485 
Cisco Systems, Inc. 666,200 19,866 
Infinera Corp. (a)(d) 12,561,828 106,776 
Palo Alto Networks, Inc. (a) 86,300 11,596 
  144,723 
Electronic Equipment & Components - 0.2%   
TE Connectivity Ltd. 129,900 8,786 
Trimble, Inc. (a) 1,648,200 46,463 
  55,249 
Internet Software & Services - 10.7%   
Actua Corp. (a)(d) 3,188,221 43,200 
Akamai Technologies, Inc. (a) 260,800 17,395 
Alibaba Group Holding Ltd. sponsored ADR (a) 1,411,700 132,728 
Alphabet, Inc.:   
Class A (a) 1,786,778 1,386,325 
Class C (a) 925,883 701,856 
Apptio, Inc. (d) 881,266 15,712 
Apptio, Inc. Class A (d) 414,600 8,213 
Baidu.com, Inc. sponsored ADR (a) 22,698 3,789 
Criteo SA sponsored ADR (a)(b) 307,783 12,702 
Dropbox, Inc. (a)(c) 1,105,082 14,057 
eBay, Inc. (a) 3,167,700 88,094 
Facebook, Inc. Class A (a) 9,149,291 1,083,459 
GoDaddy, Inc. (a) 447,800 15,825 
Hortonworks, Inc. (a)(b) 272,500 2,477 
NAVER Corp. 9,827 6,659 
New Relic, Inc. (a)(b) 519,279 16,466 
Nutanix, Inc.:   
Class A (a)(b)(d) 964,600 30,867 
Class B (d) 1,151,309 33,158 
Shopify, Inc. Class A (a) 3,912,942 163,052 
Tencent Holdings Ltd. 791,500 19,709 
Twitter, Inc. (a)(b) 42,590 787 
Wix.com Ltd. (a) 1,019,000 50,441 
  3,846,971 
IT Services - 2.7%   
Cognizant Technology Solutions Corp. Class A (a) 1,055,032 58,111 
IBM Corp. 169,700 27,529 
MasterCard, Inc. Class A 2,877,800 294,111 
PayPal Holdings, Inc. (a) 3,626,600 142,453 
Visa, Inc. Class A 5,528,405 427,456 
  949,660 
Semiconductors & Semiconductor Equipment - 11.2%   
Advanced Micro Devices, Inc. (a) 4,636,400 41,310 
Applied Materials, Inc. 224,300 7,222 
Applied Micro Circuits Corp. (a)(d) 6,066,489 53,082 
ASML Holding NV 230,693 23,791 
Broadcom Ltd. 707,402 120,605 
Cavium, Inc. (a) 2,477,460 141,290 
Cirrus Logic, Inc. (a) 3,013,367 165,735 
Cree, Inc. (a) 3,479,371 88,098 
Intel Corp. 392,200 13,609 
KLA-Tencor Corp. 288,300 23,018 
M/A-COM Technology Solutions Holdings, Inc. (a) 292,414 14,568 
Mellanox Technologies Ltd. (a) 809,889 33,570 
Micron Technology, Inc. (a) 327,300 6,392 
NVIDIA Corp. (d) 30,031,051 2,768,858 
NXP Semiconductors NV (a) 285,000 28,258 
Qorvo, Inc. (a) 269,400 14,389 
Rambus, Inc. (a) 2,837,000 37,307 
Silicon Laboratories, Inc. (a)(d) 3,247,273 215,457 
Skyworks Solutions, Inc. 146,031 11,222 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 1,451,700 43,101 
Texas Instruments, Inc. 2,278,900 168,479 
  4,019,361 
Software - 9.2%   
Activision Blizzard, Inc. 7,699,808 281,890 
Adobe Systems, Inc. (a) 1,478,736 152,029 
Appirio, Inc. Escrow(c) 389,363 94 
Atlassian Corp. PLC 233,800 6,345 
Autodesk, Inc. (a) 716,800 52,047 
CyberArk Software Ltd. (a) 1,429,900 72,939 
Electronic Arts, Inc. (a) 2,409,152 190,901 
HubSpot, Inc. (a)(d) 1,782,554 100,001 
Intuit, Inc. 545,200 61,978 
Microsoft Corp. 12,868,617 775,463 
Oracle Corp. 1,156,100 46,464 
Paylocity Holding Corp. (a) 203,700 6,745 
Proofpoint, Inc. (a) 475,000 36,580 
Red Hat, Inc. (a) 4,684,986 370,629 
Salesforce.com, Inc. (a) 14,997,612 1,079,828 
ServiceNow, Inc. (a) 535,600 44,535 
Zendesk, Inc. (a) 1,649,500 35,118 
  3,313,586 
Technology Hardware, Storage & Peripherals - 5.0%   
Apple, Inc. 15,573,548 1,721,189 
Pure Storage, Inc. Class A (a) 4,463,819 62,270 
Samsung Electronics Co. Ltd. 12,683 18,805 
Western Digital Corp. 109,213 6,952 
  1,809,216 
TOTAL INFORMATION TECHNOLOGY  14,138,766 
MATERIALS - 1.4%   
Chemicals - 1.4%   
AdvanSix, Inc. (a) 77,124 1,442 
CF Industries Holdings, Inc. 1,226,525 35,496 
E.I. du Pont de Nemours & Co. 1,422,800 104,732 
Monsanto Co. 926,271 95,137 
Praxair, Inc. 213,300 25,660 
The Dow Chemical Co. 1,403,800 78,220 
The Mosaic Co. 307,200 8,724 
The Scotts Miracle-Gro Co. Class A 1,595,000 145,576 
  494,987 
REAL ESTATE - 0.3%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
American Tower Corp. 1,131,500 115,719 
TELECOMMUNICATION SERVICES - 0.6%   
Diversified Telecommunication Services - 0.1%   
Verizon Communications, Inc. 1,223,000 61,028 
Wireless Telecommunication Services - 0.5%   
T-Mobile U.S., Inc. (a) 3,147,500 170,626 
TOTAL TELECOMMUNICATION SERVICES  231,654 
TOTAL COMMON STOCKS   
(Cost $19,399,252)  34,865,271 
Preferred Stocks - 2.4%   
Convertible Preferred Stocks - 2.4%   
CONSUMER DISCRETIONARY - 0.1%   
Hotels, Restaurants & Leisure - 0.0%   
MOD Super Fast Pizza Holdings LLC Series 3 Preferred unit (c)(e) 56,343 7,719 
Household Durables - 0.1%   
Roku, Inc.:   
Series F, 8.00% (a)(c) 17,901,305 31,327 
Series G, 8.00% (a)(c) 2,750,007 4,813 
Series H (c) 823,979 1,442 
  37,582 
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc.:   
Series C (a)(c) 92,950 3,061 
Series D (a)(c) 69,363 2,530 
  5,591 
Media - 0.0%   
Turn, Inc. Series E (a)(c) 984,774 3,121 
TOTAL CONSUMER DISCRETIONARY  54,013 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(c) 750,363 10,858 
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
UNITY Biotechnology, Inc. Series B (c) 2,214,616 8,194 
HEALTH CARE - 0.9%   
Biotechnology - 0.8%   
10X Genomics, Inc. Series C (c) 2,105,333 10,085 
Immunocore Ltd. Series A (a)(c) 67,323 14,865 
Intarcia Therapeutics, Inc.:   
Series CC (a)(c) 1,051,411 63,085 
Series DD (a)(c) 1,543,687 92,621 
Moderna Therapeutics, Inc.:   
Series D (c) 4,688,230 41,163 
Series E (c) 5,651,170 49,617 
Series F (c) 140,212 1,231 
RaNA Therapeutics LLC Series B (a)(c) 4,408,601 3,042 
  275,709 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (c) 2,790,742 18,224 
Health Care Technology - 0.0%   
Codiak Biosciences, Inc.:   
Series A (c) 589,863 1,557 
Series B (c) 1,917,058 5,061 
  6,618 
TOTAL HEALTH CARE  300,551 
INDUSTRIALS - 0.3%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(c) 216,276 22,491 
Commercial Services & Supplies - 0.1%   
Domo, Inc. Series D (a)(c) 2,990,903 20,317 
Professional Services - 0.1%   
YourPeople, Inc. Series C (c) 5,833,137 55,590 
TOTAL INDUSTRIALS  98,398 
INFORMATION TECHNOLOGY - 1.1%   
Internet Software & Services - 0.7%   
Jet.Com, Inc. Series B1 Escrow(c) 7,578,338 2,489 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(c) 4,770,180 232,652 
Series E, 8.00% (a)(c) 209,216 10,204 
  245,345 
IT Services - 0.1%   
AppNexus, Inc. Series E (a)(c) 923,523 24,012 
Software - 0.3%   
Appirio, Inc. Series E Escrow(c) 2,725,544 730 
Cloudera, Inc. Series F (a)(c) 529,285 15,901 
Cloudflare, Inc. Series D 0.08% (a)(c) 1,429,726 8,564 
Dataminr, Inc. Series D (a)(c) 1,773,901 12,291 
MongoDB, Inc. Series F, 8.00% (a)(c) 1,913,404 16,194 
Snapchat, Inc. Series F (a)(c) 1,985,264 60,987 
Taboola.Com Ltd. Series E (a)(c) 1,337,420 17,530 
  132,197 
TOTAL INFORMATION TECHNOLOGY  401,554 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series E (c) 835,497 3,860 
TOTAL CONVERTIBLE PREFERRED STOCKS  877,428 
Nonconvertible Preferred Stocks - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Textiles, Apparel & Luxury Goods - 0.0%   
C. Wonder LLC Class A-1 (a)(c)(e) 619,048 
HEALTH CARE - 0.0%   
Biotechnology - 0.0%   
Yumanity Holdings LLC Class A (c) 464,607 3,587 
TOTAL NONCONVERTIBLE PREFERRED STOCKS  3,587 
TOTAL PREFERRED STOCKS   
(Cost $615,570)  881,015 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Media - 0.0%   
Turn, Inc. 1.48% 3/2/23(c)   
(Cost $306) 306 306 
 Shares Value (000s) 
Money Market Funds - 1.3%   
Fidelity Cash Central Fund, 0.39% (g) 62,860,972 62,874 
Fidelity Securities Lending Cash Central Fund 0.48% (g)(h) 401,706,108 401,786 
TOTAL MONEY MARKET FUNDS   
(Cost $464,586)  464,660 
TOTAL INVESTMENT PORTFOLIO - 101.0%   
(Cost $20,479,714)  36,211,252 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (358,266) 
NET ASSETS - 100%  $35,852,986 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

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

 (c) 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 $1,132,560,000 or 3.2% of net assets.

 (d) Affiliated company

 (e) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $62,201,000 or 0.2% of net assets.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
10X Genomics, Inc. Series C 2/23/16 $9,428 
Adimab LLC unit 9/17/14 - 6/5/15 $47,869 
Altiostar Networks, Inc. Series E 9/26/16 $3,860 
Appirio, Inc. Escrow 11/24/16 $94 
Appirio, Inc. Series E Escrow 11/24/16 $730 
AppNexus, Inc. Series E 8/1/14 $18,500 
Blue Apron, Inc. Series D 5/18/15 $10,000 
C. Wonder LLC Class A-1 12/27/12 - 6/25/13 $19,500 
Castle Creek Pharmaceuticals, LLC Class A-2 unit 9/29/16 $15,465 
Cloudera, Inc. Series F 2/5/14 $7,706 
Cloudflare, Inc. Series D 0.08% 11/5/14 $8,758 
Codiak Biosciences, Inc. Series A 11/12/15 $590 
Codiak Biosciences, Inc. Series B 11/12/15 $5,751 
Dataminr, Inc. Series D 2/18/15 - 3/6/15 $22,617 
Domo, Inc. Series D 1/24/14 $12,362 
Dropbox, Inc. 5/2/12 $10,000 
Immunocore Ltd. Series A 7/27/15 $12,669 
Intarcia Therapeutics, Inc. Series CC 11/14/12 $14,331 
Intarcia Therapeutics, Inc. Series DD 3/17/14 $50,000 
Jet.Com, Inc. Series B1 Escrow 9/19/16 $2,489 
MOD Super Fast Pizza Holdings LLC Series 3 Preferred unit 11/3/16 $7,719 
Moderna Therapeutics, Inc. Series D 11/6/13 $20,615 
Moderna Therapeutics, Inc. Series E 12/18/14 $24,850 
Moderna Therapeutics, Inc. Series F 8/10/16 $617 
MongoDB, Inc. Series F, 8.00% 10/2/13 $32,000 
Mulberry Health, Inc. Series A8 1/20/16 $18,851 
NJOY, Inc. 6/7/13 - 2/14/14 $19,365 
RaNA Therapeutics LLC Series B 7/17/15 $4,761 
Roku, Inc. Series F, 8.00% 5/7/13 - 5/28/13 $16,212 
Roku, Inc. Series G, 8.00% 10/1/14 $3,574 
Roku, Inc. Series H 11/9/15 $1,260 
RPI International Holdings LP 5/21/15 - 3/23/16 $16,269 
Snapchat, Inc. Series F 3/25/15 - 2/12/16 $60,987 
Space Exploration Technologies Corp. Class A 10/16/15 $31,766 
Space Exploration Technologies Corp. Series G 1/20/15 $16,753 
Taboola.Com Ltd. Series E 12/22/14 $13,943 
The Honest Co., Inc. 8/21/14 $1,078 
The Honest Co., Inc. Series C 8/21/14 $2,515 
The Honest Co., Inc. Series D 8/3/15 $3,174 
Tory Burch LLC Class A unit 5/14/15 $67,653 
Tory Burch LLC Class B 12/31/12 $17,505 
Turn, Inc. Series E 12/30/13 $8,213 
Turn, Inc. 1.48% 3/2/23 3/2/16 $306 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $74,000 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $6,971 
UNITY Biotechnology, Inc. Series B 10/14/16 $9,102 
Wheels Up Partners Holdings LLC Series B unit 9/18/15 $19,040 
YourPeople, Inc. Series C 5/1/15 $86,920 
Yumanity Holdings LLC Class A 2/8/16 $3,140 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $387 
Fidelity Securities Lending Cash Central Fund 8,248 
Total $8,635 

Other Affiliated Issuers

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

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds* Dividend Income Value, end of period 
ACADIA Pharmaceuticals, Inc. $107,666 $45,035 $9,227 $-- $108,950 
ACADIA Pharmaceuticals, Inc. 111,160 -- -- -- 79,057 
Actua Corp. 41,096 316 4,200 -- 43,200 
Alkermes PLC 745,876 30,702 40,718 -- 564,496 
Alnylam Pharmaceuticals, Inc. 512,375 20,379 24,688 -- 211,633 
Applied Micro Circuits Corp. 46,056 2,819 5,030 -- 53,082 
Apptio, Inc. -- -- -- -- 15,712 
Apptio, Inc. Class A -- 9,342 358 -- 8,213 
aTyr Pharma, Inc. 5,110 28 182 -- 1,743 
aTyr Pharma, Inc. 12,502 -- -- -- 4,554 
bluebird bio, Inc. 205,014 17,452 11,087 -- 146,921 
Castlight Health, Inc. Class B 10,480 -- 834 -- -- 
Cavium, Inc. 191,120 11,391 29,770 -- -- 
Chimerix, Inc. 105,837 2,702 1,369 -- 14,256 
Chuy's Holdings, Inc. 45,305 -- 40,835 -- -- 
Cree, Inc. 184,985 13,676 92,905 -- -- 
Dicerna Pharmaceuticals, Inc. 14,490 -- 880 -- -- 
Eleven Biotherapeutics, Inc. 3,828 -- 432 -- -- 
Exelixis, Inc. 83,646 61,927 13,126 -- 308,449 
Fate Therapeutics, Inc. 7,602 -- 368 -- -- 
Homeinns Hotel Group ADR 78,489 -- 1,627 -- -- 
HubSpot, Inc. 67,790 29,259 7,091 -- 100,001 
Infinera Corp. 290,889 7,900 14,292 -- 106,776 
Intra-Cellular Therapies, Inc. 128,584 50,651 5,589 -- 47,622 
Ionis Pharmaceuticals, Inc. 509,728 15,932 26,521 -- 354,387 
Kate Spade & Co. 155,897 725 73,788 -- -- 
Lexicon Pharmaceuticals, Inc. 81,561 21,165 7,969 -- 103,734 
lululemon athletica, Inc. 453,130 30,692 58,783 -- 512,051 
Marketo, Inc. 67,012 -- 77,045 -- -- 
Merrimack Pharmaceuticals, Inc. 75,878 401 4,211 -- 41,377 
Momenta Pharmaceuticals, Inc. 101,247 1,762 5,424 -- 76,442 
Nutanix, Inc. Class A -- 29,557 645 -- 30,867 
Nutanix, Inc. Class B -- -- -- -- 33,158 
NVIDIA Corp. 1,195,282 17,321 538,182 16,902 2,768,858 
PhaseRx, Inc. -- 3,096 618 -- -- 
Presbia PLC 5,504 1,483 419 -- 5,184 
Prothena Corp. PLC 145,362 11,961 9,600 -- 126,623 
Regulus Therapeutics, Inc. 33,318 350 1,186 -- 7,632 
Restoration Hardware Holdings, Inc. 185,808 9,247 6,720 -- 77,545 
Rigel Pharmaceuticals, Inc. 16,099 9,760 1,836 -- 21,349 
Sage Therapeutics, Inc. 78,768 22,178 6,834 -- 100,093 
Silicon Laboratories, Inc. 184,882 5,791 15,410 -- 215,457 
Syros Pharmaceuticals, Inc. -- 11,698 573 -- 11,084 
Syros Pharmaceuticals, Inc. -- 2,451 -- -- 12,101 
Transition Therapeutics, Inc. 5,321 -- 131 -- -- 
Wizz Air Holdings PLC 77,780 10,502 5,993 -- 64,452 
Total $6,372,477 $509,651 $1,146,496 $16,902 $6,377,059 

 * Includes the value of securities delivered through in-kind transactions, if applicable.


Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $7,137,178 $6,232,614 $777,258 $127,306 
Consumer Staples 2,189,292 2,164,130 14,304 10,858 
Energy 928,798 928,798 -- -- 
Financials 856,705 831,362 -- 25,343 
Health Care 6,783,054 6,314,952 65,431 402,671 
Industrials 2,464,719 2,303,250 7,923 153,546 
Information Technology 14,540,320 14,056,036 68,579 415,705 
Materials 494,987 494,987 -- -- 
Real Estate 115,719 115,719 -- -- 
Telecommunication Services 235,514 231,654 -- 3,860 
Corporate Bonds 306 -- -- 306 
Money Market Funds 464,660 464,660 -- -- 
Total Investments in Securities: $36,211,252 $34,138,162 $933,495 $1,139,595 

The following are reconciliations of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)     
Investments in Securities:  
Equities - Health Care  
Beginning Balance $313,457 
Net Realized Gain (Loss) on Investment Securities 10,928 
Net Unrealized Gain (Loss) on Investment Securities 120,425 
Cost of Purchases 103,181 
Proceeds of Sales (145,320) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $402,671 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $120,426 
Equities - Information Technology  
Beginning Balance $397,096 
Net Realized Gain (Loss) on Investment Securities 28,619 
Net Unrealized Gain (Loss) on Investment Securities 63,675 
Cost of Purchases 50,400 
Proceeds of Sales (124,085) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $415,705 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $55,414 
Other Investments in Securities  
Beginning Balance $312,135 
Net Realized Gain (Loss) on Investment Securities 5,790 
Net Unrealized Gain (Loss) on Investment Securities 24,973 
Cost of Purchases 133,549 
Proceeds of Sales (155,228) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $321,219 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $13,376 

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and proceeds of sales includes securities delivered through in-kind transactions. See Note (4) of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  November 30, 2016 
Assets   
Investment in securities, at value (including securities loaned of $383,378) — See accompanying schedule:
Unaffiliated issuers (cost $16,914,451) 
$29,670,418  
Fidelity Central Funds (cost $464,586) 464,660  
Other affiliated issuers (cost $3,100,677) 6,076,174  
Total Investments (cost $20,479,714)  $36,211,252 
Restricted cash  250 
Receivable for investments sold  96,501 
Receivable for fund shares sold  22,572 
Dividends receivable  31,578 
Interest receivable  
Distributions receivable from Fidelity Central Funds  484 
Prepaid expenses  86 
Other receivables  1,754 
Total assets  36,364,480 
Liabilities   
Payable to custodian bank $286  
Payable for investments purchased 43,258  
Payable for fund shares redeemed 41,698  
Accrued management fee 19,029  
Other affiliated payables 3,493  
Other payables and accrued expenses 2,023  
Collateral on securities loaned, at value 401,707  
Total liabilities  511,494 
Net Assets  $35,852,986 
Net Assets consist of:   
Paid in capital  $18,116,189 
Undistributed net investment income  35,263 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,970,037 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  15,731,497 
Net Assets  $35,852,986 
Growth Company:   
Net Asset Value, offering price and redemption price per share ($21,113,864 ÷ 147,893 shares)  $142.76 
Class K:   
Net Asset Value, offering price and redemption price per share ($14,739,122 ÷ 103,258 shares)  $142.74 

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


Statement of Operations

Amounts in thousands  Year ended November 30, 2016 
Investment Income   
Dividends (including $16,902 earned from other affiliated issuers)  $302,739 
Interest  
Income from Fidelity Central Funds  8,635 
Total income  311,377 
Expenses   
Management fee   
Basic fee $204,424  
Performance adjustment 21,329  
Transfer agent fees 40,712  
Accounting and security lending fees 2,305  
Custodian fees and expenses 639  
Independent trustees' fees and expenses 164  
Registration fees 221  
Audit 260  
Legal 75  
Interest  
Miscellaneous 317  
Total expenses before reductions 270,447  
Expense reductions (667) 269,780 
Net investment income (loss)  41,597 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 3,976,805  
Fidelity Central Funds 21  
Other affiliated issuers 434,753  
Foreign currency transactions (56)  
Total net realized gain (loss)  4,411,523 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(3,344,116)  
Assets and liabilities in foreign currencies 14  
Total change in net unrealized appreciation (depreciation)  (3,344,102) 
Net gain (loss)  1,067,421 
Net increase (decrease) in net assets resulting from operations  $1,109,018 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended November 30, 2016 Year ended November 30, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $41,597 $13,855 
Net realized gain (loss) 4,411,523 4,437,105 
Change in net unrealized appreciation (depreciation) (3,344,102) (841,705) 
Net increase (decrease) in net assets resulting from operations 1,109,018 3,609,255 
Distributions to shareholders from net investment income (13,792) (57,135) 
Distributions to shareholders from net realized gain (1,582,394) (1,421,834) 
Total distributions (1,596,186) (1,478,969) 
Share transactions - net increase (decrease) (4,759,956) (3,437,067) 
Total increase (decrease) in net assets (5,247,124) (1,306,781) 
Net Assets   
Beginning of period 41,100,110 42,406,891 
End of period $35,852,986 $41,100,110 
Other Information   
Undistributed net investment income end of period $35,263 $12,121 

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


Financial Highlights — Fidelity Growth Company Fund

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $143.47 $136.46 $124.69 $95.80 $85.29 
Income from Investment Operations      
Net investment income (loss)A .09 (.01) .15 .29 .15 
Net realized and unrealized gain (loss) 4.71 11.72 20.49 31.23 13.12 
Total from investment operations 4.80 11.71 20.64 31.52 13.27 
Distributions from net investment income – (.13) (.21) (.19) (.05) 
Distributions from net realized gain (5.51) (4.57) (8.67) (2.44) (2.71) 
Total distributions (5.51) (4.70) (8.87)B (2.63) (2.76) 
Net asset value, end of period $142.76 $143.47 $136.46 $124.69 $95.80 
Total ReturnC 3.48% 8.90% 17.80% 33.85% 16.24% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .77% .88% .82% .83% .90% 
Expenses net of fee waivers, if any .77% .87% .82% .83% .90% 
Expenses net of all reductions .77% .87% .82% .83% .90% 
Net investment income (loss) .07% (.01)% .12% .27% .16% 
Supplemental Data      
Net assets, end of period (in millions) $21,114 $23,513 $24,165 $22,936 $22,952 
Portfolio turnover rateF 19%G 18%G 12%G 26% 33% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $8.87 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $8.666 per share.

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

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

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

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

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


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


Financial Highlights — Fidelity Growth Company Fund Class K

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $143.42 $136.41 $124.68 $95.82 $85.35 
Income from Investment Operations      
Net investment income (loss)A .23 .12 .29 .42 .27 
Net realized and unrealized gain (loss) 4.71 11.72 20.48 31.21 13.10 
Total from investment operations 4.94 11.84 20.77 31.63 13.37 
Distributions from net investment income (.11) (.26) (.37) (.34) (.19) 
Distributions from net realized gain (5.51) (4.57) (8.67) (2.44) (2.71) 
Total distributions (5.62) (4.83) (9.04) (2.77)B (2.90) 
Net asset value, end of period $142.74 $143.42 $136.41 $124.68 $95.82 
Total ReturnC 3.59% 9.01% 17.93% 34.02% 16.38% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .66% .77% .71% .71% .77% 
Expenses net of fee waivers, if any .66% .77% .71% .71% .77% 
Expenses net of all reductions .66% .77% .71% .71% .77% 
Net investment income (loss) .17% .09% .24% .39% .29% 
Supplemental Data      
Net assets, end of period (in millions) $14,739 $17,587 $18,242 $21,951 $15,454 
Portfolio turnover rateF 19%G 18%G 12%G 26% 33% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $2.77 per share is comprised of distributions from net investment income of $.336 and distributions from net realized gain of $2.438 per share.

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

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

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

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

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


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


Notes to Financial Statements

For the period ended November 30, 2016
(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 11/30/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Corporate Bonds $ 306 Market approach Transaction Price $100.00
 
Increase
 
Equities  1,139,289 Discounted cash flow Discount rate 8.0% - 22.1% / 18.1

 
Decrease 
   Weighted average cost of capital (WACC) 11.5% Decrease 
   Discount for lack of marketability 10.0% - 25.0% / 23.7% Decrease 
   Growth rate 2.0% - 2.5% / 2.1% Increase 
  Market approach Discount rate 3.0% - 50.0% / 13.7% Decrease
 
   Transaction price $1.08 - $330.00 / $51.61 Increase
 
   Tender price $24.04 Increase
 
   Discount for lack of marketability 10.0% - 20.0% / 15.5% Decrease 
   Liquidity preference
 
$6.75 - $68.25 / $59.82 Increase
 
   Premium rate
 
6.0% - 169.0% / 46.1% Increase
 
   Proxy discount
 
12.0% - 36.1% / 19.6% Decrease
 
   Proxy premium 21.5% Increase 
  Market comparable Price/Earnings multiple (P/E)
 
10.5 Increase 
   Enterprise value/EBITDA multiple
 
9.3
 
Increase
 
   Enterprise value/Sales multiple (EV/S) 0.6 - 15.3 / 4.9 Increase
 
   Enterprise value/Gross profit multiple (EV/GP) 5.1 Increase
 
  Recovery value Recovery value 0.0% - 0.3% / 0.3% Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $17,351,013 
Gross unrealized depreciation (1,661,098) 
Net unrealized appreciation (depreciation) on securities $15,689,915 
Tax Cost $20,521,337 

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

Undistributed ordinary income $36,945 
Undistributed long-term capital gain $2,011,660 
Net unrealized appreciation (depreciation) on securities and other investments $15,689,874 

The tax character of distributions paid was as follows:

 November 30, 2016 November 30, 2015 
Ordinary Income $13,792 $ 57,135 
Long-term Capital Gains 1,582,394 1,421,834 
Total $1,596,186 $ 1,478,969 

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.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $189,550 in these Subsidiaries, representing .53% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

Any cash held by the Subsidiaries is restricted as to its use and is presented as Restricted cash in the Statement of Assets and Liabilities.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $7,024,112 and $9,140,669, respectively.

Redemptions In-Kind. During the period, 26,809 shares of the Fund held by unaffiliated entities were redeemed in-kind for cash and investments with a value of $3,667,395. The net realized gain of $2,216,038 on investments delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Prior Fiscal Year Redemptions In-Kind. During the prior period, 31,588 shares of the Fund held by unaffiliated entities were redeemed in-kind for investments and cash with a value of $4,379,418. They had a net realized gain of $2,610,732 on investments delivered through the in-kind redemptions. The amount of in-kind redemptions is included in share transactions in the share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Company as compared to its benchmark index, the Russell 3000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .61% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets 
Growth Company $33,401 .15 
Class K 7,311 .05 
 $40,712  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $236 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 Fidelity Management & Research Company (FMR) or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $19,086 .59% $1 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $500.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $96 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $23,623. 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 $8,248, including $571 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $370 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $4.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $293.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
November 30, 2016 
Year ended November 30, 2015 
From net investment income   
Growth Company $– $22,481 
Class K 13,792 34,654 
Total $13,792 $57,135 
From net realized gain   
Growth Company $904,788 $808,358 
Class K 677,606 613,476 
Total $1,582,394 $1,421,834 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year
ended
November 30,
2016 
Year
ended
November 30,
2015 
Year
ended
November 30,
2016 
Year
ended
November 30,
2015 
Growth Company     
Shares sold 17,124 20,925 $2,254,562 $2,877,874 
Reinvestment of
distributions 
6,196 6,056 857,904 796,034 
Shares redeemed (39,316)(a) (40,175)(b) (5,283,210)(a) (5,503,138)(b) 
Net increase (decrease) (15,996) (13,194) $(2,170,744) $(1,829,230) 
Class K     
Shares sold 18,989 41,669 $2,493,477 $5,709,393 
Reinvestment of
distributions 
5,003 4,938 691,398 648,130 
Shares redeemed (43,361)(a) (57,706)(b) (5,774,087)(a) (7,965,360)(b) 
Net increase (decrease) (19,369) (11,099) $(2,589,212) $(1,607,837) 

 (a) Amount includes in-kind redemptions (see Note 4: Redemptions In-Kind)

 (b) Amount includes in-kind redemptions.(see Note 4: Prior Fiscal Year Redemptions In-Kind)


11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity Growth Company Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Growth Company Fund (the Fund), a fund of Fidelity Mt. Vernon Street Trust, including the schedule of investments, as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Growth Company Fund as of November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
January 23, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Company .74%    
Actual  $1,000.00 $1,074.40 $3.84 
Hypothetical-C  $1,000.00 $1,021.30 $3.74 
Class K .63%    
Actual  $1,000.00 $1,074.90 $3.27 
Hypothetical-C  $1,000.00 $1,021.85 $3.18 

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

 B 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).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Fidelity Growth Company Fund     
Growth Company 12/28/16 12/27/16 $0.093 $8.069 
Class K 12/28/16 12/27/16 $0.231 $8.069 

     

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2016, $2,189,213,127, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Company Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Growth Company Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Growth Company Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus the assets of sector funds previously under FMR's management). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is partially closed to new investors, it continues to incur investment management expenses, and marketing and distribution expenses related to the retention of existing shareholders and assets. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

GCF-ANN-0117
1.539089.119


Fidelity® Growth Strategies Fund

Class K



Annual Report

November 30, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended November 30, 2016 Past 1 year Past 5 years Past 10 years 
Class K 0.20% 12.66% 5.93% 

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth Strategies Fund - Class K on November 30, 2006. The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Growth Index performed over the same period. See above for additional information regarding the performance of Class K.


Period Ending Values

$17,783Fidelity® Growth Strategies Fund - Class K

$20,992Russell Midcap® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 8.06% for the 12 months ending November 30, 2016, rising sharply in the final month on post-election optimism for economic growth. The period began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained positive momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. For the year, 10 of the 11 sectors in the S&P 500® advanced, with six posting double-digit gains. Telecommunication services (+16%) led the way, its strength attributable to demand for dividend-paying equities early in the period, as well as to company-specific news. Cyclical sectors including industrials (+15%), financials (+14%), energy (+13%) and materials (+12%) posted strong gains, the latter two driven by a rebound in commodity prices. Conversely, real estate (+1%) lagged the index due to a late-period slump related to expectations for rising interest rates. Consumer discretionary (+3%) also underperformed, as competitive pressure continued to weigh on brick-and-mortar retailers.

Comments from Portfolio Manager Jean Park:  For the year, the fund’s share classes delivered essentially flat results, lagging the 4.54% return of the Russell Midcap Growth Index. The fund’s investments in what I considered higher-quality stocks with strong free cash flow yields at reasonable valuations did not keep pace with the rest of the mid-cap market, which was buoyed by strong returns of lower-quality stocks. Stock selection hurt relative performance most, especially in the health care and consumer staples sectors. The fund’s biggest relative detractor came from avoiding strong-performing semiconductor maker Nvidia, which was added to the benchmark in July but which I thought was too expensive. An overweighting in Ireland-based generic-drugmaker Endo International, which suffered amid negative publicity and government scrutiny of drug-pricing policies, also hurt performance. I eliminated the position in August. Conversely, positioning in information technology and consumer discretionary was modestly beneficial. An out-of-benchmark stake in casino operator Las Vegas Sands proved the fund’s top individual contributor; I pared back the fund’s position on share-price strength, harvesting some long-term gains for tax efficiency. Restaurant chain Domino’s Pizza was another win and another position I trimmed to take profits.

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

Investment Summary (Unaudited)

Top Ten Stocks as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
O'Reilly Automotive, Inc. 2.6 2.5 
Equifax, Inc. 2.5 2.3 
AutoZone, Inc. 2.5 2.4 
Electronic Arts, Inc. 2.3 2.2 
VeriSign, Inc. 2.2 1.4 
TransDigm Group, Inc. 2.1 2.0 
Total System Services, Inc. 2.1 2.1 
Fiserv, Inc. 1.9 1.7 
Global Payments, Inc. 1.7 2.4 
Ross Stores, Inc. 1.7 1.2 
 21.6  

Top Five Market Sectors as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 24.6 20.9 
Consumer Discretionary 21.6 22.7 
Industrials 15.3 16.3 
Health Care 14.6 13.4 
Financials 8.1 12.2 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016* 
   Stocks 98.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.1% 


 * Foreign investments - 6.5%


As of May 31, 2016* 
   Stocks 98.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.7% 


 * Foreign investments - 9.4%


Investments November 30, 2016

Showing Percentage of Net Assets

Common Stocks - 98.9%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 21.6%   
Auto Components - 1.6%   
Delphi Automotive PLC 110,243 $7,056 
Tenneco, Inc. (a) 115,544 6,811 
Visteon Corp. 350,600 27,582 
  41,449 
Diversified Consumer Services - 1.0%   
H&R Block, Inc. 566,547 12,555 
Service Corp. International 461,880 12,466 
  25,021 
Hotels, Restaurants & Leisure - 3.9%   
Domino's Pizza, Inc. 154,000 25,878 
Jack in the Box, Inc. 174,000 18,099 
Las Vegas Sands Corp. 196,500 12,315 
Wyndham Worldwide Corp. 589,000 42,402 
  98,694 
Household Durables - 1.9%   
Leggett & Platt, Inc. 247,000 11,871 
Newell Brands, Inc. 810,000 38,078 
  49,949 
Internet & Direct Marketing Retail - 0.6%   
Liberty Interactive Corp. QVC Group Series A (a) 110,000 2,278 
TripAdvisor, Inc. (a) 277,000 13,374 
  15,652 
Media - 2.9%   
Interpublic Group of Companies, Inc. 1,379,234 33,198 
Starz Series A (a) 792,000 26,817 
Viacom, Inc. Class B (non-vtg.) 412,900 15,475 
  75,490 
Multiline Retail - 0.9%   
Dollar Tree, Inc. (a) 254,000 22,393 
Specialty Retail - 7.7%   
AutoZone, Inc. (a) 79,600 62,341 
L Brands, Inc. 335,000 23,524 
O'Reilly Automotive, Inc. (a) 242,000 66,419 
Ross Stores, Inc. 644,325 43,550 
  195,834 
Textiles, Apparel & Luxury Goods - 1.1%   
Hanesbrands, Inc. 750,000 17,423 
VF Corp. 197,300 10,755 
  28,178 
TOTAL CONSUMER DISCRETIONARY  552,660 
CONSUMER STAPLES - 6.4%   
Beverages - 1.6%   
Dr. Pepper Snapple Group, Inc. 310,200 26,907 
Monster Beverage Corp. (a) 285,000 12,754 
  39,661 
Food & Staples Retailing - 0.3%   
Kroger Co. 190,000 6,137 
Rite Aid Corp. (a) 175,000 1,393 
  7,530 
Food Products - 2.6%   
Campbell Soup Co. 268,000 15,247 
Mead Johnson Nutrition Co. Class A 253,000 18,239 
The Hershey Co. 345,206 33,361 
  66,847 
Personal Products - 1.2%   
Coty, Inc. Class A 802,000 15,005 
Estee Lauder Companies, Inc. Class A 207,000 16,084 
  31,089 
Tobacco - 0.7%   
Reynolds American, Inc. 317,000 17,150 
TOTAL CONSUMER STAPLES  162,277 
ENERGY - 0.5%   
Oil, Gas & Consumable Fuels - 0.5%   
Tesoro Corp. (b) 165,900 13,496 
FINANCIALS - 8.1%   
Banks - 2.3%   
Citizens Financial Group, Inc. 1,213,000 40,648 
Huntington Bancshares, Inc. 318,100 3,964 
Investors Bancorp, Inc. 940,000 12,728 
  57,340 
Capital Markets - 2.4%   
MarketAxess Holdings, Inc. 30,500 5,056 
Moody's Corp. 365,734 36,756 
S&P Global, Inc. 168,000 19,990 
  61,802 
Consumer Finance - 0.0%   
Credit Acceptance Corp. (a)(b) 300 58 
Diversified Financial Services - 0.6%   
Valvoline, Inc. (b) 713,000 14,966 
Insurance - 2.8%   
AmTrust Financial Services, Inc. 834,000 21,234 
Aon PLC 113,500 12,950 
Arch Capital Group Ltd. (a) 290,000 23,989 
Progressive Corp. 417,000 13,886 
  72,059 
TOTAL FINANCIALS  206,225 
HEALTH CARE - 14.6%   
Health Care Equipment & Supplies - 4.1%   
Edwards Lifesciences Corp. (a) 467,000 38,691 
Intuitive Surgical, Inc. (a) 56,400 36,307 
ResMed, Inc. (b) 499,700 30,722 
  105,720 
Health Care Providers & Services - 7.5%   
Aetna, Inc. 46,000 6,019 
AmerisourceBergen Corp. 500,087 39,002 
Cardinal Health, Inc. 278,000 19,741 
Cigna Corp. 95,000 12,800 
DaVita HealthCare Partners, Inc. (a) 330,000 20,906 
HCA Holdings, Inc. (a) 280,000 19,849 
Henry Schein, Inc. (a) 119,166 17,751 
Laboratory Corp. of America Holdings (a) 128,000 16,109 
MEDNAX, Inc. (a) 288,940 18,917 
Universal Health Services, Inc. Class B 164,500 20,237 
  191,331 
Life Sciences Tools & Services - 2.1%   
Charles River Laboratories International, Inc. (a) 339,300 24,124 
Mettler-Toledo International, Inc. (a) 72,800 29,995 
  54,119 
Pharmaceuticals - 0.9%   
Jazz Pharmaceuticals PLC (a) 215,088 22,290 
TOTAL HEALTH CARE  373,460 
INDUSTRIALS - 15.3%   
Aerospace & Defense - 3.5%   
Huntington Ingalls Industries, Inc. 201,000 35,931 
TransDigm Group, Inc. 213,425 53,661 
  89,592 
Airlines - 1.3%   
Alaska Air Group, Inc. 170,000 13,986 
JetBlue Airways Corp. (a) 1,001,000 20,110 
  34,096 
Commercial Services & Supplies - 1.2%   
Deluxe Corp. 217,000 14,691 
KAR Auction Services, Inc. 385,000 16,232 
  30,923 
Electrical Equipment - 0.9%   
AMETEK, Inc. 480,000 22,728 
Industrial Conglomerates - 1.4%   
Roper Technologies, Inc. 195,597 35,425 
Machinery - 2.9%   
IDEX Corp. 230,000 21,530 
Toro Co. 365,024 19,321 
Wabtec Corp. (b) 379,400 32,124 
  72,975 
Professional Services - 3.5%   
Equifax, Inc. 570,000 65,237 
Verisk Analytics, Inc. (a) 298,700 24,816 
  90,053 
Trading Companies & Distributors - 0.6%   
W.W. Grainger, Inc. (b) 63,900 14,733 
TOTAL INDUSTRIALS  390,525 
INFORMATION TECHNOLOGY - 24.6%   
Communications Equipment - 0.9%   
F5 Networks, Inc. (a) 154,217 21,706 
Electronic Equipment & Components - 1.4%   
Amphenol Corp. Class A 507,662 34,653 
Internet Software & Services - 2.2%   
VeriSign, Inc. (a)(b) 708,200 55,842 
IT Services - 9.8%   
Amdocs Ltd. 360,600 21,265 
Broadridge Financial Solutions, Inc. 477,014 30,882 
CoreLogic, Inc. (a) 104,000 3,924 
Fiserv, Inc. (a) 457,853 47,901 
FleetCor Technologies, Inc. (a) 152,100 22,715 
Genpact Ltd. (a) 314,373 7,523 
Global Payments, Inc. 650,000 44,558 
Paychex, Inc. 332,983 19,629 
Total System Services, Inc. 1,081,000 53,207 
  251,604 
Semiconductors & Semiconductor Equipment - 5.1%   
Broadcom Ltd. 114,100 19,453 
KLA-Tencor Corp. 124,695 9,956 
Lam Research Corp. 407,500 43,203 
NXP Semiconductors NV (a) 296,285 29,377 
Skyworks Solutions, Inc. 378,700 29,103 
  131,092 
Software - 5.2%   
Adobe Systems, Inc. (a) 102,000 10,487 
Check Point Software Technologies Ltd. (a) 300,264 24,721 
Electronic Arts, Inc. (a) 732,900 58,075 
Intuit, Inc. 180,000 20,462 
Manhattan Associates, Inc. (a) 384,000 20,122 
  133,867 
TOTAL INFORMATION TECHNOLOGY  628,764 
MATERIALS - 4.2%   
Chemicals - 3.2%   
Eastman Chemical Co. 211,000 15,850 
Sherwin-Williams Co. 126,084 33,875 
The Scotts Miracle-Gro Co. Class A 186,097 16,985 
Valspar Corp. 136,990 13,985 
  80,695 
Containers & Packaging - 1.0%   
Ball Corp. 350,000 26,271 
TOTAL MATERIALS  106,966 
REAL ESTATE - 3.6%   
Equity Real Estate Investment Trusts (REITs) - 3.4%   
Coresite Realty Corp. 226,000 15,940 
Digital Realty Trust, Inc. 226,000 20,867 
Equinix, Inc. 49,500 16,769 
Equity Lifestyle Properties, Inc. 85,457 5,933 
Extra Space Storage, Inc. 391,626 27,476 
  86,985 
Real Estate Management & Development - 0.2%   
CBRE Group, Inc. (a) 214,900 6,241 
TOTAL REAL ESTATE  93,226 
TOTAL COMMON STOCKS   
(Cost $2,483,871)  2,527,599 
Money Market Funds - 6.1%   
Fidelity Cash Central Fund, 0.39% (c) 50,897,877 50,908 
Fidelity Securities Lending Cash Central Fund 0.48% (c)(d) 104,126,158 104,147 
TOTAL MONEY MARKET FUNDS   
(Cost $155,056)  155,055 
TOTAL INVESTMENT PORTFOLIO - 105.0%   
(Cost $2,638,927)  2,682,654 
NET OTHER ASSETS (LIABILITIES) - (5.0)%  (127,578) 
NET ASSETS - 100%  $2,555,076 

Legend

 (a) Non-income producing

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

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

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


Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $138 
Fidelity Securities Lending Cash Central Fund 1,840 
Total $1,978 

Investment Valuation

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  November 30, 2016 
Assets   
Investment in securities, at value (including securities loaned of $101,582) — See accompanying schedule:
Unaffiliated issuers (cost $2,483,871) 
$2,527,599  
Fidelity Central Funds (cost $155,056) 155,055  
Total Investments (cost $2,638,927)  $2,682,654 
Receivable for investments sold  45,725 
Receivable for fund shares sold  1,091 
Dividends receivable  2,933 
Distributions receivable from Fidelity Central Funds  79 
Prepaid expenses  
Other receivables  71 
Total assets  2,732,560 
Liabilities   
Payable to custodian bank $1,370  
Payable for investments purchased 67,194  
Payable for fund shares redeemed 2,917  
Accrued management fee 1,283  
Other affiliated payables 449  
Other payables and accrued expenses 143  
Collateral on securities loaned, at value 104,128  
Total liabilities  177,484 
Net Assets  $2,555,076 
Net Assets consist of:   
Paid in capital  $2,613,601 
Undistributed net investment income  11,987 
Accumulated undistributed net realized gain (loss) on investments  (114,239) 
Net unrealized appreciation (depreciation) on investments  43,727 
Net Assets  $2,555,076 
Growth Strategies:   
Net Asset Value, offering price and redemption price per share ($2,080,302 ÷ 61,422 shares)  $33.87 
Class K:   
Net Asset Value, offering price and redemption price per share ($474,774 ÷ 13,907 shares)  $34.14 

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


Statement of Operations

Amounts in thousands  Year ended November 30, 2016 
Investment Income   
Dividends  $34,352 
Special dividends  4,212 
Income from Fidelity Central Funds  1,978 
Total income  40,542 
Expenses   
Management fee   
Basic fee $16,992  
Performance adjustment 2,825  
Transfer agent fees 4,892  
Accounting and security lending fees 853  
Custodian fees and expenses 89  
Independent trustees' fees and expenses 13  
Registration fees 68  
Audit 61  
Legal 13  
Miscellaneous 24  
Total expenses before reductions 25,830  
Expense reductions (37) 25,793 
Net investment income (loss)  14,749 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 446,630  
Fidelity Central Funds 24  
Total net realized gain (loss)  446,654 
Change in net unrealized appreciation (depreciation) on investment securities  (468,799) 
Net gain (loss)  (22,145) 
Net increase (decrease) in net assets resulting from operations  $(7,396) 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended November 30, 2016 Year ended November 30, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $14,749 $4,820 
Net realized gain (loss) 446,654 118,840 
Change in net unrealized appreciation (depreciation) (468,799) 15,704 
Net increase (decrease) in net assets resulting from operations (7,396) 139,364 
Distributions to shareholders from net investment income (5,195) (7,023) 
Distributions to shareholders from net realized gain – (561) 
Total distributions (5,195) (7,584) 
Share transactions - net increase (decrease) (665,611) 880,713 
Redemption fees 199 404 
Total increase (decrease) in net assets (678,003) 1,012,897 
Net Assets   
Beginning of period 3,233,079 2,220,182 
End of period $2,555,076 $3,233,079 
Other Information   
Undistributed net investment income end of period $11,987 $3,212 

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


Financial Highlights — Fidelity Growth Strategies Fund

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $33.91 $32.44 $27.66 $20.56 $19.05 
Income from Investment Operations      
Net investment income (loss)A .16B .04 .11 .09 .02C 
Net realized and unrealized gain (loss) (.16) 1.53 4.72 7.10 1.49 
Total from investment operations – 1.57 4.83 7.19 1.51 
Distributions from net investment income (.04) (.09) (.05) (.07)D – 
Distributions from net realized gain – (.01) – (.02)D – 
Total distributions (.04) (.10) (.05) (.09) – 
Redemption fees added to paid in capitalA,E – – – – – 
Net asset value, end of period $33.87 $33.91 $32.44 $27.66 $20.56 
Total ReturnF .02% 4.86% 17.50% 35.13% 7.93% 
Ratios to Average Net AssetsG,H      
Expenses before reductions .94% .91% .72% .71% .73% 
Expenses net of fee waivers, if any .94% .91% .72% .71% .73% 
Expenses net of all reductions .94% .91% .72% .69% .72% 
Net investment income (loss) .49%B .13% .37% .39% .09%C 
Supplemental Data      
Net assets, end of period (in millions) $2,080 $2,535 $1,835 $1,640 $1,385 
Portfolio turnover rateI 63% 40% 58% 87% 165% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .34%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .00 %.

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

 E Amount represents less than $.005 per share.

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

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


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


Financial Highlights — Fidelity Growth Strategies Fund Class K

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $34.17 $32.70 $27.88 $20.74 $19.17 
Income from Investment Operations      
Net investment income (loss)A .21B .10 .17 .15 .07C 
Net realized and unrealized gain (loss) (.14) 1.52 4.76 7.14 1.50 
Total from investment operations .07 1.62 4.93 7.29 1.57 
Distributions from net investment income (.10) (.15) (.11) (.13)D – 
Distributions from net realized gain – (.01) – (.02)D – 
Total distributions (.10) (.15)E (.11) (.15) – 
Redemption fees added to paid in capitalA,F – – – – – 
Net asset value, end of period $34.14 $34.17 $32.70 $27.88 $20.74 
Total ReturnG .20% 5.00% 17.75% 35.42% 8.19% 
Ratios to Average Net AssetsH,I      
Expenses before reductions .78% .76% .53% .48% .48% 
Expenses net of fee waivers, if any .78% .76% .53% .48% .48% 
Expenses net of all reductions .78% .76% .53% .46% .47% 
Net investment income (loss) .64%B .28% .56% .62% .34%C 
Supplemental Data      
Net assets, end of period (in millions) $475 $699 $385 $342 $274 
Portfolio turnover rateJ 63% 40% 58% 87% 165% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .50%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .25%.

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

 E Total distributions of $.15 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.008 per share.

 F Amount represents less than $.005 per share.

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

 H 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.

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


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


Notes to Financial Statements

For the period ended November 30, 2016
(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to 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 $176,837 
Gross unrealized depreciation (133,110) 
Net unrealized appreciation (depreciation) on securities $43,727 
Tax Cost $2,638,927 

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

Undistributed ordinary income $12,949 
Capital loss carryforward $(115,128) 
Net unrealized appreciation (depreciation) on securities and other investments $43,727 

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

Fiscal year of expiration  
2017 $(115,128) 

The tax character of distributions paid was as follows:

 November 30, 2016 November 30, 2015 
Ordinary Income $5,195 $ 7,584 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital. In November 2016, the Board of Trustees approved the elimination of these redemption fees effective December 12, 2016.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,773,154 and $2,416,125, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Strategies as compared to its benchmark index, the Russell Midcap Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Effective February 1, 2017, the Board of Trustees approved a reduction in the individual fund fee rate from .35% to .30%.

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

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

 Amount % of
Class-Level Average
Net Assets 
Growth Strategies $4,610 .21 
Class K 282 .05 
 $4,892  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $62 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7 and is reflected in Miscellaneous expenses on the Statement of Operations. Interest is charged to the Fund based on its borrowing at a rate equal to .75% plus the higher of the Federal Funds Rate or one-month LIBOR. The Fund's average daily loan balance during the period for which loans were outstanding amounted to $5,000. The weighted average interest rate and interest expense was 1.037% and less than five hundred dollars, respectively.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,840, including $9 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $14 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $23.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
November 30, 2016 
Year ended
November 30, 2015 
From net investment income   
Growth Strategies $3,237 $5,313 
Class K 1,958 1,710 
Total $5,195 $7,023 
From net realized gain   
Growth Strategies $– $467 
Class K – 94 
Total $– $561 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended November 30, 2016 Year ended November 30, 2015 Year ended November 30, 2016 Year ended November 30, 2015 
Growth Strategies     
Shares sold 6,979 28,968 $228,892 $964,524 
Reinvestment of distributions 94 179 3,102 5,600 
Shares redeemed (20,401) (10,968) (674,632) (368,991) 
Net increase (decrease) (13,328) 18,179 $(442,638) $601,133 
Class K     
Shares sold 3,172 12,315 $103,937 $404,341 
Reinvestment of distributions 59 57 1,958 1,804 
Shares redeemed (9,765) (3,697) (328,868) (126,565) 
Net increase (decrease) (6,534) 8,675 $(222,973) $279,580 

11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity Growth Strategies Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Growth Strategies Fund (a fund of Fidelity Mt. Vernon Street Trust) at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fidelity Growth Strategies Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 18, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Strategies .91%    
Actual  $1,000.00 $1,014.10 4.58C 
Hypothetical-D  $1,000.00 $1,020.45 4.60C 
Class K .74%    
Actual  $1,000.00 $1,015.20 3.73C 
Hypothetical-D  $1,000.00 $1,021.30 3.74C 

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

 B 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).

 C If fees and changes to the Fund's Management Fee effective February 1, 2017, had been in effect during the current period, the annualized expense ratio and expenses paid would have been as shown in table below:

 D 5% return per year before expenses


 Annualized Expense Ratio
 
Expenses Paid
 
Growth Strategies .86%  
Actual  $4.33 
Hypothetical  $4.34 
Class K .69%  
Actual  $3.48 
Hypothetical  $3.49 

Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Fidelity Growth Strategies Fund     
Growth Strategies 12/28/16 12/27/16 $0.184 $0.015 
Class K 12/28/16 12/27/16 $0.233 $0.015 

Growth Strategies and Class K designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Strategies Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in August 2013.

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

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

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

Fidelity Growth Strategies Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Growth Strategies Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

FEG-K-ANN-0117
1.863026.108


Fidelity® Growth Strategies Fund



Annual Report

November 30, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended November 30, 2016 Past 1 year Past 5 years Past 10 years 
Fidelity® Growth Strategies Fund 0.02% 12.44% 5.72% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth Strategies Fund, a class of the fund, on November 30, 2006.

The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Growth Index performed over the same period.


Period Ending Values

$17,449Fidelity® Growth Strategies Fund

$20,992Russell Midcap® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 8.06% for the 12 months ending November 30, 2016, rising sharply in the final month on post-election optimism for economic growth. The period began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained positive momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. For the year, 10 of the 11 sectors in the S&P 500® advanced, with six posting double-digit gains. Telecommunication services (+16%) led the way, its strength attributable to demand for dividend-paying equities early in the period, as well as to company-specific news. Cyclical sectors including industrials (+15%), financials (+14%), energy (+13%) and materials (+12%) posted strong gains, the latter two driven by a rebound in commodity prices. Conversely, real estate (+1%) lagged the index due to a late-period slump related to expectations for rising interest rates. Consumer discretionary (+3%) also underperformed, as competitive pressure continued to weigh on brick-and-mortar retailers.

Comments from Portfolio Manager Jean Park:  For the year, the fund’s share classes delivered essentially flat results, lagging the 4.54% return of the Russell Midcap Growth Index. The fund’s investments in what I considered higher-quality stocks with strong free cash flow yields at reasonable valuations did not keep pace with the rest of the mid-cap market, which was buoyed by strong returns of lower-quality stocks. Stock selection hurt relative performance most, especially in the health care and consumer staples sectors. The fund’s biggest relative detractor came from avoiding strong-performing semiconductor maker Nvidia, which was added to the benchmark in July but which I thought was too expensive. An overweighting in Ireland-based generic-drugmaker Endo International, which suffered amid negative publicity and government scrutiny of drug-pricing policies, also hurt performance. I eliminated the position in August. Conversely, positioning in information technology and consumer discretionary was modestly beneficial. An out-of-benchmark stake in casino operator Las Vegas Sands proved the fund’s top individual contributor; I pared back the fund’s position on share-price strength, harvesting some long-term gains for tax efficiency. Restaurant chain Domino’s Pizza was another win and another position I trimmed to take profits.

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

Investment Summary (Unaudited)

Top Ten Stocks as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
O'Reilly Automotive, Inc. 2.6 2.5 
Equifax, Inc. 2.5 2.3 
AutoZone, Inc. 2.5 2.4 
Electronic Arts, Inc. 2.3 2.2 
VeriSign, Inc. 2.2 1.4 
TransDigm Group, Inc. 2.1 2.0 
Total System Services, Inc. 2.1 2.1 
Fiserv, Inc. 1.9 1.7 
Global Payments, Inc. 1.7 2.4 
Ross Stores, Inc. 1.7 1.2 
 21.6  

Top Five Market Sectors as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 24.6 20.9 
Consumer Discretionary 21.6 22.7 
Industrials 15.3 16.3 
Health Care 14.6 13.4 
Financials 8.1 12.2 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016* 
   Stocks 98.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.1% 


 * Foreign investments - 6.5%


As of May 31, 2016* 
   Stocks 98.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.7% 


 * Foreign investments - 9.4%


Investments November 30, 2016

Showing Percentage of Net Assets

Common Stocks - 98.9%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 21.6%   
Auto Components - 1.6%   
Delphi Automotive PLC 110,243 $7,056 
Tenneco, Inc. (a) 115,544 6,811 
Visteon Corp. 350,600 27,582 
  41,449 
Diversified Consumer Services - 1.0%   
H&R Block, Inc. 566,547 12,555 
Service Corp. International 461,880 12,466 
  25,021 
Hotels, Restaurants & Leisure - 3.9%   
Domino's Pizza, Inc. 154,000 25,878 
Jack in the Box, Inc. 174,000 18,099 
Las Vegas Sands Corp. 196,500 12,315 
Wyndham Worldwide Corp. 589,000 42,402 
  98,694 
Household Durables - 1.9%   
Leggett & Platt, Inc. 247,000 11,871 
Newell Brands, Inc. 810,000 38,078 
  49,949 
Internet & Direct Marketing Retail - 0.6%   
Liberty Interactive Corp. QVC Group Series A (a) 110,000 2,278 
TripAdvisor, Inc. (a) 277,000 13,374 
  15,652 
Media - 2.9%   
Interpublic Group of Companies, Inc. 1,379,234 33,198 
Starz Series A (a) 792,000 26,817 
Viacom, Inc. Class B (non-vtg.) 412,900 15,475 
  75,490 
Multiline Retail - 0.9%   
Dollar Tree, Inc. (a) 254,000 22,393 
Specialty Retail - 7.7%   
AutoZone, Inc. (a) 79,600 62,341 
L Brands, Inc. 335,000 23,524 
O'Reilly Automotive, Inc. (a) 242,000 66,419 
Ross Stores, Inc. 644,325 43,550 
  195,834 
Textiles, Apparel & Luxury Goods - 1.1%   
Hanesbrands, Inc. 750,000 17,423 
VF Corp. 197,300 10,755 
  28,178 
TOTAL CONSUMER DISCRETIONARY  552,660 
CONSUMER STAPLES - 6.4%   
Beverages - 1.6%   
Dr. Pepper Snapple Group, Inc. 310,200 26,907 
Monster Beverage Corp. (a) 285,000 12,754 
  39,661 
Food & Staples Retailing - 0.3%   
Kroger Co. 190,000 6,137 
Rite Aid Corp. (a) 175,000 1,393 
  7,530 
Food Products - 2.6%   
Campbell Soup Co. 268,000 15,247 
Mead Johnson Nutrition Co. Class A 253,000 18,239 
The Hershey Co. 345,206 33,361 
  66,847 
Personal Products - 1.2%   
Coty, Inc. Class A 802,000 15,005 
Estee Lauder Companies, Inc. Class A 207,000 16,084 
  31,089 
Tobacco - 0.7%   
Reynolds American, Inc. 317,000 17,150 
TOTAL CONSUMER STAPLES  162,277 
ENERGY - 0.5%   
Oil, Gas & Consumable Fuels - 0.5%   
Tesoro Corp. (b) 165,900 13,496 
FINANCIALS - 8.1%   
Banks - 2.3%   
Citizens Financial Group, Inc. 1,213,000 40,648 
Huntington Bancshares, Inc. 318,100 3,964 
Investors Bancorp, Inc. 940,000 12,728 
  57,340 
Capital Markets - 2.4%   
MarketAxess Holdings, Inc. 30,500 5,056 
Moody's Corp. 365,734 36,756 
S&P Global, Inc. 168,000 19,990 
  61,802 
Consumer Finance - 0.0%   
Credit Acceptance Corp. (a)(b) 300 58 
Diversified Financial Services - 0.6%   
Valvoline, Inc. (b) 713,000 14,966 
Insurance - 2.8%   
AmTrust Financial Services, Inc. 834,000 21,234 
Aon PLC 113,500 12,950 
Arch Capital Group Ltd. (a) 290,000 23,989 
Progressive Corp. 417,000 13,886 
  72,059 
TOTAL FINANCIALS  206,225 
HEALTH CARE - 14.6%   
Health Care Equipment & Supplies - 4.1%   
Edwards Lifesciences Corp. (a) 467,000 38,691 
Intuitive Surgical, Inc. (a) 56,400 36,307 
ResMed, Inc. (b) 499,700 30,722 
  105,720 
Health Care Providers & Services - 7.5%   
Aetna, Inc. 46,000 6,019 
AmerisourceBergen Corp. 500,087 39,002 
Cardinal Health, Inc. 278,000 19,741 
Cigna Corp. 95,000 12,800 
DaVita HealthCare Partners, Inc. (a) 330,000 20,906 
HCA Holdings, Inc. (a) 280,000 19,849 
Henry Schein, Inc. (a) 119,166 17,751 
Laboratory Corp. of America Holdings (a) 128,000 16,109 
MEDNAX, Inc. (a) 288,940 18,917 
Universal Health Services, Inc. Class B 164,500 20,237 
  191,331 
Life Sciences Tools & Services - 2.1%   
Charles River Laboratories International, Inc. (a) 339,300 24,124 
Mettler-Toledo International, Inc. (a) 72,800 29,995 
  54,119 
Pharmaceuticals - 0.9%   
Jazz Pharmaceuticals PLC (a) 215,088 22,290 
TOTAL HEALTH CARE  373,460 
INDUSTRIALS - 15.3%   
Aerospace & Defense - 3.5%   
Huntington Ingalls Industries, Inc. 201,000 35,931 
TransDigm Group, Inc. 213,425 53,661 
  89,592 
Airlines - 1.3%   
Alaska Air Group, Inc. 170,000 13,986 
JetBlue Airways Corp. (a) 1,001,000 20,110 
  34,096 
Commercial Services & Supplies - 1.2%   
Deluxe Corp. 217,000 14,691 
KAR Auction Services, Inc. 385,000 16,232 
  30,923 
Electrical Equipment - 0.9%   
AMETEK, Inc. 480,000 22,728 
Industrial Conglomerates - 1.4%   
Roper Technologies, Inc. 195,597 35,425 
Machinery - 2.9%   
IDEX Corp. 230,000 21,530 
Toro Co. 365,024 19,321 
Wabtec Corp. (b) 379,400 32,124 
  72,975 
Professional Services - 3.5%   
Equifax, Inc. 570,000 65,237 
Verisk Analytics, Inc. (a) 298,700 24,816 
  90,053 
Trading Companies & Distributors - 0.6%   
W.W. Grainger, Inc. (b) 63,900 14,733 
TOTAL INDUSTRIALS  390,525 
INFORMATION TECHNOLOGY - 24.6%   
Communications Equipment - 0.9%   
F5 Networks, Inc. (a) 154,217 21,706 
Electronic Equipment & Components - 1.4%   
Amphenol Corp. Class A 507,662 34,653 
Internet Software & Services - 2.2%   
VeriSign, Inc. (a)(b) 708,200 55,842 
IT Services - 9.8%   
Amdocs Ltd. 360,600 21,265 
Broadridge Financial Solutions, Inc. 477,014 30,882 
CoreLogic, Inc. (a) 104,000 3,924 
Fiserv, Inc. (a) 457,853 47,901 
FleetCor Technologies, Inc. (a) 152,100 22,715 
Genpact Ltd. (a) 314,373 7,523 
Global Payments, Inc. 650,000 44,558 
Paychex, Inc. 332,983 19,629 
Total System Services, Inc. 1,081,000 53,207 
  251,604 
Semiconductors & Semiconductor Equipment - 5.1%   
Broadcom Ltd. 114,100 19,453 
KLA-Tencor Corp. 124,695 9,956 
Lam Research Corp. 407,500 43,203 
NXP Semiconductors NV (a) 296,285 29,377 
Skyworks Solutions, Inc. 378,700 29,103 
  131,092 
Software - 5.2%   
Adobe Systems, Inc. (a) 102,000 10,487 
Check Point Software Technologies Ltd. (a) 300,264 24,721 
Electronic Arts, Inc. (a) 732,900 58,075 
Intuit, Inc. 180,000 20,462 
Manhattan Associates, Inc. (a) 384,000 20,122 
  133,867 
TOTAL INFORMATION TECHNOLOGY  628,764 
MATERIALS - 4.2%   
Chemicals - 3.2%   
Eastman Chemical Co. 211,000 15,850 
Sherwin-Williams Co. 126,084 33,875 
The Scotts Miracle-Gro Co. Class A 186,097 16,985 
Valspar Corp. 136,990 13,985 
  80,695 
Containers & Packaging - 1.0%   
Ball Corp. 350,000 26,271 
TOTAL MATERIALS  106,966 
REAL ESTATE - 3.6%   
Equity Real Estate Investment Trusts (REITs) - 3.4%   
Coresite Realty Corp. 226,000 15,940 
Digital Realty Trust, Inc. 226,000 20,867 
Equinix, Inc. 49,500 16,769 
Equity Lifestyle Properties, Inc. 85,457 5,933 
Extra Space Storage, Inc. 391,626 27,476 
  86,985 
Real Estate Management & Development - 0.2%   
CBRE Group, Inc. (a) 214,900 6,241 
TOTAL REAL ESTATE  93,226 
TOTAL COMMON STOCKS   
(Cost $2,483,871)  2,527,599 
Money Market Funds - 6.1%   
Fidelity Cash Central Fund, 0.39% (c) 50,897,877 50,908 
Fidelity Securities Lending Cash Central Fund 0.48% (c)(d) 104,126,158 104,147 
TOTAL MONEY MARKET FUNDS   
(Cost $155,056)  155,055 
TOTAL INVESTMENT PORTFOLIO - 105.0%   
(Cost $2,638,927)  2,682,654 
NET OTHER ASSETS (LIABILITIES) - (5.0)%  (127,578) 
NET ASSETS - 100%  $2,555,076 

Legend

 (a) Non-income producing

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

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

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


Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $138 
Fidelity Securities Lending Cash Central Fund 1,840 
Total $1,978 

Investment Valuation

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  November 30, 2016 
Assets   
Investment in securities, at value (including securities loaned of $101,582) — See accompanying schedule:
Unaffiliated issuers (cost $2,483,871) 
$2,527,599  
Fidelity Central Funds (cost $155,056) 155,055  
Total Investments (cost $2,638,927)  $2,682,654 
Receivable for investments sold  45,725 
Receivable for fund shares sold  1,091 
Dividends receivable  2,933 
Distributions receivable from Fidelity Central Funds  79 
Prepaid expenses  
Other receivables  71 
Total assets  2,732,560 
Liabilities   
Payable to custodian bank $1,370  
Payable for investments purchased 67,194  
Payable for fund shares redeemed 2,917  
Accrued management fee 1,283  
Other affiliated payables 449  
Other payables and accrued expenses 143  
Collateral on securities loaned, at value 104,128  
Total liabilities  177,484 
Net Assets  $2,555,076 
Net Assets consist of:   
Paid in capital  $2,613,601 
Undistributed net investment income  11,987 
Accumulated undistributed net realized gain (loss) on investments  (114,239) 
Net unrealized appreciation (depreciation) on investments  43,727 
Net Assets  $2,555,076 
Growth Strategies:   
Net Asset Value, offering price and redemption price per share ($2,080,302 ÷ 61,422 shares)  $33.87 
Class K:   
Net Asset Value, offering price and redemption price per share ($474,774 ÷ 13,907 shares)  $34.14 

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


Statement of Operations

Amounts in thousands  Year ended November 30, 2016 
Investment Income   
Dividends  $34,352 
Special dividends  4,212 
Income from Fidelity Central Funds  1,978 
Total income  40,542 
Expenses   
Management fee   
Basic fee $16,992  
Performance adjustment 2,825  
Transfer agent fees 4,892  
Accounting and security lending fees 853  
Custodian fees and expenses 89  
Independent trustees' fees and expenses 13  
Registration fees 68  
Audit 61  
Legal 13  
Miscellaneous 24  
Total expenses before reductions 25,830  
Expense reductions (37) 25,793 
Net investment income (loss)  14,749 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 446,630  
Fidelity Central Funds 24  
Total net realized gain (loss)  446,654 
Change in net unrealized appreciation (depreciation) on investment securities  (468,799) 
Net gain (loss)  (22,145) 
Net increase (decrease) in net assets resulting from operations  $(7,396) 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended November 30, 2016 Year ended November 30, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $14,749 $4,820 
Net realized gain (loss) 446,654 118,840 
Change in net unrealized appreciation (depreciation) (468,799) 15,704 
Net increase (decrease) in net assets resulting from operations (7,396) 139,364 
Distributions to shareholders from net investment income (5,195) (7,023) 
Distributions to shareholders from net realized gain – (561) 
Total distributions (5,195) (7,584) 
Share transactions - net increase (decrease) (665,611) 880,713 
Redemption fees 199 404 
Total increase (decrease) in net assets (678,003) 1,012,897 
Net Assets   
Beginning of period 3,233,079 2,220,182 
End of period $2,555,076 $3,233,079 
Other Information   
Undistributed net investment income end of period $11,987 $3,212 

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


Financial Highlights — Fidelity Growth Strategies Fund

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $33.91 $32.44 $27.66 $20.56 $19.05 
Income from Investment Operations      
Net investment income (loss)A .16B .04 .11 .09 .02C 
Net realized and unrealized gain (loss) (.16) 1.53 4.72 7.10 1.49 
Total from investment operations – 1.57 4.83 7.19 1.51 
Distributions from net investment income (.04) (.09) (.05) (.07)D – 
Distributions from net realized gain – (.01) – (.02)D – 
Total distributions (.04) (.10) (.05) (.09) – 
Redemption fees added to paid in capitalA,E – – – – – 
Net asset value, end of period $33.87 $33.91 $32.44 $27.66 $20.56 
Total ReturnF .02% 4.86% 17.50% 35.13% 7.93% 
Ratios to Average Net AssetsG,H      
Expenses before reductions .94% .91% .72% .71% .73% 
Expenses net of fee waivers, if any .94% .91% .72% .71% .73% 
Expenses net of all reductions .94% .91% .72% .69% .72% 
Net investment income (loss) .49%B .13% .37% .39% .09%C 
Supplemental Data      
Net assets, end of period (in millions) $2,080 $2,535 $1,835 $1,640 $1,385 
Portfolio turnover rateI 63% 40% 58% 87% 165% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .34%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .00 %.

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

 E Amount represents less than $.005 per share.

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

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


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


Financial Highlights — Fidelity Growth Strategies Fund Class K

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $34.17 $32.70 $27.88 $20.74 $19.17 
Income from Investment Operations      
Net investment income (loss)A .21B .10 .17 .15 .07C 
Net realized and unrealized gain (loss) (.14) 1.52 4.76 7.14 1.50 
Total from investment operations .07 1.62 4.93 7.29 1.57 
Distributions from net investment income (.10) (.15) (.11) (.13)D – 
Distributions from net realized gain – (.01) – (.02)D – 
Total distributions (.10) (.15)E (.11) (.15) – 
Redemption fees added to paid in capitalA,F – – – – – 
Net asset value, end of period $34.14 $34.17 $32.70 $27.88 $20.74 
Total ReturnG .20% 5.00% 17.75% 35.42% 8.19% 
Ratios to Average Net AssetsH,I      
Expenses before reductions .78% .76% .53% .48% .48% 
Expenses net of fee waivers, if any .78% .76% .53% .48% .48% 
Expenses net of all reductions .78% .76% .53% .46% .47% 
Net investment income (loss) .64%B .28% .56% .62% .34%C 
Supplemental Data      
Net assets, end of period (in millions) $475 $699 $385 $342 $274 
Portfolio turnover rateJ 63% 40% 58% 87% 165% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .50%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .25%.

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

 E Total distributions of $.15 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.008 per share.

 F Amount represents less than $.005 per share.

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

 H 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.

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


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


Notes to Financial Statements

For the period ended November 30, 2016
(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to 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 $176,837 
Gross unrealized depreciation (133,110) 
Net unrealized appreciation (depreciation) on securities $43,727 
Tax Cost $2,638,927 

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

Undistributed ordinary income $12,949 
Capital loss carryforward $(115,128) 
Net unrealized appreciation (depreciation) on securities and other investments $43,727 

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

Fiscal year of expiration  
2017 $(115,128) 

The tax character of distributions paid was as follows:

 November 30, 2016 November 30, 2015 
Ordinary Income $5,195 $ 7,584 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital. In November 2016, the Board of Trustees approved the elimination of these redemption fees effective December 12, 2016.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,773,154 and $2,416,125, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Strategies as compared to its benchmark index, the Russell Midcap Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Effective February 1, 2017, the Board of Trustees approved a reduction in the individual fund fee rate from .35% to .30%.

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

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

 Amount % of
Class-Level Average
Net Assets 
Growth Strategies $4,610 .21 
Class K 282 .05 
 $4,892  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $62 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7 and is reflected in Miscellaneous expenses on the Statement of Operations. Interest is charged to the Fund based on its borrowing at a rate equal to .75% plus the higher of the Federal Funds Rate or one-month LIBOR. The Fund's average daily loan balance during the period for which loans were outstanding amounted to $5,000. The weighted average interest rate and interest expense was 1.037% and less than five hundred dollars, respectively.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,840, including $9 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $14 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $23.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
November 30, 2016 
Year ended
November 30, 2015 
From net investment income   
Growth Strategies $3,237 $5,313 
Class K 1,958 1,710 
Total $5,195 $7,023 
From net realized gain   
Growth Strategies $– $467 
Class K – 94 
Total $– $561 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended November 30, 2016 Year ended November 30, 2015 Year ended November 30, 2016 Year ended November 30, 2015 
Growth Strategies     
Shares sold 6,979 28,968 $228,892 $964,524 
Reinvestment of distributions 94 179 3,102 5,600 
Shares redeemed (20,401) (10,968) (674,632) (368,991) 
Net increase (decrease) (13,328) 18,179 $(442,638) $601,133 
Class K     
Shares sold 3,172 12,315 $103,937 $404,341 
Reinvestment of distributions 59 57 1,958 1,804 
Shares redeemed (9,765) (3,697) (328,868) (126,565) 
Net increase (decrease) (6,534) 8,675 $(222,973) $279,580 

11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity Growth Strategies Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Growth Strategies Fund (a fund of Fidelity Mt. Vernon Street Trust) at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fidelity Growth Strategies Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 18, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Growth Strategies .91%    
Actual  $1,000.00 $1,014.10 4.58C 
Hypothetical-D  $1,000.00 $1,020.45 4.60C 
Class K .74%    
Actual  $1,000.00 $1,015.20 3.73C 
Hypothetical-D  $1,000.00 $1,021.30 3.74C 

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

 B 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).

 C If fees and changes to the Fund's Management Fee effective February 1, 2017, had been in effect during the current period, the annualized expense ratio and expenses paid would have been as shown in table below:

 D 5% return per year before expenses


 Annualized Expense Ratio
 
Expenses Paid
 
Growth Strategies .86%  
Actual  $4.33 
Hypothetical  $4.34 
Class K .69%  
Actual  $3.48 
Hypothetical  $3.49 

Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Fidelity Growth Strategies Fund     
Growth Strategies 12/28/16 12/27/16 $0.184 $0.015 
Class K 12/28/16 12/27/16 $0.233 $0.015 

Growth Strategies and Class K designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth Strategies Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in August 2013.

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

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

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

Fidelity Growth Strategies Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Growth Strategies Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

FEG-ANN-0117
1.539208.119


Fidelity® New Millennium Fund®



Annual Report

November 30, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended November 30, 2016 Past 1 year Past 5 years Past 10 years 
Fidelity® New Millennium Fund® 8.57% 13.32% 8.26% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® New Millennium Fund® on November 30, 2006.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.


Period Ending Values

$22,124Fidelity® New Millennium Fund®

$19,462S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 8.06% for the 12 months ending November 30, 2016, rising sharply in the final month on post-election optimism for economic growth. The period began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained positive momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. For the year, 10 of the 11 sectors in the S&P 500® advanced, with six posting double-digit gains. Telecommunication services (+16%) led the way, its strength attributable to demand for dividend-paying equities early in the period, as well as to company-specific news. Cyclical sectors including industrials (+15%), financials (+14%), energy (+13%) and materials (+12%) posted strong gains, the latter two driven by a rebound in commodity prices. Conversely, real estate (+1%) lagged the index due to a late-period slump related to expectations for rising interest rates. Consumer discretionary (+3%) also underperformed, as competitive pressure continued to weigh on brick-and-mortar retailers.

Comments from Portfolio Manager John Roth:  For the year, the fund rose 8.57%, modestly outpacing S&P 500 Index. Versus the benchmark, stock picking and an overweighting in the strong-performing energy drove the fund’s outperformance. A sizable stake in Williams Companies was the fund’s largest individual contributor by a wide margin. Williams Companies owns a majority stake in Williams Partners, a master limited partnership (MLP) and North American pipeline owner, and another big contributor. Shares of Williams Companies were buoyed by speculation it was a takeover target, although no deals materialized during the period. Relative results also were boosted by choices in health care, particularly an underweighting in the pharmaceuticals, biotechnology & life sciences industry. Here, it helped to avoid index components Allergan and Gilead Sciences, which returned -38% and -29%, respectively. The fund's biggest individual detractor was Oceaneering International, a provider of engineering services to the offshore oil and gas industry. The fund’s foreign investments also dragged on relative performance amid currency fluctuations. Specifically, the U.K.’s June vote to leave the European Union, along with the associated sharp decline in the value of the British pound, weighed on our choices here.

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

Investment Summary (Unaudited)

Top Ten Stocks as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Bank of America Corp. 2.9 1.8 
The Williams Companies, Inc. 2.3 1.7 
Cisco Systems, Inc. 2.2 2.2 
JPMorgan Chase & Co. 2.0 0.0 
Chevron Corp. 1.9 3.0 
Verizon Communications, Inc. 1.7 1.8 
Eurofins Scientific SA 1.7 1.5 
UnitedHealth Group, Inc. 1.6 0.4 
Visa, Inc. Class A 1.5 1.6 
American International Group, Inc. 1.5 1.4 
 19.3  

Top Five Market Sectors as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 19.2 18.2 
Information Technology 18.8 17.4 
Energy 15.6 17.5 
Industrials 10.9 9.8 
Health Care 9.9 9.3 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016* 
   Stocks 96.5% 
   Bonds 0.1% 
   Other Investments 0.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.2% 


 * Foreign investments - 13.4%


As of May 31, 2016* 
   Stocks 98.7% 
   Bonds 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.2% 


 * Foreign investments - 16.9%


Percentages shown as 0.0% may reflect amounts less than 0.05%.

Investments November 30, 2016

Showing Percentage of Net Assets

Common Stocks - 96.5%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 9.4%   
Auto Components - 0.6%   
Magna International, Inc. Class A (sub. vtg.) (a) 274,500 $11,092 
Tenneco, Inc. (b) 134,200 7,911 
  19,003 
Automobiles - 0.3%   
Tesla Motors, Inc. (b) 39,000 7,387 
Distributors - 0.5%   
Pool Corp. 160,400 16,138 
Hotels, Restaurants & Leisure - 1.9%   
ARAMARK Holdings Corp. 1,094,000 37,645 
Domino's Pizza, Inc. 39,200 6,587 
Noodles & Co. (a)(b) 1,142,458 4,798 
Whitbread PLC 227,498 9,860 
  58,890 
Household Durables - 1.0%   
D.R. Horton, Inc. 550,700 15,265 
Toll Brothers, Inc. (b) 474,813 14,083 
  29,348 
Internet & Direct Marketing Retail - 0.9%   
Etsy, Inc. (b) 287,293 3,562 
Priceline Group, Inc. (b) 16,000 24,059 
  27,621 
Leisure Products - 0.3%   
New Academy Holding Co. LLC unit (b)(c)(d) 66,000 7,991 
Media - 0.2%   
WME Entertainment Parent, LLC Class A unit (d)(e) 3,577,796 7,349 
Multiline Retail - 0.5%   
Target Corp. 202,000 15,602 
Specialty Retail - 2.4%   
AutoZone, Inc. (b) 20,800 16,290 
Citi Trends, Inc. 482,366 8,374 
Tiffany & Co., Inc. (a) 330,000 27,218 
TJX Companies, Inc. 265,000 20,760 
  72,642 
Textiles, Apparel & Luxury Goods - 0.8%   
Brunello Cucinelli SpA (a) 822,600 15,649 
Hermes International SCA 22,100 9,121 
  24,770 
TOTAL CONSUMER DISCRETIONARY  286,741 
CONSUMER STAPLES - 3.4%   
Beverages - 0.4%   
Constellation Brands, Inc. Class A (sub. vtg.) 77,000 11,638 
Food & Staples Retailing - 0.3%   
Tesco PLC (b) 3,245,200 8,471 
Food Products - 2.7%   
Amira Nature Foods Ltd. (a)(b) 1,082,352 7,955 
Amplify Snack Brands, Inc. (a)(b) 1,229,313 11,678 
Associated British Foods PLC 386,800 12,341 
General Mills, Inc. 348,300 21,225 
Greencore Group PLC 1,409,000 5,130 
Mead Johnson Nutrition Co. Class A 192,700 13,892 
The Hershey Co. 121,131 11,706 
  83,927 
TOTAL CONSUMER STAPLES  104,036 
ENERGY - 15.3%   
Energy Equipment & Services - 1.5%   
FMC Technologies, Inc. (b) 325,600 11,155 
Helmerich & Payne, Inc. (a) 168,300 12,732 
Oceaneering International, Inc. 585,052 15,592 
Odfjell Drilling A/S (b) 5,127,100 8,100 
  47,579 
Oil, Gas & Consumable Fuels - 13.8%   
Anadarko Petroleum Corp. 474,800 32,832 
Antero Resources Corp. (b) 732,100 17,929 
Cabot Oil & Gas Corp. 711,100 15,730 
Chevron Corp. 520,400 58,056 
Cimarex Energy Co. 126,300 17,414 
ConocoPhillips Co. 899,200 43,629 
Denbury Resources, Inc. (a)(b) 2,486,300 9,398 
Diamondback Energy, Inc. (b) 215,500 23,242 
Energy Transfer Equity LP 918,700 15,645 
EOG Resources, Inc. 252,600 25,897 
GasLog Ltd. (a) 879,998 13,816 
Golar LNG Ltd. (a) 552,600 13,483 
Legacy Reserves LP 771,300 1,485 
Southwestern Energy Co. (b) 510,600 5,795 
Suncor Energy, Inc. 621,500 19,793 
The Williams Companies, Inc. 2,251,900 69,133 
Whiting Petroleum Corp. (b) 479,700 5,862 
Williams Partners LP 843,900 30,802 
  419,941 
TOTAL ENERGY  467,520 
FINANCIALS - 19.2%   
Banks - 9.1%   
Bank of America Corp. 4,140,500 87,449 
First Republic Bank 206,200 16,888 
JPMorgan Chase & Co. 757,200 60,705 
PNC Financial Services Group, Inc. 288,600 31,902 
Regions Financial Corp. 1,990,200 26,947 
SunTrust Banks, Inc. 424,112 22,033 
U.S. Bancorp 621,000 30,814 
  276,738 
Capital Markets - 2.7%   
Apollo Investment Corp. 414,562 2,554 
KKR & Co. LP 1,235,604 18,905 
Morgan Stanley 813,300 33,638 
State Street Corp. 349,900 27,572 
  82,669 
Insurance - 5.6%   
AIA Group Ltd. 2,385,200 14,545 
American International Group, Inc. 705,000 44,648 
Arch Capital Group Ltd. (b) 308,200 25,494 
Chubb Ltd. 309,709 39,643 
First American Financial Corp. 559,800 21,127 
FNF Group 810,900 25,900 
  171,357 
Thrifts & Mortgage Finance - 1.8%   
Housing Development Finance Corp. Ltd. 425,968 7,830 
MGIC Investment Corp. (b) 1,967,300 17,843 
Radian Group, Inc. 1,919,923 27,954 
  53,627 
TOTAL FINANCIALS  584,391 
HEALTH CARE - 9.9%   
Health Care Equipment & Supplies - 2.6%   
Boston Scientific Corp. (b) 1,857,500 38,004 
DexCom, Inc. (b) 68,300 4,459 
Teleflex, Inc. 55,800 8,254 
The Cooper Companies, Inc. 106,441 17,508 
Zeltiq Aesthetics, Inc. (b) 265,382 11,679 
  79,904 
Health Care Providers & Services - 3.1%   
Amplifon SpA (a) 1,041,550 9,990 
Capital Senior Living Corp. (a)(b) 558,100 8,695 
Corvel Corp. (b) 29,534 951 
Premier, Inc. (b) 239,400 7,216 
UnitedHealth Group, Inc. 301,900 47,797 
Universal Health Services, Inc. Class B 154,000 18,945 
  93,594 
Health Care Technology - 0.7%   
HealthStream, Inc. (b) 425,610 10,666 
Medidata Solutions, Inc. (b) 165,500 9,141 
  19,807 
Life Sciences Tools & Services - 2.5%   
Agilent Technologies, Inc. 377,200 16,589 
Eurofins Scientific SA 115,900 50,725 
Illumina, Inc. (b) 67,300 8,960 
  76,274 
Pharmaceuticals - 1.0%   
Catalent, Inc. (b) 724,193 17,330 
Prestige Brands Holdings, Inc. (b) 300,000 14,271 
  31,601 
TOTAL HEALTH CARE  301,180 
INDUSTRIALS - 10.9%   
Aerospace & Defense - 4.1%   
General Dynamics Corp. 194,400 34,088 
KEYW Holding Corp. (a)(b) 1,576,737 19,757 
Northrop Grumman Corp. 70,700 17,650 
Space Exploration Technologies Corp. Class A (b)(d) 40,909 4,254 
Teledyne Technologies, Inc. (b) 112,800 14,085 
Textron, Inc. 426,600 19,636 
TransDigm Group, Inc. 61,600 15,488 
  124,958 
Air Freight & Logistics - 2.4%   
C.H. Robinson Worldwide, Inc. (a) 244,600 18,308 
Expeditors International of Washington, Inc. 205,000 10,812 
FedEx Corp. 127,600 24,457 
Hub Group, Inc. Class A (b) 207,916 8,909 
PostNL NV (b) 2,339,400 11,529 
  74,015 
Commercial Services & Supplies - 1.0%   
KAR Auction Services, Inc. 283,900 11,969 
Stericycle, Inc. (b) 125,800 9,180 
U.S. Ecology, Inc. 193,056 8,967 
  30,116 
Construction & Engineering - 0.6%   
Jacobs Engineering Group, Inc. (b) 268,644 16,659 
Electrical Equipment - 0.4%   
Melrose Industries PLC 4,653,496 10,670 
Machinery - 0.5%   
Pentair PLC 124,900 7,177 
Rational AG 21,300 9,378 
  16,555 
Road & Rail - 0.9%   
Genesee & Wyoming, Inc. Class A (b) 227,300 17,366 
Kansas City Southern 108,100 9,590 
  26,956 
Trading Companies & Distributors - 1.0%   
Rush Enterprises, Inc. Class A (b) 294,100 8,897 
United Rentals, Inc. (b) 215,900 21,830 
  30,727 
TOTAL INDUSTRIALS  330,656 
INFORMATION TECHNOLOGY - 18.8%   
Communications Equipment - 3.0%   
Brocade Communications Systems, Inc. 1,073,600 13,248 
Cisco Systems, Inc. 2,237,900 66,734 
Juniper Networks, Inc. 392,700 10,815 
  90,797 
Electronic Equipment & Components - 1.8%   
Amphenol Corp. Class A 280,182 19,125 
CDW Corp. 226,900 11,626 
IPG Photonics Corp. (b) 149,000 14,292 
Keysight Technologies, Inc. (b) 290,000 10,681 
  55,724 
Internet Software & Services - 3.3%   
Akamai Technologies, Inc. (b) 375,300 25,033 
Alphabet, Inc.:   
Class A (b) 18,300 14,199 
Class C (b) 17,700 13,417 
Endurance International Group Holdings, Inc. (b) 1,110,200 8,826 
Facebook, Inc. Class A (b) 182,800 21,647 
GoDaddy, Inc. (a)(b) 489,700 17,306 
  100,428 
IT Services - 4.0%   
First Data Corp. (f) 1,067,762 15,557 
First Data Corp. Class A (b) 1,372,000 19,990 
FleetCor Technologies, Inc. (b) 74,400 11,111 
Leidos Holdings, Inc. 178,000 9,114 
PayPal Holdings, Inc. (b) 557,200 21,887 
Visa, Inc. Class A 578,100 44,699 
  122,358 
Semiconductors & Semiconductor Equipment - 3.2%   
Broadcom Ltd. 106,600 18,174 
Lam Research Corp. 97,200 10,305 
Linear Technology Corp. 155,800 9,742 
Maxim Integrated Products, Inc. 302,200 11,867 
Qualcomm, Inc. 556,400 37,908 
Xilinx, Inc. 157,800 8,518 
  96,514 
Software - 2.3%   
ANSYS, Inc. (b) 131,500 12,365 
Aspen Technology, Inc. (b) 531,000 28,053 
Citrix Systems, Inc. (b) 207,300 17,979 
Mobileye NV (b) 330,000 12,286 
Trion World Network, Inc. (b)(d) 1,062,359 96 
Trion World Network, Inc.:   
warrants 8/10/17 (b)(d) 28,722 
warrants 10/3/18 (b)(d) 42,310 
  70,779 
Technology Hardware, Storage & Peripherals - 1.2%   
Apple, Inc. 315,700 34,891 
TOTAL INFORMATION TECHNOLOGY  571,491 
MATERIALS - 3.4%   
Chemicals - 2.1%   
Albemarle Corp. U.S. 168,200 14,765 
LyondellBasell Industries NV Class A 202,600 18,299 
Potash Corp. of Saskatchewan, Inc. 514,800 9,389 
PPG Industries, Inc. 206,000 19,762 
  62,215 
Metals & Mining - 1.3%   
Franco-Nevada Corp. 143,800 8,353 
Freeport-McMoRan, Inc. 838,200 12,866 
Newcrest Mining Ltd. 541,982 7,704 
Novagold Resources, Inc. (b) 2,591,580 11,884 
  40,807 
TOTAL MATERIALS  103,022 
REAL ESTATE - 0.8%   
Equity Real Estate Investment Trusts (REITs) - 0.5%   
Cousins Properties, Inc. 901,553 7,131 
Parkway, Inc. (b) 112,694 2,209 
VEREIT, Inc. 471,400 3,908 
  13,248 
Real Estate Management & Development - 0.3%   
Realogy Holdings Corp. 414,300 10,005 
TOTAL REAL ESTATE  23,253 
TELECOMMUNICATION SERVICES - 1.7%   
Diversified Telecommunication Services - 1.7%   
Verizon Communications, Inc. 1,065,485 53,168 
UTILITIES - 3.7%   
Electric Utilities - 3.7%   
Alliant Energy Corp. 498,200 17,895 
Duke Energy Corp. 340,003 25,082 
Exelon Corp. 609,400 19,812 
IDACORP, Inc. 260,800 19,860 
OGE Energy Corp. 265,200 8,394 
Xcel Energy, Inc. 557,200 21,736 
  112,779 
TOTAL COMMON STOCKS   
(Cost $2,511,523)  2,938,237 
 Principal Amount (000s) Value (000s) 
Corporate Bonds - 0.1%   
Convertible Bonds - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Software - 0.0%   
Trion World Network, Inc. 12% 10/10/19 pay-in-kind (d)(g) 401 176 
Nonconvertible Bonds - 0.1%   
ENERGY - 0.1%   
Energy Equipment & Services - 0.1%   
Pacific Drilling V Ltd. 7.25% 12/1/17 (f) 9,250 3,978 
TOTAL CORPORATE BONDS   
(Cost $8,116)  4,154 
 Shares Value (000s) 
Other - 0.2%   
ENERGY - 0.2%   
Oil, Gas & Consumable Fuels - 0.2%   
Utica Shale Drilling Program (non-operating revenue interest) unit (d)(e)   
(Cost $5,578) 5,578,436 5,578 
Money Market Funds - 4.8%   
Fidelity Cash Central Fund, 0.39% (h) 58,473,566 58,485 
Fidelity Securities Lending Cash Central Fund 0.48% (h)(i) 86,330,619 86,348 
TOTAL MONEY MARKET FUNDS   
(Cost $144,818)  144,833 
TOTAL INVESTMENT PORTFOLIO - 101.6%   
(Cost $2,670,035)  3,092,802 
NET OTHER ASSETS (LIABILITIES) - (1.6)%  (48,107) 
NET ASSETS - 100%  $3,044,695 

Values shown as $0 may reflect amounts less than $500.

Legend

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

 (b) Non-income producing

 (c) Investment is owned by an entity that is treated as a U.S. Corporation for tax purposes in which the Fund holds a percentage ownership.

 (d) 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 $25,444,000 or 0.8% of net assets.

 (e) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $19,535,000 or 0.6% of net assets.

 (g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
New Academy Holding Co. LLC unit 8/1/11 $6,956 
Space Exploration Technologies Corp. Class A 4/8/16 $3,944 
Trion World Network, Inc. 8/22/08 - 3/20/13 $5,798 
Trion World Network, Inc. warrants 8/10/17 8/10/10 $0 
Trion World Network, Inc. warrants 10/3/18 10/10/13 $0 
Trion World Network, Inc. 12% 10/10/19 pay-in-kind 10/10/13 - 10/10/16 $401 
Utica Shale Drilling Program (non-operating revenue interest) unit 10/5/16 - 11/4/16 $5,578 
WME Entertainment Parent, LLC Class A unit 8/16/16 $7,349 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $259 
Fidelity Securities Lending Cash Central Fund 1,997 
Total $2,256 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $286,741 $271,401 $-- $15,340 
Consumer Staples 104,036 95,565 8,471 -- 
Energy 467,520 467,520 -- -- 
Financials 584,391 576,561 7,830 -- 
Health Care 301,180 301,180 -- -- 
Industrials 330,656 326,402 -- 4,254 
Information Technology 571,491 571,395 -- 96 
Materials 103,022 95,318 7,704 -- 
Real Estate 23,253 23,253 -- -- 
Telecommunication Services 53,168 53,168 -- -- 
Utilities 112,779 112,779 -- -- 
Corporate Bonds 4,154 -- 3,978 176 
Other 5,578 -- -- 5,578 
Money Market Funds 144,833 144,833 -- -- 
Total Investments in Securities: $3,092,802 $3,039,375 $27,983 $25,444 

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 86.6% 
Canada 2.0% 
Bermuda 1.9% 
Luxembourg 1.7% 
Netherlands 1.4% 
United Kingdom 1.4% 
Switzerland 1.3% 
Others (Individually Less Than 1%) 3.7% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)  November 30, 2016 
Assets   
Investment in securities, at value (including securities loaned of $88,268) — See accompanying schedule:
Unaffiliated issuers (cost $2,525,217) 
$2,947,969  
Fidelity Central Funds (cost $144,818) 144,833  
Total Investments (cost $2,670,035)  $3,092,802 
Cash  
Receivable for investments sold  46,754 
Receivable for fund shares sold  1,966 
Dividends receivable  4,289 
Interest receivable  342 
Distributions receivable from Fidelity Central Funds  86 
Prepaid expenses  
Other receivables  242 
Total assets  3,146,495 
Liabilities   
Payable for investments purchased $12,579  
Payable for fund shares redeemed 1,453  
Accrued management fee 906  
Other affiliated payables 457  
Other payables and accrued expenses 81  
Collateral on securities loaned, at value 86,324  
Total liabilities  101,800 
Net Assets  $3,044,695 
Net Assets consist of:   
Paid in capital  $2,443,396 
Undistributed net investment income  30,997 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  147,538 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  422,764 
Net Assets, for 81,068 shares outstanding  $3,044,695 
Net Asset Value, offering price and redemption price per share ($3,044,695 ÷ 81,068 shares)  $37.56 

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


Statement of Operations

Amounts in thousands  Year ended November 30, 2016 
Investment Income   
Dividends  $49,430 
Interest  2,375 
Income from Fidelity Central Funds  2,256 
Total income  54,061 
Expenses   
Management fee   
Basic fee $17,781  
Performance adjustment (6,532)  
Transfer agent fees 4,670  
Accounting and security lending fees 893  
Custodian fees and expenses 68  
Independent trustees' fees and expenses 13  
Registration fees 39  
Audit 105  
Legal  
Miscellaneous 28  
Total expenses before reductions 17,074  
Expense reductions (120) 16,954 
Net investment income (loss)  37,107 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 153,929  
Fidelity Central Funds 12  
Foreign currency transactions (34)  
Total net realized gain (loss)  153,907 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
36,889  
Total change in net unrealized appreciation (depreciation)  36,889 
Net gain (loss)  190,796 
Net increase (decrease) in net assets resulting from operations  $227,903 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended November 30, 2016 Year ended November 30, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $37,107 $37,763 
Net realized gain (loss) 153,907 390,376 
Change in net unrealized appreciation (depreciation) 36,889 (433,579) 
Net increase (decrease) in net assets resulting from operations 227,903 (5,440) 
Distributions to shareholders from net investment income (29,142) (27,989) 
Distributions to shareholders from net realized gain (323,806) (279,891) 
Total distributions (352,948) (307,880) 
Share transactions   
Proceeds from sales of shares 164,269 332,339 
Reinvestment of distributions 337,203 294,067 
Cost of shares redeemed (644,660) (1,281,999) 
Net increase (decrease) in net assets resulting from share transactions (143,188) (655,593) 
Total increase (decrease) in net assets (268,233) (968,913) 
Net Assets   
Beginning of period 3,312,928 4,281,841 
End of period $3,044,695 $3,312,928 
Other Information   
Undistributed net investment income end of period $30,997 $27,454 
Shares   
Sold 4,743 8,503 
Issued in reinvestment of distributions 10,236 7,811 
Redeemed (18,882) (33,051) 
Net increase (decrease) (3,903) (16,737) 

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


Financial Highlights — Fidelity New Millennium Fund

Years ended November 30, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $38.99 $42.10 $40.16 $32.83 $29.63 
Income from Investment Operations      
Net investment income (loss)A .43 .39 .38B .23 .32 
Net realized and unrealized gain (loss) 2.31 (.46) 3.89 10.14 3.85 
Total from investment operations 2.74 (.07) 4.27 10.37 4.17 
Distributions from net investment income (.35) (.28) (.19) (.37) (.13) 
Distributions from net realized gain (3.82) (2.76) (2.13) (2.67) (.84) 
Total distributions (4.17) (3.04) (2.33)C (3.04) (.97) 
Net asset value, end of period $37.56 $38.99 $42.10 $40.16 $32.83 
Total ReturnD 8.57% .08% 11.31% 34.78% 14.63% 
Ratios to Average Net AssetsE,F      
Expenses before reductions .57% .72% .82% .88% .96% 
Expenses net of fee waivers, if any .57% .72% .82% .88% .96% 
Expenses net of all reductions .57% .71% .81% .87% .96% 
Net investment income (loss) 1.25% 1.00% .92%B .65% 1.02% 
Supplemental Data      
Net assets, end of period (in millions) $3,045 $3,313 $4,282 $2,826 $2,001 
Portfolio turnover rateG 44% 57% 44% 49% 71% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .59%.

 C Total distributions of $2.33 per share is comprised of distributions from net investment income of $.192 and distributions from net realized gain of $2.133 per share.

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

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

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


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


Notes to Financial Statements

For the period ended November 30, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity New Millennium Fund (the Fund) is a fund of Fidelity Mt. Vernon Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2016 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $622,257 
Gross unrealized depreciation (196,730) 
Net unrealized appreciation (depreciation) on securities $425,527 

Tax Cost $2,667,275 

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

Undistributed ordinary income $31,710 
Undistributed long-term capital gain $145,976 
Net unrealized appreciation (depreciation) on securities and other investments $423,615 

The tax character of distributions paid was as follows:

 November 30, 2016 November 30, 2015 
Ordinary Income $29,142 $ 44,620 
Long-term Capital Gains 323,806 263,260 
Total $352,948 $ 307,880 

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.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $12,927 in these Subsidiaries, representing .42% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,291,246 and $1,800,549, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .38% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Effective February 1, 2017, the Board of Trustees approved a reduction in the individual fund fee rate from .35% to .30%.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .16% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $32 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 Fidelity Management & Research Company (FMR) or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $7,128 .60% $-(a) 

 (a) In the amount of less than five hundred dollars


Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $8 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $79. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,997, including $32 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $97 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $23.

9. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity New Millennium Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity New Millennium Fund (a fund of Fidelity Mt. Vernon Street Trust) at November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fidelity New Millennium Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2016 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 18, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Actual .56% $1,000.00 $1,078.70 $2.91-C 
Hypothetical-D  $1,000.00 $1,022.20 $2.83-C 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

 C If fees and changes to the Fund's Management Fee effective February 1, 2017 had been in effect during the entire period, the annualized expense ratio would have been .51% and the expenses paid in the actual and hypothetical examples above would have been $2.65 and $2.58, respectively.

 D 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of New Millennium Fund voted to pay on December 28, 2016, to shareholders of record at the opening of business on December 27, 2016, a distribution of $1.819 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.426 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2016, $150,972,948, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity New Millennium Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity New Millennium Fund


The Board has discussed the fund's underperformance with FMR and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance.

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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity New Millennium Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

NMF-ANN-0117
1.539033.119


Fidelity® Series Growth Company Fund

Fidelity® Series Growth Company Fund
Class F



Annual Report

November 30, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544, or for Class F, call 1-800-835-5092, to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2017 FMR LLC. All rights reserved.



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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended November 30, 2016 Past 1 year Life of fundA 
Fidelity® Series Growth Company Fund 3.38% 10.65% 
Class F 3.54% 10.83% 

 A From November 7, 2013


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Growth Company Fund, a class of the fund, on November 7, 2013, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Growth Index performed over the same period.


Period Ending Values

$13,637Fidelity® Series Growth Company Fund

$13,395Russell 3000® Growth Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 8.06% for the 12 months ending November 30, 2016, rising sharply in the final month on post-election optimism for economic growth. The period began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained positive momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. For the year, 10 of the 11 sectors in the S&P 500 advanced, with six posting double-digit gains. Telecommunication services (+16%) led the way, its strength attributable to demand for dividend-paying equities early in the period, as well as to company-specific news. Cyclical sectors including industrials (+15%), financials (+14%), energy (+13%) and materials (+12%) posted strong gains, the latter two driven by a rebound in commodity prices. Conversely, real estate (+1%) lagged the index due to a late-period slump related to expectations for rising interest rates. Consumer discretionary (+3%) also underperformed, as competitive pressure continued to weigh on brick-and-mortar retailers.

Comments from Portfolio Manager Steven Wymer:  For the year, the fund’s share classes returned roughly 3.5%, underperforming the 4.25% gain of the benchmark Russell 3000 Growth Index. Versus the benchmark, positioning in the pharmaceuticals, biotechnology & life sciences industry weighed most on the fund’s performance. In general, stocks here suffered amid concerns about drug pricing and political scrutiny of drug-pricing practices. The fund’s biggest relative detractor was drugmaker Alnylam Pharmaceuticals, which specializes in genetically defined diseases. Its stock returned -58% for the year, losing half its value in a single day on news the firm was discontinuing a key drug after 18 patients died in a late-stage clinical trial. Another major fund laggard was Regeneron Pharmaceuticals (-30%). The firm faced concerns about slowing sales growth of its drug Eylea, which treats macular (retinal) degeneration. Turning to the positive, security selection in semiconductors & semiconductor equipment was a big plus. The fund’s largest relative contributor by far was graphics chipset maker Nvidia, a top holding. Its share price more than doubled this period, boosted by consecutive quarters of the firm's better-than-expected financial results.

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

Investment Summary (Unaudited)

Top Ten Stocks as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
NVIDIA Corp. 7.7 4.7 
Apple, Inc. 4.8 4.2 
Amazon.com, Inc. 4.6 4.4 
Alphabet, Inc. Class A 3.9 4.0 
Facebook, Inc. Class A 3.0 3.3 
Salesforce.com, Inc. 3.0 4.7 
adidas AG 2.2 1.2 
Microsoft Corp. 2.2 1.4 
Alphabet, Inc. Class C 1.9 2.0 
Alkermes PLC 1.6 1.2 
 34.9  

Top Five Market Sectors as of November 30, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 40.5 38.0 
Consumer Discretionary 20.0 21.0 
Health Care 18.6 18.0 
Industrials 6.9 7.6 
Consumer Staples 6.1 8.8 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of November 30, 2016 * 
   Stocks 97.9% 
   Convertible Securities 1.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.4% 


 * Foreign investments - 9.1%


As of May 31, 2016 * 
   Stocks 98.0% 
   Convertible Securities 1.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.4% 


 * Foreign investments - 7.9%


Investments November 30, 2016

Showing Percentage of Net Assets

Common Stocks - 97.9%   
 Shares Value 
CONSUMER DISCRETIONARY - 19.9%   
Auto Components - 0.0%   
Adient PLC (a) 16,899 $905,110 
Automobiles - 0.7%   
Tesla Motors, Inc. (a) 403,600 76,441,840 
Hotels, Restaurants & Leisure - 3.2%   
Buffalo Wild Wings, Inc. (a) 174,400 29,403,840 
China Lodging Group Ltd. ADR 136,500 7,149,870 
Chipotle Mexican Grill, Inc. (a) 42,500 16,844,025 
Dave & Buster's Entertainment, Inc. (a) 109,000 5,106,650 
Del Taco Restaurants, Inc. (a) 412,400 5,988,048 
Domino's Pizza, Inc. 84,000 14,115,360 
Dunkin' Brands Group, Inc. 128,800 6,992,552 
Hyatt Hotels Corp. Class A (a) 61,000 3,131,740 
Las Vegas Sands Corp. 278,600 17,459,862 
McDonald's Corp. 406,000 48,423,620 
Panera Bread Co. Class A (a)(b) 91,500 19,408,065 
Papa John's International, Inc. 307,200 27,144,192 
Shake Shack, Inc. Class A (a)(b) 53,900 1,987,832 
Starbucks Corp. 1,437,600 83,337,672 
Wingstop, Inc. 99,900 3,065,931 
Yum China Holdings, Inc. 742,000 20,865,040 
Yum! Brands, Inc. 367,700 23,308,503 
  333,732,802 
Household Durables - 0.1%   
Newell Brands, Inc. 74,898 3,520,955 
Sony Corp. sponsored ADR 372,400 10,825,668 
  14,346,623 
Internet & Direct Marketing Retail - 7.0%   
Amazon.com, Inc. (a) 631,899 474,284,432 
Ctrip.com International Ltd. ADR (a) 404,200 18,281,966 
Etsy, Inc. (a) 68,700 851,880 
Expedia, Inc. 318,600 39,522,330 
Groupon, Inc. Class A (a) 2,948,100 11,703,957 
JD.com, Inc. sponsored ADR (a) 103,300 2,775,671 
Netflix, Inc. (a) 586,900 68,667,300 
Priceline Group, Inc. (a) 39,900 59,996,832 
The Honest Co., Inc. (a)(c) 9,496 295,983 
TripAdvisor, Inc. (a) 39,600 1,911,888 
Vipshop Holdings Ltd. ADR (a) 1,409,600 15,815,712 
Wayfair LLC Class A (a)(b) 828,501 30,198,861 
  724,306,812 
Leisure Products - 0.1%   
Callaway Golf Co. 740,900 9,001,935 
NJOY, Inc. (a)(c) 881,087 
  9,001,944 
Media - 1.6%   
Comcast Corp. Class A 1,551,200 107,823,912 
Lions Gate Entertainment Corp. (b) 74,200 1,736,280 
The Walt Disney Co. 536,000 53,128,320 
Twenty-First Century Fox, Inc. Class A 133,500 3,752,685 
  166,441,197 
Multiline Retail - 0.3%   
Dollar General Corp. 76,600 5,922,712 
Dollar Tree, Inc. (a) 174,400 15,375,104 
Target Corp. 88,600 6,843,464 
  28,141,280 
Specialty Retail - 1.5%   
AutoNation, Inc. (a) 106,800 4,769,688 
CarMax, Inc. (a)(b) 95,448 5,515,940 
DavidsTea, Inc. (a) 303,200 2,895,560 
Home Depot, Inc. 747,400 96,713,560 
L Brands, Inc. 204,800 14,381,056 
Restoration Hardware Holdings, Inc. (a) 644,745 23,243,057 
TJX Companies, Inc. 114,200 8,946,428 
  156,465,289 
Textiles, Apparel & Luxury Goods - 5.4%   
adidas AG 1,577,548 232,425,737 
Aritzia LP (a) 476,700 6,245,753 
Columbia Sportswear Co. 52,900 3,008,423 
Kate Spade & Co. (a) 1,087,734 16,152,850 
lululemon athletica, Inc. (a) 2,670,800 152,208,892 
NIKE, Inc. Class B 1,093,500 54,751,545 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 2,973,600 67,738,608 
Tory Burch LLC unit (a)(c)(d) 248,840 13,820,574 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 136,700 4,210,360 
Class C (non-vtg.) 136,859 3,528,225 
VF Corp. 180,600 9,844,506 
  563,935,473 
TOTAL CONSUMER DISCRETIONARY  2,073,718,370 
CONSUMER STAPLES - 6.1%   
Beverages - 2.4%   
Constellation Brands, Inc. Class A (sub. vtg.) 106,800 16,141,752 
Dr. Pepper Snapple Group, Inc. 60,300 5,230,422 
Monster Beverage Corp. (a) 2,652,500 118,699,375 
PepsiCo, Inc. 338,800 33,913,880 
The Coca-Cola Co. 1,776,700 71,689,845 
  245,675,274 
Food & Staples Retailing - 1.2%   
Costco Wholesale Corp. 410,000 61,545,100 
CVS Health Corp. 308,900 23,751,321 
Drogasil SA 798,800 15,231,771 
Kroger Co. 121,100 3,911,530 
Sprouts Farmers Market LLC (a) 21,700 434,217 
Walgreens Boots Alliance, Inc. 196,000 16,607,080 
Whole Foods Market, Inc. 214,500 6,518,655 
  127,999,674 
Food Products - 0.7%   
Campbell Soup Co. 44,900 2,554,361 
General Mills, Inc. 55,600 3,388,264 
Mead Johnson Nutrition Co. Class A 318,500 22,960,665 
Mondelez International, Inc. 206,800 8,528,432 
The Hain Celestial Group, Inc. (a) 112,000 4,389,280 
The Hershey Co. 91,800 8,871,552 
The Kraft Heinz Co. 153,800 12,557,770 
Tyson Foods, Inc. Class A 122,000 6,930,820 
  70,181,144 
Household Products - 0.3%   
Church & Dwight Co., Inc. 273,100 11,959,049 
Colgate-Palmolive Co. 146,900 9,582,287 
Kimberly-Clark Corp. 85,700 9,907,777 
Procter & Gamble Co. 44,400 3,661,224 
  35,110,337 
Personal Products - 0.7%   
Coty, Inc. Class A 2,658,400 49,738,664 
Herbalife Ltd. (a) 477,500 23,411,825 
  73,150,489 
Tobacco - 0.8%   
Altria Group, Inc. 834,500 53,349,585 
Japan Tobacco, Inc. 139,500 4,836,268 
Philip Morris International, Inc. 153,700 13,568,636 
Reynolds American, Inc. 294,482 15,931,476 
  87,685,965 
TOTAL CONSUMER STAPLES  639,802,883 
ENERGY - 2.7%   
Energy Equipment & Services - 0.8%   
Baker Hughes, Inc. 663,700 42,695,821 
Halliburton Co. 164,800 8,749,232 
Schlumberger Ltd. 62,300 5,236,315 
U.S. Silica Holdings, Inc. 481,700 24,378,837 
  81,060,205 
Oil, Gas & Consumable Fuels - 1.9%   
Anadarko Petroleum Corp. 144,400 9,985,260 
Cabot Oil & Gas Corp. 454,200 10,046,904 
Concho Resources, Inc. (a) 191,000 27,316,820 
Continental Resources, Inc. (a) 219,100 12,709,991 
EOG Resources, Inc. 459,100 47,066,932 
Hess Corp. 88,500 4,952,460 
Noble Energy, Inc. 353,800 13,501,008 
PDC Energy, Inc. (a) 159,738 11,892,494 
Pioneer Natural Resources Co. 190,893 36,468,199 
Range Resources Corp. 469,200 16,506,456 
Valero Energy Corp. 78,900 4,857,084 
  195,303,608 
TOTAL ENERGY  276,363,813 
FINANCIALS - 2.4%   
Banks - 1.0%   
Citigroup, Inc. 183,500 10,347,565 
HDFC Bank Ltd. sponsored ADR 472,711 30,499,314 
JPMorgan Chase & Co. 617,300 49,488,941 
Signature Bank (a) 19,900 2,983,209 
Wells Fargo & Co. 264,400 13,992,048 
  107,311,077 
Capital Markets - 1.3%   
BlackRock, Inc. Class A 131,500 48,758,885 
BM&F BOVESPA SA 1,664,900 8,176,694 
Charles Schwab Corp. 2,015,100 77,903,766 
RPI International Holdings LP (c) 35,220 4,615,933 
  139,455,278 
Consumer Finance - 0.1%   
American Express Co. 80,500 5,799,220 
Discover Financial Services 38,058 2,579,191 
  8,378,411 
TOTAL FINANCIALS  255,144,766 
HEALTH CARE - 18.1%   
Biotechnology - 13.7%   
AbbVie, Inc. 310,300 18,866,240 
AbbVie, Inc. (e) 176,584 10,628,944 
ACADIA Pharmaceuticals, Inc. (a) 1,185,574 31,998,642 
Adaptimmune Therapeutics PLC sponsored ADR (a) 207,000 863,190 
Adverum Biotechnologies, Inc. (a) 293,300 835,905 
Agios Pharmaceuticals, Inc. (a)(b) 449,528 26,167,025 
Aimmune Therapeutics, Inc. (a) 65,500 1,486,850 
Alder Biopharmaceuticals, Inc. (a) 143,700 3,384,135 
Alexion Pharmaceuticals, Inc. (a) 539,500 66,137,305 
Alkermes PLC (a) 2,915,659 165,696,901 
Alnylam Pharmaceuticals, Inc. (a) 1,429,466 62,710,673 
Amgen, Inc. 545,700 78,618,999 
Array BioPharma, Inc. (a) 1,877,900 15,201,601 
aTyr Pharma, Inc. (a) 166,974 517,619 
BeiGene Ltd. ADR (b) 545,998 17,308,137 
Biogen, Inc. (a) 102,900 30,259,803 
bluebird bio, Inc. (a)(b) 729,481 44,024,178 
Celgene Corp. (a) 366,900 43,481,319 
Celldex Therapeutics, Inc. (a) 1,607,843 6,125,882 
Cellectis SA sponsored ADR (a) 215,400 3,631,644 
Chimerix, Inc. (a) 870,731 4,257,875 
Coherus BioSciences, Inc. (a)(b) 623,500 16,772,150 
Corvus Pharmaceuticals, Inc. 102,900 1,587,747 
CytomX Therapeutics, Inc. (a) 203,638 2,268,527 
CytomX Therapeutics, Inc. (e) 207,739 2,314,212 
Dicerna Pharmaceuticals, Inc. (a) 263,028 783,823 
Editas Medicine, Inc. 380,862 5,434,901 
Exelixis, Inc. (a) 5,481,284 92,743,325 
Fate Therapeutics, Inc. (a) 222,273 653,483 
Five Prime Therapeutics, Inc. (a) 344,400 19,809,888 
Galapagos Genomics NV sponsored ADR (a) 348,834 20,623,066 
Genocea Biosciences, Inc. (a) 148,100 595,362 
Gilead Sciences, Inc. 843,700 62,180,690 
Global Blood Therapeutics, Inc. (a) 198,664 3,804,416 
Heron Therapeutics, Inc. (a) 275,451 4,228,173 
Intellia Therapeutics, Inc. (a)(b) 391,238 6,161,999 
Intercept Pharmaceuticals, Inc. (a) 47,700 4,823,424 
Intrexon Corp. (a) 179,500 5,237,810 
Ionis Pharmaceuticals, Inc. (a) 2,371,282 103,767,300 
Ironwood Pharmaceuticals, Inc. Class A (a) 1,769,456 27,612,361 
Lexicon Pharmaceuticals, Inc. (a) 2,036,777 31,020,114 
Macrogenics, Inc. (a) 47,443 1,230,197 
Merrimack Pharmaceuticals, Inc. (a)(b) 2,480,200 13,665,902 
Momenta Pharmaceuticals, Inc. (a) 1,641,795 23,231,399 
Opko Health, Inc. (a)(b) 131,674 1,368,093 
PhaseRx, Inc. (b) 108,100 227,010 
Protagonist Therapeutics, Inc. 78,767 1,965,237 
Prothena Corp. PLC (a) 637,420 37,620,528 
Regeneron Pharmaceuticals, Inc. (a) 367,100 139,219,004 
Regulus Therapeutics, Inc. (a) 922,740 2,260,713 
Rigel Pharmaceuticals, Inc. (a) 2,460,223 6,396,580 
Sage Therapeutics, Inc. (a) 559,826 28,052,881 
Seattle Genetics, Inc. (a) 1,013,417 65,679,556 
Seres Therapeutics, Inc. (a)(b) 395,592 3,951,964 
Seres Therapeutics, Inc. (e) 142,139 1,419,969 
Shire PLC sponsored ADR 31,085 5,427,441 
Spark Therapeutics, Inc. (a) 105,200 5,787,052 
Syros Pharmaceuticals, Inc. 237,460 3,224,707 
Syros Pharmaceuticals, Inc. 301,001 3,883,214 
TESARO, Inc. (a) 36,800 4,993,392 
Ultragenyx Pharmaceutical, Inc. (a) 241,300 18,891,377 
Versartis, Inc. (a) 165,833 2,064,621 
Vertex Pharmaceuticals, Inc. (a) 108,100 8,822,041 
  1,424,008,516 
Health Care Equipment & Supplies - 1.5%   
Abbott Laboratories 171,000 6,509,970 
Align Technology, Inc. (a) 50,734 4,720,799 
Baxter International, Inc. 158,100 7,014,897 
Danaher Corp. 445,200 34,801,284 
DexCom, Inc. (a) 168,400 10,994,836 
Entellus Medical, Inc. (a)(b) 128,800 2,373,784 
Genmark Diagnostics, Inc. (a) 436,900 5,076,778 
Insulet Corp. (a) 610,720 20,550,728 
Intuitive Surgical, Inc. (a) 29,807 19,187,958 
Novocure Ltd. (a)(b) 428,400 3,320,100 
Novocure Ltd. (e) 149,451 1,158,245 
Penumbra, Inc. (a) 376,976 23,334,814 
Presbia PLC (a) 349,774 1,532,010 
St. Jude Medical, Inc. 123,700 9,797,040 
Zeltiq Aesthetics, Inc. (a)(b) 135,400 5,958,954 
  156,332,197 
Health Care Providers & Services - 0.9%   
Cardinal Health, Inc. 229,000 16,261,290 
Express Scripts Holding Co. (a) 111,400 8,453,032 
Laboratory Corp. of America Holdings (a) 56,400 7,097,940 
McKesson Corp. 140,300 20,176,543 
UnitedHealth Group, Inc. 260,100 41,179,032 
  93,167,837 
Health Care Technology - 0.3%   
athenahealth, Inc. (a)(b) 232,800 22,022,880 
Castlight Health, Inc. Class B (a)(b) 758,900 3,528,885 
Cerner Corp. (a) 68,600 3,414,908 
  28,966,673 
Life Sciences Tools & Services - 0.1%   
Divi's Laboratories Ltd. 35,223 602,464 
Illumina, Inc. (a) 54,062 7,197,815 
  7,800,279 
Pharmaceuticals - 1.6%   
Adimab LLC unit (a)(c)(d) 762,787 18,337,399 
Allergan PLC 93,193 18,107,400 
Avexis, Inc. 279,300 16,512,216 
Bristol-Myers Squibb Co. 855,800 48,301,352 
Castle Creek Pharmaceuticals, LLC Class A-2 unit (c)(d) 13,511 4,458,630 
Cempra, Inc. (a) 118,800 772,200 
Endocyte, Inc. (a)(b) 578,500 1,538,810 
Intra-Cellular Therapies, Inc. (a) 967,598 13,488,316 
Jazz Pharmaceuticals PLC (a) 135,500 14,041,865 
Kolltan Pharmaceuticals, Inc. rights (a) 1,692,030 284,261 
Mylan N.V. (a) 36,900 1,350,909 
Stemcentrx, Inc. rights 12/31/21 (a) 568,100 1,567,956 
Teva Pharmaceutical Industries Ltd. sponsored ADR 198,900 7,498,530 
The Medicines Company (a) 589,123 20,678,217 
Theravance Biopharma, Inc. (a) 92,900 2,586,336 
  169,524,397 
TOTAL HEALTH CARE  1,879,799,899 
INDUSTRIALS - 6.7%   
Aerospace & Defense - 0.8%   
Lockheed Martin Corp. 163,400 43,341,850 
Northrop Grumman Corp. 22,100 5,517,265 
Space Exploration Technologies Corp. Class A (a)(c) 98,001 10,191,124 
The Boeing Co. 191,100 28,772,016 
  87,822,255 
Air Freight & Logistics - 0.4%   
FedEx Corp. 32,900 6,305,943 
United Parcel Service, Inc. Class B 334,800 38,810,016 
  45,115,959 
Airlines - 2.6%   
Allegiant Travel Co. 116,300 19,003,420 
Delta Air Lines, Inc. 400,900 19,315,362 
InterGlobe Aviation Ltd. (a) 191,918 2,404,774 
JetBlue Airways Corp. (a) 2,902,600 58,313,234 
Ryanair Holdings PLC sponsored ADR 164,510 13,134,478 
Southwest Airlines Co. 924,200 43,076,962 
Spirit Airlines, Inc. (a) 670,400 37,274,240 
United Continental Holdings, Inc. (a) 756,400 52,153,780 
Wheels Up Partners Holdings LLC Series B unit (a)(c)(d) 1,843,115 4,957,979 
Wizz Air Holdings PLC (a) 938,442 19,679,234 
  269,313,463 
Building Products - 0.1%   
Tyco International Ltd. 161,996 7,286,580 
Electrical Equipment - 0.3%   
AMETEK, Inc. 25,600 1,212,160 
Eaton Corp. PLC 154,900 10,302,399 
Emerson Electric Co. 135,500 7,647,620 
Fortive Corp. 222,600 12,240,774 
  31,402,953 
Industrial Conglomerates - 0.9%   
3M Co. 293,600 50,422,864 
Honeywell International, Inc. 385,100 43,878,294 
  94,301,158 
Machinery - 1.3%   
Caterpillar, Inc. 865,800 82,735,848 
Cummins, Inc. 42,500 6,025,650 
Deere & Co. 112,700 11,292,540 
Illinois Tool Works, Inc. 106,100 13,281,598 
Wabtec Corp. 72,500 6,138,575 
Xylem, Inc. 228,300 11,775,714 
  131,249,925 
Road & Rail - 0.3%   
Union Pacific Corp. 264,500 26,801,785 
TOTAL INDUSTRIALS  693,294,078 
INFORMATION TECHNOLOGY - 39.6%   
Communications Equipment - 0.4%   
Arista Networks, Inc. (a) 20,900 1,981,529 
Cisco Systems, Inc. 207,000 6,172,740 
Infinera Corp. (a) 3,822,800 32,493,800 
Palo Alto Networks, Inc. (a) 28,500 3,829,545 
  44,477,614 
Electronic Equipment & Components - 0.2%   
TE Connectivity Ltd. 39,600 2,678,544 
Trimble, Inc. (a) 500,400 14,106,276 
  16,784,820 
Internet Software & Services - 10.6%   
Actua Corp. (a) 975,218 13,214,204 
Akamai Technologies, Inc. (a) 77,900 5,195,930 
Alibaba Group Holding Ltd. sponsored ADR (a) 409,900 38,538,798 
Alphabet, Inc.:   
Class A (a) 520,270 403,667,088 
Class C (a) 261,356 198,118,302 
Apptio, Inc. Class A 124,600 2,468,326 
Baidu.com, Inc. sponsored ADR (a) 6,800 1,135,260 
Criteo SA sponsored ADR (a)(b) 93,187 3,845,827 
eBay, Inc. (a) 948,100 26,366,661 
Facebook, Inc. Class A (a) 2,649,558 313,760,658 
GoDaddy, Inc. (a) 138,300 4,887,522 
Hortonworks, Inc. (a)(b) 89,300 811,737 
NAVER Corp. 2,693 1,824,949 
New Relic, Inc. (a) 165,446 5,246,293 
Nutanix, Inc.:   
Class A (a)(b) 284,900 9,116,800 
Class B 274,751 7,912,829 
Shopify, Inc. Class A (a) 1,175,749 48,993,460 
Tencent Holdings Ltd. 237,500 5,913,962 
Twitter, Inc. (a) 14,790 273,467 
Wix.com Ltd. (a) 308,407 15,266,147 
  1,106,558,220 
IT Services - 2.7%   
Cognizant Technology Solutions Corp. Class A (a) 307,900 16,959,132 
IBM Corp. 52,300 8,484,106 
MasterCard, Inc. Class A 834,400 85,275,680 
PayPal Holdings, Inc. (a) 1,052,400 41,338,272 
Visa, Inc. Class A 1,602,700 123,920,764 
  275,977,954 
Semiconductors & Semiconductor Equipment - 11.3%   
Advanced Micro Devices, Inc. (a) 1,367,800 12,187,098 
Applied Materials, Inc. 69,500 2,237,900 
Applied Micro Circuits Corp. (a) 1,824,174 15,961,523 
ASML Holding NV 70,600 7,280,978 
Broadcom Ltd. 212,836 36,286,410 
Cavium, Inc. (a) 697,600 39,784,128 
Cirrus Logic, Inc. (a) 884,900 48,669,500 
Cree, Inc. (a) 1,011,366 25,607,787 
Intel Corp. 122,700 4,257,690 
KLA-Tencor Corp. 84,300 6,730,512 
M/A-COM Technology Solutions Holdings, Inc. (a) 86,214 4,295,181 
Mellanox Technologies Ltd. (a) 245,500 10,175,975 
Micron Technology, Inc. (a) 102,300 1,997,919 
NVIDIA Corp. 8,738,483 805,688,128 
NXP Semiconductors NV (a) 88,800 8,804,520 
Qorvo, Inc. (a) 81,200 4,336,892 
Rambus, Inc. (a) 825,800 10,859,270 
Silicon Laboratories, Inc. (a) 980,000 65,023,000 
Skyworks Solutions, Inc. 44,078 3,387,394 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 441,400 13,105,166 
Texas Instruments, Inc. 660,600 48,838,158 
  1,175,515,129 
Software - 9.4%   
Activision Blizzard, Inc. 2,327,500 85,209,775 
Adobe Systems, Inc. (a) 428,900 44,095,209 
Appirio, Inc. Escrow(c) 100,642 24,184 
Atlassian Corp. PLC 76,700 2,081,638 
Autodesk, Inc. (a) 218,800 15,887,068 
CyberArk Software Ltd. (a) 425,500 21,704,755 
Electronic Arts, Inc. (a) 710,600 56,307,944 
HubSpot, Inc. (a) 539,800 30,282,780 
Intuit, Inc. 161,400 18,347,952 
Microsoft Corp. 3,842,092 231,524,464 
Oracle Corp. 338,200 13,592,258 
Paylocity Holding Corp. (a) 62,900 2,082,619 
Proofpoint, Inc. (a) 140,100 10,789,101 
Red Hat, Inc. (a) 1,358,100 107,439,291 
Salesforce.com, Inc. (a) 4,331,942 311,899,824 
ServiceNow, Inc. (a) 156,900 13,046,235 
Zendesk, Inc. (a) 495,200 10,542,808 
  974,857,905 
Technology Hardware, Storage & Peripherals - 5.0%   
Apple, Inc. 4,498,065 497,126,144 
Pure Storage, Inc. Class A (a)(b) 1,151,678 16,065,908 
Samsung Electronics Co. Ltd. 5,078 7,529,192 
Western Digital Corp. 34,420 2,191,177 
  522,912,421 
TOTAL INFORMATION TECHNOLOGY  4,117,084,063 
MATERIALS - 1.4%   
Chemicals - 1.4%   
AdvanSix, Inc. (a) 23,144 432,793 
CF Industries Holdings, Inc. 386,300 11,179,522 
E.I. du Pont de Nemours & Co. 427,000 31,431,470 
Monsanto Co. 270,691 27,802,673 
Praxair, Inc. 67,900 8,168,370 
The Dow Chemical Co. 415,300 23,140,516 
The Mosaic Co. 95,200 2,703,680 
The Scotts Miracle-Gro Co. Class A 476,560 43,495,631 
  148,354,655 
REAL ESTATE - 0.3%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
American Tower Corp. 326,300 33,370,701 
TELECOMMUNICATION SERVICES - 0.7%   
Diversified Telecommunication Services - 0.2%   
Verizon Communications, Inc. 382,100 19,066,790 
Wireless Telecommunication Services - 0.5%   
T-Mobile U.S., Inc. (a) 912,000 49,439,520 
TOTAL TELECOMMUNICATION SERVICES  68,506,310 
TOTAL COMMON STOCKS   
(Cost $7,441,158,275)  10,185,439,538 
Preferred Stocks - 1.7%   
Convertible Preferred Stocks - 1.7%   
CONSUMER DISCRETIONARY - 0.1%   
Hotels, Restaurants & Leisure - 0.1%   
MOD Super Fast Pizza Holdings LLC Series 3 Preferred unit (c)(d) 16,248 2,225,976 
Household Durables - 0.0%   
Roku, Inc.:   
Series G, 8.00% (a)(c) 661,380 1,157,415 
Series H (c) 228,870 400,523 
  1,557,938 
Internet & Direct Marketing Retail - 0.0%   
The Honest Co., Inc.:   
Series C (a)(c) 22,157 729,568 
Series D (a)(c) 19,064 695,382 
  1,424,950 
Media - 0.0%   
Turn, Inc. Series E (a)(c) 205,882 652,461 
TOTAL CONSUMER DISCRETIONARY  5,861,325 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(c) 195,094 2,823,010 
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
UNITY Biotechnology, Inc. Series B (c) 645,485 2,388,295 
HEALTH CARE - 0.5%   
Biotechnology - 0.4%   
10X Genomics, Inc. Series C (c) 593,543 2,843,071 
Immunocore Ltd. Series A (a)(c) 18,504 4,085,670 
Intarcia Therapeutics, Inc. Series EE 0.00% (c) 116,544 6,992,640 
Moderna Therapeutics, Inc.:   
Series E (c) 1,403,070 12,318,955 
Series F (c) 1,538,270 13,506,011 
RaNA Therapeutics LLC Series B (a)(c) 1,211,240 835,756 
  40,582,103 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (c) 783,663 5,117,398 
Health Care Technology - 0.0%   
Codiak Biosciences, Inc.:   
Series A (c) 163,914 432,733 
Series B (c) 532,720 1,406,381 
  1,839,114 
TOTAL HEALTH CARE  47,538,615 
INDUSTRIALS - 0.2%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(c) 53,937 5,608,909 
Commercial Services & Supplies - 0.0%   
Domo, Inc. Series D (a)(c) 613,084 4,164,618 
Professional Services - 0.1%   
YourPeople, Inc. Series C (c) 1,527,000 14,552,310 
TOTAL INDUSTRIALS  24,325,837 
INFORMATION TECHNOLOGY - 0.9%   
Internet Software & Services - 0.5%   
Jet.Com, Inc. Series B1 Escrow(c) 2,105,094 691,418 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(c) 1,095,852 53,447,144 
Series E, 8.00% (a)(c) 51,852 2,528,938 
  56,667,500 
IT Services - 0.1%   
AppNexus, Inc. Series E (a)(c) 209,665 5,451,290 
Software - 0.3%   
Appirio, Inc. Series E Escrow(c) 704,496 188,629 
Cloudera, Inc. Series F (a)(c) 113,172 3,399,879 
Cloudflare, Inc. Series D 0.08% (a)(c) 344,325 2,062,507 
Dataminr, Inc. Series D (a)(c) 442,241 3,064,244 
Snapchat, Inc. Series F (a)(c) 545,559 16,759,572 
Taboola.Com Ltd. Series E (a)(c) 331,426 4,344,001 
  29,818,832 
TOTAL INFORMATION TECHNOLOGY  91,937,622 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series E (c) 242,424 1,119,999 
TOTAL CONVERTIBLE PREFERRED STOCKS  175,994,703 
Nonconvertible Preferred Stocks - 0.0%   
HEALTH CARE - 0.0%   
Biotechnology - 0.0%   
Yumanity Holdings LLC Class A (c) 130,754 1,009,421 
TOTAL PREFERRED STOCKS   
(Cost $140,419,949)  177,004,124 
 Principal Amount Value 
Convertible Bonds - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Media - 0.0%   
Turn, Inc. 1.48% 3/2/23(c)   
(Cost $64,000) $64,000 64,000 
 Shares Value 
Money Market Funds - 1.2%   
Fidelity Cash Central Fund, 0.39% (f) 44,179,563 44,188,399 
Fidelity Securities Lending Cash Central Fund 0.48% (f)(g) 77,530,926 77,546,433 
TOTAL MONEY MARKET FUNDS   
(Cost $121,720,323)  121,734,832 
TOTAL INVESTMENT PORTFOLIO - 100.8%   
(Cost $7,703,362,547)  10,484,242,494 
NET OTHER ASSETS (LIABILITIES) - (0.8)%  (78,095,861) 
NET ASSETS - 100%  $10,406,146,633 

Legend

 (a) Non-income producing

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

 (c) 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 $233,769,939 or 2.2% of net assets.

 (d) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (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 $15,521,370 or 0.1% of net assets.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
10X Genomics, Inc. Series C 2/23/16 $2,658,004 
Adimab LLC unit 9/17/14 - 6/5/15 $11,583,995 
Altiostar Networks, Inc. Series E, 0.00% 9/26/16 $1,119,999 
Appirio, Inc. Escrow 11/24/16 $24,184 
Appirio, Inc. Series E Escrow 11/24/16 $188,629 
AppNexus, Inc. Series E 8/1/14 $4,200,051 
Blue Apron, Inc. Series D 5/18/15 $2,599,998 
Castle Creek Pharmaceuticals, LLC Class A-2 unit 9/29/16 $4,458,630 
Cloudera, Inc. Series F 2/5/14 $1,647,784 
Cloudflare, Inc. Series D 0.08% 11/5/14 $2,109,163 
Codiak Biosciences, Inc. Series A 11/12/15 $163,914 
Codiak Biosciences, Inc. Series B 11/12/15 $1,598,160 
Dataminr, Inc. Series D 2/18/15 - 3/6/15 $5,638,573 
Domo, Inc. Series D 1/24/14 $2,533,999 
Immunocore Ltd. Series A 7/27/15 $3,482,067 
Intarcia Therapeutics, Inc. Series EE 0.00% 9/2/16 $6,992,640 
Jet.Com, Inc. Series B1 Escrow 9/19/16 $691,418 
MOD Super Fast Pizza Holdings LLC Series 3 Preferred unit 11/3/16 $2,225,976 
Moderna Therapeutics, Inc. Series E, 0.00% 12/18/14 $10,570,104 
Moderna Therapeutics, Inc. Series F, 0.00% 8/10/16 $11,588,640 
Mulberry Health, Inc. Series A8 1/20/16 $5,293,448 
NJOY, Inc. 2/14/14 $1,528,156 
RaNA Therapeutics LLC Series B 7/17/15 $1,308,139 
Roku, Inc. Series G, 8.00% 10/1/14 $859,496 
Roku, Inc. Series H 11/9/15 $349,919 
RPI International Holdings LP 5/21/15 - 3/23/16 $4,390,645 
Snapchat, Inc. Series F 3/25/15 - 2/12/16 $16,759,572 
Space Exploration Technologies Corp. Class A 10/16/15 $8,722,089 
Space Exploration Technologies Corp. Series G 1/20/15 $4,177,960 
Taboola.Com Ltd. Series E 12/22/14 $3,455,249 
The Honest Co., Inc. 8/21/14 $256,936 
The Honest Co., Inc. Series C 8/21/14 $599,509 
The Honest Co., Inc. Series D 8/3/15 $872,273 
Tory Burch LLC unit 5/14/15 $17,704,966 
Turn, Inc. Series E 12/30/13 $1,717,056 
Turn, Inc. 1.48% 3/2/23 3/2/16 $64,000 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $17,000,007 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $1,727,583 
UNITY Biotechnology, Inc. Series B, 0.00% 10/14/16 $2,652,943 
Wheels Up Partners Holdings LLC Series B unit 9/18/15 $5,235,000 
YourPeople, Inc. Series C 0.00% 5/1/15 $22,753,949 
Yumanity Holdings LLC Class A 2/8/16 $883,727 

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 $149,635 
Fidelity Securities Lending Cash Central Fund 1,838,428 
Total $1,988,063 

Investment Valuation

The following is a summary of the inputs used, as of November 30, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $2,079,579,695 $1,827,176,067 $232,425,737 $19,977,891 
Consumer Staples 642,625,893 634,966,615 4,836,268 2,823,010 
Energy 276,363,813 276,363,813 -- -- 
Financials 257,533,061 250,528,833 -- 7,004,228 
Health Care 1,928,347,935 1,840,037,031 15,114,622 73,196,282 
Industrials 717,619,915 675,740,201 2,404,774 39,474,940 
Information Technology 4,209,021,685 4,103,233,088 13,826,791 91,961,806 
Materials 148,354,655 148,354,655 -- -- 
Real Estate 33,370,701 33,370,701 -- -- 
Telecommunication Services 69,626,309 68,506,310 -- 1,119,999 
Corporate Bonds 64,000 -- -- 64,000 
Money Market Funds 121,734,832 121,734,832 -- -- 
Total Investments in Securities: $10,484,242,494 $9,980,012,146 $268,608,192 $235,622,156 

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

Investments in Securities:  
Beginning Balance $195,481,953 
Net Realized Gain (Loss) on Investment Securities 10,901,561 
Net Unrealized Gain (Loss) on Investment Securities 25,113,968 
Cost of Purchases 91,462,660 
Proceeds of Sales (87,337,986) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $235,622,156 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2016 $23,642,869 

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.

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


Financial Statements

Statement of Assets and Liabilities

  November 30, 2016 
Assets   
Investment in securities, at value (including securities loaned of $73,957,969) — See accompanying schedule:
Unaffiliated issuers (cost $7,581,642,224) 
$10,362,507,662  
Fidelity Central Funds (cost $121,720,323) 121,734,832  
Total Investments (cost $7,703,362,547)  $10,484,242,494 
Cash  246,924 
Restricted cash  100,000 
Receivable for investments sold  373,105,592 
Receivable for fund shares sold  7,264,032 
Dividends receivable  9,460,546 
Interest receivable  709 
Distributions receivable from Fidelity Central Funds  111,960 
Prepaid expenses  24,180 
Other receivables  22,998 
Total assets  10,874,579,435 
Liabilities   
Payable for investments purchased $8,901,740  
Payable for fund shares redeemed 372,238,239  
Accrued management fee 5,511,906  
Payable for daily variation margin for derivative instruments 3,463,074  
Other affiliated payables 654,287  
Other payables and accrued expenses 130,570  
Collateral on securities loaned, at value 77,532,986  
Total liabilities  468,432,802 
Net Assets  $10,406,146,633 
Net Assets consist of:   
Paid in capital  $7,392,945,560 
Undistributed net investment income  19,689,747 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  212,642,518 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  2,780,868,808 
Net Assets  $10,406,146,633 
Series Growth Company:   
Net Asset Value, offering price and redemption price per share ($4,032,150,803 ÷ 298,824,090 shares)  $13.49 
Class F:   
Net Asset Value, offering price and redemption price per share ($6,373,995,830 ÷ 471,704,097 shares)  $13.51 

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


Statement of Operations

  Year ended November 30, 2016 
Investment Income   
Dividends  $88,096,449 
Interest  771 
Income from Fidelity Central Funds  1,988,063 
Total income  90,085,283 
Expenses   
Management fee   
Basic fee $58,120,384  
Performance adjustment 1,335,757  
Transfer agent fees 6,735,338  
Accounting and security lending fees 1,340,126  
Custodian fees and expenses 333,456  
Independent trustees' fees and expenses 46,066  
Audit 152,235  
Legal 20,035  
Interest 16,297  
Miscellaneous 87,909  
Total expenses before reductions 68,187,603  
Expense reductions (194,330) 67,993,273 
Net investment income (loss)  22,092,010 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 235,549,117  
Fidelity Central Funds 2,449  
Foreign currency transactions (16,598)  
Futures contracts (3,463,074)  
Total net realized gain (loss)  232,071,894 
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of decrease in deferred foreign taxes of $172,578) 
76,320,793  
Assets and liabilities in foreign currencies 2,937  
Total change in net unrealized appreciation (depreciation)  76,323,730 
Net gain (loss)  308,395,624 
Net increase (decrease) in net assets resulting from operations  $330,487,634 

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


Statement of Changes in Net Assets

 Year ended November 30, 2016 Year ended November 30, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $22,092,010 $36,951,159 
Net realized gain (loss) 232,071,894 (15,647,293) 
Change in net unrealized appreciation (depreciation) 76,323,730 929,612,994 
Net increase (decrease) in net assets resulting from operations 330,487,634 950,916,860 
Distributions to shareholders from net investment income (37,257,434) (29,612,988) 
Distributions to shareholders from net realized gain – (59,029,508) 
Total distributions (37,257,434) (88,642,496) 
Share transactions - net increase (decrease) (1,345,489,350) 88,642,433 
Total increase (decrease) in net assets (1,052,259,150) 950,916,797 
Net Assets   
Beginning of period 11,458,405,783 10,507,488,986 
End of period $10,406,146,633 $11,458,405,783 
Other Information   
Undistributed net investment income end of period $19,689,747 $35,069,004 

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


Financial Highlights — Fidelity Series Growth Company Fund

Years ended November 30, 2016 2015 2014 2013 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.08 $12.10 $10.29 $10.00 
Income from Investment Operations     
Net investment income (loss)B .01 .03 .02 .01 
Net realized and unrealized gain (loss) .43 1.04 1.80 .28 
Total from investment operations .44 1.07 1.82 .29 
Distributions from net investment income (.03) (.02) (.01) – 
Distributions from net realized gain – (.07) – – 
Total distributions (.03) (.09) (.01) – 
Net asset value, end of period $13.49 $13.08 $12.10 $10.29 
Total ReturnC,D 3.38% 8.94% 17.67% 2.90% 
Ratios to Average Net AssetsE,F     
Expenses before reductions .74% .79% .74% .76%G 
Expenses net of fee waivers, if any .74% .79% .74% .76%G 
Expenses net of all reductions .74% .79% .74% .76%G 
Net investment income (loss) .11% .24% .22% .87%G 
Supplemental Data     
Net assets, end of period (000 omitted) $4,032,151 $4,602,479 $4,353,274 $4,063,472 
Portfolio turnover rateH 20% 18% 14% 1%I 

 A For the period November 7, 2013 (commencement of operations) to November 30, 2013.

 B Calculated based on average shares outstanding during the period.

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

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

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

 G Annualized

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

 I Amount not annualized.


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


Financial Highlights — Fidelity Series Growth Company Fund Class F

Years ended November 30, 2016 2015 2014 2013 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.10 $12.11 $10.29 $10.00 
Income from Investment Operations     
Net investment income (loss)B .03 .05 .04 .01 
Net realized and unrealized gain (loss) .43 1.05 1.79 .28 
Total from investment operations .46 1.10 1.83 .29 
Distributions from net investment income (.05) (.04) (.01) – 
Distributions from net realized gain – (.07) – – 
Total distributions (.05) (.11) (.01) – 
Net asset value, end of period $13.51 $13.10 $12.11 $10.29 
Total ReturnC,D 3.54% 9.20% 17.80% 2.90% 
Ratios to Average Net AssetsE,F     
Expenses before reductions .58% .63% .57% .57%G 
Expenses net of fee waivers, if any .58% .63% .57% .57%G 
Expenses net of all reductions .58% .63% .57% .57%G 
Net investment income (loss) .27% .40% .39% 1.06%G 
Supplemental Data     
Net assets, end of period (000 omitted) $6,373,996 $6,855,927 $6,154,215 $5,239,424 
Portfolio turnover rateH 20% 18% 14% 1%I 

 A For the period November 7, 2013 (commencement of operations) to November 30, 2013.

 B Calculated based on average shares outstanding during the period.

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

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

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

 G Annualized

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

 I Amount not annualized.


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


Notes to Financial Statements

For the period ended November 30, 2016

1. Organization.

Fidelity Series Growth Company Fund (the Fund) is a fund of Fidelity Mt. Vernon Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Growth Company and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 11/30/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Corporate Bonds $64,000 Market approach Transaction price $100.00 Increase 
Equities $235,558,156 Discounted cash flow Discount rate 8.0% - 22.1% / 18.0% Decrease 
   Weighted average cost of capital (WACC) 11.5% Decrease 
   Discount for lack of marketability 10.0% - 25.0% / 23.7% Decrease 
   Growth rate 2.0% - 2.5% / 2.1% Increase 
  Market approach Discount rate 3.0% - 50.0% / 14.3% Decrease 
   Transaction price $1.08 - $330.00 / $50.00 Increase 
   Tender price $24.04 Increase 
   Discount for lack of marketability 10.0% - 20.0% / 15.8% Decrease 
   Liquidity preference $6.75 - $63.39 / $46.19 Increase 
   Premium rate 6.0% - 169.0% / 55.4% Increase 
   Proxy discount 12.0% - 36.1% / 19.5% Decrease 
   Proxy premium 21.5% Increase 
  Market comparable Price/Earnings multiple (P/E) 10.5 Increase 
   Enterprise value/EBITDA multiple 9.3 Increase 
   Enterprise value/Sales multiple (EV/S) 0.6 – 15.3 / 5.1 Increase 
   Enterprise value/Gross profit multiple (EV/GP) 5.1 Increase 
  Recovery value Recovery value 0.0% - 0.3% / 0.3% Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of November 30, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of November 30, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), 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 $3,252,005,547 
Gross unrealized depreciation (478,229,211) 
Net unrealized appreciation (depreciation) on securities $2,773,776,336 
Tax Cost $7,710,466,158 

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

Undistributed ordinary income $19,689,748 
Undistributed long-term capital gain $219,746,130 
Net unrealized appreciation (depreciation) on securities and other investments $2,773,765,197 

The tax character of distributions paid was as follows:

 November 30, 2016 November 30, 2015 
Ordinary Income $37,257,434 $ 86,891,843 
Long-term Capital Gains – 1,750,653 
Total $37,257,434 $ 88,642,496 

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.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $43,900,558 in these Subsidiaries, representing .42% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

Any cash held by the Subsidiaries is restricted as to its use and is presented as Restricted cash in the Statement of Assets and Liabilities.

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

During the period, the Fund recognized net realized gain (loss) of $(3,463,074) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,136,727,920 and $3,325,989,850, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Growth Company as compared to its benchmark index, the Russell 3000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .56% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets 
Series Growth Company $6,735,338 .16 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $71,057 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $72,304,214 .58% $16,297 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $7,827.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $27,036 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,838,428. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $112,821 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody by $80.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $81,429.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
November 30, 2016 
Year ended
November 30, 2015 
From net investment income   
Series Growth Company $10,558,686 $8,276,602 
Class F 26,698,748 21,336,386 
Total $37,257,434 $29,612,988 
From net realized gain   
Series Growth Company $– $24,475,300 
Class F – 34,554,208 
Total $– $59,029,508 

11. Share Transactions.

Transactions for each class of shares were as follows:

 Shares Shares Dollars Dollars 
 Year ended
November 30, 2016 
Year ended
November 30, 2015 
Year ended
November 30, 2016 
Year ended
November 30, 2015 
Series Growth Company     
Shares sold 2,063,132 5,591,937 $25,665,235 $72,622,934 
Reinvestment of distributions 832,704 2,812,789 10,558,686 32,751,902 
Shares redeemed (56,027,944) (16,319,026) (714,389,986) (207,986,809) 
Net increase (decrease) (53,132,108) (7,914,300) $(678,166,065) $(102,611,973) 
Class F     
Shares sold 13,758,094 26,155,838 $169,447,726 $334,771,011 
Reinvestment of distributions 2,107,241 4,800,256 26,698,748 55,890,594 
Shares redeemed (67,666,109) (15,442,203) (863,469,759) (199,407,199) 
Net increase (decrease) (51,800,774) 15,513,891 $(667,323,285) $191,254,406 

12. Other.

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

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Mt. Vernon Street Trust and Shareholders of Fidelity Series Growth Company Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Growth Company Fund (the Fund), a fund of Fidelity Mt. Vernon Street Trust, including the schedule of investments, as of November 30, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Growth Company Fund as of November 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
January 23, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Each of the Trustees oversees 170 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544, or for Class F, call 1-800-835-5092.

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2016 to November 30, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
June 1, 2016 
Ending
Account Value
November 30, 2016 
Expenses Paid
During Period-B
June 1, 2016
to November 30, 2016 
Series Growth Company .75%    
Actual  $1,000.00 $1,071.50 $3.88 
Hypothetical-C  $1,000.00 $1,021.25 $3.79 
Class F .59%    
Actual  $1,000.00 $1,073.10 $3.06 
Hypothetical-C  $1,000.00 $1,022.05 $2.98 

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

 B 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).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Fidelity Series Growth Company Fund     
Class F 12/19/16 12/16/16 $0.036 $0.311 
Retail 12/19/16 12/16/16 $0.015 $0.311 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30 2016, $219,746,130, or, if subsequently determined to be different, the net capital gain of such year.

Fidelity Series Growth Company Fund and Class F designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Fidelity Series Growth Company Fund and Class F designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Growth Company Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Series Growth Company Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Series Growth Company Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus the assets of sector funds previously under FMR's management). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although the fund is offered only to other Fidelity funds, it continues to incur investment management expenses. The Board further noted that the fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Approval of New Advisory Contracts.  The Board also voted to approve a new management contract and new sub-advisory agreements for the fund (New Advisory Contracts) that will take effect if the shareholders of certain other Fidelity funds that invest in the fund (referred to herein as Freedom Funds) approve new management contracts for the Freedom Funds. Under the New Advisory Contracts the fund will no longer pay a management fee to FMR. The new sub-advisory agreements provide that FMR or its affiliates will pay the fees based on a portion of the management fees received by an affiliate of FMR under its management contracts with the Freedom Funds. The Board noted the New Advisory Contracts are expected to result in an overall decrease in the fees and expenses payable by the fund. The Board considered that the approval of the New Advisory Contracts will not result in any changes to (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature, extent and quality of services provided to the fund; or (iii) the day-to-day management of the fund and the personnel primarily responsible for such management. The Board considered that the new management contract does not have a performance fee adjustment, but noted that FMR will no longer charge a management fee for the fund. The Board also considered that the New Advisory Contracts provide that FMR or an affiliate undertakes to pay all operating expenses of the fund, except transfer agent fees, 12b-1 fees, Independent Trustee expenses, custodian fees and expenses, expenses related to proxy solicitations, interest, taxes, brokerage expenses, and extraordinary expenses (such as litigation expenses).

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

XS7-ANN-0117
1.968007.103


Item 2.

Code of Ethics


As of the end of the period, November 30, 2016, Fidelity Mt. Vernon Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  


Item 4.  

Principal Accountant Fees and Services


Fees and Services


The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity Growth Company Fund and Fidelity Series Growth Company Fund (the “Funds”):


Services Billed by Deloitte Entities


November 30, 2016 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Growth Company Fund

 $160,000

$-

 $6,200

 $3,700

Fidelity Series Growth Company Fund

 $82,000

$-

 $6,500

 $1,700



November 30, 2015 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Growth Company Fund

 $101,000

$-

 $6,000

 $8,500

Fidelity Series Growth Company Fund

 $46,000

$-

 $5,800

 $2,900



A Amounts may reflect rounding.



The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity Growth Strategies Fund, and Fidelity New Millennium Fund (the “Funds”):


Services Billed by PwC


November 30, 2016 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Growth Strategies Fund

 $54,000

$-

 $4,100

 $2,400

Fidelity New Millennium Fund

 $74,000

$-

 $4,300

 $2,900



November 30, 2015 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Growth Strategies Fund

 $53,000

$-

 $3,300

 $2,700

Fidelity New Millennium Fund

 $60,000

$-

 $17,300

 $3,100



A Amounts may reflect rounding.


The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company (“FMR”) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds (“Fund Service Providers”):



Services Billed by Deloitte Entities



 

November 30, 2016A

November 30, 2015A

Audit-Related Fees

$35,000

$-

Tax Fees

$-

$10,000

All Other Fees

$-

$10,000


A Amounts may reflect rounding.



Services Billed by PwC



 

November 30, 2016A

November 30, 2015A

Audit-Related Fees

$5,315,000

$5,890,000

Tax Fees

$10,000

$-

All Other Fees

$-

$-


A Amounts may reflect rounding.



“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.


“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.


“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.  


Assurance services must be performed by an independent public accountant.


* * *


The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:


Billed By

November 30, 2016 A

November 30, 2015 A

Deloitte Entities

$285,000

$155,000

PwC

$6,615,000

$7,075,000



A Amounts may reflect rounding.



The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their  audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR’s review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.


Audit Committee Pre-Approval Policies and Procedures

 

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.


The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.


All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.


Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.


Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)


There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds’ last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.


Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the trust’s Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.


(a)(ii)  There was no change in the trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust’s internal control over financial reporting.


Item 12.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fidelity Mt. Vernon Street Trust


By:

/s/Stacie M. Smith

 

Stacie M. Smith

 

President and Treasurer

 

 

Date:

January 25, 2017



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/ Stacie M. Smith

 

Stacie M. Smith

 

President and Treasurer

 

 

Date:

January 25, 2017



By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

January 25, 2017