N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4118

Fidelity Securities Fund
(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:	July 31

Date of reporting period:	July 31, 2015

Item 1. Reports to Stockholders

Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments July 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments July 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments July 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments July 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments July 31, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Board Approval of Investment Advisory Contracts and Management Fees

Fidelity®

Small Cap Growth

Fund

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Fidelity® Small Cap Growth Fund	24.91%	18.43%	9.65%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Growth Fund, a class of the fund, on July 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

scp24

Annual Report

Management's Discussion of Fund Performance

Market Recap: The U.S. equity market gained strongly for the 12 months ending July 31, 2015, as stocks recovered from volatility in late 2014 and early 2015, supported by a still-positive economic backdrop. The S&P 500® Index returned 11.21%, with growth stocks in the index far outpacing value-oriented names on prospects for continued U.S. economic growth. Consequently, the growth-oriented Nasdaq Composite Index® rose 18.71%, outpacing the broader S&P 500®, as well as the 12.03% advance of the smaller-cap Russell 2000® Index. Within the S&P 500®, seven of 10 sectors notched a gain, with significant performance variation. Health care (+27%) led the way, aided by merger activity. Consumer discretionary (+24%) benefited from spending linked to a seven-year low in unemployment. Strong first halves for the consumer staples sector and the real estate segment of financials yielded above-market returns (19% and 12%, respectively) for the full-year period. Conversely, energy (-26%) significantly lagged, due to a roughly 55% decline for U.S. crude-oil prices. Materials (-4%) also lost ground. At period end, investors remained focused on the slowing rate of U.S. earnings growth, the possible effect of a relatively stronger U.S. dollar on exports and inflation, and whether an economic slowdown in China would create ripples for the global economy.

Comments from Portfolio Manager Patrick Venanzi: For the year, the fund's share classes easily outperformed the 20.07% return of the benchmark Russell 2000® Growth Index. (For specific class-level results, please see the Performance section of this report.) Security selection was the main driver behind relative results. Picks within consumer discretionary and information technology helped. The top individual contributor was an overweighting in 2U, which provides cloud-based online campuses and learning platforms for nonprofit colleges and universities. The company had consecutive quarters of good earnings results, with the stock jumping in March when Yale University announced it would partner with 2U on building an online degree program. Shares rose again in May after the firm announced first-quarter financial results that beat expectations, and increased guidance for full-year 2015 results. Conversely, we were hurt by a non-index stake in Accretive Health, a provider of revenue cycle management solutions for hospitals. First, shares tumbled in December 2014 after the firm released disappointing 2013 financial results. Then in July, key client Ascension Health offered to buy the firm below its current value. Accretive reported it was searching for "strategic alternatives" and that it would not renew its contract with Ascension - a major source of the firm's 2014 revenue. The stock subsequently plunged.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

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.

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Class A	1.26%
Actual		$ 1,000.00	$ 1,165.60	$ 6.77
Hypothetical ^A		$ 1,000.00	$ 1,018.55	$ 6.31
Class T	1.54%
Actual		$ 1,000.00	$ 1,164.10	$ 8.26
Hypothetical^A		$ 1,000.00	$ 1,017.16	$ 7.70
Class B	2.09%
Actual		$ 1,000.00	$ 1,161.50	$ 11.20
Hypothetical ^A		$ 1,000.00	$ 1,014.43	$ 10.44
Class C	2.05%
Actual		$ 1,000.00	$ 1,161.60	$ 10.99
Hypothetical ^A		$ 1,000.00	$ 1,014.63	$ 10.24
Small Cap Growth	.97%
Actual		$ 1,000.00	$ 1,168.00	$ 5.21
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86
Class I	.97%
Actual		$ 1,000.00	$ 1,167.70	$ 5.21
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86

^A 5% return per year before expenses

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

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
2U, Inc.	2.4	1.3
Global Payments, Inc.	1.4	1.8
Huron Consulting Group, Inc.	1.4	1.7
G-III Apparel Group Ltd.	1.3	1.6
Vail Resorts, Inc.	1.2	1.4
Gartner, Inc. Class A	1.2	1.6
Mentor Graphics Corp.	1.2	0.0
Starz Series A	1.2	0.0
Deluxe Corp.	1.2	0.0
Universal Electronics	1.1	1.2
	13.6
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	29.2	26.3
Information Technology	24.4	26.3
Consumer Discretionary	17.3	17.5
Industrials	14.5	14.0
Financials	5.3	7.3

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 96.0%			Stocks 97.5%
	Other Investments 1.9%			Other Investments 1.2%
	Short-Term Investments and Net Other Assets (Liabilities) 2.1%			Short-Term Investments and Net Other Assets (Liabilities) 1.3%
* Foreign investments		3.6%	** Foreign investments		3.1%

scp39

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 96.0%
	Shares		Value
CONSUMER DISCRETIONARY - 17.3%
Auto Components - 0.7%
Tenneco, Inc. (a)	145,400		$ 7,242,374
Visteon Corp. (a)	54,100		5,384,573
			12,626,947
Diversified Consumer Services - 3.2%
2U, Inc. (a)(d)	1,274,330		40,893,251
Service Corp. International	429,100		13,091,841
			53,985,092
Hotels, Restaurants & Leisure - 3.1%
Churchill Downs, Inc.	22,055		2,978,748
DineEquity, Inc.	110,000		11,441,100
Domino's Pizza, Inc.	80,000		9,107,200
Vail Resorts, Inc.	190,800		20,928,852
Wingstop, Inc. (d)	230,800		7,911,824
			52,367,724
Household Durables - 2.3%
Libbey, Inc.	124,998		4,651,176
Tempur Sealy International, Inc. (a)	210,000		15,865,500
Universal Electronics, Inc. (a)	364,209		18,880,595
			39,397,271
Internet & Catalog Retail - 0.4%
HSN, Inc.	85,615		6,293,559
Leisure Products - 0.7%
Malibu Boats, Inc. Class A (a)	369,100		7,127,321
Vista Outdoor, Inc. (a)	90,000		4,245,300
			11,372,621
Media - 4.7%
AMC Networks, Inc. Class A (a)	175,019		14,740,100
Crown Media Holdings, Inc. Class A (a)	7,275		32,519
Gray Television, Inc. (a)	250,000		4,222,500
IMAX Corp. (a)	310,000		11,597,100
Live Nation Entertainment, Inc. (a)	455,200		11,935,344
Nexstar Broadcasting Group, Inc. Class A	280,000		16,060,800
Starz Series A (a)	493,945		19,980,075
			78,568,438
Specialty Retail - 0.5%
Asbury Automotive Group, Inc. (a)	90,000		7,947,000
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 1.7%
G-III Apparel Group Ltd. (a)	301,800		$ 21,799,014
Unifi, Inc. (a)	200,000		6,172,000
			27,971,014
TOTAL CONSUMER DISCRETIONARY			290,529,666
CONSUMER STAPLES - 1.5%
Food Products - 0.9%
Pinnacle Foods, Inc.	330,000		14,833,500
Household Products - 0.6%
Spectrum Brands Holdings, Inc.	95,000		10,065,250
TOTAL CONSUMER STAPLES			24,898,750
ENERGY - 0.8%
Energy Equipment & Services - 0.5%
Dril-Quip, Inc. (a)	83,900		4,900,599
Superior Drilling Products, Inc. (a)(e)	1,168,655		1,928,281
Xtreme Drilling & Coil Services Corp. (a)	1,289,000		2,552,670
			9,381,550
Oil, Gas & Consumable Fuels - 0.3%
StealthGas, Inc. (a)	890,400		5,012,952
TOTAL ENERGY			14,394,502
FINANCIALS - 5.3%
Banks - 1.7%
Investors Bancorp, Inc.	1,000,000		12,180,000
Pacific Premier Bancorp, Inc. (a)	899,977		17,108,563
			29,288,563
Capital Markets - 0.4%
E*TRADE Financial Corp. (a)	250,200		7,110,684
Consumer Finance - 0.5%
PRA Group, Inc. (a)(d)	120,493		7,657,330
Insurance - 1.3%
AmTrust Financial Services, Inc.	100,000		6,951,000
First American Financial Corp.	370,000		15,014,600
			21,965,600
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
Colony Financial, Inc.	380,000		$ 8,633,600
Thrifts & Mortgage Finance - 0.9%
Meridian Bancorp, Inc. (a)	1,094,070		14,266,673
TOTAL FINANCIALS			88,922,450
HEALTH CARE - 29.2%
Biotechnology - 11.8%
Alder Biopharmaceuticals, Inc. (a)	100,000		4,642,000
Amicus Therapeutics, Inc. (a)	520,000		8,938,800
Anacor Pharmaceuticals, Inc. (a)	105,000		15,664,950
BioCryst Pharmaceuticals, Inc. (a)	250,000		3,870,000
Cara Therapeutics, Inc. (a)	102,517		2,184,637
Celldex Therapeutics, Inc. (a)(d)	293,400		6,909,570
Cellectis SA sponsored ADR	104,100		3,696,591
Cepheid, Inc. (a)	56,938		3,165,183
Chimerix, Inc. (a)	210,100		11,290,774
Clovis Oncology, Inc. (a)	80,000		6,754,400
Coherus BioSciences, Inc.	48,424		1,698,714
Curis, Inc. (a)	1,007,700		3,164,178
DBV Technologies SA sponsored ADR (a)	129,022		5,624,069
Dyax Corp. (a)	440,400		10,838,244
Dynavax Technologies Corp. (a)	160,000		4,705,600
Halozyme Therapeutics, Inc. (a)	285,137		6,655,098
Heron Therapeutics, Inc. (a)	175,000		5,659,500
Insmed, Inc. (a)	223,400		6,054,140
Intercept Pharmaceuticals, Inc. (a)	31,600		8,336,396
La Jolla Pharmaceutical Co. (a)(d)	152,622		4,639,709
Lion Biotechnologies, Inc. (a)(d)	410,000		3,509,600
Mirati Therapeutics, Inc. (a)	169,700		4,855,117
Novavax, Inc. (a)	1,239,903		14,953,230
Otonomy, Inc.	135,500		3,491,835
Portola Pharmaceuticals, Inc. (a)	140,000		6,921,600
ProNai Therapeutics, Inc.	7,331		200,869
Receptos, Inc. (a)	50,100		11,415,786
Repligen Corp. (a)	148,489		5,198,600
TESARO, Inc. (a)	110,000		6,380,000
Threshold Pharmaceuticals, Inc. (a)(d)	669,900		2,893,968
Ultragenyx Pharmaceutical, Inc. (a)	110,000		13,302,300
XOMA Corp. (a)(d)	570,634		416,905
			198,032,363
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - 7.2%
Align Technology, Inc. (a)	100,000		$ 6,270,000
Atricure, Inc. (a)	310,000		8,614,900
CONMED Corp.	150,000		8,508,000
Cyberonics, Inc. (a)	151,122		9,278,891
Entellus Medical, Inc.	124,976		2,811,960
Globus Medical, Inc. (a)	250,000		7,015,000
Hologic, Inc. (a)	245,000		10,206,700
ICU Medical, Inc. (a)	100,008		9,992,799
Inogen, Inc. (a)	160,000		7,113,600
LDR Holding Corp. (a)	133,755		6,080,502
Nevro Corp.	216,200		10,976,474
NxStage Medical, Inc. (a)	650,300		9,286,284
Teleflex, Inc.	75,000		10,049,250
Wright Medical Group, Inc. (a)	575,000		14,858,000
			121,062,360
Health Care Providers & Services - 6.9%
Aceto Corp.	300,000		7,029,000
AMN Healthcare Services, Inc. (a)	410,300		12,075,129
BioTelemetry, Inc. (a)	192,018		2,348,380
Civitas Solutions, Inc.	303,757		6,831,495
HealthEquity, Inc. (a)	200,000		6,732,000
HealthSouth Corp.	380,000		17,366,000
LHC Group, Inc. (a)	150,000		6,043,500
Molina Healthcare, Inc. (a)	125,000		9,428,750
Surgical Care Affiliates, Inc. (a)	410,000		15,588,200
Team Health Holdings, Inc. (a)	244,200		16,461,522
Teladoc, Inc. (a)	145,000		4,577,650
VCA, Inc. (a)	190,000		11,690,700
			116,172,326
Health Care Technology - 1.4%
athenahealth, Inc. (a)(d)	110,557		15,473,558
Omnicell, Inc. (a)	60,478		2,208,657
Press Ganey Holdings, Inc.	177,059		5,543,717
			23,225,932
Life Sciences Tools & Services - 0.7%
Bruker Corp. (a)	521,500		10,977,575
Fluidigm Corp. (a)	90,000		1,802,700
			12,780,275
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 1.2%
Aratana Therapeutics, Inc. (a)	360,000		$ 6,343,200
Cardiome Pharma Corp. (a)	248,819		2,256,788
Ocular Therapeutix, Inc.	132,500		3,059,425
Prestige Brands Holdings, Inc. (a)	100,000		4,762,000
SCYNEXIS, Inc. (a)	400,000		3,180,000
			19,601,413
TOTAL HEALTH CARE			490,874,669
INDUSTRIALS - 14.5%
Aerospace & Defense - 1.7%
Aerojet Rocketdyne Holdings, Inc. (a)	367,491		8,602,964
Huntington Ingalls Industries, Inc.	65,000		7,631,650
Teledyne Technologies, Inc. (a)	123,000		12,751,410
			28,986,024
Building Products - 1.2%
A.O. Smith Corp.	130,000		9,336,600
Universal Forest Products, Inc.	170,000		10,795,000
			20,131,600
Commercial Services & Supplies - 4.6%
Deluxe Corp.	310,000		19,973,300
KAR Auction Services, Inc.	300,000		11,679,000
Knoll, Inc.	687,500		16,637,500
Matthews International Corp. Class A	160,018		8,616,969
Multi-Color Corp.	161,900		10,338,934
West Corp.	365,000		10,530,250
			77,775,953
Electrical Equipment - 1.3%
AZZ, Inc.	175,000		9,056,250
Babcock & Wilcox Enterprises, Inc. (a)	9,500		187,340
BWX Technologies, Inc.	531,000		13,041,360
			22,284,950
Machinery - 1.1%
Hillenbrand, Inc.	260,000		7,373,600
Mueller Industries, Inc.	343,400		11,115,858
			18,489,458
Professional Services - 4.0%
Advisory Board Co. (a)	150,000		8,985,000
CBIZ, Inc. (a)	1,316,100		12,897,780
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Exponent, Inc.	255,000		$ 11,344,950
GP Strategies Corp. (a)	350,557		10,057,480
Huron Consulting Group, Inc. (a)	301,200		23,032,764
			66,317,974
Road & Rail - 0.6%
Swift Transporation Co. (a)	400,000		9,528,000
TOTAL INDUSTRIALS			243,513,959
INFORMATION TECHNOLOGY - 24.4%
Communications Equipment - 1.2%
CommScope Holding Co., Inc. (a)	340,000		10,665,800
Infinera Corp. (a)	358,377		8,579,545
			19,245,345
Electronic Equipment & Components - 1.3%
IPG Photonics Corp. (a)(d)	47,300		4,362,006
Jabil Circuit, Inc.	150,000		3,037,500
RealD, Inc. (a)	1,092,300		13,708,365
			21,107,871
Internet Software & Services - 3.2%
comScore, Inc. (a)	130,551		7,637,234
Cvent, Inc. (a)(d)	426,960		11,493,763
Demandware, Inc. (a)	120,000		9,067,200
Gogo, Inc. (a)(d)	350,488		6,389,396
Q2 Holdings, Inc. (a)	200,000		5,438,000
Stamps.com, Inc. (a)	208,711		14,317,575
			54,343,168
IT Services - 6.8%
Broadridge Financial Solutions, Inc.	160,100		8,688,627
CACI International, Inc. Class A (a)	80,000		6,570,400
Euronet Worldwide, Inc. (a)	160,000		10,960,000
Gartner, Inc. Class A (a)	232,130		20,559,754
Genpact Ltd. (a)	430,000		9,550,300
Global Payments, Inc.	210,500		23,594,945
Mattersight Corp. (a)(e)	1,854,975		12,150,086
Maximus, Inc.	220,000		15,006,200
Virtusa Corp. (a)	150,000		7,191,000
			114,271,312
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 2.0%
Cavium, Inc. (a)	58,210		$ 3,946,638
Cirrus Logic, Inc. (a)	450,000		14,854,500
MKS Instruments, Inc.	123,264		4,375,872
Monolithic Power Systems, Inc.	190,000		9,824,900
			33,001,910
Software - 9.5%
AVG Technologies NV (a)	280,000		8,047,200
Blackbaud, Inc.	260,000		15,901,600
Cadence Design Systems, Inc. (a)(d)	796,200		16,696,314
Digimarc Corp. (a)(d)	36,300		1,442,562
Ebix, Inc. (d)	124,017		3,843,287
Fleetmatics Group PLC (a)	195,000		9,334,650
HubSpot, Inc.	210,500		11,356,475
Imperva, Inc. (a)	100,000		6,570,000
Manhattan Associates, Inc. (a)	183,400		11,887,988
Mentor Graphics Corp.	780,000		20,350,200
Paylocity Holding Corp. (a)(d)	170,000		6,106,400
Progress Software Corp. (a)	483,700		14,356,216
Qlik Technologies, Inc. (a)	460,000		18,611,600
Verint Systems, Inc. (a)	255,200		14,857,744
			159,362,236
Technology Hardware, Storage & Peripherals - 0.4%
Nimble Storage, Inc. (a)(d)	265,937		7,345,180
TOTAL INFORMATION TECHNOLOGY			408,677,022
MATERIALS - 2.1%
Chemicals - 0.5%
Cytec Industries, Inc.	110,000		8,165,300
Containers & Packaging - 1.4%
Avery Dennison Corp.	100,000		6,085,000
Graphic Packaging Holding Co.	1,200,200		18,123,020
			24,208,020
Paper & Forest Products - 0.2%
TFS Corp. Ltd. (d)	2,400,000		2,578,792
TOTAL MATERIALS			34,952,112
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.9%
inContact, Inc. (a)	1,214,000		$ 11,265,920
Vonage Holdings Corp. (a)	505,436		3,229,736
			14,495,656
TOTAL COMMON STOCKS (Cost $1,363,452,109)		1,611,258,786
Money Market Funds - 8.2%

Fidelity Cash Central Fund, 0.17% (b)	64,469,445		64,469,445
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	72,538,290		72,538,290
TOTAL MONEY MARKET FUNDS (Cost $137,007,735)		137,007,735
Equity Funds - 1.9%

Small Growth Funds - 1.9%
iShares Russell 2000 Growth Index ETF (d) (Cost $31,405,658)	200,000		30,990,000
TOTAL INVESTMENT PORTFOLIO - 106.1% (Cost $1,531,865,502)			1,779,256,521
NET OTHER ASSETS (LIABILITIES) - (6.1)%			(101,610,380)
NET ASSETS - 100%		$ 1,677,646,141

Security Type Abbreviations
ETF	-	Exchange Traded Fund

Legend

(a) Non-income producing

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

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

(e) Affiliated company

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	$ 43,708
Fidelity Securities Lending Cash Central Fund	664,654
Total	$ 708,362

Other Affiliated Issuers

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

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Mattersight Corp.	$ -	$ 11,000,002	$ -	$ -	$ 12,150,086
Superior Drilling Products, Inc.	8,049,395	212,441	408,453	-	1,928,281
Total	$ 8,049,395	$ 11,212,443	$ 408,453	$ -	$ 14,078,367

Other Information

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.

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $71,636,998) - See accompanying schedule: Unaffiliated issuers (cost $1,379,096,390)	$ 1,628,170,419
Fidelity Central Funds (cost $137,007,735)	137,007,735
Other affiliated issuers (cost $15,761,377)	14,078,367
Total Investments (cost $1,531,865,502)		$ 1,779,256,521
Cash		786,138
Receivable for investments sold		19,073,092
Receivable for fund shares sold		8,384,535
Dividends receivable		87,629
Distributions receivable from Fidelity Central Funds		55,876
Other receivables		54,301
Total assets		1,807,698,092

Liabilities
Payable for investments purchased	$ 55,000,596
Payable for fund shares redeemed	1,049,146
Accrued management fee	1,014,913
Distribution and service plan fees payable	91,566
Other affiliated payables	296,642
Other payables and accrued expenses	60,798
Collateral on securities loaned, at value	72,538,290
Total liabilities		130,051,951

Net Assets		$ 1,677,646,141
Net Assets consist of:
Paid in capital		$ 1,364,084,364
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		66,183,697
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		247,378,080
Net Assets		$ 1,677,646,141

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

Annual Report

Statement of Assets and Liabilities - continued

		July 31, 2015

Calculation of Maximum Offering Price
Class A: Net Asset Value and redemption price per share ($123,369,546 ÷ 6,002,419 shares)		$ 20.55

Maximum offering price per share (100/94.25 of $20.55)		$ 21.80
Class T: Net Asset Value and redemption price per share ($52,667,039 ÷ 2,622,233 shares)		$ 20.08

Maximum offering price per share (100/96.50 of $20.08)		$ 20.81
Class B: Net Asset Value and offering price per share ($2,357,028 ÷ 124,107 shares)		$ 18.99

Class C: Net Asset Value and offering price per share ($55,671,491 ÷ 2,946,209 shares)		$ 18.90

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,345,684,071 ÷ 63,486,022 shares)		$ 21.20

Class I: Net Asset Value, offering price and redemption price per share ($97,896,966 ÷ 4,609,963 shares)		$ 21.24

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends		$ 5,957,242
Income from Fidelity Central Funds (including $664,654 from security lending)		708,362
Total income		6,665,604

Expenses
Management fee
Basic fee	$ 8,851,814
Performance adjustment	(551,250)
Transfer agent fees	2,715,918
Distribution and service plan fees	913,847
Accounting and security lending fees	423,000
Custodian fees and expenses	46,646
Independent trustees' compensation	5,261
Registration fees	139,484
Audit	62,075
Legal	3,043
Interest	4,117
Miscellaneous	9,013
Total expenses before reductions	12,622,968
Expense reductions	(173,323)	12,449,645
Net investment income (loss)		(5,784,041)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	109,364,383
Other affiliated issuers	(615,913)
Foreign currency transactions	6,149
Total net realized gain (loss)		108,754,619
Change in net unrealized appreciation (depreciation) on: Investment securities	166,441,450
Assets and liabilities in foreign currencies	(9,237)
Total change in net unrealized appreciation (depreciation)		166,432,213
Net gain (loss)		275,186,832
Net increase (decrease) in net assets resulting from operations		$ 269,402,791

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,784,041)	$ (5,539,870)
Net realized gain (loss)	108,754,619	529,975,803
Change in net unrealized appreciation (depreciation)	166,432,213	(344,219,184)
Net increase (decrease) in net assets resulting from operations	269,402,791	180,216,749
Distributions to shareholders from net realized gain	(103,188,484)	(306,246,236)
Share transactions - net increase (decrease)	214,155,809	(817,676,738)
Redemption fees	177,411	398,744
Total increase (decrease) in net assets	380,547,527	(943,307,481)

Net Assets
Beginning of period	1,297,098,614	2,240,406,095
End of period (including accumulated net investment loss of $0 and accumulated net investment loss of $4,082,221, respectively)	$ 1,677,646,141	$ 1,297,098,614

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 17.99	$ 19.66	$ 15.87	$ 16.42	$ 12.66
Income from Investment Operations
Net investment income (loss) ^C	(.13)	(.12)	(.04)	(.07) ^F	(.07) ^G
Net realized and unrealized gain (loss)	4.23	1.69	4.87	(.16)	3.84
Total from investment operations	4.10	1.57	4.83	(.23)	3.77
Distributions from net realized gain	(1.54)	(3.24)	(1.04)	(.32)	(.01) ^K
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 20.55	$ 17.99	$ 19.66	$ 15.87	$ 16.42
Total Return^{A, B}	24.46%	8.58%	32.20%	(1.14)%	29.78%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.21%	1.22%	1.24%	1.35%	1.25%
Expenses net of fee waivers, if any	1.21%	1.22%	1.24%	1.35%	1.25%
Expenses net of all reductions	1.20%	1.22%	1.22%	1.34%	1.23%
Net investment income (loss)	(.67)%	(.62)%	(.26)%	(.49)%^F	(.47)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 123,370	$ 88,822	$ 74,978	$ 59,684	$ 67,272
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%.

^G 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 (.61)%.

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

^I Amount represents less than $.01 per share.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 17.66	$ 19.38	$ 15.68	$ 16.27	$ 12.57
Income from Investment Operations
Net investment income (loss)^C	(.17)	(.16)	(.09)	(.11) ^F	(.11) ^G
Net realized and unrealized gain (loss)	4.13	1.66	4.82	(.16)	3.81
Total from investment operations	3.96	1.50	4.73	(.27)	3.70
Distributions from net realized gain	(1.54)	(3.22)	(1.03)	(.32)	-
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 20.08	$ 17.66	$ 19.38	$ 15.68	$ 16.27
Total Return^{A, B}	24.10%	8.30%	31.87%	(1.41)%	29.44%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.49%	1.50%	1.49%	1.61%	1.50%
Expenses net of fee waivers, if any	1.48%	1.50%	1.49%	1.61%	1.50%
Expenses net of all reductions	1.47%	1.49%	1.48%	1.60%	1.49%
Net investment income (loss)	(.95)%	(.90)%	(.52)%	(.74)%^F	(.73)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 52,667	$ 42,586	$ 34,686	$ 27,658	$ 30,764
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.86	$ 18.65	$ 15.19	$ 15.86	$ 12.30
Income from Investment Operations
Net investment income (loss)^C	(.25)	(.25)	(.16)	(.18) ^F	(.18) ^G
Net realized and unrealized gain (loss)	3.92	1.60	4.64	(.17)	3.74
Total from investment operations	3.67	1.35	4.48	(.35)	3.56
Distributions from net realized gain	(1.54)	(3.14)	(1.02)	(.32)	-
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 18.99	$ 16.86	$ 18.65	$ 15.19	$ 15.86
Total Return^{A, B}	23.48%	7.73%	31.25%	(1.96)%	28.94%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.01%	2.01%	1.99%	2.10%	2.00%
Expenses net of fee waivers, if any	2.01%	2.01%	1.99%	2.10%	2.00%
Expenses net of all reductions	2.00%	2.01%	1.97%	2.09%	1.98%
Net investment income (loss)	(1.47)%	(1.41)%	(1.01)%	(1.23)%^F	(1.22)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,357	$ 2,764	$ 3,486	$ 4,123	$ 5,295
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.78	$ 18.62	$ 15.16	$ 15.83	$ 12.28
Income from Investment Operations
Net investment income (loss)^C	(.25)	(.25)	(.16)	(.18) ^F	(.18) ^G
Net realized and unrealized gain (loss)	3.91	1.59	4.64	(.17)	3.73
Total from investment operations	3.66	1.34	4.48	(.35)	3.55
Distributions from net realized gain	(1.54)	(3.18)	(1.02)	(.32)	-
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 18.90	$ 16.78	$ 18.62	$ 15.16	$ 15.83
Total Return^{A, B}	23.53%	7.70%	31.32%	(1.96)%	28.91%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.00%	2.01%	1.99%	2.10%	2.00%
Expenses net of fee waivers, if any	2.00%	2.00%	1.99%	2.10%	2.00%
Expenses net of all reductions	1.99%	2.00%	1.97%	2.09%	1.98%
Net investment income (loss)	(1.46)%	(1.41)%	(1.01)%	(1.24)%^F	(1.22)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 55,671	$ 42,215	$ 32,756	$ 24,683	$ 24,914
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.45	$ 20.07	$ 16.14	$ 16.65	$ 12.81
Income from Investment Operations
Net investment income (loss)^B	(.07)	(.06)	.01	(.03) ^E	(.03) ^F
Net realized and unrealized gain (loss)	4.36	1.71	4.98	(.16)	3.90
Total from investment operations	4.29	1.65	4.99	(.19)	3.87
Distributions from net realized gain	(1.54)	(3.27)	(1.06)	(.32)	(.03) ^J
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 21.20	$ 18.45	$ 20.07	$ 16.14	$ 16.65
Total Return ^A	24.91%	8.87%	32.74%	(.88)%	30.20%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.91%	.91%	.90%	1.03%	.95%
Expenses net of fee waivers, if any	.91%	.90%	.90%	1.03%	.95%
Expenses net of all reductions	.90%	.90%	.88%	1.02%	.93%
Net investment income (loss)	(.37)%	(.31)%	.08%	(.16)%^E	(.17)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,345,684	$ 1,069,105	$ 1,315,659	$ 1,166,101	$ 1,382,688
Portfolio turnover rate ^D	156%	148%^I	142%	150%	106%

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

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25)%.

^F 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 (.31)%.

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

^H Amount represents less than $.01 per share.

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

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

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

Annual Report

Financial Highlights - Class I

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.49	$ 20.10	$ 16.17	$ 16.68	$ 12.83
Income from Investment Operations
Net investment income (loss) ^B	(.07)	(.06)	.01	(.03)^E	(.03) ^F
Net realized and unrealized gain (loss)	4.36	1.72	4.98	(.16)	3.91
Total from investment operations	4.29	1.66	4.99	(.19)	3.88
Distributions from net realized gain	(1.54)	(3.27)	(1.06)	(.32)	(.03) ^J
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 21.24	$ 18.49	$ 20.10	$ 16.17	$ 16.68
Total Return ^A	24.85%	8.89%	32.65%	(.88)%	30.24%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.93%	.92%	.92%	1.06%	.94%
Expenses net of fee waivers, if any	.93%	.92%	.92%	1.06%	.94%
Expenses net of all reductions	.91%	.92%	.91%	1.05%	.93%
Net investment income (loss)	(.39)%	(.32)%	.06%	(.19)%^E	(.17)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 97,897	$ 51,607	$ 51,158	$ 36,694	$ 41,440
Portfolio turnover rate ^D	156%	148%^I	142%	150%	106%

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

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

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

^H Amount represents less than $.01 per share.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

Fidelity Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (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 Class A, Class T, Class C, Small Cap Growth and Class I (formerly Institutional Class) shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund offered Class F shares during the period June 26, 2009 through November 15, 2013 and all outstanding shares were redeemed by November 15, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). 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:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

Exchange-Traded Funds (ETFs) are valued at their last 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 but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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.

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 and distribution and service plan 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 284,169,323
Gross unrealized depreciation	(39,468,707)
Net unrealized appreciation (depreciation) on securities	$ 244,700,616

Tax Cost	$ 1,534,555,905

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

Undistributed ordinary income	$ 18,130,712
Undistributed long-term capital gain	$ 50,743,387
Net unrealized appreciation (depreciation) on securities and other investments	$ 244,687,677

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ -	$ 106,613,332
Long-term Capital Gains	103,188,484	199,632,904
Total	$ 103,188,484	$ 306,246,236

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,044,918,249 and $1,947,551,562, 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 .45% 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 Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .65% 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.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 235,371	$ 4,756
Class T	.25%	.25%	224,894	-
Class B	.75%	.25%	25,039	18,886
Class C	.75%	.25%	428,543	68,843
			$ 913,847	$ 92,485

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

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

	Retained by FDC
Class A	$ 64,422
Class T	11,332
Class B*	1,032
Class C*	6,916
	$ 83,702

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholders of the respective classes of the Fund. 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
Class A	$ 240,180	.25
Class T	124,717	.28
Class B	7,532	.30
Class C	125,384	.29
Small Cap Growth	2,079,578	.20
Class I	138,527	.22
	$ 2,715,918

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 $80,251 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	$ 66,799,000	.32%	$ 4,117

Annual Report

Notes to Financial Statements - continued

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 $1,790 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. 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, and includes $53,294 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 $134,401 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $211.

Annual Report

8. Expense Reductions - continued

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $5,837 and a portion of class-level operating expenses as follows:

	Amount
Class A	$ 1,650
Class T	799
Class B	5
Class C	651
Small Cap Growth	28,551
Class I	1,218
	$ 32,874

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014 ^A
From net realized gain
Class A	$ 7,463,655	$ 13,043,180
Class T	3,715,268	6,310,012
Class B	242,938	574,582
Class C	3,707,592	6,249,863
Small Cap Growth	83,762,458	191,545,684
Class F	-	80,609,253
Class I	4,296,573	7,913,662
Total	$ 103,188,484	$ 306,246,236

^A All Class F Shares were redeemed on November 15, 2013.

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014 ^A	2015	2014 ^A
Class A
Shares sold	2,167,593	1,706,264	$ 41,925,439	$ 32,017,468
Reinvestment of distributions	412,446	685,582	7,203,479	12,377,436
Shares redeemed	(1,515,208)	(1,267,150)	(27,623,856)	(23,663,751)
Net increase (decrease)	1,064,831	1,124,696	$ 21,505,062	$ 20,731,153

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014 ^A	2015	2014 ^A
Class T
Shares sold	659,898	787,491	$ 12,282,234	$ 14,539,628
Reinvestment of distributions	211,200	341,036	3,613,802	6,061,090
Shares redeemed	(660,724)	(506,140)	(11,765,139)	(9,192,820)
Net increase (decrease)	210,374	622,387	$ 4,130,897	$ 11,407,898
Class B
Shares sold	11,802	11,205	$ 209,809	$ 198,217
Reinvestment of distributions	14,482	32,147	235,501	548,598
Shares redeemed	(66,110)	(66,282)	(1,127,352)	(1,168,208)
Net increase (decrease)	(39,826)	(22,930)	$ (682,042)	$ (421,393)
Class C
Shares sold	992,298	918,904	$ 17,729,436	$ 16,220,240
Reinvestment of distributions	216,825	347,970	3,508,500	5,911,022
Shares redeemed	(778,826)	(510,512)	(13,034,787)	(8,883,388)
Net increase (decrease)	430,297	756,362	$ 8,203,149	$ 13,247,874
Small Cap Growth
Shares sold	23,816,242	30,614,664	$ 475,203,336	$ 589,831,022
Reinvestment of distributions	4,527,816	10,184,956	81,276,349	187,557,177
Shares redeemed	(22,793,867)	(48,426,256)^B	(412,013,233)	(934,113,968)^B
Net increase (decrease)	5,550,191	(7,626,636)	$ 144,466,452	$ (156,725,769)
Class F
Shares sold	-	768,083	$ -	$ 15,293,461
Reinvestment of distributions	-	4,357,257	-	80,609,253
Shares redeemed	-	(41,060,113)^B	-	(806,457,595)^B
Net increase (decrease)	-	(35,934,773)	$ -	$ (710,554,881)
Class I
Shares sold	2,387,318	933,934	$ 47,676,724	$ 18,129,031
Reinvestment of distributions	220,272	381,830	3,963,647	7,062,159
Shares redeemed	(789,017)	(1,069,577)	(15,108,080)	(20,552,810)
Net increase (decrease)	1,818,573	246,187	$ 36,532,291	$ 4,638,380

^A All Class F Shares were redeemed on November 15, 2013.

^B Amount includes in-kind redemptions.

Annual Report

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth 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 Small Cap Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Small Cap Growth 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2015

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. 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 (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

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

Annual Report

Trustees and Officers - continued

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

Fidelity funds are overseen by different Boards of Trustees. The funds' 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 funds' 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 fund's valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Fund (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).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Growth Fund voted to pay on September 14, 2015, to shareholders of record at the opening of business on September 11, 2015, a distribution of $0.785 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2015, $75,767,806, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth 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 2015 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 relationship 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of 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 portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. 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, and compliance 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 and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

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) reducing management fees and total expenses for certain index funds and diversified international funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching active fixed-income exchange-traded funds; (viii) continuing to develop, acquire and implement systems and technology to improve services to the funds and information security and to increase efficiency; (ix) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (x) modifying the eligibility criteria for certain share classes to accommodate roll-over assets from employer-sponsored retirement plans; (xi) launching a new Class W of the Freedom Index Funds to attract and retain Fidelity record-kept retirement plan assets; and (xii) implementing changes to Fidelity's money market product line in response to recent money market regulatory reforms.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Fidelity Small Cap Growth Fund

scp41

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 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 Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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 Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

scp43

Annual Report

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 2014. 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 other Fidelity fund boards to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. Committee 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 as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board 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 of Class A, Class B, Class C, Class I, and the retail class ranked below its competitive median for 2014 and the total expense ratio of Class T ranked above its competitive median for 2014. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of 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, although Class T was above the median of the universe presented for comparison, 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 fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

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

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

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 sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) 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, with particular focus on certain funds with negative margins; (vi) the realization of fall-out benefits in certain Fidelity business units; (vii) economies of scale and the way in which they are shared with fund shareholders; (viii) Fidelity's group fee structures, including the group fee schedule of breakpoints; (ix) the impact of cost containment measures on the funds; and (x) the transfer agent fee structure.

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.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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

Fidelity Automated Service
Telephone (FAST®) scp45
1-800-544-5555

Automated line for quickest service

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

SCP-UANN-0915
1.803694.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Growth

Fund - Class A, Class T,
Class B and Class C

Annual Report

July 31, 2015

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Small Cap
Growth Fund

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)	17.30%	16.66%	8.68%
Class T (incl. 3.50% sales charge)	19.76%	16.89%	8.65%
Class B (incl. contingent deferred sales charge) ^A	18.48%	16.94%	8.74%
Class C (incl. contingent deferred sales charge) ^B	22.53%	17.17%	8.50%

^AClass B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

^BClass C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Growth Fund - Class A on July 31, 2005, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

scp60

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Class A	1.26%
Actual		$ 1,000.00	$ 1,165.60	$ 6.77
Hypothetical ^A		$ 1,000.00	$ 1,018.55	$ 6.31
Class T	1.54%
Actual		$ 1,000.00	$ 1,164.10	$ 8.26
Hypothetical^A		$ 1,000.00	$ 1,017.16	$ 7.70
Class B	2.09%
Actual		$ 1,000.00	$ 1,161.50	$ 11.20
Hypothetical ^A		$ 1,000.00	$ 1,014.43	$ 10.44
Class C	2.05%
Actual		$ 1,000.00	$ 1,161.60	$ 10.99
Hypothetical ^A		$ 1,000.00	$ 1,014.63	$ 10.24
Small Cap Growth	.97%
Actual		$ 1,000.00	$ 1,168.00	$ 5.21
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86
Class I	.97%
Actual		$ 1,000.00	$ 1,167.70	$ 5.21
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86

^A 5% return per year before expenses

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

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
2U, Inc.	2.4	1.3
Global Payments, Inc.	1.4	1.8
Huron Consulting Group, Inc.	1.4	1.7
G-III Apparel Group Ltd.	1.3	1.6
Vail Resorts, Inc.	1.2	1.4
Gartner, Inc. Class A	1.2	1.6
Mentor Graphics Corp.	1.2	0.0
Starz Series A	1.2	0.0
Deluxe Corp.	1.2	0.0
Universal Electronics	1.1	1.2
	13.6
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	29.2	26.3
Information Technology	24.4	26.3
Consumer Discretionary	17.3	17.5
Industrials	14.5	14.0
Financials	5.3	7.3

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 96.0%			Stocks 97.5%
	Other Investments 1.9%			Other Investments 1.2%
	Short-Term Investments and Net Other Assets (Liabilities) 2.1%			Short-Term Investments and Net Other Assets (Liabilities) 1.3%
* Foreign investments		3.6%	** Foreign investments		3.1%

scp74

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 96.0%
	Shares		Value
CONSUMER DISCRETIONARY - 17.3%
Auto Components - 0.7%
Tenneco, Inc. (a)	145,400		$ 7,242,374
Visteon Corp. (a)	54,100		5,384,573
			12,626,947
Diversified Consumer Services - 3.2%
2U, Inc. (a)(d)	1,274,330		40,893,251
Service Corp. International	429,100		13,091,841
			53,985,092
Hotels, Restaurants & Leisure - 3.1%
Churchill Downs, Inc.	22,055		2,978,748
DineEquity, Inc.	110,000		11,441,100
Domino's Pizza, Inc.	80,000		9,107,200
Vail Resorts, Inc.	190,800		20,928,852
Wingstop, Inc. (d)	230,800		7,911,824
			52,367,724
Household Durables - 2.3%
Libbey, Inc.	124,998		4,651,176
Tempur Sealy International, Inc. (a)	210,000		15,865,500
Universal Electronics, Inc. (a)	364,209		18,880,595
			39,397,271
Internet & Catalog Retail - 0.4%
HSN, Inc.	85,615		6,293,559
Leisure Products - 0.7%
Malibu Boats, Inc. Class A (a)	369,100		7,127,321
Vista Outdoor, Inc. (a)	90,000		4,245,300
			11,372,621
Media - 4.7%
AMC Networks, Inc. Class A (a)	175,019		14,740,100
Crown Media Holdings, Inc. Class A (a)	7,275		32,519
Gray Television, Inc. (a)	250,000		4,222,500
IMAX Corp. (a)	310,000		11,597,100
Live Nation Entertainment, Inc. (a)	455,200		11,935,344
Nexstar Broadcasting Group, Inc. Class A	280,000		16,060,800
Starz Series A (a)	493,945		19,980,075
			78,568,438
Specialty Retail - 0.5%
Asbury Automotive Group, Inc. (a)	90,000		7,947,000
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 1.7%
G-III Apparel Group Ltd. (a)	301,800		$ 21,799,014
Unifi, Inc. (a)	200,000		6,172,000
			27,971,014
TOTAL CONSUMER DISCRETIONARY			290,529,666
CONSUMER STAPLES - 1.5%
Food Products - 0.9%
Pinnacle Foods, Inc.	330,000		14,833,500
Household Products - 0.6%
Spectrum Brands Holdings, Inc.	95,000		10,065,250
TOTAL CONSUMER STAPLES			24,898,750
ENERGY - 0.8%
Energy Equipment & Services - 0.5%
Dril-Quip, Inc. (a)	83,900		4,900,599
Superior Drilling Products, Inc. (a)(e)	1,168,655		1,928,281
Xtreme Drilling & Coil Services Corp. (a)	1,289,000		2,552,670
			9,381,550
Oil, Gas & Consumable Fuels - 0.3%
StealthGas, Inc. (a)	890,400		5,012,952
TOTAL ENERGY			14,394,502
FINANCIALS - 5.3%
Banks - 1.7%
Investors Bancorp, Inc.	1,000,000		12,180,000
Pacific Premier Bancorp, Inc. (a)	899,977		17,108,563
			29,288,563
Capital Markets - 0.4%
E*TRADE Financial Corp. (a)	250,200		7,110,684
Consumer Finance - 0.5%
PRA Group, Inc. (a)(d)	120,493		7,657,330
Insurance - 1.3%
AmTrust Financial Services, Inc.	100,000		6,951,000
First American Financial Corp.	370,000		15,014,600
			21,965,600
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
Colony Financial, Inc.	380,000		$ 8,633,600
Thrifts & Mortgage Finance - 0.9%
Meridian Bancorp, Inc. (a)	1,094,070		14,266,673
TOTAL FINANCIALS			88,922,450
HEALTH CARE - 29.2%
Biotechnology - 11.8%
Alder Biopharmaceuticals, Inc. (a)	100,000		4,642,000
Amicus Therapeutics, Inc. (a)	520,000		8,938,800
Anacor Pharmaceuticals, Inc. (a)	105,000		15,664,950
BioCryst Pharmaceuticals, Inc. (a)	250,000		3,870,000
Cara Therapeutics, Inc. (a)	102,517		2,184,637
Celldex Therapeutics, Inc. (a)(d)	293,400		6,909,570
Cellectis SA sponsored ADR	104,100		3,696,591
Cepheid, Inc. (a)	56,938		3,165,183
Chimerix, Inc. (a)	210,100		11,290,774
Clovis Oncology, Inc. (a)	80,000		6,754,400
Coherus BioSciences, Inc.	48,424		1,698,714
Curis, Inc. (a)	1,007,700		3,164,178
DBV Technologies SA sponsored ADR (a)	129,022		5,624,069
Dyax Corp. (a)	440,400		10,838,244
Dynavax Technologies Corp. (a)	160,000		4,705,600
Halozyme Therapeutics, Inc. (a)	285,137		6,655,098
Heron Therapeutics, Inc. (a)	175,000		5,659,500
Insmed, Inc. (a)	223,400		6,054,140
Intercept Pharmaceuticals, Inc. (a)	31,600		8,336,396
La Jolla Pharmaceutical Co. (a)(d)	152,622		4,639,709
Lion Biotechnologies, Inc. (a)(d)	410,000		3,509,600
Mirati Therapeutics, Inc. (a)	169,700		4,855,117
Novavax, Inc. (a)	1,239,903		14,953,230
Otonomy, Inc.	135,500		3,491,835
Portola Pharmaceuticals, Inc. (a)	140,000		6,921,600
ProNai Therapeutics, Inc.	7,331		200,869
Receptos, Inc. (a)	50,100		11,415,786
Repligen Corp. (a)	148,489		5,198,600
TESARO, Inc. (a)	110,000		6,380,000
Threshold Pharmaceuticals, Inc. (a)(d)	669,900		2,893,968
Ultragenyx Pharmaceutical, Inc. (a)	110,000		13,302,300
XOMA Corp. (a)(d)	570,634		416,905
			198,032,363
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - 7.2%
Align Technology, Inc. (a)	100,000		$ 6,270,000
Atricure, Inc. (a)	310,000		8,614,900
CONMED Corp.	150,000		8,508,000
Cyberonics, Inc. (a)	151,122		9,278,891
Entellus Medical, Inc.	124,976		2,811,960
Globus Medical, Inc. (a)	250,000		7,015,000
Hologic, Inc. (a)	245,000		10,206,700
ICU Medical, Inc. (a)	100,008		9,992,799
Inogen, Inc. (a)	160,000		7,113,600
LDR Holding Corp. (a)	133,755		6,080,502
Nevro Corp.	216,200		10,976,474
NxStage Medical, Inc. (a)	650,300		9,286,284
Teleflex, Inc.	75,000		10,049,250
Wright Medical Group, Inc. (a)	575,000		14,858,000
			121,062,360
Health Care Providers & Services - 6.9%
Aceto Corp.	300,000		7,029,000
AMN Healthcare Services, Inc. (a)	410,300		12,075,129
BioTelemetry, Inc. (a)	192,018		2,348,380
Civitas Solutions, Inc.	303,757		6,831,495
HealthEquity, Inc. (a)	200,000		6,732,000
HealthSouth Corp.	380,000		17,366,000
LHC Group, Inc. (a)	150,000		6,043,500
Molina Healthcare, Inc. (a)	125,000		9,428,750
Surgical Care Affiliates, Inc. (a)	410,000		15,588,200
Team Health Holdings, Inc. (a)	244,200		16,461,522
Teladoc, Inc. (a)	145,000		4,577,650
VCA, Inc. (a)	190,000		11,690,700
			116,172,326
Health Care Technology - 1.4%
athenahealth, Inc. (a)(d)	110,557		15,473,558
Omnicell, Inc. (a)	60,478		2,208,657
Press Ganey Holdings, Inc.	177,059		5,543,717
			23,225,932
Life Sciences Tools & Services - 0.7%
Bruker Corp. (a)	521,500		10,977,575
Fluidigm Corp. (a)	90,000		1,802,700
			12,780,275
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 1.2%
Aratana Therapeutics, Inc. (a)	360,000		$ 6,343,200
Cardiome Pharma Corp. (a)	248,819		2,256,788
Ocular Therapeutix, Inc.	132,500		3,059,425
Prestige Brands Holdings, Inc. (a)	100,000		4,762,000
SCYNEXIS, Inc. (a)	400,000		3,180,000
			19,601,413
TOTAL HEALTH CARE			490,874,669
INDUSTRIALS - 14.5%
Aerospace & Defense - 1.7%
Aerojet Rocketdyne Holdings, Inc. (a)	367,491		8,602,964
Huntington Ingalls Industries, Inc.	65,000		7,631,650
Teledyne Technologies, Inc. (a)	123,000		12,751,410
			28,986,024
Building Products - 1.2%
A.O. Smith Corp.	130,000		9,336,600
Universal Forest Products, Inc.	170,000		10,795,000
			20,131,600
Commercial Services & Supplies - 4.6%
Deluxe Corp.	310,000		19,973,300
KAR Auction Services, Inc.	300,000		11,679,000
Knoll, Inc.	687,500		16,637,500
Matthews International Corp. Class A	160,018		8,616,969
Multi-Color Corp.	161,900		10,338,934
West Corp.	365,000		10,530,250
			77,775,953
Electrical Equipment - 1.3%
AZZ, Inc.	175,000		9,056,250
Babcock & Wilcox Enterprises, Inc. (a)	9,500		187,340
BWX Technologies, Inc.	531,000		13,041,360
			22,284,950
Machinery - 1.1%
Hillenbrand, Inc.	260,000		7,373,600
Mueller Industries, Inc.	343,400		11,115,858
			18,489,458
Professional Services - 4.0%
Advisory Board Co. (a)	150,000		8,985,000
CBIZ, Inc. (a)	1,316,100		12,897,780
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Exponent, Inc.	255,000		$ 11,344,950
GP Strategies Corp. (a)	350,557		10,057,480
Huron Consulting Group, Inc. (a)	301,200		23,032,764
			66,317,974
Road & Rail - 0.6%
Swift Transporation Co. (a)	400,000		9,528,000
TOTAL INDUSTRIALS			243,513,959
INFORMATION TECHNOLOGY - 24.4%
Communications Equipment - 1.2%
CommScope Holding Co., Inc. (a)	340,000		10,665,800
Infinera Corp. (a)	358,377		8,579,545
			19,245,345
Electronic Equipment & Components - 1.3%
IPG Photonics Corp. (a)(d)	47,300		4,362,006
Jabil Circuit, Inc.	150,000		3,037,500
RealD, Inc. (a)	1,092,300		13,708,365
			21,107,871
Internet Software & Services - 3.2%
comScore, Inc. (a)	130,551		7,637,234
Cvent, Inc. (a)(d)	426,960		11,493,763
Demandware, Inc. (a)	120,000		9,067,200
Gogo, Inc. (a)(d)	350,488		6,389,396
Q2 Holdings, Inc. (a)	200,000		5,438,000
Stamps.com, Inc. (a)	208,711		14,317,575
			54,343,168
IT Services - 6.8%
Broadridge Financial Solutions, Inc.	160,100		8,688,627
CACI International, Inc. Class A (a)	80,000		6,570,400
Euronet Worldwide, Inc. (a)	160,000		10,960,000
Gartner, Inc. Class A (a)	232,130		20,559,754
Genpact Ltd. (a)	430,000		9,550,300
Global Payments, Inc.	210,500		23,594,945
Mattersight Corp. (a)(e)	1,854,975		12,150,086
Maximus, Inc.	220,000		15,006,200
Virtusa Corp. (a)	150,000		7,191,000
			114,271,312
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 2.0%
Cavium, Inc. (a)	58,210		$ 3,946,638
Cirrus Logic, Inc. (a)	450,000		14,854,500
MKS Instruments, Inc.	123,264		4,375,872
Monolithic Power Systems, Inc.	190,000		9,824,900
			33,001,910
Software - 9.5%
AVG Technologies NV (a)	280,000		8,047,200
Blackbaud, Inc.	260,000		15,901,600
Cadence Design Systems, Inc. (a)(d)	796,200		16,696,314
Digimarc Corp. (a)(d)	36,300		1,442,562
Ebix, Inc. (d)	124,017		3,843,287
Fleetmatics Group PLC (a)	195,000		9,334,650
HubSpot, Inc.	210,500		11,356,475
Imperva, Inc. (a)	100,000		6,570,000
Manhattan Associates, Inc. (a)	183,400		11,887,988
Mentor Graphics Corp.	780,000		20,350,200
Paylocity Holding Corp. (a)(d)	170,000		6,106,400
Progress Software Corp. (a)	483,700		14,356,216
Qlik Technologies, Inc. (a)	460,000		18,611,600
Verint Systems, Inc. (a)	255,200		14,857,744
			159,362,236
Technology Hardware, Storage & Peripherals - 0.4%
Nimble Storage, Inc. (a)(d)	265,937		7,345,180
TOTAL INFORMATION TECHNOLOGY			408,677,022
MATERIALS - 2.1%
Chemicals - 0.5%
Cytec Industries, Inc.	110,000		8,165,300
Containers & Packaging - 1.4%
Avery Dennison Corp.	100,000		6,085,000
Graphic Packaging Holding Co.	1,200,200		18,123,020
			24,208,020
Paper & Forest Products - 0.2%
TFS Corp. Ltd. (d)	2,400,000		2,578,792
TOTAL MATERIALS			34,952,112
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.9%
inContact, Inc. (a)	1,214,000		$ 11,265,920
Vonage Holdings Corp. (a)	505,436		3,229,736
			14,495,656
TOTAL COMMON STOCKS (Cost $1,363,452,109)		1,611,258,786
Money Market Funds - 8.2%

Fidelity Cash Central Fund, 0.17% (b)	64,469,445		64,469,445
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	72,538,290		72,538,290
TOTAL MONEY MARKET FUNDS (Cost $137,007,735)		137,007,735
Equity Funds - 1.9%

Small Growth Funds - 1.9%
iShares Russell 2000 Growth Index ETF (d) (Cost $31,405,658)	200,000		30,990,000
TOTAL INVESTMENT PORTFOLIO - 106.1% (Cost $1,531,865,502)			1,779,256,521
NET OTHER ASSETS (LIABILITIES) - (6.1)%			(101,610,380)
NET ASSETS - 100%		$ 1,677,646,141

Security Type Abbreviations
ETF	-	Exchange Traded Fund

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 43,708
Fidelity Securities Lending Cash Central Fund	664,654
Total	$ 708,362

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Mattersight Corp.	$ -	$ 11,000,002	$ -	$ -	$ 12,150,086
Superior Drilling Products, Inc.	8,049,395	212,441	408,453	-	1,928,281
Total	$ 8,049,395	$ 11,212,443	$ 408,453	$ -	$ 14,078,367

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $71,636,998) - See accompanying schedule: Unaffiliated issuers (cost $1,379,096,390)	$ 1,628,170,419
Fidelity Central Funds (cost $137,007,735)	137,007,735
Other affiliated issuers (cost $15,761,377)	14,078,367
Total Investments (cost $1,531,865,502)		$ 1,779,256,521
Cash		786,138
Receivable for investments sold		19,073,092
Receivable for fund shares sold		8,384,535
Dividends receivable		87,629
Distributions receivable from Fidelity Central Funds		55,876
Other receivables		54,301
Total assets		1,807,698,092

Liabilities
Payable for investments purchased	$ 55,000,596
Payable for fund shares redeemed	1,049,146
Accrued management fee	1,014,913
Distribution and service plan fees payable	91,566
Other affiliated payables	296,642
Other payables and accrued expenses	60,798
Collateral on securities loaned, at value	72,538,290
Total liabilities		130,051,951

Net Assets		$ 1,677,646,141
Net Assets consist of:
Paid in capital		$ 1,364,084,364
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		66,183,697
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		247,378,080
Net Assets		$ 1,677,646,141

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

		July 31, 2015

Calculation of Maximum Offering Price
Class A: Net Asset Value and redemption price per share ($123,369,546 ÷ 6,002,419 shares)		$ 20.55

Maximum offering price per share (100/94.25 of $20.55)		$ 21.80
Class T: Net Asset Value and redemption price per share ($52,667,039 ÷ 2,622,233 shares)		$ 20.08

Maximum offering price per share (100/96.50 of $20.08)		$ 20.81
Class B: Net Asset Value and offering price per share ($2,357,028 ÷ 124,107 shares)		$ 18.99

Class C: Net Asset Value and offering price per share ($55,671,491 ÷ 2,946,209 shares)		$ 18.90

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,345,684,071 ÷ 63,486,022 shares)		$ 21.20

Class I: Net Asset Value, offering price and redemption price per share ($97,896,966 ÷ 4,609,963 shares)		$ 21.24

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

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

Annual Report

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends		$ 5,957,242
Income from Fidelity Central Funds (including $664,654 from security lending)		708,362
Total income		6,665,604

Expenses
Management fee
Basic fee	$ 8,851,814
Performance adjustment	(551,250)
Transfer agent fees	2,715,918
Distribution and service plan fees	913,847
Accounting and security lending fees	423,000
Custodian fees and expenses	46,646
Independent trustees' compensation	5,261
Registration fees	139,484
Audit	62,075
Legal	3,043
Interest	4,117
Miscellaneous	9,013
Total expenses before reductions	12,622,968
Expense reductions	(173,323)	12,449,645
Net investment income (loss)		(5,784,041)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	109,364,383
Other affiliated issuers	(615,913)
Foreign currency transactions	6,149
Total net realized gain (loss)		108,754,619
Change in net unrealized appreciation (depreciation) on: Investment securities	166,441,450
Assets and liabilities in foreign currencies	(9,237)
Total change in net unrealized appreciation (depreciation)		166,432,213
Net gain (loss)		275,186,832
Net increase (decrease) in net assets resulting from operations		$ 269,402,791

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,784,041)	$ (5,539,870)
Net realized gain (loss)	108,754,619	529,975,803
Change in net unrealized appreciation (depreciation)	166,432,213	(344,219,184)
Net increase (decrease) in net assets resulting from operations	269,402,791	180,216,749
Distributions to shareholders from net realized gain	(103,188,484)	(306,246,236)
Share transactions - net increase (decrease)	214,155,809	(817,676,738)
Redemption fees	177,411	398,744
Total increase (decrease) in net assets	380,547,527	(943,307,481)

Net Assets
Beginning of period	1,297,098,614	2,240,406,095
End of period (including accumulated net investment loss of $0 and accumulated net investment loss of $4,082,221, respectively)	$ 1,677,646,141	$ 1,297,098,614

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 17.99	$ 19.66	$ 15.87	$ 16.42	$ 12.66
Income from Investment Operations
Net investment income (loss) ^C	(.13)	(.12)	(.04)	(.07) ^F	(.07) ^G
Net realized and unrealized gain (loss)	4.23	1.69	4.87	(.16)	3.84
Total from investment operations	4.10	1.57	4.83	(.23)	3.77
Distributions from net realized gain	(1.54)	(3.24)	(1.04)	(.32)	(.01) ^K
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 20.55	$ 17.99	$ 19.66	$ 15.87	$ 16.42
Total Return^{A, B}	24.46%	8.58%	32.20%	(1.14)%	29.78%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.21%	1.22%	1.24%	1.35%	1.25%
Expenses net of fee waivers, if any	1.21%	1.22%	1.24%	1.35%	1.25%
Expenses net of all reductions	1.20%	1.22%	1.22%	1.34%	1.23%
Net investment income (loss)	(.67)%	(.62)%	(.26)%	(.49)%^F	(.47)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 123,370	$ 88,822	$ 74,978	$ 59,684	$ 67,272
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 17.66	$ 19.38	$ 15.68	$ 16.27	$ 12.57
Income from Investment Operations
Net investment income (loss)^C	(.17)	(.16)	(.09)	(.11) ^F	(.11) ^G
Net realized and unrealized gain (loss)	4.13	1.66	4.82	(.16)	3.81
Total from investment operations	3.96	1.50	4.73	(.27)	3.70
Distributions from net realized gain	(1.54)	(3.22)	(1.03)	(.32)	-
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 20.08	$ 17.66	$ 19.38	$ 15.68	$ 16.27
Total Return^{A, B}	24.10%	8.30%	31.87%	(1.41)%	29.44%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.49%	1.50%	1.49%	1.61%	1.50%
Expenses net of fee waivers, if any	1.48%	1.50%	1.49%	1.61%	1.50%
Expenses net of all reductions	1.47%	1.49%	1.48%	1.60%	1.49%
Net investment income (loss)	(.95)%	(.90)%	(.52)%	(.74)%^F	(.73)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 52,667	$ 42,586	$ 34,686	$ 27,658	$ 30,764
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.86	$ 18.65	$ 15.19	$ 15.86	$ 12.30
Income from Investment Operations
Net investment income (loss)^C	(.25)	(.25)	(.16)	(.18) ^F	(.18) ^G
Net realized and unrealized gain (loss)	3.92	1.60	4.64	(.17)	3.74
Total from investment operations	3.67	1.35	4.48	(.35)	3.56
Distributions from net realized gain	(1.54)	(3.14)	(1.02)	(.32)	-
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 18.99	$ 16.86	$ 18.65	$ 15.19	$ 15.86
Total Return^{A, B}	23.48%	7.73%	31.25%	(1.96)%	28.94%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.01%	2.01%	1.99%	2.10%	2.00%
Expenses net of fee waivers, if any	2.01%	2.01%	1.99%	2.10%	2.00%
Expenses net of all reductions	2.00%	2.01%	1.97%	2.09%	1.98%
Net investment income (loss)	(1.47)%	(1.41)%	(1.01)%	(1.23)%^F	(1.22)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,357	$ 2,764	$ 3,486	$ 4,123	$ 5,295
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.78	$ 18.62	$ 15.16	$ 15.83	$ 12.28
Income from Investment Operations
Net investment income (loss)^C	(.25)	(.25)	(.16)	(.18) ^F	(.18) ^G
Net realized and unrealized gain (loss)	3.91	1.59	4.64	(.17)	3.73
Total from investment operations	3.66	1.34	4.48	(.35)	3.55
Distributions from net realized gain	(1.54)	(3.18)	(1.02)	(.32)	-
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 18.90	$ 16.78	$ 18.62	$ 15.16	$ 15.83
Total Return^{A, B}	23.53%	7.70%	31.32%	(1.96)%	28.91%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.00%	2.01%	1.99%	2.10%	2.00%
Expenses net of fee waivers, if any	2.00%	2.00%	1.99%	2.10%	2.00%
Expenses net of all reductions	1.99%	2.00%	1.97%	2.09%	1.98%
Net investment income (loss)	(1.46)%	(1.41)%	(1.01)%	(1.24)%^F	(1.22)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 55,671	$ 42,215	$ 32,756	$ 24,683	$ 24,914
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.45	$ 20.07	$ 16.14	$ 16.65	$ 12.81
Income from Investment Operations
Net investment income (loss)^B	(.07)	(.06)	.01	(.03) ^E	(.03) ^F
Net realized and unrealized gain (loss)	4.36	1.71	4.98	(.16)	3.90
Total from investment operations	4.29	1.65	4.99	(.19)	3.87
Distributions from net realized gain	(1.54)	(3.27)	(1.06)	(.32)	(.03) ^J
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 21.20	$ 18.45	$ 20.07	$ 16.14	$ 16.65
Total Return ^A	24.91%	8.87%	32.74%	(.88)%	30.20%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.91%	.91%	.90%	1.03%	.95%
Expenses net of fee waivers, if any	.91%	.90%	.90%	1.03%	.95%
Expenses net of all reductions	.90%	.90%	.88%	1.02%	.93%
Net investment income (loss)	(.37)%	(.31)%	.08%	(.16)%^E	(.17)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,345,684	$ 1,069,105	$ 1,315,659	$ 1,166,101	$ 1,382,688
Portfolio turnover rate ^D	156%	148%^I	142%	150%	106%

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

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

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

^H Amount represents less than $.01 per share.

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

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

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

Annual Report

Financial Highlights - Class I

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.49	$ 20.10	$ 16.17	$ 16.68	$ 12.83
Income from Investment Operations
Net investment income (loss) ^B	(.07)	(.06)	.01	(.03)^E	(.03) ^F
Net realized and unrealized gain (loss)	4.36	1.72	4.98	(.16)	3.91
Total from investment operations	4.29	1.66	4.99	(.19)	3.88
Distributions from net realized gain	(1.54)	(3.27)	(1.06)	(.32)	(.03) ^J
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 21.24	$ 18.49	$ 20.10	$ 16.17	$ 16.68
Total Return ^A	24.85%	8.89%	32.65%	(.88)%	30.24%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.93%	.92%	.92%	1.06%	.94%
Expenses net of fee waivers, if any	.93%	.92%	.92%	1.06%	.94%
Expenses net of all reductions	.91%	.92%	.91%	1.05%	.93%
Net investment income (loss)	(.39)%	(.32)%	.06%	(.19)%^E	(.17)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 97,897	$ 51,607	$ 51,158	$ 36,694	$ 41,440
Portfolio turnover rate ^D	156%	148%^I	142%	150%	106%

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

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

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

^H Amount represents less than $.01 per share.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

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

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:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 284,169,323
Gross unrealized depreciation	(39,468,707)
Net unrealized appreciation (depreciation) on securities	$ 244,700,616

Tax Cost	$ 1,534,555,905

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

Undistributed ordinary income	$ 18,130,712
Undistributed long-term capital gain	$ 50,743,387
Net unrealized appreciation (depreciation) on securities and other investments	$ 244,687,677

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ -	$ 106,613,332
Long-term Capital Gains	103,188,484	199,632,904
Total	$ 103,188,484	$ 306,246,236

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,044,918,249 and $1,947,551,562, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 235,371	$ 4,756
Class T	.25%	.25%	224,894	-
Class B	.75%	.25%	25,039	18,886
Class C	.75%	.25%	428,543	68,843
			$ 913,847	$ 92,485

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

	Retained by FDC
Class A	$ 64,422
Class T	11,332
Class B*	1,032
Class C*	6,916
	$ 83,702

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholders of the respective classes of the Fund. 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
Class A	$ 240,180	.25
Class T	124,717	.28
Class B	7,532	.30
Class C	125,384	.29
Small Cap Growth	2,079,578	.20
Class I	138,527	.22
	$ 2,715,918

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 66,799,000	.32%	$ 4,117

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

7. Security Lending.

8. Expense Reductions.

Annual Report

8. Expense Reductions - continued

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $5,837 and a portion of class-level operating expenses as follows:

	Amount
Class A	$ 1,650
Class T	799
Class B	5
Class C	651
Small Cap Growth	28,551
Class I	1,218
	$ 32,874

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014 ^A
From net realized gain
Class A	$ 7,463,655	$ 13,043,180
Class T	3,715,268	6,310,012
Class B	242,938	574,582
Class C	3,707,592	6,249,863
Small Cap Growth	83,762,458	191,545,684
Class F	-	80,609,253
Class I	4,296,573	7,913,662
Total	$ 103,188,484	$ 306,246,236

^A All Class F Shares were redeemed on November 15, 2013.

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014 ^A	2015	2014 ^A
Class A
Shares sold	2,167,593	1,706,264	$ 41,925,439	$ 32,017,468
Reinvestment of distributions	412,446	685,582	7,203,479	12,377,436
Shares redeemed	(1,515,208)	(1,267,150)	(27,623,856)	(23,663,751)
Net increase (decrease)	1,064,831	1,124,696	$ 21,505,062	$ 20,731,153

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014 ^A	2015	2014 ^A
Class T
Shares sold	659,898	787,491	$ 12,282,234	$ 14,539,628
Reinvestment of distributions	211,200	341,036	3,613,802	6,061,090
Shares redeemed	(660,724)	(506,140)	(11,765,139)	(9,192,820)
Net increase (decrease)	210,374	622,387	$ 4,130,897	$ 11,407,898
Class B
Shares sold	11,802	11,205	$ 209,809	$ 198,217
Reinvestment of distributions	14,482	32,147	235,501	548,598
Shares redeemed	(66,110)	(66,282)	(1,127,352)	(1,168,208)
Net increase (decrease)	(39,826)	(22,930)	$ (682,042)	$ (421,393)
Class C
Shares sold	992,298	918,904	$ 17,729,436	$ 16,220,240
Reinvestment of distributions	216,825	347,970	3,508,500	5,911,022
Shares redeemed	(778,826)	(510,512)	(13,034,787)	(8,883,388)
Net increase (decrease)	430,297	756,362	$ 8,203,149	$ 13,247,874
Small Cap Growth
Shares sold	23,816,242	30,614,664	$ 475,203,336	$ 589,831,022
Reinvestment of distributions	4,527,816	10,184,956	81,276,349	187,557,177
Shares redeemed	(22,793,867)	(48,426,256)^B	(412,013,233)	(934,113,968)^B
Net increase (decrease)	5,550,191	(7,626,636)	$ 144,466,452	$ (156,725,769)
Class F
Shares sold	-	768,083	$ -	$ 15,293,461
Reinvestment of distributions	-	4,357,257	-	80,609,253
Shares redeemed	-	(41,060,113)^B	-	(806,457,595)^B
Net increase (decrease)	-	(35,934,773)	$ -	$ (710,554,881)
Class I
Shares sold	2,387,318	933,934	$ 47,676,724	$ 18,129,031
Reinvestment of distributions	220,272	381,830	3,963,647	7,062,159
Shares redeemed	(789,017)	(1,069,577)	(15,108,080)	(20,552,810)
Net increase (decrease)	1,818,573	246,187	$ 36,532,291	$ 4,638,380

^A All Class F Shares were redeemed on November 15, 2013.

^B Amount includes in-kind redemptions.

Annual Report

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2015

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each 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 funds (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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 each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

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

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company), Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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 Alliance Bernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Growth Fund voted to pay to shareholders of record at the opening of business, the following distributions per share derived from capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
Class A	09/14/2015	09/11/2015	$0.759
Class T	09/14/2015	09/11/2015	$0.726
Class B	09/14/2015	09/11/2015	$0.647
Class C	09/14/2015	09/11/2015	$0.662

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Small Cap Growth Fund

scp76

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

scp78

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ASCP-UANN-0915
1.803713.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Growth

Fund - Class I

(formerly Institutional Class)

Annual Report

July 31, 2015

(Fidelity Cover Art)

Class I
is a class of Fidelity®
Small Cap GrowthFund

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 Years
Class I	24.85%	18.41%	9.67%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Growth Fund - Class I on July 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Growth Index performed over the same period.

scp91

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Class A	1.26%
Actual		$ 1,000.00	$ 1,165.60	$ 6.77
Hypothetical ^A		$ 1,000.00	$ 1,018.55	$ 6.31
Class T	1.54%
Actual		$ 1,000.00	$ 1,164.10	$ 8.26
Hypothetical^A		$ 1,000.00	$ 1,017.16	$ 7.70
Class B	2.09%
Actual		$ 1,000.00	$ 1,161.50	$ 11.20
Hypothetical ^A		$ 1,000.00	$ 1,014.43	$ 10.44
Class C	2.05%
Actual		$ 1,000.00	$ 1,161.60	$ 10.99
Hypothetical ^A		$ 1,000.00	$ 1,014.63	$ 10.24
Small Cap Growth	.97%
Actual		$ 1,000.00	$ 1,168.00	$ 5.21
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86
Class I	.97%
Actual		$ 1,000.00	$ 1,167.70	$ 5.21
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86

^A 5% return per year before expenses

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

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
2U, Inc.	2.4	1.3
Global Payments, Inc.	1.4	1.8
Huron Consulting Group, Inc.	1.4	1.7
G-III Apparel Group Ltd.	1.3	1.6
Vail Resorts, Inc.	1.2	1.4
Gartner, Inc. Class A	1.2	1.6
Mentor Graphics Corp.	1.2	0.0
Starz Series A	1.2	0.0
Deluxe Corp.	1.2	0.0
Universal Electronics	1.1	1.2
	13.6
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	29.2	26.3
Information Technology	24.4	26.3
Consumer Discretionary	17.3	17.5
Industrials	14.5	14.0
Financials	5.3	7.3

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 96.0%			Stocks 97.5%
	Other Investments 1.9%			Other Investments 1.2%
	Short-Term Investments and Net Other Assets (Liabilities) 2.1%			Short-Term Investments and Net Other Assets (Liabilities) 1.3%
* Foreign investments		3.6%	** Foreign investments		3.1%

scp105

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 96.0%
	Shares		Value
CONSUMER DISCRETIONARY - 17.3%
Auto Components - 0.7%
Tenneco, Inc. (a)	145,400		$ 7,242,374
Visteon Corp. (a)	54,100		5,384,573
			12,626,947
Diversified Consumer Services - 3.2%
2U, Inc. (a)(d)	1,274,330		40,893,251
Service Corp. International	429,100		13,091,841
			53,985,092
Hotels, Restaurants & Leisure - 3.1%
Churchill Downs, Inc.	22,055		2,978,748
DineEquity, Inc.	110,000		11,441,100
Domino's Pizza, Inc.	80,000		9,107,200
Vail Resorts, Inc.	190,800		20,928,852
Wingstop, Inc. (d)	230,800		7,911,824
			52,367,724
Household Durables - 2.3%
Libbey, Inc.	124,998		4,651,176
Tempur Sealy International, Inc. (a)	210,000		15,865,500
Universal Electronics, Inc. (a)	364,209		18,880,595
			39,397,271
Internet & Catalog Retail - 0.4%
HSN, Inc.	85,615		6,293,559
Leisure Products - 0.7%
Malibu Boats, Inc. Class A (a)	369,100		7,127,321
Vista Outdoor, Inc. (a)	90,000		4,245,300
			11,372,621
Media - 4.7%
AMC Networks, Inc. Class A (a)	175,019		14,740,100
Crown Media Holdings, Inc. Class A (a)	7,275		32,519
Gray Television, Inc. (a)	250,000		4,222,500
IMAX Corp. (a)	310,000		11,597,100
Live Nation Entertainment, Inc. (a)	455,200		11,935,344
Nexstar Broadcasting Group, Inc. Class A	280,000		16,060,800
Starz Series A (a)	493,945		19,980,075
			78,568,438
Specialty Retail - 0.5%
Asbury Automotive Group, Inc. (a)	90,000		7,947,000
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 1.7%
G-III Apparel Group Ltd. (a)	301,800		$ 21,799,014
Unifi, Inc. (a)	200,000		6,172,000
			27,971,014
TOTAL CONSUMER DISCRETIONARY			290,529,666
CONSUMER STAPLES - 1.5%
Food Products - 0.9%
Pinnacle Foods, Inc.	330,000		14,833,500
Household Products - 0.6%
Spectrum Brands Holdings, Inc.	95,000		10,065,250
TOTAL CONSUMER STAPLES			24,898,750
ENERGY - 0.8%
Energy Equipment & Services - 0.5%
Dril-Quip, Inc. (a)	83,900		4,900,599
Superior Drilling Products, Inc. (a)(e)	1,168,655		1,928,281
Xtreme Drilling & Coil Services Corp. (a)	1,289,000		2,552,670
			9,381,550
Oil, Gas & Consumable Fuels - 0.3%
StealthGas, Inc. (a)	890,400		5,012,952
TOTAL ENERGY			14,394,502
FINANCIALS - 5.3%
Banks - 1.7%
Investors Bancorp, Inc.	1,000,000		12,180,000
Pacific Premier Bancorp, Inc. (a)	899,977		17,108,563
			29,288,563
Capital Markets - 0.4%
E*TRADE Financial Corp. (a)	250,200		7,110,684
Consumer Finance - 0.5%
PRA Group, Inc. (a)(d)	120,493		7,657,330
Insurance - 1.3%
AmTrust Financial Services, Inc.	100,000		6,951,000
First American Financial Corp.	370,000		15,014,600
			21,965,600
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
Colony Financial, Inc.	380,000		$ 8,633,600
Thrifts & Mortgage Finance - 0.9%
Meridian Bancorp, Inc. (a)	1,094,070		14,266,673
TOTAL FINANCIALS			88,922,450
HEALTH CARE - 29.2%
Biotechnology - 11.8%
Alder Biopharmaceuticals, Inc. (a)	100,000		4,642,000
Amicus Therapeutics, Inc. (a)	520,000		8,938,800
Anacor Pharmaceuticals, Inc. (a)	105,000		15,664,950
BioCryst Pharmaceuticals, Inc. (a)	250,000		3,870,000
Cara Therapeutics, Inc. (a)	102,517		2,184,637
Celldex Therapeutics, Inc. (a)(d)	293,400		6,909,570
Cellectis SA sponsored ADR	104,100		3,696,591
Cepheid, Inc. (a)	56,938		3,165,183
Chimerix, Inc. (a)	210,100		11,290,774
Clovis Oncology, Inc. (a)	80,000		6,754,400
Coherus BioSciences, Inc.	48,424		1,698,714
Curis, Inc. (a)	1,007,700		3,164,178
DBV Technologies SA sponsored ADR (a)	129,022		5,624,069
Dyax Corp. (a)	440,400		10,838,244
Dynavax Technologies Corp. (a)	160,000		4,705,600
Halozyme Therapeutics, Inc. (a)	285,137		6,655,098
Heron Therapeutics, Inc. (a)	175,000		5,659,500
Insmed, Inc. (a)	223,400		6,054,140
Intercept Pharmaceuticals, Inc. (a)	31,600		8,336,396
La Jolla Pharmaceutical Co. (a)(d)	152,622		4,639,709
Lion Biotechnologies, Inc. (a)(d)	410,000		3,509,600
Mirati Therapeutics, Inc. (a)	169,700		4,855,117
Novavax, Inc. (a)	1,239,903		14,953,230
Otonomy, Inc.	135,500		3,491,835
Portola Pharmaceuticals, Inc. (a)	140,000		6,921,600
ProNai Therapeutics, Inc.	7,331		200,869
Receptos, Inc. (a)	50,100		11,415,786
Repligen Corp. (a)	148,489		5,198,600
TESARO, Inc. (a)	110,000		6,380,000
Threshold Pharmaceuticals, Inc. (a)(d)	669,900		2,893,968
Ultragenyx Pharmaceutical, Inc. (a)	110,000		13,302,300
XOMA Corp. (a)(d)	570,634		416,905
			198,032,363
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - 7.2%
Align Technology, Inc. (a)	100,000		$ 6,270,000
Atricure, Inc. (a)	310,000		8,614,900
CONMED Corp.	150,000		8,508,000
Cyberonics, Inc. (a)	151,122		9,278,891
Entellus Medical, Inc.	124,976		2,811,960
Globus Medical, Inc. (a)	250,000		7,015,000
Hologic, Inc. (a)	245,000		10,206,700
ICU Medical, Inc. (a)	100,008		9,992,799
Inogen, Inc. (a)	160,000		7,113,600
LDR Holding Corp. (a)	133,755		6,080,502
Nevro Corp.	216,200		10,976,474
NxStage Medical, Inc. (a)	650,300		9,286,284
Teleflex, Inc.	75,000		10,049,250
Wright Medical Group, Inc. (a)	575,000		14,858,000
			121,062,360
Health Care Providers & Services - 6.9%
Aceto Corp.	300,000		7,029,000
AMN Healthcare Services, Inc. (a)	410,300		12,075,129
BioTelemetry, Inc. (a)	192,018		2,348,380
Civitas Solutions, Inc.	303,757		6,831,495
HealthEquity, Inc. (a)	200,000		6,732,000
HealthSouth Corp.	380,000		17,366,000
LHC Group, Inc. (a)	150,000		6,043,500
Molina Healthcare, Inc. (a)	125,000		9,428,750
Surgical Care Affiliates, Inc. (a)	410,000		15,588,200
Team Health Holdings, Inc. (a)	244,200		16,461,522
Teladoc, Inc. (a)	145,000		4,577,650
VCA, Inc. (a)	190,000		11,690,700
			116,172,326
Health Care Technology - 1.4%
athenahealth, Inc. (a)(d)	110,557		15,473,558
Omnicell, Inc. (a)	60,478		2,208,657
Press Ganey Holdings, Inc.	177,059		5,543,717
			23,225,932
Life Sciences Tools & Services - 0.7%
Bruker Corp. (a)	521,500		10,977,575
Fluidigm Corp. (a)	90,000		1,802,700
			12,780,275
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 1.2%
Aratana Therapeutics, Inc. (a)	360,000		$ 6,343,200
Cardiome Pharma Corp. (a)	248,819		2,256,788
Ocular Therapeutix, Inc.	132,500		3,059,425
Prestige Brands Holdings, Inc. (a)	100,000		4,762,000
SCYNEXIS, Inc. (a)	400,000		3,180,000
			19,601,413
TOTAL HEALTH CARE			490,874,669
INDUSTRIALS - 14.5%
Aerospace & Defense - 1.7%
Aerojet Rocketdyne Holdings, Inc. (a)	367,491		8,602,964
Huntington Ingalls Industries, Inc.	65,000		7,631,650
Teledyne Technologies, Inc. (a)	123,000		12,751,410
			28,986,024
Building Products - 1.2%
A.O. Smith Corp.	130,000		9,336,600
Universal Forest Products, Inc.	170,000		10,795,000
			20,131,600
Commercial Services & Supplies - 4.6%
Deluxe Corp.	310,000		19,973,300
KAR Auction Services, Inc.	300,000		11,679,000
Knoll, Inc.	687,500		16,637,500
Matthews International Corp. Class A	160,018		8,616,969
Multi-Color Corp.	161,900		10,338,934
West Corp.	365,000		10,530,250
			77,775,953
Electrical Equipment - 1.3%
AZZ, Inc.	175,000		9,056,250
Babcock & Wilcox Enterprises, Inc. (a)	9,500		187,340
BWX Technologies, Inc.	531,000		13,041,360
			22,284,950
Machinery - 1.1%
Hillenbrand, Inc.	260,000		7,373,600
Mueller Industries, Inc.	343,400		11,115,858
			18,489,458
Professional Services - 4.0%
Advisory Board Co. (a)	150,000		8,985,000
CBIZ, Inc. (a)	1,316,100		12,897,780
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Exponent, Inc.	255,000		$ 11,344,950
GP Strategies Corp. (a)	350,557		10,057,480
Huron Consulting Group, Inc. (a)	301,200		23,032,764
			66,317,974
Road & Rail - 0.6%
Swift Transporation Co. (a)	400,000		9,528,000
TOTAL INDUSTRIALS			243,513,959
INFORMATION TECHNOLOGY - 24.4%
Communications Equipment - 1.2%
CommScope Holding Co., Inc. (a)	340,000		10,665,800
Infinera Corp. (a)	358,377		8,579,545
			19,245,345
Electronic Equipment & Components - 1.3%
IPG Photonics Corp. (a)(d)	47,300		4,362,006
Jabil Circuit, Inc.	150,000		3,037,500
RealD, Inc. (a)	1,092,300		13,708,365
			21,107,871
Internet Software & Services - 3.2%
comScore, Inc. (a)	130,551		7,637,234
Cvent, Inc. (a)(d)	426,960		11,493,763
Demandware, Inc. (a)	120,000		9,067,200
Gogo, Inc. (a)(d)	350,488		6,389,396
Q2 Holdings, Inc. (a)	200,000		5,438,000
Stamps.com, Inc. (a)	208,711		14,317,575
			54,343,168
IT Services - 6.8%
Broadridge Financial Solutions, Inc.	160,100		8,688,627
CACI International, Inc. Class A (a)	80,000		6,570,400
Euronet Worldwide, Inc. (a)	160,000		10,960,000
Gartner, Inc. Class A (a)	232,130		20,559,754
Genpact Ltd. (a)	430,000		9,550,300
Global Payments, Inc.	210,500		23,594,945
Mattersight Corp. (a)(e)	1,854,975		12,150,086
Maximus, Inc.	220,000		15,006,200
Virtusa Corp. (a)	150,000		7,191,000
			114,271,312
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 2.0%
Cavium, Inc. (a)	58,210		$ 3,946,638
Cirrus Logic, Inc. (a)	450,000		14,854,500
MKS Instruments, Inc.	123,264		4,375,872
Monolithic Power Systems, Inc.	190,000		9,824,900
			33,001,910
Software - 9.5%
AVG Technologies NV (a)	280,000		8,047,200
Blackbaud, Inc.	260,000		15,901,600
Cadence Design Systems, Inc. (a)(d)	796,200		16,696,314
Digimarc Corp. (a)(d)	36,300		1,442,562
Ebix, Inc. (d)	124,017		3,843,287
Fleetmatics Group PLC (a)	195,000		9,334,650
HubSpot, Inc.	210,500		11,356,475
Imperva, Inc. (a)	100,000		6,570,000
Manhattan Associates, Inc. (a)	183,400		11,887,988
Mentor Graphics Corp.	780,000		20,350,200
Paylocity Holding Corp. (a)(d)	170,000		6,106,400
Progress Software Corp. (a)	483,700		14,356,216
Qlik Technologies, Inc. (a)	460,000		18,611,600
Verint Systems, Inc. (a)	255,200		14,857,744
			159,362,236
Technology Hardware, Storage & Peripherals - 0.4%
Nimble Storage, Inc. (a)(d)	265,937		7,345,180
TOTAL INFORMATION TECHNOLOGY			408,677,022
MATERIALS - 2.1%
Chemicals - 0.5%
Cytec Industries, Inc.	110,000		8,165,300
Containers & Packaging - 1.4%
Avery Dennison Corp.	100,000		6,085,000
Graphic Packaging Holding Co.	1,200,200		18,123,020
			24,208,020
Paper & Forest Products - 0.2%
TFS Corp. Ltd. (d)	2,400,000		2,578,792
TOTAL MATERIALS			34,952,112
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.9%
inContact, Inc. (a)	1,214,000		$ 11,265,920
Vonage Holdings Corp. (a)	505,436		3,229,736
			14,495,656
TOTAL COMMON STOCKS (Cost $1,363,452,109)		1,611,258,786
Money Market Funds - 8.2%

Fidelity Cash Central Fund, 0.17% (b)	64,469,445		64,469,445
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	72,538,290		72,538,290
TOTAL MONEY MARKET FUNDS (Cost $137,007,735)		137,007,735
Equity Funds - 1.9%

Small Growth Funds - 1.9%
iShares Russell 2000 Growth Index ETF (d) (Cost $31,405,658)	200,000		30,990,000
TOTAL INVESTMENT PORTFOLIO - 106.1% (Cost $1,531,865,502)			1,779,256,521
NET OTHER ASSETS (LIABILITIES) - (6.1)%			(101,610,380)
NET ASSETS - 100%		$ 1,677,646,141

Security Type Abbreviations
ETF	-	Exchange Traded Fund

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 43,708
Fidelity Securities Lending Cash Central Fund	664,654
Total	$ 708,362

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Mattersight Corp.	$ -	$ 11,000,002	$ -	$ -	$ 12,150,086
Superior Drilling Products, Inc.	8,049,395	212,441	408,453	-	1,928,281
Total	$ 8,049,395	$ 11,212,443	$ 408,453	$ -	$ 14,078,367

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $71,636,998) - See accompanying schedule: Unaffiliated issuers (cost $1,379,096,390)	$ 1,628,170,419
Fidelity Central Funds (cost $137,007,735)	137,007,735
Other affiliated issuers (cost $15,761,377)	14,078,367
Total Investments (cost $1,531,865,502)		$ 1,779,256,521
Cash		786,138
Receivable for investments sold		19,073,092
Receivable for fund shares sold		8,384,535
Dividends receivable		87,629
Distributions receivable from Fidelity Central Funds		55,876
Other receivables		54,301
Total assets		1,807,698,092

Liabilities
Payable for investments purchased	$ 55,000,596
Payable for fund shares redeemed	1,049,146
Accrued management fee	1,014,913
Distribution and service plan fees payable	91,566
Other affiliated payables	296,642
Other payables and accrued expenses	60,798
Collateral on securities loaned, at value	72,538,290
Total liabilities		130,051,951

Net Assets		$ 1,677,646,141
Net Assets consist of:
Paid in capital		$ 1,364,084,364
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		66,183,697
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		247,378,080
Net Assets		$ 1,677,646,141

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

Annual Report

Statement of Assets and Liabilities - continued

		July 31, 2015

Calculation of Maximum Offering Price
Class A: Net Asset Value and redemption price per share ($123,369,546 ÷ 6,002,419 shares)		$ 20.55

Maximum offering price per share (100/94.25 of $20.55)		$ 21.80
Class T: Net Asset Value and redemption price per share ($52,667,039 ÷ 2,622,233 shares)		$ 20.08

Maximum offering price per share (100/96.50 of $20.08)		$ 20.81
Class B: Net Asset Value and offering price per share ($2,357,028 ÷ 124,107 shares)		$ 18.99

Class C: Net Asset Value and offering price per share ($55,671,491 ÷ 2,946,209 shares)		$ 18.90

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,345,684,071 ÷ 63,486,022 shares)		$ 21.20

Class I: Net Asset Value, offering price and redemption price per share ($97,896,966 ÷ 4,609,963 shares)		$ 21.24

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends		$ 5,957,242
Income from Fidelity Central Funds (including $664,654 from security lending)		708,362
Total income		6,665,604

Expenses
Management fee
Basic fee	$ 8,851,814
Performance adjustment	(551,250)
Transfer agent fees	2,715,918
Distribution and service plan fees	913,847
Accounting and security lending fees	423,000
Custodian fees and expenses	46,646
Independent trustees' compensation	5,261
Registration fees	139,484
Audit	62,075
Legal	3,043
Interest	4,117
Miscellaneous	9,013
Total expenses before reductions	12,622,968
Expense reductions	(173,323)	12,449,645
Net investment income (loss)		(5,784,041)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	109,364,383
Other affiliated issuers	(615,913)
Foreign currency transactions	6,149
Total net realized gain (loss)		108,754,619
Change in net unrealized appreciation (depreciation) on: Investment securities	166,441,450
Assets and liabilities in foreign currencies	(9,237)
Total change in net unrealized appreciation (depreciation)		166,432,213
Net gain (loss)		275,186,832
Net increase (decrease) in net assets resulting from operations		$ 269,402,791

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (5,784,041)	$ (5,539,870)
Net realized gain (loss)	108,754,619	529,975,803
Change in net unrealized appreciation (depreciation)	166,432,213	(344,219,184)
Net increase (decrease) in net assets resulting from operations	269,402,791	180,216,749
Distributions to shareholders from net realized gain	(103,188,484)	(306,246,236)
Share transactions - net increase (decrease)	214,155,809	(817,676,738)
Redemption fees	177,411	398,744
Total increase (decrease) in net assets	380,547,527	(943,307,481)

Net Assets
Beginning of period	1,297,098,614	2,240,406,095
End of period (including accumulated net investment loss of $0 and accumulated net investment loss of $4,082,221, respectively)	$ 1,677,646,141	$ 1,297,098,614

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 17.99	$ 19.66	$ 15.87	$ 16.42	$ 12.66
Income from Investment Operations
Net investment income (loss) ^C	(.13)	(.12)	(.04)	(.07) ^F	(.07) ^G
Net realized and unrealized gain (loss)	4.23	1.69	4.87	(.16)	3.84
Total from investment operations	4.10	1.57	4.83	(.23)	3.77
Distributions from net realized gain	(1.54)	(3.24)	(1.04)	(.32)	(.01) ^K
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 20.55	$ 17.99	$ 19.66	$ 15.87	$ 16.42
Total Return^{A, B}	24.46%	8.58%	32.20%	(1.14)%	29.78%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.21%	1.22%	1.24%	1.35%	1.25%
Expenses net of fee waivers, if any	1.21%	1.22%	1.24%	1.35%	1.25%
Expenses net of all reductions	1.20%	1.22%	1.22%	1.34%	1.23%
Net investment income (loss)	(.67)%	(.62)%	(.26)%	(.49)%^F	(.47)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 123,370	$ 88,822	$ 74,978	$ 59,684	$ 67,272
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 17.66	$ 19.38	$ 15.68	$ 16.27	$ 12.57
Income from Investment Operations
Net investment income (loss)^C	(.17)	(.16)	(.09)	(.11) ^F	(.11) ^G
Net realized and unrealized gain (loss)	4.13	1.66	4.82	(.16)	3.81
Total from investment operations	3.96	1.50	4.73	(.27)	3.70
Distributions from net realized gain	(1.54)	(3.22)	(1.03)	(.32)	-
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 20.08	$ 17.66	$ 19.38	$ 15.68	$ 16.27
Total Return^{A, B}	24.10%	8.30%	31.87%	(1.41)%	29.44%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	1.49%	1.50%	1.49%	1.61%	1.50%
Expenses net of fee waivers, if any	1.48%	1.50%	1.49%	1.61%	1.50%
Expenses net of all reductions	1.47%	1.49%	1.48%	1.60%	1.49%
Net investment income (loss)	(.95)%	(.90)%	(.52)%	(.74)%^F	(.73)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 52,667	$ 42,586	$ 34,686	$ 27,658	$ 30,764
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.86	$ 18.65	$ 15.19	$ 15.86	$ 12.30
Income from Investment Operations
Net investment income (loss)^C	(.25)	(.25)	(.16)	(.18) ^F	(.18) ^G
Net realized and unrealized gain (loss)	3.92	1.60	4.64	(.17)	3.74
Total from investment operations	3.67	1.35	4.48	(.35)	3.56
Distributions from net realized gain	(1.54)	(3.14)	(1.02)	(.32)	-
Redemption fees added to paid in capital^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 18.99	$ 16.86	$ 18.65	$ 15.19	$ 15.86
Total Return^{A, B}	23.48%	7.73%	31.25%	(1.96)%	28.94%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.01%	2.01%	1.99%	2.10%	2.00%
Expenses net of fee waivers, if any	2.01%	2.01%	1.99%	2.10%	2.00%
Expenses net of all reductions	2.00%	2.01%	1.97%	2.09%	1.98%
Net investment income (loss)	(1.47)%	(1.41)%	(1.01)%	(1.23)%^F	(1.22)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,357	$ 2,764	$ 3,486	$ 4,123	$ 5,295
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 16.78	$ 18.62	$ 15.16	$ 15.83	$ 12.28
Income from Investment Operations
Net investment income (loss)^C	(.25)	(.25)	(.16)	(.18) ^F	(.18) ^G
Net realized and unrealized gain (loss)	3.91	1.59	4.64	(.17)	3.73
Total from investment operations	3.66	1.34	4.48	(.35)	3.55
Distributions from net realized gain	(1.54)	(3.18)	(1.02)	(.32)	-
Redemption fees added to paid in capital ^{C, I}	-	-	-	-	-
Net asset value, end of period	$ 18.90	$ 16.78	$ 18.62	$ 15.16	$ 15.83
Total Return^{A, B}	23.53%	7.70%	31.32%	(1.96)%	28.91%
Ratios to Average Net Assets ^{D, H}
Expenses before reductions	2.00%	2.01%	1.99%	2.10%	2.00%
Expenses net of fee waivers, if any	2.00%	2.00%	1.99%	2.10%	2.00%
Expenses net of all reductions	1.99%	2.00%	1.97%	2.09%	1.98%
Net investment income (loss)	(1.46)%	(1.41)%	(1.01)%	(1.24)%^F	(1.22)%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 55,671	$ 42,215	$ 32,756	$ 24,683	$ 24,914
Portfolio turnover rate ^E	156%	148%^J	142%	150%	106%

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

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

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

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

^I Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Small Cap Growth

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.45	$ 20.07	$ 16.14	$ 16.65	$ 12.81
Income from Investment Operations
Net investment income (loss)^B	(.07)	(.06)	.01	(.03) ^E	(.03) ^F
Net realized and unrealized gain (loss)	4.36	1.71	4.98	(.16)	3.90
Total from investment operations	4.29	1.65	4.99	(.19)	3.87
Distributions from net realized gain	(1.54)	(3.27)	(1.06)	(.32)	(.03) ^J
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 21.20	$ 18.45	$ 20.07	$ 16.14	$ 16.65
Total Return ^A	24.91%	8.87%	32.74%	(.88)%	30.20%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.91%	.91%	.90%	1.03%	.95%
Expenses net of fee waivers, if any	.91%	.90%	.90%	1.03%	.95%
Expenses net of all reductions	.90%	.90%	.88%	1.02%	.93%
Net investment income (loss)	(.37)%	(.31)%	.08%	(.16)%^E	(.17)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,345,684	$ 1,069,105	$ 1,315,659	$ 1,166,101	$ 1,382,688
Portfolio turnover rate ^D	156%	148%^I	142%	150%	106%

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

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

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

^H Amount represents less than $.01 per share.

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

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

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

Annual Report

Financial Highlights - Class I

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.49	$ 20.10	$ 16.17	$ 16.68	$ 12.83
Income from Investment Operations
Net investment income (loss) ^B	(.07)	(.06)	.01	(.03)^E	(.03) ^F
Net realized and unrealized gain (loss)	4.36	1.72	4.98	(.16)	3.91
Total from investment operations	4.29	1.66	4.99	(.19)	3.88
Distributions from net realized gain	(1.54)	(3.27)	(1.06)	(.32)	(.03) ^J
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 21.24	$ 18.49	$ 20.10	$ 16.17	$ 16.68
Total Return ^A	24.85%	8.89%	32.65%	(.88)%	30.24%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.93%	.92%	.92%	1.06%	.94%
Expenses net of fee waivers, if any	.93%	.92%	.92%	1.06%	.94%
Expenses net of all reductions	.91%	.92%	.91%	1.05%	.93%
Net investment income (loss)	(.39)%	(.32)%	.06%	(.19)%^E	(.17)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 97,897	$ 51,607	$ 51,158	$ 36,694	$ 41,440
Portfolio turnover rate ^D	156%	148%^I	142%	150%	106%

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

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

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

^H Amount represents less than $.01 per share.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

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

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:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 284,169,323
Gross unrealized depreciation	(39,468,707)
Net unrealized appreciation (depreciation) on securities	$ 244,700,616

Tax Cost	$ 1,534,555,905

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

Undistributed ordinary income	$ 18,130,712
Undistributed long-term capital gain	$ 50,743,387
Net unrealized appreciation (depreciation) on securities and other investments	$ 244,687,677

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ -	$ 106,613,332
Long-term Capital Gains	103,188,484	199,632,904
Total	$ 103,188,484	$ 306,246,236

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,044,918,249 and $1,947,551,562, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 235,371	$ 4,756
Class T	.25%	.25%	224,894	-
Class B	.75%	.25%	25,039	18,886
Class C	.75%	.25%	428,543	68,843
			$ 913,847	$ 92,485

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

	Retained by FDC
Class A	$ 64,422
Class T	11,332
Class B*	1,032
Class C*	6,916
	$ 83,702

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholders of the respective classes of the Fund. 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
Class A	$ 240,180	.25
Class T	124,717	.28
Class B	7,532	.30
Class C	125,384	.29
Small Cap Growth	2,079,578	.20
Class I	138,527	.22
	$ 2,715,918

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 66,799,000	.32%	$ 4,117

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

7. Security Lending.

8. Expense Reductions.

Annual Report

8. Expense Reductions - continued

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $5,837 and a portion of class-level operating expenses as follows:

	Amount
Class A	$ 1,650
Class T	799
Class B	5
Class C	651
Small Cap Growth	28,551
Class I	1,218
	$ 32,874

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014 ^A
From net realized gain
Class A	$ 7,463,655	$ 13,043,180
Class T	3,715,268	6,310,012
Class B	242,938	574,582
Class C	3,707,592	6,249,863
Small Cap Growth	83,762,458	191,545,684
Class F	-	80,609,253
Class I	4,296,573	7,913,662
Total	$ 103,188,484	$ 306,246,236

^A All Class F Shares were redeemed on November 15, 2013.

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014 ^A	2015	2014 ^A
Class A
Shares sold	2,167,593	1,706,264	$ 41,925,439	$ 32,017,468
Reinvestment of distributions	412,446	685,582	7,203,479	12,377,436
Shares redeemed	(1,515,208)	(1,267,150)	(27,623,856)	(23,663,751)
Net increase (decrease)	1,064,831	1,124,696	$ 21,505,062	$ 20,731,153

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014 ^A	2015	2014 ^A
Class T
Shares sold	659,898	787,491	$ 12,282,234	$ 14,539,628
Reinvestment of distributions	211,200	341,036	3,613,802	6,061,090
Shares redeemed	(660,724)	(506,140)	(11,765,139)	(9,192,820)
Net increase (decrease)	210,374	622,387	$ 4,130,897	$ 11,407,898
Class B
Shares sold	11,802	11,205	$ 209,809	$ 198,217
Reinvestment of distributions	14,482	32,147	235,501	548,598
Shares redeemed	(66,110)	(66,282)	(1,127,352)	(1,168,208)
Net increase (decrease)	(39,826)	(22,930)	$ (682,042)	$ (421,393)
Class C
Shares sold	992,298	918,904	$ 17,729,436	$ 16,220,240
Reinvestment of distributions	216,825	347,970	3,508,500	5,911,022
Shares redeemed	(778,826)	(510,512)	(13,034,787)	(8,883,388)
Net increase (decrease)	430,297	756,362	$ 8,203,149	$ 13,247,874
Small Cap Growth
Shares sold	23,816,242	30,614,664	$ 475,203,336	$ 589,831,022
Reinvestment of distributions	4,527,816	10,184,956	81,276,349	187,557,177
Shares redeemed	(22,793,867)	(48,426,256)^B	(412,013,233)	(934,113,968)^B
Net increase (decrease)	5,550,191	(7,626,636)	$ 144,466,452	$ (156,725,769)
Class F
Shares sold	-	768,083	$ -	$ 15,293,461
Reinvestment of distributions	-	4,357,257	-	80,609,253
Shares redeemed	-	(41,060,113)^B	-	(806,457,595)^B
Net increase (decrease)	-	(35,934,773)	$ -	$ (710,554,881)
Class I
Shares sold	2,387,318	933,934	$ 47,676,724	$ 18,129,031
Reinvestment of distributions	220,272	381,830	3,963,647	7,062,159
Shares redeemed	(789,017)	(1,069,577)	(15,108,080)	(20,552,810)
Net increase (decrease)	1,818,573	246,187	$ 36,532,291	$ 4,638,380

^A All Class F Shares were redeemed on November 15, 2013.

^B Amount includes in-kind redemptions.

Annual Report

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Growth Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2015

Annual Report

Trustees and Officers

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 funds (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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 each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company), Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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 Alliance Bernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Capital Gains
Class I	09/14/2015	09/11/2015	$0.786

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Small Cap Growth Fund

scp107

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Growth Fund

scp109

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ASCPI-UANN-0915
1.803721.110

Fidelity®

Growth & Income

Portfolio

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Fidelity® Growth & Income Portfolio	8.23%	16.38%	3.68%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income Portfolio, a class of the fund, on July 31, 2005. 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.

scp122

Annual Report

Management's Discussion of Fund Performance

Comments from Portfolio Manager Matthew Fruhan: For the year, the fund's share classes lagged the benchmark S&P 500® Index. (For specific class-level results, please see the Performance section of this report.) Versus the benchmark, the biggest negative was our unhelpful underweighting and subpar stock picking in the market-leading health care sector. Positioning in energy also hurt the relative result, as did currency effects. Conversely, the fund benefited from stock selections in the information technology and financials sectors. On the negative side, most stocks with significant correlation to the price of oil struggled, including Canada's Suncor Energy, a non-benchmark holding that also was hurt by the rising value of the U.S. dollar versus the Canadian dollar. Other energy laggards included Chevron and Apache. However, largely avoiding energy giant Exxon Mobil, a high-quality company whose valuation I found less attractive than its competitors, contributed meaningfully to the fund's relative result. In the consumer discretionary sector, the fund was hurt most by not owning Internet retailer Amazon.com, an index constituent whose shares rose about 71% the past year. Meanwhile, within financials, JPMorgan Chase, our largest individual position and biggest overweighting, added to performance. The company provided what I considered a compelling risk/reward tradeoff. In consumer discretionary, retailers Target and Lowe's also added value.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Growth and Income	.63%
Actual		$ 1,000.00	$ 1,078.40	$ 3.25
Hypothetical ^A		$ 1,000.00	$ 1,021.67	$ 3.16
Class K	.52%
Actual		$ 1,000.00	$ 1,078.50	$ 2.68
Hypothetical ^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.4	3.9
Apple, Inc.	3.5	3.9
General Electric Co.	3.3	3.1
Microsoft Corp.	2.9	2.9
Citigroup, Inc.	2.8	2.2
Bank of America Corp.	2.7	2.1
Target Corp.	2.2	2.4
Procter & Gamble Co.	2.0	2.1
Comcast Corp. Class A	2.0	1.9
Chevron Corp.	1.8	2.3
	27.6
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.9	20.5
Information Technology	21.8	20.0
Industrials	12.7	13.1
Health Care	10.8	9.9
Consumer Discretionary	9.5	10.6

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 98.8%			Stocks 98.9%
	Convertible Securities 1.0%			Convertible Securities 1.0%
	Other Investments 0.1%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.0%
* Foreign investments		11.9%	** Foreign investments		12.5%

scp140

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 98.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 9.5%
Automobiles - 0.2%
Harley-Davidson, Inc.	206,700		$ 12,051
Diversified Consumer Services - 0.4%
H&R Block, Inc.	762,607		25,387
Hotels, Restaurants & Leisure - 1.1%
Las Vegas Sands Corp.	442,000		24,770
Yum! Brands, Inc.	633,744		55,617
			80,387
Household Durables - 0.2%
Tupperware Brands Corp.	276,800		16,184
Leisure Products - 0.1%
Mattel, Inc.	367,800		8,537
Media - 4.2%
Comcast Corp. Class A	2,304,700		143,836
Scripps Networks Interactive, Inc. Class A (e)	348,489		21,808
Sinclair Broadcast Group, Inc. Class A (e)	733,661		21,291
Time Warner, Inc.	1,039,017		91,475
Viacom, Inc. Class B (non-vtg.)	554,000		31,578
			309,988
Multiline Retail - 2.2%
Dillard's, Inc. Class A	42,500		4,330
Target Corp.	1,971,675		161,382
			165,712
Specialty Retail - 1.1%
Lowe's Companies, Inc.	1,213,879		84,195
TOTAL CONSUMER DISCRETIONARY			702,441
CONSUMER STAPLES - 8.8%
Beverages - 3.0%
Diageo PLC	1,403,746		39,351
Molson Coors Brewing Co. Class B	116,700		8,302
PepsiCo, Inc.	454,114		43,754
SABMiller PLC	464,448		24,403
The Coca-Cola Co.	2,569,703		105,563
			221,373
Food & Staples Retailing - 1.1%
CVS Health Corp.	508,304		57,169
Walgreens Boots Alliance, Inc.	295,084		28,514
			85,683
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 0.0%
The J.M. Smucker Co.	20,100		$ 2,245
Household Products - 2.0%
Procter & Gamble Co.	1,916,515		146,997
Tobacco - 2.7%
British American Tobacco PLC sponsored ADR	715,523		85,147
Imperial Tobacco Group PLC	228,799		12,023
Philip Morris International, Inc.	914,371		78,206
Reynolds American, Inc.	300,300		25,763
			201,139
TOTAL CONSUMER STAPLES			657,437
ENERGY - 8.4%
Energy Equipment & Services - 1.0%
Ensco PLC Class A	1,532,823		25,414
Oceaneering International, Inc.	644,000		25,773
Schlumberger Ltd.	247,232		20,476
			71,663
Oil, Gas & Consumable Fuels - 7.4%
Apache Corp.	926,168		42,474
Chevron Corp.	1,531,796		135,533
ConocoPhillips Co.	713,200		35,902
EQT Midstream Partners LP	144,100		11,352
Foresight Energy LP	197,562		1,644
Golar LNG Ltd.	559,200		24,085
Imperial Oil Ltd.	1,392,700		51,529
Kinder Morgan, Inc.	506,000		17,528
Legacy Reserves LP	936,300		7,313
Markwest Energy Partners LP	915,654		59,920
PrairieSky Royalty Ltd. (e)	548,700		11,265
Suncor Energy, Inc.	3,668,350		103,331
The Williams Companies, Inc.	810,772		42,549
Williams Partners LP	105,985		4,889
			549,314
TOTAL ENERGY			620,977
FINANCIALS - 22.8%
Banks - 15.3%
Bank of America Corp.	11,173,256		199,778
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	3,519,330		$ 205,740
Comerica, Inc.	435,500		20,656
Commerce Bancshares, Inc.	221,000		10,407
Fifth Third Bancorp	813,700		17,145
First Republic Bank	64,900		4,140
FirstMerit Corp.	456,200		8,549
JPMorgan Chase & Co.	4,731,692		324,265
Lloyds Banking Group PLC	3,108,300		4,048
M&T Bank Corp.	186,200		24,420
PNC Financial Services Group, Inc.	436,054		42,812
Regions Financial Corp.	2,839,400		29,501
Standard Chartered PLC (United Kingdom)	2,586,563		39,593
SunTrust Banks, Inc.	1,630,466		72,295
U.S. Bancorp	1,760,973		79,614
UMB Financial Corp.	170,200		9,330
Wells Fargo & Co.	796,641		46,102
			1,138,395
Capital Markets - 5.1%
Charles Schwab Corp.	1,305,943		45,551
Invesco Ltd.	106,900		4,126
KKR & Co. LP	2,044,543		48,865
Morgan Stanley	1,270,397		49,342
Northern Trust Corp.	699,364		53,494
Oaktree Capital Group LLC Class A	240,200		13,257
State Street Corp.	1,562,327		119,612
The Blackstone Group LP	761,000		29,869
TPG Specialty Lending, Inc.	1,017,845		18,118
			382,234
Insurance - 1.6%
ACE Ltd.	20,600		2,241
Brown & Brown, Inc.	147,700		4,941
Marsh & McLennan Companies, Inc.	302,846		17,547
MetLife, Inc.	1,136,440		63,345
Principal Financial Group, Inc.	497,900		27,638
			115,712
Real Estate Investment Trusts - 0.5%
American Tower Corp.	59,000		5,611
First Potomac Realty Trust	183,418		2,082
Lamar Advertising Co. Class A	62,600		3,759
Sabra Health Care REIT, Inc.	223,000		6,099
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Ventas, Inc.	139,700		$ 9,372
WP Carey, Inc.	129,800		7,942
			34,865
Thrifts & Mortgage Finance - 0.3%
Radian Group, Inc.	1,051,368		19,408
TOTAL FINANCIALS			1,690,614
HEALTH CARE - 10.0%
Biotechnology - 1.8%
Amgen, Inc.	466,303		82,344
Baxalta, Inc.	46,700		1,533
Biogen, Inc. (a)	123,900		39,497
Intercept Pharmaceuticals, Inc. (a)	38,926		10,269
			133,643
Health Care Equipment & Supplies - 1.4%
Abbott Laboratories	428,404		21,716
Ansell Ltd.	266,311		4,878
Medtronic PLC	484,330		37,967
St. Jude Medical, Inc.	155,200		11,457
Zimmer Biomet Holdings, Inc.	297,810		30,993
			107,011
Health Care Providers & Services - 1.6%
Cardinal Health, Inc.	160,900		13,673
Express Scripts Holding Co. (a)	209,200		18,843
McKesson Corp.	302,387		66,698
Patterson Companies, Inc.	366,270		18,372
			117,586
Pharmaceuticals - 5.2%
AbbVie, Inc.	183,900		12,875
Astellas Pharma, Inc.	775,300		11,679
GlaxoSmithKline PLC sponsored ADR	2,086,722		90,647
Johnson & Johnson	1,342,669		134,549
Novartis AG sponsored ADR	227,144		23,566
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,477,020		101,944
Theravance, Inc. (e)	858,600		13,154
			388,414
TOTAL HEALTH CARE			746,654
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 12.7%
Aerospace & Defense - 2.2%
Meggitt PLC	3,191,000		$ 23,147
Rolls-Royce Group PLC	156,700		1,943
The Boeing Co.	660,089		95,165
United Technologies Corp.	447,082		44,847
			165,102
Air Freight & Logistics - 1.8%
C.H. Robinson Worldwide, Inc.	65,900		4,623
FedEx Corp.	46,000		7,885
PostNL NV (a)	4,575,900		19,660
United Parcel Service, Inc. Class B	1,012,004		103,589
			135,757
Airlines - 0.2%
Copa Holdings SA Class A	219,700		16,594
Building Products - 0.2%
Lennox International, Inc.	121,300		14,322
Commercial Services & Supplies - 0.7%
ADT Corp. (e)	982,810		33,936
KAR Auction Services, Inc.	527,100		20,520
			54,456
Electrical Equipment - 0.8%
Emerson Electric Co.	551,600		28,545
Hubbell, Inc. Class B	260,639		27,213
			55,758
Industrial Conglomerates - 3.3%
General Electric Co.	9,426,180		246,023
Machinery - 0.8%
Deere & Co.	245,800		23,245
Donaldson Co., Inc.	230,200		7,735
IMI PLC	398,000		6,595
Joy Global, Inc.	156,000		4,120
Pentair PLC	114,800		6,981
Valmont Industries, Inc.	43,000		4,783
Xylem, Inc.	74,400		2,569
			56,028
Professional Services - 0.1%
Acacia Research Corp.	415,902		3,914
Road & Rail - 2.1%
CSX Corp.	2,045,320		63,978
J.B. Hunt Transport Services, Inc.	570,540		47,994
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - continued
Kansas City Southern	229,200		$ 22,734
Norfolk Southern Corp.	253,899		21,411
			156,117
Trading Companies & Distributors - 0.5%
W.W. Grainger, Inc.	11,500		2,630
Watsco, Inc.	287,892		36,919
			39,549
TOTAL INDUSTRIALS			943,620
INFORMATION TECHNOLOGY - 21.7%
Communications Equipment - 3.2%
Cisco Systems, Inc.	3,830,752		108,870
QUALCOMM, Inc.	1,977,146		127,308
			236,178
Internet Software & Services - 3.4%
Google, Inc.:
Class A (a)	185,007		121,642
Class C	163,146		102,066
Yahoo!, Inc. (a)	651,595		23,894
			247,602
IT Services - 5.9%
Cognizant Technology Solutions Corp. Class A (a)	456,172		28,784
Fidelity National Information Services, Inc.	237,736		15,555
IBM Corp.	534,204		86,536
Leidos Holdings, Inc.	57,200		2,334
MasterCard, Inc. Class A	931,800		90,757
Paychex, Inc.	1,735,657		80,534
The Western Union Co.	921,480		18,651
Unisys Corp. (a)	885,200		14,048
Visa, Inc. Class A	1,352,184		101,874
			439,073
Semiconductors & Semiconductor Equipment - 0.6%
Analog Devices, Inc.	75,300		4,392
Broadcom Corp. Class A	269,582		13,644
Marvell Technology Group Ltd.	951,500		11,837
Maxim Integrated Products, Inc.	464,200		15,801
			45,674
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 3.6%
Microsoft Corp.	4,643,599		$ 216,856
Oracle Corp.	1,281,653		51,189
			268,045
Technology Hardware, Storage & Peripherals - 5.0%
Apple, Inc.	2,126,394		257,932
EMC Corp.	2,861,300		76,940
First Data Holdings, Inc. Class B (a)(h)	5,155,476		25,520
Western Digital Corp.	147,900		12,728
			373,120
TOTAL INFORMATION TECHNOLOGY			1,609,692
MATERIALS - 3.3%
Chemicals - 2.8%
Airgas, Inc.	400,206		40,829
E.I. du Pont de Nemours & Co.	335,446		18,704
Eastman Chemical Co.	7,500		588
LyondellBasell Industries NV Class A	62,500		5,864
Monsanto Co.	708,415		72,180
Potash Corp. of Saskatchewan, Inc.	759,200		20,654
Syngenta AG (Switzerland)	108,585		44,734
The Chemours Co. LLC	132,309		1,445
Tronox Ltd. Class A	356,700		3,917
			208,915
Containers & Packaging - 0.2%
Packaging Corp. of America	105,300		7,454
WestRock Co.	162,100		10,222
			17,676
Metals & Mining - 0.2%
Freeport-McMoRan, Inc.	1,278,500		15,022
Paper & Forest Products - 0.1%
Domtar Corp.	91,900		3,737
International Paper Co.	46,700		2,236
			5,973
TOTAL MATERIALS			247,586
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 1.4%
Diversified Telecommunication Services - 1.4%
TDC A/S	593,200		$ 4,474
Verizon Communications, Inc.	2,058,974		96,339
			100,813
UTILITIES - 0.2%
Electric Utilities - 0.2%
PPL Corp.	156,700		4,985
Southern Co.	260,900		11,670
			16,655
TOTAL COMMON STOCKS (Cost $6,165,027)		7,336,489
Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (a)(h)	68,794		34
HEALTH CARE - 0.8%
Health Care Equipment & Supplies - 0.8%
Alere, Inc. 3.00%	185,143		61,416
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $46,947)		61,450

Convertible Bonds - 0.2%
		Principal Amount (000s) (d)
CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
Tesla Motors, Inc. 1.25% 3/1/21		$ 3,470		3,388
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc.:
3% 2/27/17		5,615		4,982
5% 10/15/18 (h)		3,018		2,501
Peabody Energy Corp. 4.75% 12/15/41		7,660		847
				8,330
Convertible Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
Twitter, Inc. 0.25% 9/15/19 (f)		$ 5,840		$ 5,139
TOTAL CONVERTIBLE BONDS (Cost $22,706)			16,857
Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%
Baggot Securities Ltd. 10.24% (f)(g) (Cost $4,623)	EUR	3,010		3,559

Money Market Funds - 0.6%
	Shares
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c) (Cost $42,660)	42,659,669		42,660
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $6,281,963)			7,461,015
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(36,820)
NET ASSETS - 100%		$ 7,424,195

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Amount is stated in United States dollars unless otherwise noted.

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

(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 $8,698,000 or 0.1% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

(h) 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 $28,055,000 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 5% 10/15/18	10/16/13	$ 2,800
First Data Holdings, Inc. Class B	6/26/14	$ 20,622
NJOY, Inc. Series D	2/14/14	$ 1,164

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	$ 11
Fidelity Securities Lending Cash Central Fund	735
Total	$ 746

Other Information

The following is a summary of the inputs used, as of July 31, 2015, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 702,475	$ 702,441	$ -	$ 34
Consumer Staples	657,437	618,086	39,351	-
Energy	620,977	620,977	-	-
Financials	1,690,614	1,686,566	4,048	-
Health Care	808,070	808,070	-	-
Industrials	943,620	943,620	-	-
Information Technology	1,609,692	1,584,172	-	25,520
Materials	247,586	202,852	44,734	-
Telecommunication Services	100,813	100,813	-	-
Utilities	16,655	16,655	-	-
Corporate Bonds	16,857	-	16,857	-
Preferred Securities	3,559	-	3,559	-
Money Market Funds	42,660	42,660	-	-
Total Investments in Securities:	$ 7,461,015	$ 7,326,912	$ 108,549	$ 25,554

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

United States of America	88.1%
United Kingdom	4.6%
Canada	2.5%
Israel	1.4%
Others (Individually Less Than 1%)	3.4%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $42,222) - See accompanying schedule: Unaffiliated issuers (cost $6,239,303)	$ 7,418,355
Fidelity Central Funds (cost $42,660)	42,660
Total Investments (cost $6,281,963)		$ 7,461,015
Foreign currency held at value (cost $242)		243
Receivable for investments sold		43,373
Receivable for fund shares sold		6,259
Dividends receivable		9,373
Interest receivable		187
Distributions receivable from Fidelity Central Funds		49
Other receivables		767
Total assets		7,521,266

Liabilities
Payable for investments purchased	$ 38,409
Payable for fund shares redeemed	4,261
Accrued management fee	2,777
Notes payable to affiliates	7,108
Other affiliated payables	1,041
Other payables and accrued expenses	815
Collateral on securities loaned, at value	42,660
Total liabilities		97,071

Net Assets		$ 7,424,195
Net Assets consist of:
Paid in capital		$ 8,922,704
Distributions in excess of net investment income		(722)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,676,809)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,179,022
Net Assets		$ 7,424,195

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)		July 31, 2015

Growth and Income: Net Asset Value, offering price and redemption price per share ($6,562,578 ÷ 212,744 shares)		$ 30.85

Class K: Net Asset Value, offering price and redemption price per share ($861,617 ÷ 27,953 shares)		$ 30.82

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2015

Investment Income
Dividends		$ 185,479
Interest		887
Income from Fidelity Central Funds		746
Total income		187,112

Expenses
Management fee	$ 34,114
Transfer agent fees	11,401
Accounting and security lending fees	1,203
Custodian fees and expenses	181
Independent trustees' compensation	36
Registration fees	82
Audit	101
Legal	45
Interest	6
Miscellaneous	51
Total expenses before reductions	47,220
Expense reductions	(268)	46,952
Net investment income (loss)		140,160
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	743,232
Foreign currency transactions	28
Total net realized gain (loss)		743,260
Change in net unrealized appreciation (depreciation) on: Investment securities	(281,491)
Assets and liabilities in foreign currencies	(28)
Total change in net unrealized appreciation (depreciation)		(281,519)
Net gain (loss)		461,741
Net increase (decrease) in net assets resulting from operations		$ 601,901

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 140,160	$ 138,369
Net realized gain (loss)	743,260	863,680
Change in net unrealized appreciation (depreciation)	(281,519)	38,912
Net increase (decrease) in net assets resulting from operations	601,901	1,040,961
Distributions to shareholders from net investment income	(135,475)	(133,552)
Distributions to shareholders from net realized gain	-	(1,626)
Total distributions	(135,475)	(135,178)
Share transactions - net increase (decrease)	(551,906)	(472,170)
Total increase (decrease) in net assets	(85,480)	433,613

Net Assets
Beginning of period	7,509,675	7,076,062
End of period (including distributions in excess of net investment income of $722 and undistributed net investment income of $3,054, respectively)	$ 7,424,195	$ 7,509,675

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

Annual Report

Financial Highlights - Growth & Income

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 29.02	$ 25.66	$ 20.13	$ 18.58	$ 15.75
Income from Investment Operations
Net investment income (loss)^B	.55	.51	.46	.36	.20
Net realized and unrealized gain (loss)	1.82^H	3.35	5.54	1.55	2.82
Total from investment operations	2.37	3.86	6.00	1.91	3.02
Distributions from net investment income	(.54)	(.50)	(.44)	(.35)	(.19)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-
Total distributions	(.54)	(.50)^G	(.47)	(.36)	(.19)
Net asset value, end of period	$ 30.85	$ 29.02	$ 25.66	$ 20.13	$ 18.58
Total Return ^A	8.23%^H	15.16%	30.15%	10.45%	19.16%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.64%	.65%	.68%	.71%	.72%
Expenses net of fee waivers, if any	.63%	.65%	.68%	.71%	.72%
Expenses net of all reductions	.63%	.65%	.67%	.71%	.71%
Net investment income (loss)	1.83%	1.86%	2.04%	1.95%	1.09%
Supplemental Data
Net assets, end of period (in millions)	$ 6,563	$ 6,550	$ 6,060	$ 4,863	$ 5,052
Portfolio turnover rate ^D	35%	41%^F	49%	62%	129%

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

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

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

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

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

^G Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

^H Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.06 per share. Excluding these litigation proceeds, the total return would have been 8.03%.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 29.00	$ 25.64	$ 20.12	$ 18.57	$ 15.74
Income from Investment Operations
Net investment income (loss)^B	.59	.54	.50	.40	.23
Net realized and unrealized gain (loss)	1.81^G	3.36	5.52	1.54	2.82
Total from investment operations	2.40	3.90	6.02	1.94	3.05
Distributions from net investment income	(.58)	(.53)	(.47)	(.38)	(.22)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-
Total distributions	(.58)	(.54)	(.50)	(.39)	(.22)
Net asset value, end of period	$ 30.82	$ 29.00	$ 25.64	$ 20.12	$ 18.57
Total Return ^A	8.34%^G	15.32%	30.28%	10.66%	19.40%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.52%	.52%	.53%	.54%	.54%
Expenses net of fee waivers, if any	.52%	.52%	.53%	.54%	.54%
Expenses net of all reductions	.52%	.52%	.52%	.54%	.53%
Net investment income (loss)	1.95%	1.99%	2.19%	2.13%	1.27%
Supplemental Data
Net assets, end of period (in millions)	$ 862	$ 960	$ 1,016	$ 752	$ 403
Portfolio turnover rate^D	35%	41%^F	49%	62%	129%

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

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

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

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

^G Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.06 per share. Excluding these litigation proceeds, the total return would have been 8.14%.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (the Fund) is a fund of Fidelity Securities Fund (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 & Income and Class K, 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.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 July 31, 2015, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Book-tax differences are primarily due to foreign currency transactions, market discount, partnerships, deferred trustees compensation, certain conversion ratio adjustments, 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	$ 1,529,111
Gross unrealized depreciation	(346,487)
Net unrealized appreciation (depreciation) on securities	$ 1,182,624

Tax Cost	$ 6,278,391

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

Undistributed ordinary income	$ 13,948
Capital loss carryforward	$ (2,680,247)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,182,615

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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
2018	$ (2,680,247)

The tax character of distributions paid was as follows:

	July 31, 2015	July 31,2014
Ordinary Income	$ 135,475	$ 135,178

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,631,955 and $3,154,898, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth & Income. 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 and Income	$ 10,952	.16
Class K	449	.05
	$ 11,401

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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 7,770	.34%	$ 5

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 $11 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. 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 $735, including $4 from securities loaned to FCM.

Annual Report

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $3,862. The weighted average interest rate was .62%. The interest expense amounted to four hundred sixty four dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $30, and a portion of class-level operating expenses as follows:

	Amount
Growth and Income	$ 147

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Growth and Income	$ 117,218	$ 113,973
Class K	18,257	19,579
Total	$ 135,475	$ 133,552
From net realized gain
Growth and Income	$ -	$ 1,391
Class K	-	235
Total	$ -	$ 1,626

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Growth and Income
Shares sold	12,118	21,786	$ 365,420	$ 598,816
Reinvestment of distributions	3,750	3,998	111,890	110,063
Shares redeemed	(28,824)	(36,289)^A	(872,624)	(997,570)^A
Net increase (decrease)	(12,956)	(10,505)	$ (395,314)	$ (288,691)
Class K
Shares sold	4,866	7,113	$ 146,512	$ 195,462
Reinvestment of distributions	612	722	18,257	19,814
Shares redeemed	(10,609)	(14,384)	(321,361)	(398,755)
Net increase (decrease)	(5,131)	(6,549)	$ (156,592)	$ (183,479)

^AAmount includes in-kind redemptions.

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Growth & Income Portfolio:

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 & Income Portfolio (a fund of Fidelity Securities Fund) at July 31, 2015, 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 & Income Portfolio'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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Annual Report

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

Growth & Income designates 100% during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Growth & Income 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income Portfolio

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Growth & Income Portfolio

scp142

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

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 Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth & Income Portfolio

scp144

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 2014.

Annual Report

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.

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 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 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 its competitive median for 2014.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Management & Research

(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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

Fidelity Automated Service
Telephone (FAST ®) scp146
1-800-544-8544

Automated line for quickest service

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

GAI-UANN-0915
1.874515.107

Fidelity®

Growth & Income

Portfolio -
Class K

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Class K^A	8.34%	16.55%	3.81%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity® Growth & Income Portfolio, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Growth & Income Portfolio - Class K on July 31, 2005. 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. See footnote A above for additional information regarding the performance of Class K.

scp161

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Growth and Income	.63%
Actual		$ 1,000.00	$ 1,078.40	$ 3.25
Hypothetical ^A		$ 1,000.00	$ 1,021.67	$ 3.16
Class K	.52%
Actual		$ 1,000.00	$ 1,078.50	$ 2.68
Hypothetical ^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.4	3.9
Apple, Inc.	3.5	3.9
General Electric Co.	3.3	3.1
Microsoft Corp.	2.9	2.9
Citigroup, Inc.	2.8	2.2
Bank of America Corp.	2.7	2.1
Target Corp.	2.2	2.4
Procter & Gamble Co.	2.0	2.1
Comcast Corp. Class A	2.0	1.9
Chevron Corp.	1.8	2.3
	27.6
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.9	20.5
Information Technology	21.8	20.0
Industrials	12.7	13.1
Health Care	10.8	9.9
Consumer Discretionary	9.5	10.6

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 98.8%			Stocks 98.9%
	Convertible Securities 1.0%			Convertible Securities 1.0%
	Other Investments 0.1%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.0%
* Foreign investments		11.9%	** Foreign investments		12.5%

scp179

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 98.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 9.5%
Automobiles - 0.2%
Harley-Davidson, Inc.	206,700		$ 12,051
Diversified Consumer Services - 0.4%
H&R Block, Inc.	762,607		25,387
Hotels, Restaurants & Leisure - 1.1%
Las Vegas Sands Corp.	442,000		24,770
Yum! Brands, Inc.	633,744		55,617
			80,387
Household Durables - 0.2%
Tupperware Brands Corp.	276,800		16,184
Leisure Products - 0.1%
Mattel, Inc.	367,800		8,537
Media - 4.2%
Comcast Corp. Class A	2,304,700		143,836
Scripps Networks Interactive, Inc. Class A (e)	348,489		21,808
Sinclair Broadcast Group, Inc. Class A (e)	733,661		21,291
Time Warner, Inc.	1,039,017		91,475
Viacom, Inc. Class B (non-vtg.)	554,000		31,578
			309,988
Multiline Retail - 2.2%
Dillard's, Inc. Class A	42,500		4,330
Target Corp.	1,971,675		161,382
			165,712
Specialty Retail - 1.1%
Lowe's Companies, Inc.	1,213,879		84,195
TOTAL CONSUMER DISCRETIONARY			702,441
CONSUMER STAPLES - 8.8%
Beverages - 3.0%
Diageo PLC	1,403,746		39,351
Molson Coors Brewing Co. Class B	116,700		8,302
PepsiCo, Inc.	454,114		43,754
SABMiller PLC	464,448		24,403
The Coca-Cola Co.	2,569,703		105,563
			221,373
Food & Staples Retailing - 1.1%
CVS Health Corp.	508,304		57,169
Walgreens Boots Alliance, Inc.	295,084		28,514
			85,683
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 0.0%
The J.M. Smucker Co.	20,100		$ 2,245
Household Products - 2.0%
Procter & Gamble Co.	1,916,515		146,997
Tobacco - 2.7%
British American Tobacco PLC sponsored ADR	715,523		85,147
Imperial Tobacco Group PLC	228,799		12,023
Philip Morris International, Inc.	914,371		78,206
Reynolds American, Inc.	300,300		25,763
			201,139
TOTAL CONSUMER STAPLES			657,437
ENERGY - 8.4%
Energy Equipment & Services - 1.0%
Ensco PLC Class A	1,532,823		25,414
Oceaneering International, Inc.	644,000		25,773
Schlumberger Ltd.	247,232		20,476
			71,663
Oil, Gas & Consumable Fuels - 7.4%
Apache Corp.	926,168		42,474
Chevron Corp.	1,531,796		135,533
ConocoPhillips Co.	713,200		35,902
EQT Midstream Partners LP	144,100		11,352
Foresight Energy LP	197,562		1,644
Golar LNG Ltd.	559,200		24,085
Imperial Oil Ltd.	1,392,700		51,529
Kinder Morgan, Inc.	506,000		17,528
Legacy Reserves LP	936,300		7,313
Markwest Energy Partners LP	915,654		59,920
PrairieSky Royalty Ltd. (e)	548,700		11,265
Suncor Energy, Inc.	3,668,350		103,331
The Williams Companies, Inc.	810,772		42,549
Williams Partners LP	105,985		4,889
			549,314
TOTAL ENERGY			620,977
FINANCIALS - 22.8%
Banks - 15.3%
Bank of America Corp.	11,173,256		199,778
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Banks - continued
Citigroup, Inc.	3,519,330		$ 205,740
Comerica, Inc.	435,500		20,656
Commerce Bancshares, Inc.	221,000		10,407
Fifth Third Bancorp	813,700		17,145
First Republic Bank	64,900		4,140
FirstMerit Corp.	456,200		8,549
JPMorgan Chase & Co.	4,731,692		324,265
Lloyds Banking Group PLC	3,108,300		4,048
M&T Bank Corp.	186,200		24,420
PNC Financial Services Group, Inc.	436,054		42,812
Regions Financial Corp.	2,839,400		29,501
Standard Chartered PLC (United Kingdom)	2,586,563		39,593
SunTrust Banks, Inc.	1,630,466		72,295
U.S. Bancorp	1,760,973		79,614
UMB Financial Corp.	170,200		9,330
Wells Fargo & Co.	796,641		46,102
			1,138,395
Capital Markets - 5.1%
Charles Schwab Corp.	1,305,943		45,551
Invesco Ltd.	106,900		4,126
KKR & Co. LP	2,044,543		48,865
Morgan Stanley	1,270,397		49,342
Northern Trust Corp.	699,364		53,494
Oaktree Capital Group LLC Class A	240,200		13,257
State Street Corp.	1,562,327		119,612
The Blackstone Group LP	761,000		29,869
TPG Specialty Lending, Inc.	1,017,845		18,118
			382,234
Insurance - 1.6%
ACE Ltd.	20,600		2,241
Brown & Brown, Inc.	147,700		4,941
Marsh & McLennan Companies, Inc.	302,846		17,547
MetLife, Inc.	1,136,440		63,345
Principal Financial Group, Inc.	497,900		27,638
			115,712
Real Estate Investment Trusts - 0.5%
American Tower Corp.	59,000		5,611
First Potomac Realty Trust	183,418		2,082
Lamar Advertising Co. Class A	62,600		3,759
Sabra Health Care REIT, Inc.	223,000		6,099
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Ventas, Inc.	139,700		$ 9,372
WP Carey, Inc.	129,800		7,942
			34,865
Thrifts & Mortgage Finance - 0.3%
Radian Group, Inc.	1,051,368		19,408
TOTAL FINANCIALS			1,690,614
HEALTH CARE - 10.0%
Biotechnology - 1.8%
Amgen, Inc.	466,303		82,344
Baxalta, Inc.	46,700		1,533
Biogen, Inc. (a)	123,900		39,497
Intercept Pharmaceuticals, Inc. (a)	38,926		10,269
			133,643
Health Care Equipment & Supplies - 1.4%
Abbott Laboratories	428,404		21,716
Ansell Ltd.	266,311		4,878
Medtronic PLC	484,330		37,967
St. Jude Medical, Inc.	155,200		11,457
Zimmer Biomet Holdings, Inc.	297,810		30,993
			107,011
Health Care Providers & Services - 1.6%
Cardinal Health, Inc.	160,900		13,673
Express Scripts Holding Co. (a)	209,200		18,843
McKesson Corp.	302,387		66,698
Patterson Companies, Inc.	366,270		18,372
			117,586
Pharmaceuticals - 5.2%
AbbVie, Inc.	183,900		12,875
Astellas Pharma, Inc.	775,300		11,679
GlaxoSmithKline PLC sponsored ADR	2,086,722		90,647
Johnson & Johnson	1,342,669		134,549
Novartis AG sponsored ADR	227,144		23,566
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,477,020		101,944
Theravance, Inc. (e)	858,600		13,154
			388,414
TOTAL HEALTH CARE			746,654
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 12.7%
Aerospace & Defense - 2.2%
Meggitt PLC	3,191,000		$ 23,147
Rolls-Royce Group PLC	156,700		1,943
The Boeing Co.	660,089		95,165
United Technologies Corp.	447,082		44,847
			165,102
Air Freight & Logistics - 1.8%
C.H. Robinson Worldwide, Inc.	65,900		4,623
FedEx Corp.	46,000		7,885
PostNL NV (a)	4,575,900		19,660
United Parcel Service, Inc. Class B	1,012,004		103,589
			135,757
Airlines - 0.2%
Copa Holdings SA Class A	219,700		16,594
Building Products - 0.2%
Lennox International, Inc.	121,300		14,322
Commercial Services & Supplies - 0.7%
ADT Corp. (e)	982,810		33,936
KAR Auction Services, Inc.	527,100		20,520
			54,456
Electrical Equipment - 0.8%
Emerson Electric Co.	551,600		28,545
Hubbell, Inc. Class B	260,639		27,213
			55,758
Industrial Conglomerates - 3.3%
General Electric Co.	9,426,180		246,023
Machinery - 0.8%
Deere & Co.	245,800		23,245
Donaldson Co., Inc.	230,200		7,735
IMI PLC	398,000		6,595
Joy Global, Inc.	156,000		4,120
Pentair PLC	114,800		6,981
Valmont Industries, Inc.	43,000		4,783
Xylem, Inc.	74,400		2,569
			56,028
Professional Services - 0.1%
Acacia Research Corp.	415,902		3,914
Road & Rail - 2.1%
CSX Corp.	2,045,320		63,978
J.B. Hunt Transport Services, Inc.	570,540		47,994
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - continued
Kansas City Southern	229,200		$ 22,734
Norfolk Southern Corp.	253,899		21,411
			156,117
Trading Companies & Distributors - 0.5%
W.W. Grainger, Inc.	11,500		2,630
Watsco, Inc.	287,892		36,919
			39,549
TOTAL INDUSTRIALS			943,620
INFORMATION TECHNOLOGY - 21.7%
Communications Equipment - 3.2%
Cisco Systems, Inc.	3,830,752		108,870
QUALCOMM, Inc.	1,977,146		127,308
			236,178
Internet Software & Services - 3.4%
Google, Inc.:
Class A (a)	185,007		121,642
Class C	163,146		102,066
Yahoo!, Inc. (a)	651,595		23,894
			247,602
IT Services - 5.9%
Cognizant Technology Solutions Corp. Class A (a)	456,172		28,784
Fidelity National Information Services, Inc.	237,736		15,555
IBM Corp.	534,204		86,536
Leidos Holdings, Inc.	57,200		2,334
MasterCard, Inc. Class A	931,800		90,757
Paychex, Inc.	1,735,657		80,534
The Western Union Co.	921,480		18,651
Unisys Corp. (a)	885,200		14,048
Visa, Inc. Class A	1,352,184		101,874
			439,073
Semiconductors & Semiconductor Equipment - 0.6%
Analog Devices, Inc.	75,300		4,392
Broadcom Corp. Class A	269,582		13,644
Marvell Technology Group Ltd.	951,500		11,837
Maxim Integrated Products, Inc.	464,200		15,801
			45,674
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 3.6%
Microsoft Corp.	4,643,599		$ 216,856
Oracle Corp.	1,281,653		51,189
			268,045
Technology Hardware, Storage & Peripherals - 5.0%
Apple, Inc.	2,126,394		257,932
EMC Corp.	2,861,300		76,940
First Data Holdings, Inc. Class B (a)(h)	5,155,476		25,520
Western Digital Corp.	147,900		12,728
			373,120
TOTAL INFORMATION TECHNOLOGY			1,609,692
MATERIALS - 3.3%
Chemicals - 2.8%
Airgas, Inc.	400,206		40,829
E.I. du Pont de Nemours & Co.	335,446		18,704
Eastman Chemical Co.	7,500		588
LyondellBasell Industries NV Class A	62,500		5,864
Monsanto Co.	708,415		72,180
Potash Corp. of Saskatchewan, Inc.	759,200		20,654
Syngenta AG (Switzerland)	108,585		44,734
The Chemours Co. LLC	132,309		1,445
Tronox Ltd. Class A	356,700		3,917
			208,915
Containers & Packaging - 0.2%
Packaging Corp. of America	105,300		7,454
WestRock Co.	162,100		10,222
			17,676
Metals & Mining - 0.2%
Freeport-McMoRan, Inc.	1,278,500		15,022
Paper & Forest Products - 0.1%
Domtar Corp.	91,900		3,737
International Paper Co.	46,700		2,236
			5,973
TOTAL MATERIALS			247,586
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 1.4%
Diversified Telecommunication Services - 1.4%
TDC A/S	593,200		$ 4,474
Verizon Communications, Inc.	2,058,974		96,339
			100,813
UTILITIES - 0.2%
Electric Utilities - 0.2%
PPL Corp.	156,700		4,985
Southern Co.	260,900		11,670
			16,655
TOTAL COMMON STOCKS (Cost $6,165,027)		7,336,489
Convertible Preferred Stocks - 0.8%

CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (a)(h)	68,794		34
HEALTH CARE - 0.8%
Health Care Equipment & Supplies - 0.8%
Alere, Inc. 3.00%	185,143		61,416
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $46,947)		61,450

Convertible Bonds - 0.2%
		Principal Amount (000s) (d)
CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
Tesla Motors, Inc. 1.25% 3/1/21		$ 3,470		3,388
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc.:
3% 2/27/17		5,615		4,982
5% 10/15/18 (h)		3,018		2,501
Peabody Energy Corp. 4.75% 12/15/41		7,660		847
				8,330
Convertible Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
Twitter, Inc. 0.25% 9/15/19 (f)		$ 5,840		$ 5,139
TOTAL CONVERTIBLE BONDS (Cost $22,706)			16,857
Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%
Baggot Securities Ltd. 10.24% (f)(g) (Cost $4,623)	EUR	3,010		3,559

Money Market Funds - 0.6%
	Shares
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c) (Cost $42,660)	42,659,669		42,660
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $6,281,963)			7,461,015
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(36,820)
NET ASSETS - 100%		$ 7,424,195

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Amount is stated in United States dollars unless otherwise noted.

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

(g) Security is perpetual in nature with no stated maturity date.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 5% 10/15/18	10/16/13	$ 2,800
First Data Holdings, Inc. Class B	6/26/14	$ 20,622
NJOY, Inc. Series D	2/14/14	$ 1,164

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	$ 11
Fidelity Securities Lending Cash Central Fund	735
Total	$ 746

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 702,475	$ 702,441	$ -	$ 34
Consumer Staples	657,437	618,086	39,351	-
Energy	620,977	620,977	-	-
Financials	1,690,614	1,686,566	4,048	-
Health Care	808,070	808,070	-	-
Industrials	943,620	943,620	-	-
Information Technology	1,609,692	1,584,172	-	25,520
Materials	247,586	202,852	44,734	-
Telecommunication Services	100,813	100,813	-	-
Utilities	16,655	16,655	-	-
Corporate Bonds	16,857	-	16,857	-
Preferred Securities	3,559	-	3,559	-
Money Market Funds	42,660	42,660	-	-
Total Investments in Securities:	$ 7,461,015	$ 7,326,912	$ 108,549	$ 25,554

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

United States of America	88.1%
United Kingdom	4.6%
Canada	2.5%
Israel	1.4%
Others (Individually Less Than 1%)	3.4%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $42,222) - See accompanying schedule: Unaffiliated issuers (cost $6,239,303)	$ 7,418,355
Fidelity Central Funds (cost $42,660)	42,660
Total Investments (cost $6,281,963)		$ 7,461,015
Foreign currency held at value (cost $242)		243
Receivable for investments sold		43,373
Receivable for fund shares sold		6,259
Dividends receivable		9,373
Interest receivable		187
Distributions receivable from Fidelity Central Funds		49
Other receivables		767
Total assets		7,521,266

Liabilities
Payable for investments purchased	$ 38,409
Payable for fund shares redeemed	4,261
Accrued management fee	2,777
Notes payable to affiliates	7,108
Other affiliated payables	1,041
Other payables and accrued expenses	815
Collateral on securities loaned, at value	42,660
Total liabilities		97,071

Net Assets		$ 7,424,195
Net Assets consist of:
Paid in capital		$ 8,922,704
Distributions in excess of net investment income		(722)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,676,809)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,179,022
Net Assets		$ 7,424,195

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)		July 31, 2015

Growth and Income: Net Asset Value, offering price and redemption price per share ($6,562,578 ÷ 212,744 shares)		$ 30.85

Class K: Net Asset Value, offering price and redemption price per share ($861,617 ÷ 27,953 shares)		$ 30.82

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2015

Investment Income
Dividends		$ 185,479
Interest		887
Income from Fidelity Central Funds		746
Total income		187,112

Expenses
Management fee	$ 34,114
Transfer agent fees	11,401
Accounting and security lending fees	1,203
Custodian fees and expenses	181
Independent trustees' compensation	36
Registration fees	82
Audit	101
Legal	45
Interest	6
Miscellaneous	51
Total expenses before reductions	47,220
Expense reductions	(268)	46,952
Net investment income (loss)		140,160
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	743,232
Foreign currency transactions	28
Total net realized gain (loss)		743,260
Change in net unrealized appreciation (depreciation) on: Investment securities	(281,491)
Assets and liabilities in foreign currencies	(28)
Total change in net unrealized appreciation (depreciation)		(281,519)
Net gain (loss)		461,741
Net increase (decrease) in net assets resulting from operations		$ 601,901

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 140,160	$ 138,369
Net realized gain (loss)	743,260	863,680
Change in net unrealized appreciation (depreciation)	(281,519)	38,912
Net increase (decrease) in net assets resulting from operations	601,901	1,040,961
Distributions to shareholders from net investment income	(135,475)	(133,552)
Distributions to shareholders from net realized gain	-	(1,626)
Total distributions	(135,475)	(135,178)
Share transactions - net increase (decrease)	(551,906)	(472,170)
Total increase (decrease) in net assets	(85,480)	433,613

Net Assets
Beginning of period	7,509,675	7,076,062
End of period (including distributions in excess of net investment income of $722 and undistributed net investment income of $3,054, respectively)	$ 7,424,195	$ 7,509,675

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

Annual Report

Financial Highlights - Growth & Income

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 29.02	$ 25.66	$ 20.13	$ 18.58	$ 15.75
Income from Investment Operations
Net investment income (loss)^B	.55	.51	.46	.36	.20
Net realized and unrealized gain (loss)	1.82^H	3.35	5.54	1.55	2.82
Total from investment operations	2.37	3.86	6.00	1.91	3.02
Distributions from net investment income	(.54)	(.50)	(.44)	(.35)	(.19)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-
Total distributions	(.54)	(.50)^G	(.47)	(.36)	(.19)
Net asset value, end of period	$ 30.85	$ 29.02	$ 25.66	$ 20.13	$ 18.58
Total Return ^A	8.23%^H	15.16%	30.15%	10.45%	19.16%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.64%	.65%	.68%	.71%	.72%
Expenses net of fee waivers, if any	.63%	.65%	.68%	.71%	.72%
Expenses net of all reductions	.63%	.65%	.67%	.71%	.71%
Net investment income (loss)	1.83%	1.86%	2.04%	1.95%	1.09%
Supplemental Data
Net assets, end of period (in millions)	$ 6,563	$ 6,550	$ 6,060	$ 4,863	$ 5,052
Portfolio turnover rate ^D	35%	41%^F	49%	62%	129%

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

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

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

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

^G Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 29.00	$ 25.64	$ 20.12	$ 18.57	$ 15.74
Income from Investment Operations
Net investment income (loss)^B	.59	.54	.50	.40	.23
Net realized and unrealized gain (loss)	1.81^G	3.36	5.52	1.54	2.82
Total from investment operations	2.40	3.90	6.02	1.94	3.05
Distributions from net investment income	(.58)	(.53)	(.47)	(.38)	(.22)
Distributions from net realized gain	-	(.01)	(.03)	(.01)	-
Total distributions	(.58)	(.54)	(.50)	(.39)	(.22)
Net asset value, end of period	$ 30.82	$ 29.00	$ 25.64	$ 20.12	$ 18.57
Total Return ^A	8.34%^G	15.32%	30.28%	10.66%	19.40%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.52%	.52%	.53%	.54%	.54%
Expenses net of fee waivers, if any	.52%	.52%	.53%	.54%	.54%
Expenses net of all reductions	.52%	.52%	.52%	.54%	.53%
Net investment income (loss)	1.95%	1.99%	2.19%	2.13%	1.27%
Supplemental Data
Net assets, end of period (in millions)	$ 862	$ 960	$ 1,016	$ 752	$ 403
Portfolio turnover rate^D	35%	41%^F	49%	62%	129%

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 1,529,111
Gross unrealized depreciation	(346,487)
Net unrealized appreciation (depreciation) on securities	$ 1,182,624

Tax Cost	$ 6,278,391

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

Undistributed ordinary income	$ 13,948
Capital loss carryforward	$ (2,680,247)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,182,615

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Fiscal year of expiration
2018	$ (2,680,247)

The tax character of distributions paid was as follows:

	July 31, 2015	July 31,2014
Ordinary Income	$ 135,475	$ 135,178

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,631,955 and $3,154,898, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

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

	Amount	% of Class-Level Average Net Assets
Growth and Income	$ 10,952	.16
Class K	449	.05
	$ 11,401

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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 7,770	.34%	$ 5

Annual Report

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 $11 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. 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 $735, including $4 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Bank Borrowings.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $30, and a portion of class-level operating expenses as follows:

	Amount
Growth and Income	$ 147

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Growth and Income	$ 117,218	$ 113,973
Class K	18,257	19,579
Total	$ 135,475	$ 133,552
From net realized gain
Growth and Income	$ -	$ 1,391
Class K	-	235
Total	$ -	$ 1,626

Annual Report

11. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Growth and Income
Shares sold	12,118	21,786	$ 365,420	$ 598,816
Reinvestment of distributions	3,750	3,998	111,890	110,063
Shares redeemed	(28,824)	(36,289)^A	(872,624)	(997,570)^A
Net increase (decrease)	(12,956)	(10,505)	$ (395,314)	$ (288,691)
Class K
Shares sold	4,866	7,113	$ 146,512	$ 195,462
Reinvestment of distributions	612	722	18,257	19,814
Shares redeemed	(10,609)	(14,384)	(321,361)	(398,755)
Net increase (decrease)	(5,131)	(6,549)	$ (156,592)	$ (183,479)

^AAmount includes in-kind redemptions.

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Growth & Income Portfolio:

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 & Income Portfolio (a fund of Fidelity Securities Fund) at July 31, 2015, 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 & Income Portfolio'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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2015

Annual Report

Trustees and Officers

Annual Report

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

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

Class K 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Growth & Income Portfolio

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Growth & Income Portfolio

scp181

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

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 Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Growth & Income Portfolio

scp183

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 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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 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 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 its competitive median for 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

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

GAI-K-UANN-0915
1.863229.106

Fidelity®

Small Cap Value

Fund

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Fidelity® Small Cap Value Fund	12.18%	15.25%	9.49%

$10,000 Over 10 years

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Value Fund, a class of the fund, on July 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

lov24

Annual Report

Management's Discussion of Fund Performance

Comments from Lead Portfolio Manager Derek Janssen: For the year, the fund significantly outpaced the 4.30% return of the benchmark Russell 2000® Value Index. (For specific results, please see the Performance section of this report.) Compared with the index, security selection was positive in nearly every sector of the market, especially financials, energy and information technology. The fund also benefited from an overweighting in the health care sector, by far the market's strongest-performing group. That favorable impact, however, was modestly tempered by subpar stock picking in the category. Our goal of managing potential damage from big losses was a plus. This was most evident in the beleaguered energy sector. Although we, too, experienced some struggles - most notably with ShawCor and Northern Oil and Gas - our aggregate energy holdings did vastly better than the sector as a whole. In financials, StanCorp Financial Group, a provider of group disability insurance, led the way on the positive side. Late in the period, the company agreed to be acquired, triggering a sharp rise in its share price. Meanwhile, in information technology, an out-of-index position for software company SS&C Technologies Holdings was a standout contributor. Elsewhere, a position in GrafTech International, which develops graphite electrodes and other carbon-based products, hurt results. In search of other opportunities, we sold the fund's shares in late 2014.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Class A	1.35%
Actual		$ 1,000.00	$ 1,057.50	$ 6.89
Hypothetical^A		$ 1,000.00	$ 1,018.10	$ 6.76
Class T	1.60%
Actual		$ 1,000.00	$ 1,056.20	$ 8.16
Hypothetical^A		$ 1,000.00	$ 1,016.86	$ 8.00
Class B	2.19%
Actual		$ 1,000.00	$ 1,053.30	$ 11.15
Hypothetical^A		$ 1,000.00	$ 1,013.93	$ 10.94
Class C	2.12%
Actual		$ 1,000.00	$ 1,053.20	$ 10.79
Hypothetical^A		$ 1,000.00	$ 1,014.28	$ 10.59
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,058.80	$ 5.56
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46
Class I	1.09%
Actual		$ 1,000.00	$ 1,058.80	$ 5.56
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Aarons, Inc. Class A	3.0	2.6
Aspen Insurance Holdings Ltd.	2.7	2.5
Rouse Properties, Inc.	2.7	2.9
Tech Data Corp.	2.7	2.4
Federated Investors, Inc. Class B (non-vtg.)	2.7	2.9
Store Capital Corp.	2.6	0.0
Silgan Holdings, Inc.	2.6	2.3
CVB Financial Corp.	2.5	1.7
Universal Corp.	2.4	1.7
DineEquity, Inc.	2.4	1.4
	26.3
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	41.0	40.5
Industrials	13.2	13.0
Information Technology	12.9	12.8
Consumer Discretionary	9.3	11.6
Health Care	6.8	6.7

Asset Allocation (% of fund's net assets)
As of July 31, 2015 *			As of January 31, 2015 **
	Stocks 99.2%			Stocks 99.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.8%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		11.2%	** Foreign investments		11.9%

lov34

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 1.5%
Standard Motor Products, Inc. (e)	1,183,301		$ 43,273,318
Hotels, Restaurants & Leisure - 2.4%
DineEquity, Inc.	660,000		68,646,600
Specialty Retail - 5.1%
Aarons, Inc. Class A	2,295,100		84,872,798
Genesco, Inc. (a)	616,728		39,896,134
Hibbett Sports, Inc. (a)	249,000		11,341,950
Murphy U.S.A., Inc. (a)	72,506		3,970,429
			140,081,311
Textiles, Apparel & Luxury Goods - 0.3%
Vera Bradley, Inc. (a)	831,000		9,024,660
TOTAL CONSUMER DISCRETIONARY			261,025,889
CONSUMER STAPLES - 4.2%
Food Products - 1.8%
Post Holdings, Inc. (a)	931,300		50,048,062
Tobacco - 2.4%
Universal Corp. (d)(e)	1,208,239		68,930,035
TOTAL CONSUMER STAPLES			118,978,097
ENERGY - 4.3%
Energy Equipment & Services - 1.8%
Hornbeck Offshore Services, Inc. (a)(d)	1,600,000		29,120,000
ShawCor Ltd. Class A	871,000		20,472,180
			49,592,180
Oil, Gas & Consumable Fuels - 2.5%
Northern Oil & Gas, Inc. (a)(d)	1,958,249		9,321,265
World Fuel Services Corp.	1,537,200		62,487,180
			71,808,445
TOTAL ENERGY			121,400,625
FINANCIALS - 41.0%
Banks - 9.7%
Associated Banc-Corp.	2,890,335		56,968,503
CVB Financial Corp.	3,999,988		70,839,787
First Citizen Bancshares, Inc. Class A (a)	180,954		46,385,748
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
First Citizen Bancshares, Inc. Class A	140,370		$ 35,982,446
First Niagara Financial Group, Inc.	6,500,000		63,115,000
			273,291,484
Capital Markets - 6.1%
Federated Investors, Inc. Class B (non-vtg.)	2,199,963		74,160,753
OM Asset Management Ltd.	2,232,001		39,439,458
Waddell & Reed Financial, Inc. Class A	1,264,100		56,770,731
			170,370,942
Insurance - 11.5%
Aspen Insurance Holdings Ltd.	1,599,400		76,915,146
Endurance Specialty Holdings Ltd.	902,400		62,707,776
First American Financial Corp.	1,270,287		51,548,246
ProAssurance Corp.	1,368,200		66,070,378
StanCorp Financial Group, Inc.	581,300		66,279,826
			323,521,372
Real Estate Investment Trusts - 8.2%
National Retail Properties, Inc. (d)	683,400		25,401,978
Rouse Properties, Inc. (d)(e)	4,350,000		76,560,000
Sabra Health Care REIT, Inc.	2,042,700		55,867,845
Store Capital Corp.	3,500,000		73,500,000
			231,329,823
Real Estate Management & Development - 1.7%
Kennedy Wilson Europe Real Estate PLC	2,659,540		47,554,949
Thrifts & Mortgage Finance - 3.8%
Astoria Financial Corp.	3,403,499		51,460,905
Washington Federal, Inc.	2,368,300		55,134,024
			106,594,929
TOTAL FINANCIALS			1,152,663,499
HEALTH CARE - 6.8%
Health Care Equipment & Supplies - 1.6%
Integra LifeSciences Holdings Corp. (a)	709,200		45,480,996
Health Care Providers & Services - 2.7%
AmSurg Corp. (a)	148,800		10,674,912
Civitas Solutions, Inc. (e)	2,940,700		66,136,343
			76,811,255
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Technology - 1.1%
Cegedim SA (a)	670,247		$ 29,436,590
Pharmaceuticals - 1.4%
Theravance, Inc. (d)	2,594,553		39,748,552
TOTAL HEALTH CARE			191,477,393
INDUSTRIALS - 13.2%
Aerospace & Defense - 1.6%
Moog, Inc. Class A (a)	650,000		43,459,000
Commercial Services & Supplies - 2.8%
Essendant, Inc.	1,273,798		46,901,242
Knoll, Inc.	1,269,800		30,729,160
			77,630,402
Electrical Equipment - 3.3%
AZZ, Inc.	770,000		39,847,500
EnerSys	843,700		52,689,065
			92,536,565
Machinery - 3.8%
Columbus McKinnon Corp. (NY Shares)	776,000		18,204,960
Mueller Industries, Inc.	1,600,400		51,804,948
Valmont Industries, Inc. (d)	340,000		37,818,200
			107,828,108
Trading Companies & Distributors - 1.7%
WESCO International, Inc. (a)(d)	777,933		47,733,969
TOTAL INDUSTRIALS			369,188,044
INFORMATION TECHNOLOGY - 12.9%
Electronic Equipment & Components - 6.1%
Ingram Micro, Inc. Class A	2,048,300		55,775,209
SYNNEX Corp.	527,200		39,872,136
Tech Data Corp. (a)	1,286,373		75,034,137
			170,681,482
Internet Software & Services - 2.8%
Cimpress NV (a)	600,000		38,718,000
j2 Global, Inc.	574,300		40,430,720
			79,148,720
IT Services - 1.7%
CACI International, Inc. Class A (a)	578,334		47,498,571
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 2.3%
SS&C Technologies Holdings, Inc.	963,900		$ 65,574,117
TOTAL INFORMATION TECHNOLOGY			362,902,890
MATERIALS - 2.9%
Containers & Packaging - 2.6%
Silgan Holdings, Inc.	1,350,000		72,184,500
Metals & Mining - 0.3%
Haynes International, Inc.	186,142		7,924,065
TOTAL MATERIALS			80,108,565
UTILITIES - 4.6%
Electric Utilities - 3.8%
El Paso Electric Co.	1,524,121		55,523,728
IDACORP, Inc.	822,000		51,054,420
			106,578,148
Gas Utilities - 0.8%
Southwest Gas Corp.	372,656		20,995,439
TOTAL UTILITIES			127,573,587
TOTAL COMMON STOCKS (Cost $2,263,907,733)		2,785,318,589
Money Market Funds - 3.4%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	17,732,670		$ 17,732,670
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	78,652,275		78,652,275
TOTAL MONEY MARKET FUNDS (Cost $96,384,945)		96,384,945
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $2,360,292,678)		2,881,703,534
NET OTHER ASSETS (LIABILITIES) - (2.6)%		(72,769,368)
NET ASSETS - 100%		$ 2,808,934,166

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 32,820
Fidelity Securities Lending Cash Central Fund	2,526,958
Total	$ 2,559,778

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 50,386,144	$ -	$ 54,199,221	$ -	$ -
Civitas Solutions, Inc.	-	49,470,245	-	-	66,136,343
Rouse Properties, Inc.	61,020,000	12,779,885	-	1,241,110	76,560,000
Standard Motor Products, Inc.	5,166,001	37,876,193	-	350,548	43,273,318
Universal Corp.	34,273,800	23,621,771	-	2,242,369	68,930,035
Total	$ 150,845,945	$ 123,748,094	$ 54,199,221	$ 3,834,027	$ 254,899,696

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	88.8%
Bermuda	4.9%
Bailiwick of Jersey	1.7%
United Kingdom	1.4%
Netherlands	1.4%
France	1.1%
Others (Individually Less Than 1%)	0.7%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $78,959,780) - See accompanying schedule: Unaffiliated issuers (cost $2,038,966,810)	$ 2,530,418,893
Fidelity Central Funds (cost $96,384,945)	96,384,945
Other affiliated issuers (cost $224,940,923)	254,899,696
Total Investments (cost $2,360,292,678)		$ 2,881,703,534
Cash		734,073
Receivable for investments sold		15,532,470
Receivable for fund shares sold		1,661,236
Dividends receivable		1,471,580
Distributions receivable from Fidelity Central Funds		173,728
Other receivables		47,404
Total assets		2,901,324,025

Liabilities
Payable for investments purchased	$ 8,089,386
Payable for fund shares redeemed	2,726,578
Accrued management fee	2,167,127
Distribution and service plan fees payable	144,360
Other affiliated payables	547,440
Other payables and accrued expenses	62,693
Collateral on securities loaned, at value	78,652,275
Total liabilities		92,389,859

Net Assets		$ 2,808,934,166
Net Assets consist of:
Paid in capital		$ 2,052,777,532
Undistributed net investment income		15,098,491
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		219,647,286
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		521,410,857
Net Assets		$ 2,808,934,166

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

		July 31, 2015
Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($235,843,693 ÷ 12,321,881 shares)		$ 19.14

Maximum offering price per share (100/94.25 of $19.14)		$ 20.31
Class T:
Net Asset Value and redemption price per share ($91,716,035 ÷ 4,884,772 shares)		$ 18.78

Maximum offering price per share (100/96.50 of $18.78)		$ 19.46
Class B:
Net Asset Value and offering price per share ($3,472,809 ÷ 195,257 shares)		$ 17.79

Class C:
Net Asset Value and offering price per share ($64,928,190 ÷ 3,644,329 shares)		$ 17.82

Small Cap Value:
Net Asset Value, offering price and redemption price per share ($2,036,156,515 ÷ 104,710,600 shares)		$ 19.45

Class I:
Net Asset Value, offering price and redemption price per share ($376,816,924 ÷ 19,373,883 shares)		$ 19.45

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

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

Annual Report

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends (including $3,834,027 earned from other affiliated issuers)		$ 43,839,929
Special dividends		7,304,990
Interest		13
Income from Fidelity Central Funds		2,559,778
Total income		53,704,710

Expenses
Management fee
Basic fee	$ 19,717,517
Performance adjustment	5,968,836
Transfer agent fees	5,735,976
Distribution and service plan fees	1,818,820
Accounting and security lending fees	861,187
Custodian fees and expenses	49,188
Independent trustees' compensation	11,943
Registration fees	112,249
Audit	66,269
Legal	6,901
Interest	136
Miscellaneous	18,831
Total expenses before reductions	34,367,853
Expense reductions	(889,045)	33,478,808
Net investment income (loss)		20,225,902
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	288,163,783
Other affiliated issuers	(2,940,192)
Foreign currency transactions	293,006
Total net realized gain (loss)		285,516,597
Change in net unrealized appreciation (depreciation) on: Investment securities	14,012,996
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		14,012,997
Net gain (loss)		299,529,594
Net increase (decrease) in net assets resulting from operations		$ 319,755,496

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 20,225,902	$ 11,952,766
Net realized gain (loss)	285,516,597	925,842,288
Change in net unrealized appreciation (depreciation)	14,012,997	(668,249,080)
Net increase (decrease) in net assets resulting from operations	319,755,496	269,545,974
Distributions to shareholders from net investment income	(9,146,893)	(10,662,065)
Distributions to shareholders from net realized gain	(322,480,172)	(362,625,477)
Total distributions	(331,627,065)	(373,287,542)
Share transactions - net increase (decrease)	(16,898,248)	(1,289,647,794)
Redemption fees	149,785	536,076
Total increase (decrease) in net assets	(28,620,032)	(1,392,853,286)

Net Assets
Beginning of period	2,837,554,198	4,230,407,484
End of period (including undistributed net investment income of $15,098,491 and undistributed net investment income of $5,856,882, respectively)	$ 2,808,934,166	$ 2,837,554,198

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.29	$ 19.96	$ 14.86	$ 15.48	$ 13.45
Income from Investment Operations
Net investment income (loss)^C	.10^L	.03	.07	.01	.01^F
Net realized and unrealized gain (loss)	2.01	1.24	5.57	.30	2.22
Total from investment operations	2.11	1.27	5.64	.31	2.23
Distributions from net investment income	(.02)	(.01)	(.07)	(.01)	(.08)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.26)^K	(1.94)	(.54)	(.93)^J	(.20)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 19.14	$ 19.29	$ 19.96	$ 14.86	$ 15.48
Total Return^{A, B}	11.86%	6.83%	39.09%	3.24%	16.72%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.42%	1.36%	1.36%	1.44%	1.44%
Expenses net of fee waivers, if any	1.39%	1.35%	1.36%	1.44%	1.43%
Expenses net of all reductions	1.39%	1.34%	1.36%	1.44%	1.43%
Net investment income (loss)	.52%^L	.13%	.41%	.09%	.06%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 235,844	$ 258,183	$ 275,265	$ 150,285	$ 140,707
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%.

^H Amount represents less than $.01 per share.

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

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

^K Total distributions of $2.26 per share is comprised of distributions from net investment income of $.016 and distributions from net realized gain of $2.248 per share.

^L 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 .26%.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.98	$ 19.70	$ 14.70	$ 15.34	$ 13.34
Income from Investment Operations
Net investment income (loss)^C	.05^J	(.02)	.03	(.02)	(.03)^F
Net realized and unrealized gain (loss)	1.98	1.23	5.50	.31	2.20
Total from investment operations	2.03	1.21	5.53	.29	2.17
Distributions from net investment income	-	-	(.06)	-	(.05)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.53)	(.93)	(.17)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 18.78	$ 18.98	$ 19.70	$ 14.70	$ 15.34
Total Return^{A, B}	11.58%	6.58%	38.70%	3.08%	16.36%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.67%	1.61%	1.60%	1.67%	1.70%
Expenses net of fee waivers, if any	1.64%	1.59%	1.60%	1.67%	1.69%
Expenses net of all reductions	1.63%	1.59%	1.59%	1.67%	1.69%
Net investment income (loss)	.27%^J	(.11)%	.18%	(.14)%	(.19)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 91,716	$ 100,975	$ 107,444	$ 57,514	$ 55,845
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

^J 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 .01%.

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.18	$ 19.06	$ 14.27	$ 15.00	$ 13.08
Income from Investment Operations
Net investment income (loss)^C	(.06)^J	(.13)	(.06)	(.09)	(.10)^F
Net realized and unrealized gain (loss)	1.90	1.18	5.34	.29	2.15
Total from investment operations	1.84	1.05	5.28	.20	2.05
Distributions from net investment income	-	-	(.02)	-	(.01)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.49)	(.93)	(.13)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 17.79	$ 18.18	$ 19.06	$ 14.27	$ 15.00
Total Return^{A, B}	10.94%	5.92%	38.07%	2.51%	15.80%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	2.25%	2.18%	2.15%	2.19%	2.20%
Expenses net of fee waivers, if any	2.23%	2.17%	2.15%	2.19%	2.19%
Expenses net of all reductions	2.22%	2.16%	2.14%	2.19%	2.19%
Net investment income (loss)	(.32)%^J	(.69)%	(.37)%	(.66)%	(.69)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,473	$ 4,808	$ 7,052	$ 6,675	$ 8,549
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.19	$ 19.06	$ 14.28	$ 15.01	$ 13.08
Income from Investment Operations
Net investment income (loss)^C	(.04)^J	(.12)	(.06)	(.09)	(.10)^F
Net realized and unrealized gain (loss)	1.90	1.18	5.34	.29	2.17
Total from investment operations	1.86	1.06	5.28	.20	2.07
Distributions from net investment income	-	-	(.03)	-	(.02)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.50)	(.93)	(.14)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 17.82	$ 18.19	$ 19.06	$ 14.28	$ 15.01
Total Return^{A, B}	11.05%	5.97%	38.00%	2.52%	15.91%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	2.19%	2.12%	2.13%	2.19%	2.18%
Expenses net of fee waivers, if any	2.16%	2.11%	2.13%	2.19%	2.18%
Expenses net of all reductions	2.15%	2.10%	2.12%	2.19%	2.18%
Net investment income (loss)	(.25)%^J	(.63)%	(.35)%	(.66)%	(.68)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 64,928	$ 70,541	$ 76,018	$ 47,265	$ 47,457
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.57	$ 20.22	$ 15.05	$ 15.62	$ 13.56
Income from Investment Operations
Net investment income (loss)^B	.15^I	.08	.12	.06	.06^E
Net realized and unrealized gain (loss)	2.05	1.26	5.63	.32	2.23
Total from investment operations	2.20	1.34	5.75	.38	2.29
Distributions from net investment income	(.07)	(.06)	(.11)	(.02)	(.10)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.13)
Total distributions	(2.32)	(1.99)	(.58)	(.95)	(.23)
Redemption fees added to paid in capital^B,G	-	-	-	-	-
Net asset value, end of period	$ 19.45	$ 19.57	$ 20.22	$ 15.05	$ 15.62
Total Return^A	12.18%	7.12%	39.45%	3.67%	17.03%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.15%	1.08%	1.07%	1.13%	1.13%
Expenses net of fee waivers, if any	1.12%	1.06%	1.07%	1.13%	1.13%
Expenses net of all reductions	1.12%	1.06%	1.06%	1.13%	1.13%
Net investment income (loss)	.78%^I	.41%	.71%	.41%	.37%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,036,157	$ 2,060,546	$ 2,672,854	$ 1,756,962	$ 1,899,805
Portfolio turnover rate^D	34%	26%^H	29%	27%	22%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%.

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

^G Amount represents less than $.01 per share.

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

^I 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 .53%.

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

Annual Report

Financial Highlights - Class I

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.57	$ 20.23	$ 15.05	$ 15.63	$ 13.58
Income from Investment Operations
Net investment income (loss)^B	.15^I	.08	.12	.06	.06^E
Net realized and unrealized gain (loss)	2.05	1.25	5.65	.31	2.23
Total from investment operations	2.20	1.33	5.77	.37	2.29
Distributions from net investment income	(.07)	(.06)	(.12)	(.02)	(.11)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.13)
Total distributions	(2.32)	(1.99)	(.59)	(.95)	(.24)
Redemption fees added to paid in capital^B,G	-	-	-	-	-
Net asset value, end of period	$ 19.45	$ 19.57	$ 20.23	$ 15.05	$ 15.63
Total Return^A	12.17%	7.08%	39.54%	3.59%	17.02%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.15%	1.09%	1.07%	1.14%	1.10%
Expenses net of fee waivers, if any	1.12%	1.07%	1.07%	1.14%	1.10%
Expenses net of all reductions	1.12%	1.07%	1.06%	1.14%	1.10%
Net investment income (loss)	.79%^I	.40%	.70%	.39%	.39%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 376,817	$ 342,500	$ 359,582	$ 138,981	$ 101,565
Portfolio turnover rate^D	34%	26%^H	29%	27%	22%

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

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

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

^G Amount represents less than $.01 per share.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

Fidelity® Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (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 Class A, Class T, Class C, Small Cap Value and Class I (formerly Institutional Class) shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund's other share classes are also closed to new accounts with certain exceptions. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013 and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

Annual Report

3. Significant Accounting Policies.

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)

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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.

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC) 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	$ 614,205,042
Gross unrealized depreciation	(96,595,356)
Net unrealized appreciation (depreciation) on securities	$ 517,609,686

Tax cost	$ 2,364,093,848

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

Undistributed ordinary income	$ 15,098,490
Undistributed long-term capital gain	$ 223,448,456
Net unrealized appreciation (depreciation) on securities and other investments	$ 517,609,686

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 12,432,052	$ 10,662,065
Long-term Capital Gains	319,195,013	362,625,476
Total	$ 331,627,065	$ 373,287,541

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $962,585,438 and $1,295,483,282, 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 .45% 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 Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .91% 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.

During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 615,096	$ 2,763
Class T	.25%	.25%	487,452	894
Class B	.75%	.25%	41,583	31,187
Class C	.75%	.25%	674,689	13,458
			$ 1,818,820	$ 48,302

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

	Retained by FDC
Class A	$ 7,832
Class T	3,175
Class B*	2,039
Class C*	847
	$ 13,893

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. 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
Class A	$ 534,282	.22
Class T	207,942	.21
Class B	12,447	.30
Class C	157,218	.23
Small Cap Value	4,104,906	.20
Class I	719,181	.20
	$ 5,735,976

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	$ 14,895,000	.33%	$ 136

Annual Report

Notes to Financial Statements - continued

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 $4,108 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.

8. Expense Reductions.

The investment adviser contractually agreed to waive a portion of the Fund's management fee until May 31, 2015. During the period, this waiver reduced the Fund's management fee by $673,000. Effective June 1, 2015 the waiver was discontinued.

Annual Report

8. Expense Reductions - continued

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $11,488 and a portion of class-level operating expenses as follows:

	Amount
Class A	$ 5,981
Class T	2,343
Class B	9
Class C	1,654
Small Cap Value	55,260
Class I	8,138
	$ 73,385

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014 ^A
From net investment income
Class A	$ 207,059	$ 171,608
Small Cap Value	7,655,420	7,284,772
Class F	-	2,011,606
Class I	1,284,414	1,194,079
Total	$ 9,146,893	$ 10,662,065
From net realized gain
Class A	$ 29,002,450	$ 26,941,211
Class T	11,758,984	10,672,388
Class B	573,044	695,128
Class C	8,461,258	7,761,033
Small Cap Value	233,242,234	236,012,007
Class F	-	44,973,770
Class I	39,442,202	35,569,940
Total	$ 322,480,172	$ 362,625,477

^A All Class F Shares were redeemed on November 19, 2013.

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014^A	2015	2014 ^A
Class A
Shares sold	1,619,679	2,364,232	$ 30,035,137	$ 46,165,166
Reinvestment of distributions	1,578,405	1,371,738	28,466,035	25,837,208
Shares redeemed	(4,261,712)	(4,138,116)	(79,564,907)	(80,966,690)
Net increase (decrease)	(1,063,628)	(402,146)	$ (21,063,735)	$ (8,964,316)
Class T
Shares sold	599,331	987,146	$ 10,911,777	$ 19,000,773
Reinvestment of distributions	655,613	566,918	11,618,861	10,525,159
Shares redeemed	(1,691,524)	(1,685,516)	(30,859,052)	(32,399,109)
Net increase (decrease)	(436,580)	(131,452)	$ (8,328,414)	$ (2,873,177)
Class B
Shares sold	5,056	9,527	$ 89,676	$ 174,532
Reinvestment of distributions	31,870	33,965	537,830	607,035
Shares redeemed	(106,178)	(149,029)	(1,834,363)	(2,755,578)
Net increase (decrease)	(69,252)	(105,537)	$ (1,206,857)	$ (1,974,011)
Class C
Shares sold	167,565	268,818	$ 2,897,201	$ 4,960,750
Reinvestment of distributions	447,025	378,946	7,553,140	6,778,684
Shares redeemed	(847,704)	(758,615)	(14,671,382)	(14,057,302)
Net increase (decrease)	(233,114)	(110,851)	$ (4,221,041)	$ (2,317,868)
Small Cap Value
Shares sold	13,163,441	19,542,379	$ 248,872,334	$ 386,966,432
Reinvestment of distributions	12,098,173	11,711,859	221,448,638	222,752,806
Shares redeemed	(25,848,809)	(58,131,122)^B	(487,056,437)	(1,153,341,425)^B
Net increase (decrease)	(587,195)	(26,876,884)	$ (16,735,465)	$ (543,622,187)
Class F
Shares sold	-	879,716	$ -	$ 17,395,091
Reinvestment of distributions	-	2,497,893	-	46,985,376
Shares redeemed	-	(39,476,567)^B	-	(787,183,278)^B
Net increase (decrease)	-	(36,098,958)	$ -	$ (722,802,811)

Annual Report

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014^A	2015	2014 ^A
Class I
Shares sold	4,194,067	4,292,555	$ 79,803,869	$ 84,987,281
Reinvestment of distributions	1,996,970	1,739,424	36,554,847	33,193,654
Shares redeemed	(4,316,971)	(6,306,791)	(81,701,452)	(125,274,359)
Net increase (decrease)	1,874,066	(274,812)	$ 34,657,264	$ (7,093,424)

^AAll Class F Shares were redeemed on November 19, 2013.

^B Amount includes in-kind redemptions.

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Small Cap Value 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 21, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
<R>	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).</R>
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012- present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay on September 14, 2015 to shareholders of record at the opening of business on September 11, 2015, a distribution of $1.495 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.110 per share from net investment income.

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 can 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 hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2015, $274,706,718, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Small Cap Value Fund

lov36

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

lov38

Annual Report

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

The Board noted that the total expense ratio of the retail class ranked below its competitive median for 2014 and the total expense ratio of each of Class A, Class T, Class B, Class C, and Class I ranked above its competitive median for 2014. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that, although in some cases above the median of the universe presented for comparison, 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.

Annual Report

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 sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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

Fidelity Automated Service
Telephone (FAST®) lov40
1-800-544-5555

Automated line for quickest service

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

SCV-UANN-0915
1.803705.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

Fund - Class A, Class T,
Class B and Class C

Annual Report

July 31, 2015

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® Small Cap Value Fund

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)	5.42%	13.55%	8.54%
Class T (incl. 3.50% sales charge)	7.68%	13.81%	8.54%
Class B (incl. contingent deferred sales charge) ^A	6.04%	13.77%	8.62%
Class C (incl. contingent deferred sales charge)^B	10.07%	14.05%	8.37%

^AClass B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

^BClass C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Class A on July 31, 2005, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period.

lov55

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Class A	1.35%
Actual		$ 1,000.00	$ 1,057.50	$ 6.89
Hypothetical^A		$ 1,000.00	$ 1,018.10	$ 6.76
Class T	1.60%
Actual		$ 1,000.00	$ 1,056.20	$ 8.16
Hypothetical^A		$ 1,000.00	$ 1,016.86	$ 8.00
Class B	2.19%
Actual		$ 1,000.00	$ 1,053.30	$ 11.15
Hypothetical^A		$ 1,000.00	$ 1,013.93	$ 10.94
Class C	2.12%
Actual		$ 1,000.00	$ 1,053.20	$ 10.79
Hypothetical^A		$ 1,000.00	$ 1,014.28	$ 10.59
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,058.80	$ 5.56
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46
Class I	1.09%
Actual		$ 1,000.00	$ 1,058.80	$ 5.56
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Aarons, Inc. Class A	3.0	2.6
Aspen Insurance Holdings Ltd.	2.7	2.5
Rouse Properties, Inc.	2.7	2.9
Tech Data Corp.	2.7	2.4
Federated Investors, Inc. Class B (non-vtg.)	2.7	2.9
Store Capital Corp.	2.6	0.0
Silgan Holdings, Inc.	2.6	2.3
CVB Financial Corp.	2.5	1.7
Universal Corp.	2.4	1.7
DineEquity, Inc.	2.4	1.4
	26.3
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	41.0	40.5
Industrials	13.2	13.0
Information Technology	12.9	12.8
Consumer Discretionary	9.3	11.6
Health Care	6.8	6.7

Asset Allocation (% of fund's net assets)
As of July 31, 2015 *			As of January 31, 2015 **
	Stocks 99.2%			Stocks 99.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.8%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		11.2%	** Foreign investments		11.9%

lov65

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 1.5%
Standard Motor Products, Inc. (e)	1,183,301		$ 43,273,318
Hotels, Restaurants & Leisure - 2.4%
DineEquity, Inc.	660,000		68,646,600
Specialty Retail - 5.1%
Aarons, Inc. Class A	2,295,100		84,872,798
Genesco, Inc. (a)	616,728		39,896,134
Hibbett Sports, Inc. (a)	249,000		11,341,950
Murphy U.S.A., Inc. (a)	72,506		3,970,429
			140,081,311
Textiles, Apparel & Luxury Goods - 0.3%
Vera Bradley, Inc. (a)	831,000		9,024,660
TOTAL CONSUMER DISCRETIONARY			261,025,889
CONSUMER STAPLES - 4.2%
Food Products - 1.8%
Post Holdings, Inc. (a)	931,300		50,048,062
Tobacco - 2.4%
Universal Corp. (d)(e)	1,208,239		68,930,035
TOTAL CONSUMER STAPLES			118,978,097
ENERGY - 4.3%
Energy Equipment & Services - 1.8%
Hornbeck Offshore Services, Inc. (a)(d)	1,600,000		29,120,000
ShawCor Ltd. Class A	871,000		20,472,180
			49,592,180
Oil, Gas & Consumable Fuels - 2.5%
Northern Oil & Gas, Inc. (a)(d)	1,958,249		9,321,265
World Fuel Services Corp.	1,537,200		62,487,180
			71,808,445
TOTAL ENERGY			121,400,625
FINANCIALS - 41.0%
Banks - 9.7%
Associated Banc-Corp.	2,890,335		56,968,503
CVB Financial Corp.	3,999,988		70,839,787
First Citizen Bancshares, Inc. Class A (a)	180,954		46,385,748
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
First Citizen Bancshares, Inc. Class A	140,370		$ 35,982,446
First Niagara Financial Group, Inc.	6,500,000		63,115,000
			273,291,484
Capital Markets - 6.1%
Federated Investors, Inc. Class B (non-vtg.)	2,199,963		74,160,753
OM Asset Management Ltd.	2,232,001		39,439,458
Waddell & Reed Financial, Inc. Class A	1,264,100		56,770,731
			170,370,942
Insurance - 11.5%
Aspen Insurance Holdings Ltd.	1,599,400		76,915,146
Endurance Specialty Holdings Ltd.	902,400		62,707,776
First American Financial Corp.	1,270,287		51,548,246
ProAssurance Corp.	1,368,200		66,070,378
StanCorp Financial Group, Inc.	581,300		66,279,826
			323,521,372
Real Estate Investment Trusts - 8.2%
National Retail Properties, Inc. (d)	683,400		25,401,978
Rouse Properties, Inc. (d)(e)	4,350,000		76,560,000
Sabra Health Care REIT, Inc.	2,042,700		55,867,845
Store Capital Corp.	3,500,000		73,500,000
			231,329,823
Real Estate Management & Development - 1.7%
Kennedy Wilson Europe Real Estate PLC	2,659,540		47,554,949
Thrifts & Mortgage Finance - 3.8%
Astoria Financial Corp.	3,403,499		51,460,905
Washington Federal, Inc.	2,368,300		55,134,024
			106,594,929
TOTAL FINANCIALS			1,152,663,499
HEALTH CARE - 6.8%
Health Care Equipment & Supplies - 1.6%
Integra LifeSciences Holdings Corp. (a)	709,200		45,480,996
Health Care Providers & Services - 2.7%
AmSurg Corp. (a)	148,800		10,674,912
Civitas Solutions, Inc. (e)	2,940,700		66,136,343
			76,811,255
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Technology - 1.1%
Cegedim SA (a)	670,247		$ 29,436,590
Pharmaceuticals - 1.4%
Theravance, Inc. (d)	2,594,553		39,748,552
TOTAL HEALTH CARE			191,477,393
INDUSTRIALS - 13.2%
Aerospace & Defense - 1.6%
Moog, Inc. Class A (a)	650,000		43,459,000
Commercial Services & Supplies - 2.8%
Essendant, Inc.	1,273,798		46,901,242
Knoll, Inc.	1,269,800		30,729,160
			77,630,402
Electrical Equipment - 3.3%
AZZ, Inc.	770,000		39,847,500
EnerSys	843,700		52,689,065
			92,536,565
Machinery - 3.8%
Columbus McKinnon Corp. (NY Shares)	776,000		18,204,960
Mueller Industries, Inc.	1,600,400		51,804,948
Valmont Industries, Inc. (d)	340,000		37,818,200
			107,828,108
Trading Companies & Distributors - 1.7%
WESCO International, Inc. (a)(d)	777,933		47,733,969
TOTAL INDUSTRIALS			369,188,044
INFORMATION TECHNOLOGY - 12.9%
Electronic Equipment & Components - 6.1%
Ingram Micro, Inc. Class A	2,048,300		55,775,209
SYNNEX Corp.	527,200		39,872,136
Tech Data Corp. (a)	1,286,373		75,034,137
			170,681,482
Internet Software & Services - 2.8%
Cimpress NV (a)	600,000		38,718,000
j2 Global, Inc.	574,300		40,430,720
			79,148,720
IT Services - 1.7%
CACI International, Inc. Class A (a)	578,334		47,498,571
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 2.3%
SS&C Technologies Holdings, Inc.	963,900		$ 65,574,117
TOTAL INFORMATION TECHNOLOGY			362,902,890
MATERIALS - 2.9%
Containers & Packaging - 2.6%
Silgan Holdings, Inc.	1,350,000		72,184,500
Metals & Mining - 0.3%
Haynes International, Inc.	186,142		7,924,065
TOTAL MATERIALS			80,108,565
UTILITIES - 4.6%
Electric Utilities - 3.8%
El Paso Electric Co.	1,524,121		55,523,728
IDACORP, Inc.	822,000		51,054,420
			106,578,148
Gas Utilities - 0.8%
Southwest Gas Corp.	372,656		20,995,439
TOTAL UTILITIES			127,573,587
TOTAL COMMON STOCKS (Cost $2,263,907,733)		2,785,318,589
Money Market Funds - 3.4%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	17,732,670		$ 17,732,670
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	78,652,275		78,652,275
TOTAL MONEY MARKET FUNDS (Cost $96,384,945)		96,384,945
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $2,360,292,678)		2,881,703,534
NET OTHER ASSETS (LIABILITIES) - (2.6)%		(72,769,368)
NET ASSETS - 100%		$ 2,808,934,166

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 32,820
Fidelity Securities Lending Cash Central Fund	2,526,958
Total	$ 2,559,778

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 50,386,144	$ -	$ 54,199,221	$ -	$ -
Civitas Solutions, Inc.	-	49,470,245	-	-	66,136,343
Rouse Properties, Inc.	61,020,000	12,779,885	-	1,241,110	76,560,000
Standard Motor Products, Inc.	5,166,001	37,876,193	-	350,548	43,273,318
Universal Corp.	34,273,800	23,621,771	-	2,242,369	68,930,035
Total	$ 150,845,945	$ 123,748,094	$ 54,199,221	$ 3,834,027	$ 254,899,696

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	88.8%
Bermuda	4.9%
Bailiwick of Jersey	1.7%
United Kingdom	1.4%
Netherlands	1.4%
France	1.1%
Others (Individually Less Than 1%)	0.7%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $78,959,780) - See accompanying schedule: Unaffiliated issuers (cost $2,038,966,810)	$ 2,530,418,893
Fidelity Central Funds (cost $96,384,945)	96,384,945
Other affiliated issuers (cost $224,940,923)	254,899,696
Total Investments (cost $2,360,292,678)		$ 2,881,703,534
Cash		734,073
Receivable for investments sold		15,532,470
Receivable for fund shares sold		1,661,236
Dividends receivable		1,471,580
Distributions receivable from Fidelity Central Funds		173,728
Other receivables		47,404
Total assets		2,901,324,025

Liabilities
Payable for investments purchased	$ 8,089,386
Payable for fund shares redeemed	2,726,578
Accrued management fee	2,167,127
Distribution and service plan fees payable	144,360
Other affiliated payables	547,440
Other payables and accrued expenses	62,693
Collateral on securities loaned, at value	78,652,275
Total liabilities		92,389,859

Net Assets		$ 2,808,934,166
Net Assets consist of:
Paid in capital		$ 2,052,777,532
Undistributed net investment income		15,098,491
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		219,647,286
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		521,410,857
Net Assets		$ 2,808,934,166

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

Annual Report

Statement of Assets and Liabilities - continued

		July 31, 2015
Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($235,843,693 ÷ 12,321,881 shares)		$ 19.14

Maximum offering price per share (100/94.25 of $19.14)		$ 20.31
Class T:
Net Asset Value and redemption price per share ($91,716,035 ÷ 4,884,772 shares)		$ 18.78

Maximum offering price per share (100/96.50 of $18.78)		$ 19.46
Class B:
Net Asset Value and offering price per share ($3,472,809 ÷ 195,257 shares)		$ 17.79

Class C:
Net Asset Value and offering price per share ($64,928,190 ÷ 3,644,329 shares)		$ 17.82

Small Cap Value:
Net Asset Value, offering price and redemption price per share ($2,036,156,515 ÷ 104,710,600 shares)		$ 19.45

Class I:
Net Asset Value, offering price and redemption price per share ($376,816,924 ÷ 19,373,883 shares)		$ 19.45

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends (including $3,834,027 earned from other affiliated issuers)		$ 43,839,929
Special dividends		7,304,990
Interest		13
Income from Fidelity Central Funds		2,559,778
Total income		53,704,710

Expenses
Management fee
Basic fee	$ 19,717,517
Performance adjustment	5,968,836
Transfer agent fees	5,735,976
Distribution and service plan fees	1,818,820
Accounting and security lending fees	861,187
Custodian fees and expenses	49,188
Independent trustees' compensation	11,943
Registration fees	112,249
Audit	66,269
Legal	6,901
Interest	136
Miscellaneous	18,831
Total expenses before reductions	34,367,853
Expense reductions	(889,045)	33,478,808
Net investment income (loss)		20,225,902
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	288,163,783
Other affiliated issuers	(2,940,192)
Foreign currency transactions	293,006
Total net realized gain (loss)		285,516,597
Change in net unrealized appreciation (depreciation) on: Investment securities	14,012,996
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		14,012,997
Net gain (loss)		299,529,594
Net increase (decrease) in net assets resulting from operations		$ 319,755,496

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 20,225,902	$ 11,952,766
Net realized gain (loss)	285,516,597	925,842,288
Change in net unrealized appreciation (depreciation)	14,012,997	(668,249,080)
Net increase (decrease) in net assets resulting from operations	319,755,496	269,545,974
Distributions to shareholders from net investment income	(9,146,893)	(10,662,065)
Distributions to shareholders from net realized gain	(322,480,172)	(362,625,477)
Total distributions	(331,627,065)	(373,287,542)
Share transactions - net increase (decrease)	(16,898,248)	(1,289,647,794)
Redemption fees	149,785	536,076
Total increase (decrease) in net assets	(28,620,032)	(1,392,853,286)

Net Assets
Beginning of period	2,837,554,198	4,230,407,484
End of period (including undistributed net investment income of $15,098,491 and undistributed net investment income of $5,856,882, respectively)	$ 2,808,934,166	$ 2,837,554,198

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.29	$ 19.96	$ 14.86	$ 15.48	$ 13.45
Income from Investment Operations
Net investment income (loss)^C	.10^L	.03	.07	.01	.01^F
Net realized and unrealized gain (loss)	2.01	1.24	5.57	.30	2.22
Total from investment operations	2.11	1.27	5.64	.31	2.23
Distributions from net investment income	(.02)	(.01)	(.07)	(.01)	(.08)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.26)^K	(1.94)	(.54)	(.93)^J	(.20)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 19.14	$ 19.29	$ 19.96	$ 14.86	$ 15.48
Total Return^{A, B}	11.86%	6.83%	39.09%	3.24%	16.72%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.42%	1.36%	1.36%	1.44%	1.44%
Expenses net of fee waivers, if any	1.39%	1.35%	1.36%	1.44%	1.43%
Expenses net of all reductions	1.39%	1.34%	1.36%	1.44%	1.43%
Net investment income (loss)	.52%^L	.13%	.41%	.09%	.06%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 235,844	$ 258,183	$ 275,265	$ 150,285	$ 140,707
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

^K Total distributions of $2.26 per share is comprised of distributions from net investment income of $.016 and distributions from net realized gain of $2.248 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.98	$ 19.70	$ 14.70	$ 15.34	$ 13.34
Income from Investment Operations
Net investment income (loss)^C	.05^J	(.02)	.03	(.02)	(.03)^F
Net realized and unrealized gain (loss)	1.98	1.23	5.50	.31	2.20
Total from investment operations	2.03	1.21	5.53	.29	2.17
Distributions from net investment income	-	-	(.06)	-	(.05)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.53)	(.93)	(.17)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 18.78	$ 18.98	$ 19.70	$ 14.70	$ 15.34
Total Return^{A, B}	11.58%	6.58%	38.70%	3.08%	16.36%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.67%	1.61%	1.60%	1.67%	1.70%
Expenses net of fee waivers, if any	1.64%	1.59%	1.60%	1.67%	1.69%
Expenses net of all reductions	1.63%	1.59%	1.59%	1.67%	1.69%
Net investment income (loss)	.27%^J	(.11)%	.18%	(.14)%	(.19)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 91,716	$ 100,975	$ 107,444	$ 57,514	$ 55,845
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.18	$ 19.06	$ 14.27	$ 15.00	$ 13.08
Income from Investment Operations
Net investment income (loss)^C	(.06)^J	(.13)	(.06)	(.09)	(.10)^F
Net realized and unrealized gain (loss)	1.90	1.18	5.34	.29	2.15
Total from investment operations	1.84	1.05	5.28	.20	2.05
Distributions from net investment income	-	-	(.02)	-	(.01)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.49)	(.93)	(.13)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 17.79	$ 18.18	$ 19.06	$ 14.27	$ 15.00
Total Return^{A, B}	10.94%	5.92%	38.07%	2.51%	15.80%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	2.25%	2.18%	2.15%	2.19%	2.20%
Expenses net of fee waivers, if any	2.23%	2.17%	2.15%	2.19%	2.19%
Expenses net of all reductions	2.22%	2.16%	2.14%	2.19%	2.19%
Net investment income (loss)	(.32)%^J	(.69)%	(.37)%	(.66)%	(.69)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,473	$ 4,808	$ 7,052	$ 6,675	$ 8,549
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.19	$ 19.06	$ 14.28	$ 15.01	$ 13.08
Income from Investment Operations
Net investment income (loss)^C	(.04)^J	(.12)	(.06)	(.09)	(.10)^F
Net realized and unrealized gain (loss)	1.90	1.18	5.34	.29	2.17
Total from investment operations	1.86	1.06	5.28	.20	2.07
Distributions from net investment income	-	-	(.03)	-	(.02)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.50)	(.93)	(.14)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 17.82	$ 18.19	$ 19.06	$ 14.28	$ 15.01
Total Return^{A, B}	11.05%	5.97%	38.00%	2.52%	15.91%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	2.19%	2.12%	2.13%	2.19%	2.18%
Expenses net of fee waivers, if any	2.16%	2.11%	2.13%	2.19%	2.18%
Expenses net of all reductions	2.15%	2.10%	2.12%	2.19%	2.18%
Net investment income (loss)	(.25)%^J	(.63)%	(.35)%	(.66)%	(.68)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 64,928	$ 70,541	$ 76,018	$ 47,265	$ 47,457
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.57	$ 20.22	$ 15.05	$ 15.62	$ 13.56
Income from Investment Operations
Net investment income (loss)^B	.15^I	.08	.12	.06	.06^E
Net realized and unrealized gain (loss)	2.05	1.26	5.63	.32	2.23
Total from investment operations	2.20	1.34	5.75	.38	2.29
Distributions from net investment income	(.07)	(.06)	(.11)	(.02)	(.10)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.13)
Total distributions	(2.32)	(1.99)	(.58)	(.95)	(.23)
Redemption fees added to paid in capital^B,G	-	-	-	-	-
Net asset value, end of period	$ 19.45	$ 19.57	$ 20.22	$ 15.05	$ 15.62
Total Return^A	12.18%	7.12%	39.45%	3.67%	17.03%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.15%	1.08%	1.07%	1.13%	1.13%
Expenses net of fee waivers, if any	1.12%	1.06%	1.07%	1.13%	1.13%
Expenses net of all reductions	1.12%	1.06%	1.06%	1.13%	1.13%
Net investment income (loss)	.78%^I	.41%	.71%	.41%	.37%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,036,157	$ 2,060,546	$ 2,672,854	$ 1,756,962	$ 1,899,805
Portfolio turnover rate^D	34%	26%^H	29%	27%	22%

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

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

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

^G Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class I

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.57	$ 20.23	$ 15.05	$ 15.63	$ 13.58
Income from Investment Operations
Net investment income (loss)^B	.15^I	.08	.12	.06	.06^E
Net realized and unrealized gain (loss)	2.05	1.25	5.65	.31	2.23
Total from investment operations	2.20	1.33	5.77	.37	2.29
Distributions from net investment income	(.07)	(.06)	(.12)	(.02)	(.11)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.13)
Total distributions	(2.32)	(1.99)	(.59)	(.95)	(.24)
Redemption fees added to paid in capital^B,G	-	-	-	-	-
Net asset value, end of period	$ 19.45	$ 19.57	$ 20.23	$ 15.05	$ 15.63
Total Return^A	12.17%	7.08%	39.54%	3.59%	17.02%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.15%	1.09%	1.07%	1.14%	1.10%
Expenses net of fee waivers, if any	1.12%	1.07%	1.07%	1.14%	1.10%
Expenses net of all reductions	1.12%	1.07%	1.06%	1.14%	1.10%
Net investment income (loss)	.79%^I	.40%	.70%	.39%	.39%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 376,817	$ 342,500	$ 359,582	$ 138,981	$ 101,565
Portfolio turnover rate^D	34%	26%^H	29%	27%	22%

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

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

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

^G Amount represents less than $.01 per share.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

2. Investments in Fidelity Central Funds.

Annual Report

3. Significant Accounting Policies.

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)

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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.

Annual Report

3. Significant Accounting Policies - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC) 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	$ 614,205,042
Gross unrealized depreciation	(96,595,356)
Net unrealized appreciation (depreciation) on securities	$ 517,609,686

Tax cost	$ 2,364,093,848

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

Undistributed ordinary income	$ 15,098,490
Undistributed long-term capital gain	$ 223,448,456
Net unrealized appreciation (depreciation) on securities and other investments	$ 517,609,686

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 12,432,052	$ 10,662,065
Long-term Capital Gains	319,195,013	362,625,476
Total	$ 331,627,065	$ 373,287,541

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $962,585,438 and $1,295,483,282, 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 .45% 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 Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .91% 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.

During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 615,096	$ 2,763
Class T	.25%	.25%	487,452	894
Class B	.75%	.25%	41,583	31,187
Class C	.75%	.25%	674,689	13,458
			$ 1,818,820	$ 48,302

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

	Retained by FDC
Class A	$ 7,832
Class T	3,175
Class B*	2,039
Class C*	847
	$ 13,893

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. 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
Class A	$ 534,282	.22
Class T	207,942	.21
Class B	12,447	.30
Class C	157,218	.23
Small Cap Value	4,104,906	.20
Class I	719,181	.20
	$ 5,735,976

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	$ 14,895,000	.33%	$ 136

Annual Report

Notes to Financial Statements - continued

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 $4,108 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.

8. Expense Reductions.

Annual Report

8. Expense Reductions - continued

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $11,488 and a portion of class-level operating expenses as follows:

	Amount
Class A	$ 5,981
Class T	2,343
Class B	9
Class C	1,654
Small Cap Value	55,260
Class I	8,138
	$ 73,385

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014 ^A
From net investment income
Class A	$ 207,059	$ 171,608
Small Cap Value	7,655,420	7,284,772
Class F	-	2,011,606
Class I	1,284,414	1,194,079
Total	$ 9,146,893	$ 10,662,065
From net realized gain
Class A	$ 29,002,450	$ 26,941,211
Class T	11,758,984	10,672,388
Class B	573,044	695,128
Class C	8,461,258	7,761,033
Small Cap Value	233,242,234	236,012,007
Class F	-	44,973,770
Class I	39,442,202	35,569,940
Total	$ 322,480,172	$ 362,625,477

^A All Class F Shares were redeemed on November 19, 2013.

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014^A	2015	2014 ^A
Class A
Shares sold	1,619,679	2,364,232	$ 30,035,137	$ 46,165,166
Reinvestment of distributions	1,578,405	1,371,738	28,466,035	25,837,208
Shares redeemed	(4,261,712)	(4,138,116)	(79,564,907)	(80,966,690)
Net increase (decrease)	(1,063,628)	(402,146)	$ (21,063,735)	$ (8,964,316)
Class T
Shares sold	599,331	987,146	$ 10,911,777	$ 19,000,773
Reinvestment of distributions	655,613	566,918	11,618,861	10,525,159
Shares redeemed	(1,691,524)	(1,685,516)	(30,859,052)	(32,399,109)
Net increase (decrease)	(436,580)	(131,452)	$ (8,328,414)	$ (2,873,177)
Class B
Shares sold	5,056	9,527	$ 89,676	$ 174,532
Reinvestment of distributions	31,870	33,965	537,830	607,035
Shares redeemed	(106,178)	(149,029)	(1,834,363)	(2,755,578)
Net increase (decrease)	(69,252)	(105,537)	$ (1,206,857)	$ (1,974,011)
Class C
Shares sold	167,565	268,818	$ 2,897,201	$ 4,960,750
Reinvestment of distributions	447,025	378,946	7,553,140	6,778,684
Shares redeemed	(847,704)	(758,615)	(14,671,382)	(14,057,302)
Net increase (decrease)	(233,114)	(110,851)	$ (4,221,041)	$ (2,317,868)
Small Cap Value
Shares sold	13,163,441	19,542,379	$ 248,872,334	$ 386,966,432
Reinvestment of distributions	12,098,173	11,711,859	221,448,638	222,752,806
Shares redeemed	(25,848,809)	(58,131,122)^B	(487,056,437)	(1,153,341,425)^B
Net increase (decrease)	(587,195)	(26,876,884)	$ (16,735,465)	$ (543,622,187)
Class F
Shares sold	-	879,716	$ -	$ 17,395,091
Reinvestment of distributions	-	2,497,893	-	46,985,376
Shares redeemed	-	(39,476,567)^B	-	(787,183,278)^B
Net increase (decrease)	-	(36,098,958)	$ -	$ (722,802,811)

Annual Report

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014^A	2015	2014 ^A
Class I
Shares sold	4,194,067	4,292,555	$ 79,803,869	$ 84,987,281
Reinvestment of distributions	1,996,970	1,739,424	36,554,847	33,193,654
Shares redeemed	(4,316,971)	(6,306,791)	(81,701,452)	(125,274,359)
Net increase (decrease)	1,874,066	(274,812)	$ 34,657,264	$ (7,093,424)

^AAll Class F Shares were redeemed on November 19, 2013.

^B Amount includes in-kind redemptions.

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Small Cap Value 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 21, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
<R>	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).</R>
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012- present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Value Fund voted to pay to shareholders of record at the opening of business, 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
Class A	09/14/15	09/11/15	$0.077	$1.495
Class T	09/14/15	09/11/15	$0.050	$1.495
Class B	09/14/15	09/11/15	$0.000	$1.495
Class C	09/14/15	09/11/15	$0.000	$1.495

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

Class A, and Class T designate 100% of the dividends distributed during the fiscal year as amounts which can 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Small Cap Value Fund

lov67

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

lov69

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

ASCV-UANN-0915
1.803731.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

Fund - Class I

(formerly Institutional Class)

Annual Report

July 31, 2015

(Fidelity Cover Art)

Class I
is a class of Fidelity®
Small Cap Value Fund

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Class I	12.17%	15.23%	9.51%

$10,000 Over 10 years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Small Cap Value Fund - Class I on July 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Value Index performed over the same period. lov82

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Class A	1.35%
Actual		$ 1,000.00	$ 1,057.50	$ 6.89
Hypothetical^A		$ 1,000.00	$ 1,018.10	$ 6.76
Class T	1.60%
Actual		$ 1,000.00	$ 1,056.20	$ 8.16
Hypothetical^A		$ 1,000.00	$ 1,016.86	$ 8.00
Class B	2.19%
Actual		$ 1,000.00	$ 1,053.30	$ 11.15
Hypothetical^A		$ 1,000.00	$ 1,013.93	$ 10.94
Class C	2.12%
Actual		$ 1,000.00	$ 1,053.20	$ 10.79
Hypothetical^A		$ 1,000.00	$ 1,014.28	$ 10.59
Small Cap Value	1.09%
Actual		$ 1,000.00	$ 1,058.80	$ 5.56
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46
Class I	1.09%
Actual		$ 1,000.00	$ 1,058.80	$ 5.56
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Aarons, Inc. Class A	3.0	2.6
Aspen Insurance Holdings Ltd.	2.7	2.5
Rouse Properties, Inc.	2.7	2.9
Tech Data Corp.	2.7	2.4
Federated Investors, Inc. Class B (non-vtg.)	2.7	2.9
Store Capital Corp.	2.6	0.0
Silgan Holdings, Inc.	2.6	2.3
CVB Financial Corp.	2.5	1.7
Universal Corp.	2.4	1.7
DineEquity, Inc.	2.4	1.4
	26.3
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	41.0	40.5
Industrials	13.2	13.0
Information Technology	12.9	12.8
Consumer Discretionary	9.3	11.6
Health Care	6.8	6.7

Asset Allocation (% of fund's net assets)
As of July 31, 2015 *			As of January 31, 2015 **
	Stocks 99.2%			Stocks 99.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.8%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		11.2%	** Foreign investments		11.9%

lov92

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 1.5%
Standard Motor Products, Inc. (e)	1,183,301		$ 43,273,318
Hotels, Restaurants & Leisure - 2.4%
DineEquity, Inc.	660,000		68,646,600
Specialty Retail - 5.1%
Aarons, Inc. Class A	2,295,100		84,872,798
Genesco, Inc. (a)	616,728		39,896,134
Hibbett Sports, Inc. (a)	249,000		11,341,950
Murphy U.S.A., Inc. (a)	72,506		3,970,429
			140,081,311
Textiles, Apparel & Luxury Goods - 0.3%
Vera Bradley, Inc. (a)	831,000		9,024,660
TOTAL CONSUMER DISCRETIONARY			261,025,889
CONSUMER STAPLES - 4.2%
Food Products - 1.8%
Post Holdings, Inc. (a)	931,300		50,048,062
Tobacco - 2.4%
Universal Corp. (d)(e)	1,208,239		68,930,035
TOTAL CONSUMER STAPLES			118,978,097
ENERGY - 4.3%
Energy Equipment & Services - 1.8%
Hornbeck Offshore Services, Inc. (a)(d)	1,600,000		29,120,000
ShawCor Ltd. Class A	871,000		20,472,180
			49,592,180
Oil, Gas & Consumable Fuels - 2.5%
Northern Oil & Gas, Inc. (a)(d)	1,958,249		9,321,265
World Fuel Services Corp.	1,537,200		62,487,180
			71,808,445
TOTAL ENERGY			121,400,625
FINANCIALS - 41.0%
Banks - 9.7%
Associated Banc-Corp.	2,890,335		56,968,503
CVB Financial Corp.	3,999,988		70,839,787
First Citizen Bancshares, Inc. Class A (a)	180,954		46,385,748
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
First Citizen Bancshares, Inc. Class A	140,370		$ 35,982,446
First Niagara Financial Group, Inc.	6,500,000		63,115,000
			273,291,484
Capital Markets - 6.1%
Federated Investors, Inc. Class B (non-vtg.)	2,199,963		74,160,753
OM Asset Management Ltd.	2,232,001		39,439,458
Waddell & Reed Financial, Inc. Class A	1,264,100		56,770,731
			170,370,942
Insurance - 11.5%
Aspen Insurance Holdings Ltd.	1,599,400		76,915,146
Endurance Specialty Holdings Ltd.	902,400		62,707,776
First American Financial Corp.	1,270,287		51,548,246
ProAssurance Corp.	1,368,200		66,070,378
StanCorp Financial Group, Inc.	581,300		66,279,826
			323,521,372
Real Estate Investment Trusts - 8.2%
National Retail Properties, Inc. (d)	683,400		25,401,978
Rouse Properties, Inc. (d)(e)	4,350,000		76,560,000
Sabra Health Care REIT, Inc.	2,042,700		55,867,845
Store Capital Corp.	3,500,000		73,500,000
			231,329,823
Real Estate Management & Development - 1.7%
Kennedy Wilson Europe Real Estate PLC	2,659,540		47,554,949
Thrifts & Mortgage Finance - 3.8%
Astoria Financial Corp.	3,403,499		51,460,905
Washington Federal, Inc.	2,368,300		55,134,024
			106,594,929
TOTAL FINANCIALS			1,152,663,499
HEALTH CARE - 6.8%
Health Care Equipment & Supplies - 1.6%
Integra LifeSciences Holdings Corp. (a)	709,200		45,480,996
Health Care Providers & Services - 2.7%
AmSurg Corp. (a)	148,800		10,674,912
Civitas Solutions, Inc. (e)	2,940,700		66,136,343
			76,811,255
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Technology - 1.1%
Cegedim SA (a)	670,247		$ 29,436,590
Pharmaceuticals - 1.4%
Theravance, Inc. (d)	2,594,553		39,748,552
TOTAL HEALTH CARE			191,477,393
INDUSTRIALS - 13.2%
Aerospace & Defense - 1.6%
Moog, Inc. Class A (a)	650,000		43,459,000
Commercial Services & Supplies - 2.8%
Essendant, Inc.	1,273,798		46,901,242
Knoll, Inc.	1,269,800		30,729,160
			77,630,402
Electrical Equipment - 3.3%
AZZ, Inc.	770,000		39,847,500
EnerSys	843,700		52,689,065
			92,536,565
Machinery - 3.8%
Columbus McKinnon Corp. (NY Shares)	776,000		18,204,960
Mueller Industries, Inc.	1,600,400		51,804,948
Valmont Industries, Inc. (d)	340,000		37,818,200
			107,828,108
Trading Companies & Distributors - 1.7%
WESCO International, Inc. (a)(d)	777,933		47,733,969
TOTAL INDUSTRIALS			369,188,044
INFORMATION TECHNOLOGY - 12.9%
Electronic Equipment & Components - 6.1%
Ingram Micro, Inc. Class A	2,048,300		55,775,209
SYNNEX Corp.	527,200		39,872,136
Tech Data Corp. (a)	1,286,373		75,034,137
			170,681,482
Internet Software & Services - 2.8%
Cimpress NV (a)	600,000		38,718,000
j2 Global, Inc.	574,300		40,430,720
			79,148,720
IT Services - 1.7%
CACI International, Inc. Class A (a)	578,334		47,498,571
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 2.3%
SS&C Technologies Holdings, Inc.	963,900		$ 65,574,117
TOTAL INFORMATION TECHNOLOGY			362,902,890
MATERIALS - 2.9%
Containers & Packaging - 2.6%
Silgan Holdings, Inc.	1,350,000		72,184,500
Metals & Mining - 0.3%
Haynes International, Inc.	186,142		7,924,065
TOTAL MATERIALS			80,108,565
UTILITIES - 4.6%
Electric Utilities - 3.8%
El Paso Electric Co.	1,524,121		55,523,728
IDACORP, Inc.	822,000		51,054,420
			106,578,148
Gas Utilities - 0.8%
Southwest Gas Corp.	372,656		20,995,439
TOTAL UTILITIES			127,573,587
TOTAL COMMON STOCKS (Cost $2,263,907,733)		2,785,318,589
Money Market Funds - 3.4%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	17,732,670		$ 17,732,670
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	78,652,275		78,652,275
TOTAL MONEY MARKET FUNDS (Cost $96,384,945)		96,384,945
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $2,360,292,678)		2,881,703,534
NET OTHER ASSETS (LIABILITIES) - (2.6)%		(72,769,368)
NET ASSETS - 100%		$ 2,808,934,166

Legend

(a) Non-income producing

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

(e) Affiliated company

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	$ 32,820
Fidelity Securities Lending Cash Central Fund	2,526,958
Total	$ 2,559,778

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 50,386,144	$ -	$ 54,199,221	$ -	$ -
Civitas Solutions, Inc.	-	49,470,245	-	-	66,136,343
Rouse Properties, Inc.	61,020,000	12,779,885	-	1,241,110	76,560,000
Standard Motor Products, Inc.	5,166,001	37,876,193	-	350,548	43,273,318
Universal Corp.	34,273,800	23,621,771	-	2,242,369	68,930,035
Total	$ 150,845,945	$ 123,748,094	$ 54,199,221	$ 3,834,027	$ 254,899,696

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	88.8%
Bermuda	4.9%
Bailiwick of Jersey	1.7%
United Kingdom	1.4%
Netherlands	1.4%
France	1.1%
Others (Individually Less Than 1%)	0.7%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $78,959,780) - See accompanying schedule: Unaffiliated issuers (cost $2,038,966,810)	$ 2,530,418,893
Fidelity Central Funds (cost $96,384,945)	96,384,945
Other affiliated issuers (cost $224,940,923)	254,899,696
Total Investments (cost $2,360,292,678)		$ 2,881,703,534
Cash		734,073
Receivable for investments sold		15,532,470
Receivable for fund shares sold		1,661,236
Dividends receivable		1,471,580
Distributions receivable from Fidelity Central Funds		173,728
Other receivables		47,404
Total assets		2,901,324,025

Liabilities
Payable for investments purchased	$ 8,089,386
Payable for fund shares redeemed	2,726,578
Accrued management fee	2,167,127
Distribution and service plan fees payable	144,360
Other affiliated payables	547,440
Other payables and accrued expenses	62,693
Collateral on securities loaned, at value	78,652,275
Total liabilities		92,389,859

Net Assets		$ 2,808,934,166
Net Assets consist of:
Paid in capital		$ 2,052,777,532
Undistributed net investment income		15,098,491
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		219,647,286
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		521,410,857
Net Assets		$ 2,808,934,166

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

Annual Report

Statement of Assets and Liabilities - continued

		July 31, 2015
Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($235,843,693 ÷ 12,321,881 shares)		$ 19.14

Maximum offering price per share (100/94.25 of $19.14)		$ 20.31
Class T:
Net Asset Value and redemption price per share ($91,716,035 ÷ 4,884,772 shares)		$ 18.78

Maximum offering price per share (100/96.50 of $18.78)		$ 19.46
Class B:
Net Asset Value and offering price per share ($3,472,809 ÷ 195,257 shares)		$ 17.79

Class C:
Net Asset Value and offering price per share ($64,928,190 ÷ 3,644,329 shares)		$ 17.82

Small Cap Value:
Net Asset Value, offering price and redemption price per share ($2,036,156,515 ÷ 104,710,600 shares)		$ 19.45

Class I:
Net Asset Value, offering price and redemption price per share ($376,816,924 ÷ 19,373,883 shares)		$ 19.45

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

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends (including $3,834,027 earned from other affiliated issuers)		$ 43,839,929
Special dividends		7,304,990
Interest		13
Income from Fidelity Central Funds		2,559,778
Total income		53,704,710

Expenses
Management fee
Basic fee	$ 19,717,517
Performance adjustment	5,968,836
Transfer agent fees	5,735,976
Distribution and service plan fees	1,818,820
Accounting and security lending fees	861,187
Custodian fees and expenses	49,188
Independent trustees' compensation	11,943
Registration fees	112,249
Audit	66,269
Legal	6,901
Interest	136
Miscellaneous	18,831
Total expenses before reductions	34,367,853
Expense reductions	(889,045)	33,478,808
Net investment income (loss)		20,225,902
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	288,163,783
Other affiliated issuers	(2,940,192)
Foreign currency transactions	293,006
Total net realized gain (loss)		285,516,597
Change in net unrealized appreciation (depreciation) on: Investment securities	14,012,996
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		14,012,997
Net gain (loss)		299,529,594
Net increase (decrease) in net assets resulting from operations		$ 319,755,496

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 20,225,902	$ 11,952,766
Net realized gain (loss)	285,516,597	925,842,288
Change in net unrealized appreciation (depreciation)	14,012,997	(668,249,080)
Net increase (decrease) in net assets resulting from operations	319,755,496	269,545,974
Distributions to shareholders from net investment income	(9,146,893)	(10,662,065)
Distributions to shareholders from net realized gain	(322,480,172)	(362,625,477)
Total distributions	(331,627,065)	(373,287,542)
Share transactions - net increase (decrease)	(16,898,248)	(1,289,647,794)
Redemption fees	149,785	536,076
Total increase (decrease) in net assets	(28,620,032)	(1,392,853,286)

Net Assets
Beginning of period	2,837,554,198	4,230,407,484
End of period (including undistributed net investment income of $15,098,491 and undistributed net investment income of $5,856,882, respectively)	$ 2,808,934,166	$ 2,837,554,198

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.29	$ 19.96	$ 14.86	$ 15.48	$ 13.45
Income from Investment Operations
Net investment income (loss)^C	.10^L	.03	.07	.01	.01^F
Net realized and unrealized gain (loss)	2.01	1.24	5.57	.30	2.22
Total from investment operations	2.11	1.27	5.64	.31	2.23
Distributions from net investment income	(.02)	(.01)	(.07)	(.01)	(.08)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.26)^K	(1.94)	(.54)	(.93)^J	(.20)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 19.14	$ 19.29	$ 19.96	$ 14.86	$ 15.48
Total Return^{A, B}	11.86%	6.83%	39.09%	3.24%	16.72%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.42%	1.36%	1.36%	1.44%	1.44%
Expenses net of fee waivers, if any	1.39%	1.35%	1.36%	1.44%	1.43%
Expenses net of all reductions	1.39%	1.34%	1.36%	1.44%	1.43%
Net investment income (loss)	.52%^L	.13%	.41%	.09%	.06%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 235,844	$ 258,183	$ 275,265	$ 150,285	$ 140,707
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

^J Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

^K Total distributions of $2.26 per share is comprised of distributions from net investment income of $.016 and distributions from net realized gain of $2.248 per share.

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

Annual Report

Financial Highlights - Class T

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.98	$ 19.70	$ 14.70	$ 15.34	$ 13.34
Income from Investment Operations
Net investment income (loss)^C	.05^J	(.02)	.03	(.02)	(.03)^F
Net realized and unrealized gain (loss)	1.98	1.23	5.50	.31	2.20
Total from investment operations	2.03	1.21	5.53	.29	2.17
Distributions from net investment income	-	-	(.06)	-	(.05)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.53)	(.93)	(.17)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 18.78	$ 18.98	$ 19.70	$ 14.70	$ 15.34
Total Return^{A, B}	11.58%	6.58%	38.70%	3.08%	16.36%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	1.67%	1.61%	1.60%	1.67%	1.70%
Expenses net of fee waivers, if any	1.64%	1.59%	1.60%	1.67%	1.69%
Expenses net of all reductions	1.63%	1.59%	1.59%	1.67%	1.69%
Net investment income (loss)	.27%^J	(.11)%	.18%	(.14)%	(.19)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 91,716	$ 100,975	$ 107,444	$ 57,514	$ 55,845
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.18	$ 19.06	$ 14.27	$ 15.00	$ 13.08
Income from Investment Operations
Net investment income (loss)^C	(.06)^J	(.13)	(.06)	(.09)	(.10)^F
Net realized and unrealized gain (loss)	1.90	1.18	5.34	.29	2.15
Total from investment operations	1.84	1.05	5.28	.20	2.05
Distributions from net investment income	-	-	(.02)	-	(.01)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.49)	(.93)	(.13)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 17.79	$ 18.18	$ 19.06	$ 14.27	$ 15.00
Total Return^{A, B}	10.94%	5.92%	38.07%	2.51%	15.80%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	2.25%	2.18%	2.15%	2.19%	2.20%
Expenses net of fee waivers, if any	2.23%	2.17%	2.15%	2.19%	2.19%
Expenses net of all reductions	2.22%	2.16%	2.14%	2.19%	2.19%
Net investment income (loss)	(.32)%^J	(.69)%	(.37)%	(.66)%	(.69)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,473	$ 4,808	$ 7,052	$ 6,675	$ 8,549
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 18.19	$ 19.06	$ 14.28	$ 15.01	$ 13.08
Income from Investment Operations
Net investment income (loss)^C	(.04)^J	(.12)	(.06)	(.09)	(.10)^F
Net realized and unrealized gain (loss)	1.90	1.18	5.34	.29	2.17
Total from investment operations	1.86	1.06	5.28	.20	2.07
Distributions from net investment income	-	-	(.03)	-	(.02)
Distributions from net realized gain	(2.23)	(1.93)	(.47)	(.93)	(.12)
Total distributions	(2.23)	(1.93)	(.50)	(.93)	(.14)
Redemption fees added to paid in capital^C,H	-	-	-	-	-
Net asset value, end of period	$ 17.82	$ 18.19	$ 19.06	$ 14.28	$ 15.01
Total Return^{A, B}	11.05%	5.97%	38.00%	2.52%	15.91%
Ratios to Average Net Assets ^{D, G}
Expenses before reductions	2.19%	2.12%	2.13%	2.19%	2.18%
Expenses net of fee waivers, if any	2.16%	2.11%	2.13%	2.19%	2.18%
Expenses net of all reductions	2.15%	2.10%	2.12%	2.19%	2.18%
Net investment income (loss)	(.25)%^J	(.63)%	(.35)%	(.66)%	(.68)%^F
Supplemental Data
Net assets, end of period (000 omitted)	$ 64,928	$ 70,541	$ 76,018	$ 47,265	$ 47,457
Portfolio turnover rate^E	34%	26%^I	29%	27%	22%

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

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

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

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

^H Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Small Cap Value

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.57	$ 20.22	$ 15.05	$ 15.62	$ 13.56
Income from Investment Operations
Net investment income (loss)^B	.15^I	.08	.12	.06	.06^E
Net realized and unrealized gain (loss)	2.05	1.26	5.63	.32	2.23
Total from investment operations	2.20	1.34	5.75	.38	2.29
Distributions from net investment income	(.07)	(.06)	(.11)	(.02)	(.10)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.13)
Total distributions	(2.32)	(1.99)	(.58)	(.95)	(.23)
Redemption fees added to paid in capital^B,G	-	-	-	-	-
Net asset value, end of period	$ 19.45	$ 19.57	$ 20.22	$ 15.05	$ 15.62
Total Return^A	12.18%	7.12%	39.45%	3.67%	17.03%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.15%	1.08%	1.07%	1.13%	1.13%
Expenses net of fee waivers, if any	1.12%	1.06%	1.07%	1.13%	1.13%
Expenses net of all reductions	1.12%	1.06%	1.06%	1.13%	1.13%
Net investment income (loss)	.78%^I	.41%	.71%	.41%	.37%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,036,157	$ 2,060,546	$ 2,672,854	$ 1,756,962	$ 1,899,805
Portfolio turnover rate^D	34%	26%^H	29%	27%	22%

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

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

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

^G Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class I

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 19.57	$ 20.23	$ 15.05	$ 15.63	$ 13.58
Income from Investment Operations
Net investment income (loss)^B	.15^I	.08	.12	.06	.06^E
Net realized and unrealized gain (loss)	2.05	1.25	5.65	.31	2.23
Total from investment operations	2.20	1.33	5.77	.37	2.29
Distributions from net investment income	(.07)	(.06)	(.12)	(.02)	(.11)
Distributions from net realized gain	(2.25)	(1.93)	(.47)	(.93)	(.13)
Total distributions	(2.32)	(1.99)	(.59)	(.95)	(.24)
Redemption fees added to paid in capital^B,G	-	-	-	-	-
Net asset value, end of period	$ 19.45	$ 19.57	$ 20.23	$ 15.05	$ 15.63
Total Return^A	12.17%	7.08%	39.54%	3.59%	17.02%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.15%	1.09%	1.07%	1.14%	1.10%
Expenses net of fee waivers, if any	1.12%	1.07%	1.07%	1.14%	1.10%
Expenses net of all reductions	1.12%	1.07%	1.06%	1.14%	1.10%
Net investment income (loss)	.79%^I	.40%	.70%	.39%	.39%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 376,817	$ 342,500	$ 359,582	$ 138,981	$ 101,565
Portfolio turnover rate^D	34%	26%^H	29%	27%	22%

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

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

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

^G Amount represents less than $.01 per share.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

2. Investments in Fidelity Central Funds.

Annual Report

3. Significant Accounting Policies.

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)

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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.

Annual Report

3. Significant Accounting Policies - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC) 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	$ 614,205,042
Gross unrealized depreciation	(96,595,356)
Net unrealized appreciation (depreciation) on securities	$ 517,609,686

Tax cost	$ 2,364,093,848

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

Undistributed ordinary income	$ 15,098,490
Undistributed long-term capital gain	$ 223,448,456
Net unrealized appreciation (depreciation) on securities and other investments	$ 517,609,686

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 12,432,052	$ 10,662,065
Long-term Capital Gains	319,195,013	362,625,476
Total	$ 331,627,065	$ 373,287,541

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $962,585,438 and $1,295,483,282, 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 .45% 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 Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .91% 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.

During the period, the investment adviser waived a portion of its management fee as described in the Expense Reductions note.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 615,096	$ 2,763
Class T	.25%	.25%	487,452	894
Class B	.75%	.25%	41,583	31,187
Class C	.75%	.25%	674,689	13,458
			$ 1,818,820	$ 48,302

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

	Retained by FDC
Class A	$ 7,832
Class T	3,175
Class B*	2,039
Class C*	847
	$ 13,893

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. 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
Class A	$ 534,282	.22
Class T	207,942	.21
Class B	12,447	.30
Class C	157,218	.23
Small Cap Value	4,104,906	.20
Class I	719,181	.20
	$ 5,735,976

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	$ 14,895,000	.33%	$ 136

Annual Report

Notes to Financial Statements - continued

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 $4,108 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.

8. Expense Reductions.

Annual Report

8. Expense Reductions - continued

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $11,488 and a portion of class-level operating expenses as follows:

	Amount
Class A	$ 5,981
Class T	2,343
Class B	9
Class C	1,654
Small Cap Value	55,260
Class I	8,138
	$ 73,385

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014 ^A
From net investment income
Class A	$ 207,059	$ 171,608
Small Cap Value	7,655,420	7,284,772
Class F	-	2,011,606
Class I	1,284,414	1,194,079
Total	$ 9,146,893	$ 10,662,065
From net realized gain
Class A	$ 29,002,450	$ 26,941,211
Class T	11,758,984	10,672,388
Class B	573,044	695,128
Class C	8,461,258	7,761,033
Small Cap Value	233,242,234	236,012,007
Class F	-	44,973,770
Class I	39,442,202	35,569,940
Total	$ 322,480,172	$ 362,625,477

^A All Class F Shares were redeemed on November 19, 2013.

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014^A	2015	2014 ^A
Class A
Shares sold	1,619,679	2,364,232	$ 30,035,137	$ 46,165,166
Reinvestment of distributions	1,578,405	1,371,738	28,466,035	25,837,208
Shares redeemed	(4,261,712)	(4,138,116)	(79,564,907)	(80,966,690)
Net increase (decrease)	(1,063,628)	(402,146)	$ (21,063,735)	$ (8,964,316)
Class T
Shares sold	599,331	987,146	$ 10,911,777	$ 19,000,773
Reinvestment of distributions	655,613	566,918	11,618,861	10,525,159
Shares redeemed	(1,691,524)	(1,685,516)	(30,859,052)	(32,399,109)
Net increase (decrease)	(436,580)	(131,452)	$ (8,328,414)	$ (2,873,177)
Class B
Shares sold	5,056	9,527	$ 89,676	$ 174,532
Reinvestment of distributions	31,870	33,965	537,830	607,035
Shares redeemed	(106,178)	(149,029)	(1,834,363)	(2,755,578)
Net increase (decrease)	(69,252)	(105,537)	$ (1,206,857)	$ (1,974,011)
Class C
Shares sold	167,565	268,818	$ 2,897,201	$ 4,960,750
Reinvestment of distributions	447,025	378,946	7,553,140	6,778,684
Shares redeemed	(847,704)	(758,615)	(14,671,382)	(14,057,302)
Net increase (decrease)	(233,114)	(110,851)	$ (4,221,041)	$ (2,317,868)
Small Cap Value
Shares sold	13,163,441	19,542,379	$ 248,872,334	$ 386,966,432
Reinvestment of distributions	12,098,173	11,711,859	221,448,638	222,752,806
Shares redeemed	(25,848,809)	(58,131,122)^B	(487,056,437)	(1,153,341,425)^B
Net increase (decrease)	(587,195)	(26,876,884)	$ (16,735,465)	$ (543,622,187)
Class F
Shares sold	-	879,716	$ -	$ 17,395,091
Reinvestment of distributions	-	2,497,893	-	46,985,376
Shares redeemed	-	(39,476,567)^B	-	(787,183,278)^B
Net increase (decrease)	-	(36,098,958)	$ -	$ (722,802,811)

Annual Report

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014^A	2015	2014 ^A
Class I
Shares sold	4,194,067	4,292,555	$ 79,803,869	$ 84,987,281
Reinvestment of distributions	1,996,970	1,739,424	36,554,847	33,193,654
Shares redeemed	(4,316,971)	(6,306,791)	(81,701,452)	(125,274,359)
Net increase (decrease)	1,874,066	(274,812)	$ 34,657,264	$ (7,093,424)

^AAll Class F Shares were redeemed on November 19, 2013.

^B Amount includes in-kind redemptions.

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Small Cap Value 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 Small Cap Value Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Small Cap Value 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 21, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
<R>	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).</R>
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012- present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Class I	09/14/15	09/11/15	$0.110	$1.495

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

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which can 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Small Cap Value Fund

lov94

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Value Fund

lov96

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

ASCVI-UANN-0915
1.803743.110

Fidelity®

Leveraged Company Stock

Fund

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Fidelity® Leveraged Company Stock Fund	3.12%	15.60%	8.33%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Leveraged Company Stock Fund, a class of the fund, on July 31, 2005. 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.

dev24

Annual Report

Management's Discussion of Fund Performance

Comments from Portfolio Manager Tom Soviero: For the year, the fund's share classes posted a modest return. (For specific class-level results, please see the Performance section of this report.) Leveraged stocks underperformed the S&P 500® Index as investors moved away from riskier asset classes. Accordingly, the fund significantly lagged the benchmark S&P 500® but handily bested the -1.83% return of the Credit Suisse Leveraged Equity Index. Security selection within energy, an overweighting in the weak-performing materials group and positioning in consumer staples were among the biggest detractors versus the S&P. The most notable individual disappointment was LyondellBasell Industries, a Netherlands-based multinational plastics, chemicals and refining company, a sizable overweighting and the fund's largest holding. The stock got hit hard when oil prices crashed this past year. In energy, an out-of-index stake in Continental Resources and an overweighting in Hess, two exploration & production companies, hurt. By contrast, a significant overweighting in the top-performing consumer discretionary sector helped relative performance, but was largely offset by disappointing security selection. Bright spots here, however, included an out-of-index stake in funeral-services provider Service Corporation International, which climbed amid better-than-expected financial results.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees 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 (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Leveraged Company Stock	.78%
Actual		$ 1,000.00	$ 1,072.50	$ 4.01
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91
Class K	.67%
Actual		$ 1,000.00	$ 1,073.30	$ 3.44
Hypothetical^A		$ 1,000.00	$ 1,021.47	$ 3.36

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	9.0	7.5
Service Corp. International	6.2	4.7
Boston Scientific Corp.	3.4	2.9
WestRock Co.	3.1	3.2
Bank of America Corp.	2.9	2.4
Ford Motor Co.	2.4	2.4
Delta Air Lines, Inc.	2.4	3.2
Comcast Corp. Class A	2.3	3.8
General Motors Co.	2.2	2.2
HCA Holdings, Inc.	2.1	1.6
	36.0
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	26.0	24.8
Health Care	14.6	12.2
Materials	14.3	13.2
Financials	12.1	12.0
Industrials	10.2	12.4

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 96.9%			Stocks 96.2%
	Bonds 0.3%			Bonds 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 2.8%			Short-Term Investments and Net Other Assets (Liabilities) 3.4%
* Foreign investments		16.2%	** Foreign investments		14.5%

dev38

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 96.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 26.0%
Auto Components - 1.7%
Delphi Automotive PLC	490,700		$ 38,314
Tenneco, Inc. (a)	825,300		41,108
			79,422
Automobiles - 5.0%
Ford Motor Co.	7,806,833		115,775
General Motors Co.	3,272,337		103,111
General Motors Co.:
warrants 7/10/16 (a)	482,521		10,615
warrants 7/10/19 (a)	482,521		7,098
			236,599
Diversified Consumer Services - 6.2%
Service Corp. International	9,646,027		294,300
Hotels, Restaurants & Leisure - 0.8%
ARAMARK Holdings Corp.	987,744		31,430
Penn National Gaming, Inc. (a)	360,340		6,875
Station Holdco LLC unit (a)(f)(g)	146,846		93
			38,398
Household Durables - 2.8%
Hovnanian Enterprises, Inc. Class A (a)(d)	1,419,000		2,866
Lennar Corp. Class A	677,100		35,913
Newell Rubbermaid, Inc.	2,129,847		92,180
			130,959
Media - 6.9%
AMC Networks, Inc. Class A (a)	446,400		37,596
Cinemark Holdings, Inc.	2,343,045		92,457
Comcast Corp. Class A	1,723,034		107,535
Gray Television, Inc. (a)(e)	3,766,164		63,611
Nexstar Broadcasting Group, Inc. Class A	455,698		26,139
			327,338
Specialty Retail - 2.6%
Asbury Automotive Group, Inc. (a)	385,122		34,006
GameStop Corp. Class A (d)	1,473,907		67,579
Sally Beauty Holdings, Inc. (a)	808,000		24,070
			125,655
TOTAL CONSUMER DISCRETIONARY			1,232,671
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 1.7%
Food Products - 1.3%
ConAgra Foods, Inc.	541,700		$ 23,867
Darling International, Inc. (a)	2,698,383		34,674
			58,541
Personal Products - 0.4%
Revlon, Inc. (a)	553,261		19,901
TOTAL CONSUMER STAPLES			78,442
ENERGY - 6.4%
Energy Equipment & Services - 1.7%
Ensco PLC Class A	110,000		1,824
Halliburton Co.	1,126,593		47,080
Noble Corp. (d)	987,610		11,802
Oil States International, Inc. (a)	270,466		8,144
Schlumberger Ltd.	109,400		9,061
Transocean Ltd. (United States) (d)	381,900		5,064
			82,975
Oil, Gas & Consumable Fuels - 4.7%
Continental Resources, Inc. (a)	807,474		26,978
Hess Corp.	861,810		50,855
QEP Resources, Inc.	901,000		12,506
Range Resources Corp.	247,200		9,725
Valero Energy Corp.	1,103,866		72,414
Western Refining, Inc.	451,814		19,952
Whiting Petroleum Corp. (a)	1,439,895		29,503
			221,933
TOTAL ENERGY			304,908
FINANCIALS - 11.8%
Banks - 8.8%
Bank of America Corp.	7,570,599		135,362
Barclays PLC sponsored ADR (d)	2,441,721		43,902
CIT Group, Inc.	229,310		10,787
Citigroup, Inc.	1,221,847		71,429
Huntington Bancshares, Inc.	4,966,980		57,965
Regions Financial Corp.	5,015,480		52,111
SunTrust Banks, Inc.	1,019,600		45,209
			416,765
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - 0.0%
Motors Liquidation Co. GUC Trust (a)	123,112		$ 2,093
Consumer Finance - 0.9%
American Express Co.	567,448		43,160
Insurance - 0.5%
Lincoln National Corp.	435,700		24,539
Real Estate Investment Trusts - 1.0%
Gaming & Leisure Properties	430,875		14,111
Host Hotels & Resorts, Inc.	1,016,122		19,692
Sabra Health Care REIT, Inc.	547,507		14,974
			48,777
Real Estate Management & Development - 0.5%
Realogy Holdings Corp. (a)	463,840		21,114
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. (a)	441,300		4,885
TOTAL FINANCIALS			561,333
HEALTH CARE - 14.6%
Health Care Equipment & Supplies - 3.4%
Boston Scientific Corp. (a)	9,434,356		163,592
Health Care Providers & Services - 7.5%
Community Health Systems, Inc. (a)	1,267,827		74,181
DaVita HealthCare Partners, Inc. (a)	532,952		42,119
HCA Holdings, Inc. (a)	1,098,579		102,179
Tenet Healthcare Corp. (a)	1,452,844		81,795
Universal Health Services, Inc. Class B	385,505		55,987
			356,261
Life Sciences Tools & Services - 0.6%
PRA Health Sciences, Inc.	651,400		27,352
Pharmaceuticals - 3.1%
Johnson & Johnson	153,000		15,332
Merck & Co., Inc.	1,453,600		85,704
Sanofi SA sponsored ADR	819,934		44,268
			145,304
TOTAL HEALTH CARE			692,509
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	426,776		$ 44,833
Huntington Ingalls Industries, Inc.	258,160		30,311
Textron, Inc.	602,700		26,338
			101,482
Airlines - 3.6%
American Airlines Group, Inc.	860,580		34,509
Delta Air Lines, Inc.	2,606,801		115,586
Southwest Airlines Co.	571,283		20,680
			170,775
Building Products - 0.7%
Allegion PLC	246,500		15,584
Armstrong World Industries, Inc. (a)	273,500		16,000
			31,584
Commercial Services & Supplies - 0.9%
Civeo Corp.	540,932		1,158
Deluxe Corp.	431,413		27,796
Tyco International Ltd.	328,233		12,470
			41,424
Electrical Equipment - 0.5%
Emerson Electric Co.	163,500		8,461
Generac Holdings, Inc. (a)(d)	490,557		17,204
			25,665
Industrial Conglomerates - 0.6%
General Electric Co.	1,103,883		28,811
Machinery - 1.1%
Ingersoll-Rand PLC	739,500		45,405
Pentair PLC	78,757		4,789
			50,194
Marine - 0.3%
Genco Shipping & Trading Ltd. (a)	565,366		4,110
Genco Shipping & Trading Ltd. (a)	8,314		60
Navios Maritime Holdings, Inc. (d)	2,162,794		8,002
			12,172
Road & Rail - 0.2%
Hertz Global Holdings, Inc. (a)	707,700		12,024
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.2%
United Rentals, Inc. (a)	147,000		$ 9,848
TOTAL INDUSTRIALS			483,979
INFORMATION TECHNOLOGY - 9.1%
Communications Equipment - 1.3%
Cisco Systems, Inc.	2,181,349		61,994
Electronic Equipment & Components - 1.5%
Avnet, Inc.	594,313		24,801
Belden, Inc.	510,764		30,253
Corning, Inc.	726,800		13,577
TTM Technologies, Inc. (a)	381,564		3,484
			72,115
Internet Software & Services - 0.3%
VeriSign, Inc. (a)(d)	194,300		13,784
IT Services - 0.2%
Global Cash Access Holdings, Inc. (a)	1,851,000		9,348
Semiconductors & Semiconductor Equipment - 3.4%
Freescale Semiconductor, Inc. (a)	1,033,800		41,218
Intersil Corp. Class A	1,460,387		16,254
Micron Technology, Inc. (a)	2,079,945		38,500
NXP Semiconductors NV (a)	459,064		44,525
ON Semiconductor Corp. (a)	2,134,568		22,669
			163,166
Software - 1.7%
Citrix Systems, Inc. (a)	230,899		17,458
Microsoft Corp.	1,384,568		64,659
			82,117
Technology Hardware, Storage & Peripherals - 0.7%
NCR Corp. (a)	1,117,931		30,788
TOTAL INFORMATION TECHNOLOGY			433,312
MATERIALS - 14.3%
Chemicals - 9.8%
H.B. Fuller Co.	461,829		18,501
LyondellBasell Industries NV Class A	4,554,155		427,315
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
OMNOVA Solutions, Inc. (a)(e)	3,114,962		$ 20,154
Phosphate Holdings, Inc. (a)	307,500		20
			465,990
Containers & Packaging - 3.7%
Sealed Air Corp.	483,434		25,704
WestRock Co.	2,336,728		147,354
			173,058
Metals & Mining - 0.0%
Ormet Corp. (a)(e)	1,405,000		5
TimkenSteel Corp.	114,367		2,131
			2,136
Paper & Forest Products - 0.8%
Louisiana-Pacific Corp. (a)	1,563,090		23,040
Neenah Paper, Inc.	266,200		16,126
			39,166
TOTAL MATERIALS			680,350
TELECOMMUNICATION SERVICES - 1.3%
Diversified Telecommunication Services - 1.3%
Frontier Communications Corp. (d)	5,528,256		26,093
Intelsat SA (a)(d)	1,144,700		10,886
Level 3 Communications, Inc. (a)	514,400		25,977
			62,956
UTILITIES - 1.2%
Electric Utilities - 0.3%
FirstEnergy Corp.	421,304		14,307
Independent Power and Renewable Electricity Producers - 0.9%
Calpine Corp. (a)	2,167,700		39,669
TOTAL UTILITIES			53,976
TOTAL COMMON STOCKS (Cost $2,685,815)		4,584,436
Nonconvertible Preferred Stocks - 0.3%
	Shares		Value (000s)
FINANCIALS - 0.3%
Capital Markets - 0.3%
GMAC Capital Trust I Series 2, 8.125% (Cost $10,975)	439,013		$ 11,515

Nonconvertible Bonds - 0.3%
	Principal Amount (000s)
ENERGY - 0.3%
Energy Equipment & Services - 0.3%
Offshore Group Investment Ltd. 7.5% 11/1/19	$ 13,360		7,148
SAExploration Holdings, Inc. 10% 7/15/19	14,345		8,912
			16,060
TOTAL NONCONVERTIBLE BONDS (Cost $26,546)		16,060

Money Market Funds - 6.3%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	136,369,538		136,370
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	164,240,156		164,240
TOTAL MONEY MARKET FUNDS (Cost $300,610)		300,610
TOTAL INVESTMENT PORTFOLIO - 103.5% (Cost $3,023,946)			4,912,621
NET OTHER ASSETS (LIABILITIES) - (3.5)%			(166,336)
NET ASSETS - 100%		$ 4,746,285

Legend

(a) Non-income producing

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

(e) Affiliated company

(f) 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.

(g) 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 $93,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Station Holdco LLC unit	10/28/08 - 12/1/08	$ 5,990

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	$ 151
Fidelity Securities Lending Cash Central Fund	2,875
Total	$ 3,026

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Gray Television, Inc.	$ 45,872	$ -	$ -	$ -	$ 63,611
OMNOVA Solutions, Inc.	25,138	-	-	-	20,154
Ormet Corp.	8	-	-	-	5
Total	$ 71,018	$ -	$ -	$ -	$ 83,770

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,232,671	$ 1,232,578	$ -	$ 93
Consumer Staples	78,442	78,442	-	-
Energy	304,908	304,908	-	-
Financials	572,848	572,848	-	-
Health Care	692,509	692,509	-	-
Industrials	483,979	483,979	-	-
Information Technology	433,312	433,312	-	-
Materials	680,350	680,345	-	5
Telecommunication Services	62,956	62,956	-	-
Utilities	53,976	53,976	-	-
Corporate Bonds	16,060	-	16,060	-
Money Market Funds	300,610	300,610	-	-
Total Investments in Securities:	$ 4,912,621	$ 4,896,463	$ 16,060	$ 98

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

United States of America	83.8%
Netherlands	9.9%
Ireland	1.7%
United Kingdom	1.1%
France	1.0%
Others (Individually Less Than 1%)	2.5%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $159,067) - See accompanying schedule: Unaffiliated issuers (cost $2,649,138)	$ 4,528,241
Fidelity Central Funds (cost $300,610)	300,610
Other affiliated issuers (cost $74,198)	83,770
Total Investments (cost $3,023,946)		$ 4,912,621
Receivable for fund shares sold		1,213
Dividends receivable		2,817
Interest receivable		314
Distributions receivable from Fidelity Central Funds		249
Other receivables		45
Total assets		4,917,259

Liabilities
Payable for fund shares redeemed	$ 3,637
Accrued management fee	2,394
Other affiliated payables	642
Other payables and accrued expenses	61
Collateral on securities loaned, at value	164,240
Total liabilities		170,974

Net Assets		$ 4,746,285
Net Assets consist of:
Paid in capital		$ 2,672,305
Undistributed net investment income		24,974
Accumulated undistributed net realized gain (loss) on investments		160,331
Net unrealized appreciation (depreciation) on investments		1,888,675
Net Assets		$ 4,746,285

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)		July 31, 2015

Leveraged Company Stock:
Net Asset Value, offering price and redemption price per share ($3,755,492 ÷ 80,066.9 shares)		$ 46.90

Class K:
Net Asset Value, offering price and redemption price per share ($990,793 ÷ 21,082.6 shares)		$ 47.00

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2015

Investment Income
Dividends		$ 79,289
Interest		2,240
Income from Fidelity Central Funds		3,026
Total income		84,555

Expenses
Management fee	$ 30,550
Transfer agent fees	6,911
Accounting and security lending fees	1,139
Custodian fees and expenses	50
Independent trustees' compensation	22
Registration fees	84
Audit	66
Legal	23
Miscellaneous	35
Total expenses before reductions	38,880
Expense reductions	(169)	38,711
Net investment income (loss)		45,844
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		235,817
Change in net unrealized appreciation (depreciation) on investment securities		(131,060)
Net gain (loss)		104,757
Net increase (decrease) in net assets resulting from operations		$ 150,601

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 45,844	$ 44,390
Net realized gain (loss)	235,817	184,977
Change in net unrealized appreciation (depreciation)	(131,060)	610,173
Net increase (decrease) in net assets resulting from operations	150,601	839,540
Distributions to shareholders from net investment income	(41,090)	(37,155)
Share transactions - net increase (decrease)	(743,092)	(702,631)
Redemption fees	302	366
Total increase (decrease) in net assets	(633,279)	100,120

Net Assets
Beginning of period	5,379,564	5,279,444
End of period (including undistributed net investment income of $24,974 and undistributed net investment income of $22,869, respectively)	$ 4,746,285	$ 5,379,564

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

Annual Report

Financial Highlights - Leveraged Company Stock

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 45.82	$ 39.44	$ 28.22	$ 28.85	$ 23.50
Income from Investment Operations
Net investment income (loss)^B	.41	.34	.42^F	.16	-^H
Net realized and unrealized gain (loss)	1.01	6.31	10.92	(.50)	5.46
Total from investment operations	1.42	6.65	11.34	(.34)	5.46
Distributions from net investment income	(.34)	(.27)	(.12)	(.29)	(.11)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 46.90	$ 45.82	$ 39.44	$ 28.22	$ 28.85
Total Return^A	3.12%	16.96%	40.31%	(1.05)%	23.27%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.79%	.79%	.82%	.86%	.85%
Expenses net of fee waivers, if any	.78%	.79%	.82%	.86%	.85%
Expenses net of all reductions	.78%	.79%	.82%	.85%	.84%
Net investment income (loss)	.87%	.81%	1.25%^F	.60%	-%^E
Supplemental Data
Net assets, end of period (in millions)	$ 3,755	$ 4,207	$ 4,227	$ 3,009	$ 3,931
Portfolio turnover rate^D	4%	10%	21%	29%	18%

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

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

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

^E Amount represents less than .01%.

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

^H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 45.91	$ 39.52	$ 28.26	$ 28.86	$ 23.52
Income from Investment Operations
Net investment income (loss)^B	.46	.40	.47^E	.20	.04
Net realized and unrealized gain (loss)	1.03	6.31	10.93	(.49)	5.45
Total from investment operations	1.49	6.71	11.40	(.29)	5.49
Distributions from net investment income	(.40)	(.32)	(.14)	(.31)	(.15)
Redemption fees added to paid in capital ^{B, G}	-	-	-	-	-
Net asset value, end of period	$ 47.00	$ 45.91	$ 39.52	$ 28.26	$ 28.86
Total Return^A	3.26%	17.10%	40.47%	(.87)%	23.45%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.67%	.67%	.69%	.69%	.69%
Expenses net of fee waivers, if any	.67%	.67%	.69%	.69%	.69%
Expenses net of all reductions	.67%	.67%	.68%	.69%	.69%
Net investment income (loss)	.99%	.92%	1.39%^E	.76%	.16%
Supplemental Data
Net assets, end of period (in millions)	$ 991	$ 1,173	$ 1,053	$ 600	$ 555
Portfolio turnover rate^D	4%	10%	21%	29%	18%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.17%.

^G Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Leveraged Company Stock Fund (the Fund) is a fund of Fidelity Securities Fund (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 Leveraged Company Stock 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.

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). 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:

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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.

Book-tax differences are primarily due to market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to excise tax regulations.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 2,114,722
Gross unrealized depreciation	(222,542)
Net unrealized appreciation (depreciation) on securities	$ 1,892,180

Tax Cost	$ 3,020,441

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

Undistributed ordinary income	$ 21,665
Undistributed long-term capital gain	$ 160,331
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,892,180

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 41,090	$ 37,155

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $195,757 and $943,000, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates.

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 Leveraged Company Stock. 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
Leveraged Company Stock	$ 6,377	.16
Class K	534	.05
	$ 6,911

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 9,431	.34%	$ -*

* Amount represents two hundred seventy dollars.

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. 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. 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 $5,708. Security lending income represents the income

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,875, including $167 from securities loaned to FCM.

8. Expense Reductions.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $20 and a portion of class-level operating expenses as follows:

	Amount
Leveraged Company Stock	$ 101

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Leveraged Company Stock	$ 30,775	$ 28,583
Class K	10,315	8,572
Total	$ 41,090	$ 37,155

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Leveraged Company Stock
Shares sold	5,334	9,604	$ 246,873	$ 407,601
Reinvestment of distributions	626	670	29,028	26,928
Shares redeemed	(17,699)	(25,643)	(811,035)	(1,089,706)
Net increase (decrease)	(11,739)	(15,369)	$ (535,134)	$ (655,177)

Annual Report

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Class K
Shares sold	5,815	5,696	$ 269,619	$ 243,726
Reinvestment of distributions	222	213	10,315	8,572
Shares redeemed	(10,500)	(7,002)	(487,892)	(299,752)
Net increase (decrease)	(4,463)	(1,093)	$ (207,958)	$ (47,454)

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Leveraged Company Stock 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 Leveraged Company Stock Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Leveraged Company Stock 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 17, 2015

Annual Report

Trustees and Officers

Annual Report

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
<R>	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).</R>
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Leveraged Company Stock 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
Leveraged Company Stock	09/14/15	09/11/15	$ 0.218	$ 1.642

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2015, $179,866,042, or, if subsequently determined to be different, the net capital gain of such year.

Leveraged Company Stock designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Leveraged Company Stock 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Leveraged Company Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Leveraged Company Stock Fund

dev40

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

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 Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Leveraged Company Stock Fund

dev42

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 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. 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 its competitive median for 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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

Fidelity Automated Service
Telephone (FAST®) dev44
1-800-544-5555

Automated line for quickest service

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

LSF-UANN-0915
1.789248.112

Fidelity®

Leveraged Company Stock

Fund -

Class K

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Class K ^A	3.26%	15.76%	8.46%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Leveraged Company Stock Fund - Class K on July 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See footnote A above for additional information regarding the performance of Class K.

dev59

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period*February 1, 2015 to July 31, 2015
Leveraged Company Stock	.78%
Actual		$ 1,000.00	$ 1,072.50	$ 4.01
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91
Class K	.67%
Actual		$ 1,000.00	$ 1,073.30	$ 3.44
Hypothetical^A		$ 1,000.00	$ 1,021.47	$ 3.36

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	9.0	7.5
Service Corp. International	6.2	4.7
Boston Scientific Corp.	3.4	2.9
WestRock Co.	3.1	3.2
Bank of America Corp.	2.9	2.4
Ford Motor Co.	2.4	2.4
Delta Air Lines, Inc.	2.4	3.2
Comcast Corp. Class A	2.3	3.8
General Motors Co.	2.2	2.2
HCA Holdings, Inc.	2.1	1.6
	36.0
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	26.0	24.8
Health Care	14.6	12.2
Materials	14.3	13.2
Financials	12.1	12.0
Industrials	10.2	12.4

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 96.9%			Stocks 96.2%
	Bonds 0.3%			Bonds 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 2.8%			Short-Term Investments and Net Other Assets (Liabilities) 3.4%
* Foreign investments		16.2%	** Foreign investments		14.5%

dev73

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 96.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 26.0%
Auto Components - 1.7%
Delphi Automotive PLC	490,700		$ 38,314
Tenneco, Inc. (a)	825,300		41,108
			79,422
Automobiles - 5.0%
Ford Motor Co.	7,806,833		115,775
General Motors Co.	3,272,337		103,111
General Motors Co.:
warrants 7/10/16 (a)	482,521		10,615
warrants 7/10/19 (a)	482,521		7,098
			236,599
Diversified Consumer Services - 6.2%
Service Corp. International	9,646,027		294,300
Hotels, Restaurants & Leisure - 0.8%
ARAMARK Holdings Corp.	987,744		31,430
Penn National Gaming, Inc. (a)	360,340		6,875
Station Holdco LLC unit (a)(f)(g)	146,846		93
			38,398
Household Durables - 2.8%
Hovnanian Enterprises, Inc. Class A (a)(d)	1,419,000		2,866
Lennar Corp. Class A	677,100		35,913
Newell Rubbermaid, Inc.	2,129,847		92,180
			130,959
Media - 6.9%
AMC Networks, Inc. Class A (a)	446,400		37,596
Cinemark Holdings, Inc.	2,343,045		92,457
Comcast Corp. Class A	1,723,034		107,535
Gray Television, Inc. (a)(e)	3,766,164		63,611
Nexstar Broadcasting Group, Inc. Class A	455,698		26,139
			327,338
Specialty Retail - 2.6%
Asbury Automotive Group, Inc. (a)	385,122		34,006
GameStop Corp. Class A (d)	1,473,907		67,579
Sally Beauty Holdings, Inc. (a)	808,000		24,070
			125,655
TOTAL CONSUMER DISCRETIONARY			1,232,671
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 1.7%
Food Products - 1.3%
ConAgra Foods, Inc.	541,700		$ 23,867
Darling International, Inc. (a)	2,698,383		34,674
			58,541
Personal Products - 0.4%
Revlon, Inc. (a)	553,261		19,901
TOTAL CONSUMER STAPLES			78,442
ENERGY - 6.4%
Energy Equipment & Services - 1.7%
Ensco PLC Class A	110,000		1,824
Halliburton Co.	1,126,593		47,080
Noble Corp. (d)	987,610		11,802
Oil States International, Inc. (a)	270,466		8,144
Schlumberger Ltd.	109,400		9,061
Transocean Ltd. (United States) (d)	381,900		5,064
			82,975
Oil, Gas & Consumable Fuels - 4.7%
Continental Resources, Inc. (a)	807,474		26,978
Hess Corp.	861,810		50,855
QEP Resources, Inc.	901,000		12,506
Range Resources Corp.	247,200		9,725
Valero Energy Corp.	1,103,866		72,414
Western Refining, Inc.	451,814		19,952
Whiting Petroleum Corp. (a)	1,439,895		29,503
			221,933
TOTAL ENERGY			304,908
FINANCIALS - 11.8%
Banks - 8.8%
Bank of America Corp.	7,570,599		135,362
Barclays PLC sponsored ADR (d)	2,441,721		43,902
CIT Group, Inc.	229,310		10,787
Citigroup, Inc.	1,221,847		71,429
Huntington Bancshares, Inc.	4,966,980		57,965
Regions Financial Corp.	5,015,480		52,111
SunTrust Banks, Inc.	1,019,600		45,209
			416,765
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - 0.0%
Motors Liquidation Co. GUC Trust (a)	123,112		$ 2,093
Consumer Finance - 0.9%
American Express Co.	567,448		43,160
Insurance - 0.5%
Lincoln National Corp.	435,700		24,539
Real Estate Investment Trusts - 1.0%
Gaming & Leisure Properties	430,875		14,111
Host Hotels & Resorts, Inc.	1,016,122		19,692
Sabra Health Care REIT, Inc.	547,507		14,974
			48,777
Real Estate Management & Development - 0.5%
Realogy Holdings Corp. (a)	463,840		21,114
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. (a)	441,300		4,885
TOTAL FINANCIALS			561,333
HEALTH CARE - 14.6%
Health Care Equipment & Supplies - 3.4%
Boston Scientific Corp. (a)	9,434,356		163,592
Health Care Providers & Services - 7.5%
Community Health Systems, Inc. (a)	1,267,827		74,181
DaVita HealthCare Partners, Inc. (a)	532,952		42,119
HCA Holdings, Inc. (a)	1,098,579		102,179
Tenet Healthcare Corp. (a)	1,452,844		81,795
Universal Health Services, Inc. Class B	385,505		55,987
			356,261
Life Sciences Tools & Services - 0.6%
PRA Health Sciences, Inc.	651,400		27,352
Pharmaceuticals - 3.1%
Johnson & Johnson	153,000		15,332
Merck & Co., Inc.	1,453,600		85,704
Sanofi SA sponsored ADR	819,934		44,268
			145,304
TOTAL HEALTH CARE			692,509
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	426,776		$ 44,833
Huntington Ingalls Industries, Inc.	258,160		30,311
Textron, Inc.	602,700		26,338
			101,482
Airlines - 3.6%
American Airlines Group, Inc.	860,580		34,509
Delta Air Lines, Inc.	2,606,801		115,586
Southwest Airlines Co.	571,283		20,680
			170,775
Building Products - 0.7%
Allegion PLC	246,500		15,584
Armstrong World Industries, Inc. (a)	273,500		16,000
			31,584
Commercial Services & Supplies - 0.9%
Civeo Corp.	540,932		1,158
Deluxe Corp.	431,413		27,796
Tyco International Ltd.	328,233		12,470
			41,424
Electrical Equipment - 0.5%
Emerson Electric Co.	163,500		8,461
Generac Holdings, Inc. (a)(d)	490,557		17,204
			25,665
Industrial Conglomerates - 0.6%
General Electric Co.	1,103,883		28,811
Machinery - 1.1%
Ingersoll-Rand PLC	739,500		45,405
Pentair PLC	78,757		4,789
			50,194
Marine - 0.3%
Genco Shipping & Trading Ltd. (a)	565,366		4,110
Genco Shipping & Trading Ltd. (a)	8,314		60
Navios Maritime Holdings, Inc. (d)	2,162,794		8,002
			12,172
Road & Rail - 0.2%
Hertz Global Holdings, Inc. (a)	707,700		12,024
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.2%
United Rentals, Inc. (a)	147,000		$ 9,848
TOTAL INDUSTRIALS			483,979
INFORMATION TECHNOLOGY - 9.1%
Communications Equipment - 1.3%
Cisco Systems, Inc.	2,181,349		61,994
Electronic Equipment & Components - 1.5%
Avnet, Inc.	594,313		24,801
Belden, Inc.	510,764		30,253
Corning, Inc.	726,800		13,577
TTM Technologies, Inc. (a)	381,564		3,484
			72,115
Internet Software & Services - 0.3%
VeriSign, Inc. (a)(d)	194,300		13,784
IT Services - 0.2%
Global Cash Access Holdings, Inc. (a)	1,851,000		9,348
Semiconductors & Semiconductor Equipment - 3.4%
Freescale Semiconductor, Inc. (a)	1,033,800		41,218
Intersil Corp. Class A	1,460,387		16,254
Micron Technology, Inc. (a)	2,079,945		38,500
NXP Semiconductors NV (a)	459,064		44,525
ON Semiconductor Corp. (a)	2,134,568		22,669
			163,166
Software - 1.7%
Citrix Systems, Inc. (a)	230,899		17,458
Microsoft Corp.	1,384,568		64,659
			82,117
Technology Hardware, Storage & Peripherals - 0.7%
NCR Corp. (a)	1,117,931		30,788
TOTAL INFORMATION TECHNOLOGY			433,312
MATERIALS - 14.3%
Chemicals - 9.8%
H.B. Fuller Co.	461,829		18,501
LyondellBasell Industries NV Class A	4,554,155		427,315
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
OMNOVA Solutions, Inc. (a)(e)	3,114,962		$ 20,154
Phosphate Holdings, Inc. (a)	307,500		20
			465,990
Containers & Packaging - 3.7%
Sealed Air Corp.	483,434		25,704
WestRock Co.	2,336,728		147,354
			173,058
Metals & Mining - 0.0%
Ormet Corp. (a)(e)	1,405,000		5
TimkenSteel Corp.	114,367		2,131
			2,136
Paper & Forest Products - 0.8%
Louisiana-Pacific Corp. (a)	1,563,090		23,040
Neenah Paper, Inc.	266,200		16,126
			39,166
TOTAL MATERIALS			680,350
TELECOMMUNICATION SERVICES - 1.3%
Diversified Telecommunication Services - 1.3%
Frontier Communications Corp. (d)	5,528,256		26,093
Intelsat SA (a)(d)	1,144,700		10,886
Level 3 Communications, Inc. (a)	514,400		25,977
			62,956
UTILITIES - 1.2%
Electric Utilities - 0.3%
FirstEnergy Corp.	421,304		14,307
Independent Power and Renewable Electricity Producers - 0.9%
Calpine Corp. (a)	2,167,700		39,669
TOTAL UTILITIES			53,976
TOTAL COMMON STOCKS (Cost $2,685,815)		4,584,436
Nonconvertible Preferred Stocks - 0.3%
	Shares		Value (000s)
FINANCIALS - 0.3%
Capital Markets - 0.3%
GMAC Capital Trust I Series 2, 8.125% (Cost $10,975)	439,013		$ 11,515

Nonconvertible Bonds - 0.3%
	Principal Amount (000s)
ENERGY - 0.3%
Energy Equipment & Services - 0.3%
Offshore Group Investment Ltd. 7.5% 11/1/19	$ 13,360		7,148
SAExploration Holdings, Inc. 10% 7/15/19	14,345		8,912
			16,060
TOTAL NONCONVERTIBLE BONDS (Cost $26,546)		16,060

Money Market Funds - 6.3%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	136,369,538		136,370
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	164,240,156		164,240
TOTAL MONEY MARKET FUNDS (Cost $300,610)		300,610
TOTAL INVESTMENT PORTFOLIO - 103.5% (Cost $3,023,946)			4,912,621
NET OTHER ASSETS (LIABILITIES) - (3.5)%			(166,336)
NET ASSETS - 100%		$ 4,746,285

Legend

(a) Non-income producing

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

(e) Affiliated company

(f) 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.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Station Holdco LLC unit	10/28/08 - 12/1/08	$ 5,990

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	$ 151
Fidelity Securities Lending Cash Central Fund	2,875
Total	$ 3,026

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Gray Television, Inc.	$ 45,872	$ -	$ -	$ -	$ 63,611
OMNOVA Solutions, Inc.	25,138	-	-	-	20,154
Ormet Corp.	8	-	-	-	5
Total	$ 71,018	$ -	$ -	$ -	$ 83,770

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,232,671	$ 1,232,578	$ -	$ 93
Consumer Staples	78,442	78,442	-	-
Energy	304,908	304,908	-	-
Financials	572,848	572,848	-	-
Health Care	692,509	692,509	-	-
Industrials	483,979	483,979	-	-
Information Technology	433,312	433,312	-	-
Materials	680,350	680,345	-	5
Telecommunication Services	62,956	62,956	-	-
Utilities	53,976	53,976	-	-
Corporate Bonds	16,060	-	16,060	-
Money Market Funds	300,610	300,610	-	-
Total Investments in Securities:	$ 4,912,621	$ 4,896,463	$ 16,060	$ 98

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

United States of America	83.8%
Netherlands	9.9%
Ireland	1.7%
United Kingdom	1.1%
France	1.0%
Others (Individually Less Than 1%)	2.5%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $159,067) - See accompanying schedule: Unaffiliated issuers (cost $2,649,138)	$ 4,528,241
Fidelity Central Funds (cost $300,610)	300,610
Other affiliated issuers (cost $74,198)	83,770
Total Investments (cost $3,023,946)		$ 4,912,621
Receivable for fund shares sold		1,213
Dividends receivable		2,817
Interest receivable		314
Distributions receivable from Fidelity Central Funds		249
Other receivables		45
Total assets		4,917,259

Liabilities
Payable for fund shares redeemed	$ 3,637
Accrued management fee	2,394
Other affiliated payables	642
Other payables and accrued expenses	61
Collateral on securities loaned, at value	164,240
Total liabilities		170,974

Net Assets		$ 4,746,285
Net Assets consist of:
Paid in capital		$ 2,672,305
Undistributed net investment income		24,974
Accumulated undistributed net realized gain (loss) on investments		160,331
Net unrealized appreciation (depreciation) on investments		1,888,675
Net Assets		$ 4,746,285

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)		July 31, 2015

Leveraged Company Stock:
Net Asset Value, offering price and redemption price per share ($3,755,492 ÷ 80,066.9 shares)		$ 46.90

Class K:
Net Asset Value, offering price and redemption price per share ($990,793 ÷ 21,082.6 shares)		$ 47.00

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2015

Investment Income
Dividends		$ 79,289
Interest		2,240
Income from Fidelity Central Funds		3,026
Total income		84,555

Expenses
Management fee	$ 30,550
Transfer agent fees	6,911
Accounting and security lending fees	1,139
Custodian fees and expenses	50
Independent trustees' compensation	22
Registration fees	84
Audit	66
Legal	23
Miscellaneous	35
Total expenses before reductions	38,880
Expense reductions	(169)	38,711
Net investment income (loss)		45,844
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		235,817
Change in net unrealized appreciation (depreciation) on investment securities		(131,060)
Net gain (loss)		104,757
Net increase (decrease) in net assets resulting from operations		$ 150,601

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 45,844	$ 44,390
Net realized gain (loss)	235,817	184,977
Change in net unrealized appreciation (depreciation)	(131,060)	610,173
Net increase (decrease) in net assets resulting from operations	150,601	839,540
Distributions to shareholders from net investment income	(41,090)	(37,155)
Share transactions - net increase (decrease)	(743,092)	(702,631)
Redemption fees	302	366
Total increase (decrease) in net assets	(633,279)	100,120

Net Assets
Beginning of period	5,379,564	5,279,444
End of period (including undistributed net investment income of $24,974 and undistributed net investment income of $22,869, respectively)	$ 4,746,285	$ 5,379,564

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

Annual Report

Financial Highlights - Leveraged Company Stock

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 45.82	$ 39.44	$ 28.22	$ 28.85	$ 23.50
Income from Investment Operations
Net investment income (loss)^B	.41	.34	.42^F	.16	-^H
Net realized and unrealized gain (loss)	1.01	6.31	10.92	(.50)	5.46
Total from investment operations	1.42	6.65	11.34	(.34)	5.46
Distributions from net investment income	(.34)	(.27)	(.12)	(.29)	(.11)
Redemption fees added to paid in capital ^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 46.90	$ 45.82	$ 39.44	$ 28.22	$ 28.85
Total Return^A	3.12%	16.96%	40.31%	(1.05)%	23.27%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.79%	.79%	.82%	.86%	.85%
Expenses net of fee waivers, if any	.78%	.79%	.82%	.86%	.85%
Expenses net of all reductions	.78%	.79%	.82%	.85%	.84%
Net investment income (loss)	.87%	.81%	1.25%^F	.60%	-%^E
Supplemental Data
Net assets, end of period (in millions)	$ 3,755	$ 4,207	$ 4,227	$ 3,009	$ 3,931
Portfolio turnover rate^D	4%	10%	21%	29%	18%

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

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

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

^E Amount represents less than .01%.

^H Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 45.91	$ 39.52	$ 28.26	$ 28.86	$ 23.52
Income from Investment Operations
Net investment income (loss)^B	.46	.40	.47^E	.20	.04
Net realized and unrealized gain (loss)	1.03	6.31	10.93	(.49)	5.45
Total from investment operations	1.49	6.71	11.40	(.29)	5.49
Distributions from net investment income	(.40)	(.32)	(.14)	(.31)	(.15)
Redemption fees added to paid in capital ^{B, G}	-	-	-	-	-
Net asset value, end of period	$ 47.00	$ 45.91	$ 39.52	$ 28.26	$ 28.86
Total Return^A	3.26%	17.10%	40.47%	(.87)%	23.45%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.67%	.67%	.69%	.69%	.69%
Expenses net of fee waivers, if any	.67%	.67%	.69%	.69%	.69%
Expenses net of all reductions	.67%	.67%	.68%	.69%	.69%
Net investment income (loss)	.99%	.92%	1.39%^E	.76%	.16%
Supplemental Data
Net assets, end of period (in millions)	$ 991	$ 1,173	$ 1,053	$ 600	$ 555
Portfolio turnover rate^D	4%	10%	21%	29%	18%

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

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

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

^G Amount represents less than $.01 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. 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.

Annual Report

3. Significant Accounting Policies - continued

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.

Book-tax differences are primarily due to market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to excise tax regulations.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 2,114,722
Gross unrealized depreciation	(222,542)
Net unrealized appreciation (depreciation) on securities	$ 1,892,180

Tax Cost	$ 3,020,441

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

Undistributed ordinary income	$ 21,665
Undistributed long-term capital gain	$ 160,331
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,892,180

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 41,090	$ 37,155

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $195,757 and $943,000, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

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 Leveraged Company Stock. 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
Leveraged Company Stock	$ 6,377	.16
Class K	534	.05
	$ 6,911

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 9,431	.34%	$ -*

* Amount represents two hundred seventy dollars.

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. 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. 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 $5,708. Security lending income represents the income

Annual Report

7. Security Lending - continued

8. Expense Reductions.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $20 and a portion of class-level operating expenses as follows:

	Amount
Leveraged Company Stock	$ 101

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Leveraged Company Stock	$ 30,775	$ 28,583
Class K	10,315	8,572
Total	$ 41,090	$ 37,155

10. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Leveraged Company Stock
Shares sold	5,334	9,604	$ 246,873	$ 407,601
Reinvestment of distributions	626	670	29,028	26,928
Shares redeemed	(17,699)	(25,643)	(811,035)	(1,089,706)
Net increase (decrease)	(11,739)	(15,369)	$ (535,134)	$ (655,177)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Class K
Shares sold	5,815	5,696	$ 269,619	$ 243,726
Reinvestment of distributions	222	213	10,315	8,572
Shares redeemed	(10,500)	(7,002)	(487,892)	(299,752)
Net increase (decrease)	(4,463)	(1,093)	$ (207,958)	$ (47,454)

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Leveraged Company Stock 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 Leveraged Company Stock Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Leveraged Company Stock 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 17, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Annual Report

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2008 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
<R>	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).</R>
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Class K	09/14/15	09/11/15	$ 0.249	$ 1.642

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

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Leveraged Company Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Leveraged Company Stock Fund

dev75

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

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 Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Leveraged Company Stock Fund

dev77

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 2014.

Annual Report

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. 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 its competitive median for 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

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

LSF-K-UANN-0915
1.863381.106

Fidelity®

Series Small Cap Opportunities

Fund

Fidelity Series Small Cap Opportunities Fund

Class F

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Life of fund ^A
Fidelity ® Series Small Cap Opportunities Fund	12.66%	14.71%	6.98%
Class F^B	12.87%	14.92%	7.14%

^A From March 22, 2007.
^B The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009, are those of Fidelity Series Small Cap Opportunities Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series Small Cap Opportunities Fund, a class of the fund, on March 22, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

dev90

Annual Report

Management's Discussion of Fund Performance

Market Recap: The U.S. equity market gained strongly for the 12 months ending July 31, 2015, as stocks recovered from volatility in late 2014 and early 2015, supported by a still-positive economic backdrop. The S&P 500^® Index returned 11.21%, with growth stocks in the index far outpacing value-oriented names on prospects for continued U.S. economic growth. Consequently, the growth-oriented Nasdaq Composite Index^® rose 18.71%, outpacing the broader S&P 500^®, as well as the 12.03% advance of the smaller-cap Russell 2000^® Index. Within the S&P 500^®, seven of 10 sectors notched a gain, with significant performance variation. Health care (+27%) led the way, aided by merger activity. Consumer discretionary (+24%) benefited from spending linked to a seven-year low in unemployment. Strong first halves for the consumer staples sector and the real estate segment of financials yielded above-market returns (19% and 12%, respectively) for the full-year period. Conversely, energy (-26%) significantly lagged, due to a roughly 55% decline for U.S. crude-oil prices. Materials (-4%) also lost ground. At period end, investors remained focused on the slowing rate of U.S. earnings growth, the possible effect of a relatively stronger U.S. dollar on exports and inflation, and whether an economic slowdown in China would create ripples for the global economy.

Comments from Lead Portfolio Manager Richard Thompson: For the year, the fund's share classes outperformed the benchmark, the Russell 2000^® Index. (For specific class-level results, please see the Performance section of this report.) Stock selection, particularly within health care's pharmaceuticals, biotechnology & life sciences segment, drove relative outperformance. On an individual basis, biopharmaceutical companies Auspex Pharmaceuticals and Neurocrine Biosciences were the top two relative contributors. Auspex Pharmaceuticals, which we sold by period end, rose in response to December's positive Phase 3 data for its lead drug targeting Huntington's disease. Neurocrine Biosciences performed well after announcing positive Phase 3 results for its drug aimed at reducing symptoms of endometriosis. Elsewhere, longtime holding Sapient, a digital marketing technology firm, rose following its acquisition in February by French holding company Publicis Groupe. We sold the position by period end. Conversely, positioning in the materials sector detracted from the fund's relative result. An overweighted position in Stone Energy was particularly detrimental, as the stock fell in July due to lower oil and gas prices. We significantly decreased the fund's stake by period end. The fund's position in chemical company Tronox also disappointed.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

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.

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period* February 1, 2015 to July 31, 2015
Series Small Cap Opportunities	.76%
Actual		$ 1,000.00	$ 1,084.70	$ 3.93
Hypothetical^A		$ 1,000.00	$ 1,021.03	$ 3.81
Class F	.60%
Actual		$ 1,000.00	$ 1,085.80	$ 3.10
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Bank of the Ozarks, Inc.	1.4	1.1
Huntington Bancshares, Inc.	1.3	1.2
Global Payments, Inc.	1.3	1.1
PacWest Bancorp	1.3	1.2
Allied World Assur Co. Holdings AG	1.2	0.9
Mid-America Apartment Communities, Inc.	1.1	1.1
Maximus, Inc.	1.1	0.9
Associated Banc-Corp.	1.1	0.9
Banner Corp.	1.1	0.9
MB Financial, Inc.	1.1	0.9
	12.0
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	23.2	23.1
Information Technology	16.4	18.3
Health Care	15.5	14.4
Consumer Discretionary	13.7	13.3
Industrials	12.6	12.0

Asset Allocation (% of fund's net assets)
As of July 31, 2015 *			As of January 31, 2015 **
	Stocks and Equity Futures 95.8%			Stocks and Equity Futures 96.6%
	Short-Term Investments and Net Other Assets (Liabilities) 4.2%			Short-Term Investments and Net Other Assets (Liabilities) 3.4%
* Foreign investments		7.7%	** Foreign investments		7.5%

dev100

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 94.5%
	Shares		Value
CONSUMER DISCRETIONARY - 13.7%
Auto Components - 2.0%
Cooper Tire & Rubber Co.	650,080		$ 21,407,134
Horizon Global Corp. (a)	556,883		6,972,175
Standard Motor Products, Inc.	446,634		16,333,405
Tenneco, Inc. (a)	839,086		41,794,874
Visteon Corp. (a)	246,300		24,514,239
			111,021,827
Diversified Consumer Services - 0.7%
Service Corp. International	1,237,200		37,746,972
Hotels, Restaurants & Leisure - 2.9%
Bloomin' Brands, Inc.	1,362,116		31,723,682
Brinker International, Inc.	609,200		36,491,080
Buffalo Wild Wings, Inc. (a)	188,300		36,827,714
Domino's Pizza, Inc.	153,900		17,519,976
Texas Roadhouse, Inc. Class A	996,043		39,234,134
			161,796,586
Household Durables - 1.3%
Ethan Allen Interiors, Inc. (d)	1,308,735		39,510,710
Jarden Corp. (a)	621,322		34,172,710
			73,683,420
Leisure Products - 0.7%
Brunswick Corp.	784,900		41,670,341
Media - 1.2%
MDC Partners, Inc. Class A (sub. vtg.)	1,400,058		24,683,027
Nexstar Broadcasting Group, Inc. Class A	686,017		39,349,935
			64,032,962
Multiline Retail - 0.5%
Dillard's, Inc. Class A	273,744		27,889,039
Specialty Retail - 2.1%
Chico's FAS, Inc.	1,308,629		19,917,333
Genesco, Inc. (a)	358,525		23,192,982
GNC Holdings, Inc.	711,900		35,032,599
Murphy U.S.A., Inc. (a)	385,100		21,088,076
Zumiez, Inc. (a)	771,282		20,130,460
			119,361,450
Textiles, Apparel & Luxury Goods - 2.3%
Deckers Outdoor Corp. (a)	416,900		30,383,672
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
G-III Apparel Group Ltd. (a)	749,174		$ 54,112,838
Steven Madden Ltd. (a)	1,031,439		42,990,378
			127,486,888
TOTAL CONSUMER DISCRETIONARY			764,689,485
CONSUMER STAPLES - 2.9%
Beverages - 0.3%
Coca-Cola Bottling Co. Consolidated	97,255		15,755,310
Food & Staples Retailing - 0.6%
Casey's General Stores, Inc.	327,550		33,480,523
Food Products - 1.3%
Aryzta AG	276,930		14,062,874
Greencore Group PLC	4,117,809		20,346,344
Ingredion, Inc.	164,700		14,526,540
J&J Snack Foods Corp.	209,450		24,790,502
			73,726,260
Personal Products - 0.7%
Coty, Inc. Class A	539,200		14,412,816
Inter Parfums, Inc.	706,100		21,458,379
			35,871,195
TOTAL CONSUMER STAPLES			158,833,288
ENERGY - 2.9%
Energy Equipment & Services - 0.9%
Atwood Oceanics, Inc.	445,226		9,260,701
Bristow Group, Inc.	539,649		24,311,187
Total Energy Services, Inc.	1,245,270		14,082,306
			47,654,194
Oil, Gas & Consumable Fuels - 2.0%
Boardwalk Pipeline Partners, LP	1,333,200		18,558,144
Diamondback Energy, Inc.	319,793		21,522,069
Newfield Exploration Co. (a)	616,612		20,218,707
PDC Energy, Inc. (a)	367,200		17,240,040
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Stone Energy Corp. (a)	1,604,546		$ 9,290,321
Western Refining, Inc.	592,712		26,174,162
			113,003,443
TOTAL ENERGY			160,657,637
FINANCIALS - 23.2%
Banks - 9.7%
Associated Banc-Corp.	3,012,513		59,376,631
BancFirst Corp.	472,978		30,086,131
Bank of the Ozarks, Inc.	1,792,674		79,092,773
Banner Corp. (e)	1,244,271		59,301,956
BBCN Bancorp, Inc.	3,045,910		46,754,719
City National Corp.	109,111		9,810,170
Huntington Bancshares, Inc.	6,317,900		73,729,893
Investors Bancorp, Inc.	3,969,400		48,347,292
MB Financial, Inc.	1,737,200		59,238,520
PacWest Bancorp	1,550,388		71,767,461
			537,505,546
Capital Markets - 3.3%
AURELIUS AG	857,135		41,419,335
OM Asset Management Ltd.	2,415,724		42,685,843
Raymond James Financial, Inc.	686,700		40,515,300
Waddell & Reed Financial, Inc. Class A	1,273,441		57,190,235
			181,810,713
Insurance - 3.2%
Allied World Assur Co. Holdings AG	1,639,013		69,264,689
Aspen Insurance Holdings Ltd.	760,690		36,581,582
Primerica, Inc.	890,205		40,263,972
StanCorp Financial Group, Inc.	295,277		33,667,484
			179,777,727
Real Estate Investment Trusts - 6.0%
Cousins Properties, Inc.	4,688,720		48,668,914
Equity Lifestyle Properties, Inc.	846,500		48,995,420
Home Properties, Inc.	621,090		45,774,333
Kite Realty Group Trust	1,481,298		39,106,267
Mid-America Apartment Communities, Inc.	742,400		59,644,416
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
National Retail Properties, Inc. (d)	1,190,441		$ 44,248,692
Ramco-Gershenson Properties Trust (SBI)	2,795,450		47,354,923
			333,792,965
Thrifts & Mortgage Finance - 1.0%
WSFS Financial Corp. (e)	1,975,653		56,720,998
TOTAL FINANCIALS			1,289,607,949
HEALTH CARE - 15.5%
Biotechnology - 9.2%
ACADIA Pharmaceuticals, Inc. (a)(d)	639,927		31,234,837
Agios Pharmaceuticals, Inc. (a)(d)	164,063		18,076,461
Anacor Pharmaceuticals, Inc. (a)	245,900		36,685,821
Ardelyx, Inc. (a)	15,200		299,744
BioCryst Pharmaceuticals, Inc. (a)(d)	1,242,950		19,240,866
BioMarin Pharmaceutical, Inc. (a)	130,044		19,021,536
Biotie Therapies Corp. sponsored ADR	653,800		11,722,634
bluebird bio, Inc. (a)	113,768		18,866,147
Cellectis SA sponsored ADR	448,095		15,911,853
Chimerix, Inc. (a)	467,290		25,112,165
Coherus BioSciences, Inc.	564,911		19,817,078
Curis, Inc. (a)	5,523,406		17,343,495
Dyax Corp. (a)	1,100,015		27,071,369
Genocea Biosciences, Inc. (a)(d)	888,582		11,551,566
Insmed, Inc. (a)	916,635		24,840,809
Intercept Pharmaceuticals, Inc. (a)	71,798		18,941,030
Isis Pharmaceuticals, Inc. (a)	278,872		15,318,439
La Jolla Pharmaceutical Co. (a)(d)	468,100		14,230,240
Mirati Therapeutics, Inc. (a)(d)	585,269		16,744,546
Neurocrine Biosciences, Inc. (a)	609,582		30,552,250
Novavax, Inc. (a)	2,403,762		28,989,370
Spark Therapeutics, Inc.	312,600		19,206,144
TESARO, Inc. (a)	362,700		21,036,600
Ultragenyx Pharmaceutical, Inc. (a)	259,700		31,405,521
Xencor, Inc. (a)	870,300		19,486,017
			512,706,538
Health Care Equipment & Supplies - 2.7%
CONMED Corp.	238,300		13,516,376
Hologic, Inc. (a)	590,100		24,583,566
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Integra LifeSciences Holdings Corp. (a)	313,668		$ 20,115,529
NxStage Medical, Inc. (a)	948,600		13,546,008
Seaspine Holdings Corp. (a)	78,373		1,228,889
Sirona Dental Systems, Inc. (a)	260,000		26,982,800
Teleflex, Inc.	190,100		25,471,499
Wright Medical Group, Inc. (a)	904,800		23,380,032
			148,824,699
Health Care Providers & Services - 2.1%
AmSurg Corp. (a)	354,100		25,403,134
Molina Healthcare, Inc. (a)	157,400		11,872,682
Surgical Care Affiliates, Inc. (a)	856,636		32,569,301
Team Health Holdings, Inc. (a)	486,800		32,815,188
Wellcare Health Plans, Inc. (a)	188,800		15,255,040
			117,915,345
Life Sciences Tools & Services - 0.4%
Bruker Corp. (a)	1,198,066		25,219,289
Pharmaceuticals - 1.1%
Prestige Brands Holdings, Inc. (a)	433,654		20,650,603
Theravance, Inc. (d)	1,126,649		17,260,263
ZS Pharma, Inc. (a)	351,800		21,013,014
			58,923,880
TOTAL HEALTH CARE			863,589,751
INDUSTRIALS - 12.6%
Aerospace & Defense - 1.4%
Moog, Inc. Class A (a)	437,417		29,245,701
Teledyne Technologies, Inc. (a)	482,134		49,982,832
			79,228,533
Air Freight & Logistics - 0.8%
Hub Group, Inc. Class A (a)	1,069,263		45,048,050
Airlines - 0.5%
JetBlue Airways Corp. (a)	1,364,200		31,349,316
Commercial Services & Supplies - 1.2%
Deluxe Corp.	590,000		38,013,700
West Corp.	993,300		28,656,705
			66,670,405
Construction & Engineering - 0.8%
EMCOR Group, Inc.	908,500		43,453,555
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - 0.3%
OSRAM Licht AG	306,639		$ 17,457,964
Industrial Conglomerates - 0.4%
Carlisle Companies, Inc.	216,500		21,922,790
Machinery - 3.2%
AGCO Corp.	513,000		28,220,130
Kornit Digital Ltd. (a)(d)	1,391,400		20,230,956
KUKA AG (d)	309,700		26,550,394
Navistar International Corp. (a)(d)	455,534		7,990,066
Terex Corp.	585,500		12,974,680
TriMas Corp. (a)	1,116,444		26,236,434
Valmont Industries, Inc. (d)	261,500		29,086,645
Wabtec Corp.	249,850		25,282,322
			176,571,627
Professional Services - 1.9%
Dun & Bradstreet Corp.	279,206		34,836,533
Huron Consulting Group, Inc. (a)	424,631		32,471,533
Stantec, Inc.	1,364,400		37,942,599
			105,250,665
Trading Companies & Distributors - 2.1%
Kaman Corp.	780,680		30,813,440
Titan Machinery, Inc. (a)(d)(e)	1,584,719		22,265,302
Watsco, Inc.	343,500		44,050,440
WESCO International, Inc. (a)	305,500		18,745,480
			115,874,662
TOTAL INDUSTRIALS			702,827,567
INFORMATION TECHNOLOGY - 16.4%
Communications Equipment - 1.3%
F5 Networks, Inc. (a)	163,800		21,972,132
Ixia (a)	2,544,369		33,585,671
Radware Ltd. (a)	844,101		16,071,683
			71,629,486
Electronic Equipment & Components - 1.5%
CDW Corp.	1,272,500		45,720,925
Jabil Circuit, Inc.	425,614		8,618,684
Trimble Navigation Ltd. (a)	1,169,200		27,008,520
			81,348,129
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 3.1%
Bankrate, Inc. (a)	2,692,001		$ 24,551,049
EarthLink Holdings Corp.	508,568		3,732,889
Gogo, Inc. (a)(d)	198,600		3,620,478
IAC/InterActiveCorp	227,400		17,568,924
MINDBODY, Inc. (e)	526,600		5,160,680
NIC, Inc.	1,217,847		21,969,960
Pandora Media, Inc. (a)	910,600		15,953,712
Rackspace Hosting, Inc. (a)	784,317		26,690,308
Stamps.com, Inc. (a)	339,002		23,255,537
Web.com Group, Inc. (a)	1,129,741		28,119,253
			170,622,790
IT Services - 4.1%
Datalink Corp. (a)(e)	1,664,540		11,285,581
ExlService Holdings, Inc. (a)	1,427,060		55,327,116
Global Payments, Inc.	651,300		73,004,217
Maximus, Inc.	871,000		59,410,910
WEX, Inc. (a)	313,800		32,020,152
			231,047,976
Semiconductors & Semiconductor Equipment - 1.8%
Cirrus Logic, Inc. (a)	666,102		21,988,027
Intersil Corp. Class A	1,686,800		18,774,084
Monolithic Power Systems, Inc.	653,070		33,770,250
PMC-Sierra, Inc. (a)	1,679,300		11,436,033
Qorvo, Inc. (a)	243,150		14,090,543
			100,058,937
Software - 2.9%
BroadSoft, Inc. (a)	575,749		20,105,155
CommVault Systems, Inc. (a)	625,777		23,447,864
Interactive Intelligence Group, Inc. (a)	407,900		16,911,534
Pegasystems, Inc.	592,600		16,053,534
Rovi Corp. (a)	1,109,759		12,196,251
SolarWinds, Inc. (a)	355,200		14,168,928
Synchronoss Technologies, Inc. (a)	942,361		45,044,856
Tangoe, Inc. (a)	1,274,400		14,043,888
			161,972,010
Technology Hardware, Storage & Peripherals - 1.7%
Electronics for Imaging, Inc. (a)	661,525		30,231,693
Nimble Storage, Inc. (a)(d)	778,300		21,496,646
Quantum Corp. (a)	11,950,411		12,667,436
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - continued
Silicon Graphics International Corp. (a)(d)(e)	2,187,649		$ 11,178,886
Super Micro Computer, Inc. (a)	679,170		18,113,464
			93,688,125
TOTAL INFORMATION TECHNOLOGY			910,367,453
MATERIALS - 3.9%
Chemicals - 2.1%
Axiall Corp.	830,346		24,437,083
PolyOne Corp.	1,055,401		36,168,592
Sensient Technologies Corp.	492,900		33,709,431
Tronox Ltd. Class A	2,320,144		25,475,181
			119,790,287
Containers & Packaging - 1.1%
Avery Dennison Corp.	308,500		18,772,225
Berry Plastics Group, Inc. (a)	1,254,860		40,858,242
			59,630,467
Metals & Mining - 0.7%
Compass Minerals International, Inc.	392,300		31,384,000
Steel Dynamics, Inc.	363,800		7,286,914
			38,670,914
TOTAL MATERIALS			218,091,668
TELECOMMUNICATION SERVICES - 0.7%
Diversified Telecommunication Services - 0.5%
8x8, Inc. (a)	562,654		4,900,716
Cogent Communications Group, Inc.	407,400		12,951,246
FairPoint Communications, Inc. (a)	128,800		2,140,656
Lumos Networks Corp.	141,000		1,968,360
Towerstream Corp. (a)(d)(e)	5,386,878		8,511,267
			30,472,245
Wireless Telecommunication Services - 0.2%
RingCentral, Inc. (a)	502,700		9,903,190
TOTAL TELECOMMUNICATION SERVICES			40,375,435
Common Stocks - continued
	Shares		Value
UTILITIES - 2.7%
Electric Utilities - 1.5%
El Paso Electric Co.	490,480		$ 17,868,186
Great Plains Energy, Inc.	604,080		15,772,529
IDACORP, Inc.	356,100		22,117,371
Portland General Electric Co.	691,832		24,912,870
			80,670,956
Gas Utilities - 0.8%
Atmos Energy Corp.	397,786		21,997,566
Laclede Group, Inc.	464,400		25,128,684
			47,126,250
Independent Power and Renewable Electricity Producers - 0.4%
Dynegy, Inc. (a)	604,120		15,737,326
NextEra Energy Partners LP	226,100		8,067,248
			23,804,574
TOTAL UTILITIES			151,601,780
TOTAL COMMON STOCKS (Cost $4,457,016,586)		5,260,642,013
Convertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%
Biotechnology - 0.0%
CytomX Therapeutics, Inc. Series D (g) (Cost $985,900)	6,646,127		985,900

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 8/20/15 to 10/29/15 (f) (Cost $2,309,836)	$ 2,310,000	2,309,745

Money Market Funds - 6.8%
	Shares		Value
Fidelity Cash Central Fund, 0.17% (b)	266,657,092		$ 266,657,092
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	114,131,968		114,131,968
TOTAL MONEY MARKET FUNDS (Cost $380,789,060)		380,789,060
TOTAL INVESTMENT PORTFOLIO - 101.4% (Cost $4,841,101,382)		5,644,726,718
NET OTHER ASSETS (LIABILITIES) - (1.4)%		(76,212,855)
NET ASSETS - 100%		$ 5,568,513,863

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
573 ICE Russell 2000 Index Contracts (United States)	Sept. 2015	$ 70,776,960	$ (847,982)

The face value of futures purchased as a percentage of net assets is 1.3%

Legend

(a) Non-income producing

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

(e) Affiliated company

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,309,745.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
CytomX Therapeutics, Inc. Series D	6/12/15	$ 985,900

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	$ 299,253
Fidelity Securities Lending Cash Central Fund	1,576,483
Total	$ 1,875,736

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Banner Corp.	$ 51,542,249	$ 417,731	$ 2,061,937	$ 915,639	$ 59,301,956
Datalink Corp.	12,863,242	7,529,400	2,261,824	-	11,285,581
MINDBODY, Inc.	-	6,953,481	-	-	5,160,680
Mirati Therapeutics, Inc.	11,960,748	4,157,488	10,021,640	-	-
Neonode, Inc.	9,543,365	-	6,658,007	-	-
Points International Ltd.	25,447,665	1,527,795	15,779,855	-	-
ServiceSource International, Inc.	19,646,501	-	17,738,035	-	-
Silicon Graphics International Corp.	20,729,984	76,909	-	-	11,178,886
Titan Machinery, Inc.	22,881,167	335,898	13,239	-	22,265,302
Towerstream Corp.	8,888,349	-	-	-	8,511,267
WSFS Financial Corp.	31,559,736	15,904,340	-	350,835	56,720,998
Total	$ 215,063,006	$ 36,903,042	$ 54,534,537	$ 1,266,474	$ 174,424,670

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 764,689,485	$ 764,689,485	$ -	$ -
Consumer Staples	158,833,288	158,833,288	-	-
Energy	160,657,637	160,657,637	-	-
Financials	1,289,607,949	1,289,607,949	-	-
Health Care	864,575,651	863,589,751	-	985,900
Industrials	702,827,567	702,827,567	-	-
Information Technology	910,367,453	910,367,453	-	-
Materials	218,091,668	218,091,668	-	-
Telecommunication Services	40,375,435	40,375,435	-	-
Utilities	151,601,780	151,601,780	-	-
U.S. Government and Government Agency Obligations	2,309,745	-	2,309,745	-
Money Market Funds	380,789,060	380,789,060	-	-
Total Investments in Securities:	$ 5,644,726,718	$ 5,641,431,073	$ 2,309,745	$ 985,900
Derivative Instruments:
Liabilities
Futures Contracts	$ (847,982)	$ (847,982)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2015. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (847,982)
Total Value of Derivatives	$ -	$ (847,982)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $112,671,575) - See accompanying schedule: Unaffiliated issuers (cost $4,275,200,095)	$ 5,089,512,988
Fidelity Central Funds (cost $380,789,060)	380,789,060
Other affiliated issuers (cost $185,112,227)	174,424,670
Total Investments (cost $4,841,101,382)		$ 5,644,726,718
Cash		712,233
Receivable for investments sold		90,114,887
Receivable for fund shares sold		24,211,667
Dividends receivable		2,222,676
Distributions receivable from Fidelity Central Funds		95,761
Receivable for daily variation margin for derivative instruments		230,926
Other receivables		114,847
Total assets		5,762,429,715

Liabilities
Payable for investments purchased	$ 76,296,680
Payable for fund shares redeemed	225,466
Accrued management fee	2,718,562
Other affiliated payables	461,362
Other payables and accrued expenses	81,814
Collateral on securities loaned, at value	114,131,968
Total liabilities		193,915,852

Net Assets		$ 5,568,513,863
Net Assets consist of:
Paid in capital		$ 4,480,321,226
Undistributed net investment income		12,811,213
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		272,643,973
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		802,737,451
Net Assets		$ 5,568,513,863

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

Annual Report

Statement of Assets and Liabilities - continued

		July 31, 2015
Series Small Cap Opportunities:
Net Asset Value, offering price and redemption price per share ($2,647,013,034 ÷ 191,418,342 shares)		$ 13.83

Class F:
Net Asset Value, offering price and redemption price per share ($2,921,500,829 ÷ 209,933,416 shares)		$ 13.92

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends (including $1,266,474 earned from other affiliated issuers)		$ 63,511,400
Interest		642
Income from Fidelity Central Funds		1,875,736
Total income		65,387,778

Expenses
Management fee
Basic fee	$ 39,022,431
Performance adjustment	(6,980,672)
Transfer agent fees	4,422,763
Accounting and security lending fees	1,146,445
Custodian fees and expenses	114,582
Independent trustees' compensation	23,317
Audit	79,942
Legal	13,334
Miscellaneous	37,062
Total expenses before reductions	37,879,204
Expense reductions	(420,978)	37,458,226
Net investment income (loss)		27,929,552
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	338,332,404
Other affiliated issuers	(45,102,364)
Foreign currency transactions	119,297
Futures contracts	6,391,915
Total net realized gain (loss)		299,741,252
Change in net unrealized appreciation (depreciation) on: Investment securities	340,861,886
Assets and liabilities in foreign currencies	(28,286)
Futures contracts	91,405
Total change in net unrealized appreciation (depreciation)		340,925,005
Net gain (loss)		640,666,257
Net increase (decrease) in net assets resulting from operations		$ 668,595,809

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 27,929,552	$ 12,448,754
Net realized gain (loss)	299,741,252	388,400,199
Change in net unrealized appreciation (depreciation)	340,925,005	(189,066,056)
Net increase (decrease) in net assets resulting from operations	668,595,809	211,782,897
Distributions to shareholders from net investment income	(23,180,446)	(2,397,517)
Distributions to shareholders from net realized gain	(274,549,615)	(355,403,438)
Total distributions	(297,730,061)	(357,800,955)
Share transactions - net increase (decrease)	171,463,697	2,217,612,913
Total increase (decrease) in net assets	542,329,445	2,071,594,855

Net Assets
Beginning of period	5,026,184,418	2,954,589,563
End of period (including undistributed net investment income of $12,811,213 and undistributed net investment income of $9,455,513, respectively)	$ 5,568,513,863	$ 5,026,184,418

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

Annual Report

Financial Highlights - Series Small Cap Opportunities

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 12.96	$ 13.55	$ 10.93	$ 11.22	$ 8.76
Income from Investment Operations
Net investment income (loss)^B	.05	.02	.04	-^H	-^E,H
Net realized and unrealized gain (loss)	1.53	.77	3.20	(.17)	2.50
Total from investment operations	1.58	.79	3.24	(.17)	2.50
Distributions from net investment income	(.04)	-^H	(.05)	-^H	-^F
Distributions from net realized gain	(.66)	(1.38)	(.57)	(.11)	(.04)^F
Total distributions	(.71)^K	(1.38)	(.62)	(.12)^J	(.04)
Net asset value, end of period	$ 13.83	$ 12.96	$ 13.55	$ 10.93	$ 11.22
Total Return^A	12.66%	6.29%	30.91%	(1.41)%	28.50%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.77%	.82%	.98%	1.12%	1.10%
Expenses net of fee waivers, if any	.76%	.82%	.98%	1.12%	1.10%
Expenses net of all reductions	.76%	.82%	.96%	1.11%	1.09%
Net investment income (loss)	.41%	.19%	.30%	.04%	(.04)%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,647,013	$ 2,425,973	$ 1,602,664	$ 1,329,447	$ 1,415,570
Portfolio turnover rate^D	59%	90%^I	77%	66%	73%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.27) %.

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

^H Amount represents less than $.01 per share.

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

^J Total distributions of $.12 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.113 per share.

^K Total distributions of $.71 per share is comprised of distributions from net investment income of $.042 and distributions from net realized gain of $.664 per share.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 13.04	$ 13.62	$ 10.99	$ 11.27	$ 8.79
Income from Investment Operations
Net investment income (loss)^B	.08	.05	.06	.03	.02^E
Net realized and unrealized gain (loss)	1.53	.77	3.21	(.18)	2.50
Total from investment operations	1.61	.82	3.27	(.15)	2.52
Distributions from net investment income	(.07)	(.01)	(.07)	(.01)	-^F
Distributions from net realized gain	(.66)	(1.39)	(.57)	(.11)	(.04)^F
Total distributions	(.73)	(1.40)	(.64)	(.13)^I	(.04)
Net asset value, end of period	$ 13.92	$ 13.04	$ 13.62	$ 10.99	$ 11.27
Total Return^A	12.87%	6.52%	31.09%	(1.23)%	28.74%
Ratios to Average Net Assets ^{C, G}
Expenses before reductions	.60%	.65%	.79%	.91%	.89%
Expenses net of fee waivers, if any	.60%	.65%	.79%	.91%	.89%
Expenses net of all reductions	.59%	.65%	.77%	.91%	.88%
Net investment income (loss)	.58%	.36%	.49%	.24%	.17%^E
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,921,501	$ 2,600,212	$ 1,351,926	$ 923,975	$ 478,821
Portfolio turnover rate^D	59%	90%^H	77%	66%	73%

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

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

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

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

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

^I Total distributions of $.13 per share is comprised of distributions from net investment income of $.012 and distributions from net realized gain of $.113 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

Fidelity Series Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Securities Fund (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 and, for shares of Series Small Cap Opportunities, FMR investment professionals. 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 Small Cap Opportunities 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.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

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 FMR Fair Value Committee (the Committee). 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:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Book-tax differences are primarily due to future transactions, foreign currency transactions, market discount, partnerships and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 1,145,896,165
Gross unrealized depreciation	(345,435,252)
Net unrealized appreciation (depreciation) on securities	$ 800,460,913

Tax Cost	$ 4,844,265,805

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

Undistributed ordinary income	$ 12,811,205
Undistributed long-term capital gain	$ 274,960,422
Net unrealized appreciation (depreciation) on securities and other investments	$ 800,421,010

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 111,703,354	$ 93,611,792
Long-term Capital Gains	186,026,707	264,189,163
Total	$ 297,730,061	$ 357,800,955

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.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $6,391,915 and a change in net unrealized appreciation (depreciation) of $91,405 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,123,618,646 and $3,373,569,732, respectively.

Annual Report

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 .45% 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 Small Cap Opportunities as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .57% 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 Small Cap Opportunities. 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 Small Cap Opportunities	$ 4,422,763	.17

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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 $8,049 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. 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 $4,824,526. 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 $1,576,483, including $66,216 from securities loaned to FCM.

Annual Report

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 $345,810 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expense by $443.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $22,755 and a portion of class-level operating expenses as follows:

	Amount
Series Small Cap Opportunities	$ 51,970

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Series Small Cap Opportunities	$ 8,552,160	$ 562,708
Class F	14,628,286	1,834,809
Total	$ 23,180,446	$ 2,397,517
From net realized gain
Series Small Cap Opportunities	$ 131,736,083	$ 185,928,427
Class F	142,813,532	169,475,011
Total	$ 274,549,615	$ 355,403,438

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Series Small Cap Opportunities
Shares sold	28,483,380	88,985,520^A	$ 373,867,989	$ 1,176,045,095^A
Reinvestment of distributions	11,011,697	14,725,510	140,288,243	186,491,135
Shares redeemed	(35,222,232)	(34,876,222)	(467,728,523)	(465,134,933)
Net increase (decrease)	4,272,845	68,834,808	$ 46,427,709	$ 897,401,297

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Class F
Shares sold	42,361,309	112,573,524^A	$ 560,257,508	$ 1,499,078,862^A
Reinvestment of distributions	12,293,383	13,452,037	157,441,818	171,309,820
Shares redeemed	(44,064,466)	(25,924,826)	(592,663,338)	(350,177,066)
Net increase (decrease)	10,590,226	100,100,735	$ 125,035,988	$ 1,320,211,616

^A Amount includes in-kind exchanges.

12. Other.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Series Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Small Cap Opportunities Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2015, 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 July 31, 2015, 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 Small Cap Opportunities Fund as of July 31, 2015, 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

September 17, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Small Cap Opportunities Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).

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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012- present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Series Small Cap Opportunities 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
Series Small Cap Opportunities	09/14/2015	09/11/2015	$0.027	$0.677
Class F	09/14/2015	09/11/2015	$0.040	$0.677

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2015, $295,810,485, or, if subsequently determined to be different, the net capital gain of such year.

Series Small Cap Opportunities designates 19% and 100%; and Class F designates 18% and 100% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Series Small Cap Opportunities designates 24% and 100%; and Class F designates 23% and 100% of the dividends distributed in September and December, respectively 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Small Cap Opportunities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Series Small Cap Opportunities Fund

dev102

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.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Series Small Cap Opportunities Fund

dev104

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, 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 its competitive median for 2014.

Annual Report

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 sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

SMO-ANN-0915
1.839807.108

Fidelity®

Series Real Estate Equity

Fund

Fidelity Series Real Estate Equity Fund

Class F

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Life of fund ^A
Fidelity® Series Real Estate Equity Fund	10.04%	14.63%
Class F	10.23%	14.85%

^A From October 20, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Real Estate Equity Fund, a class of the fund, on October 20, 2011, when the fund started. 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.

dev117

Annual Report

Management's Discussion of Fund Performance

Market Recap: The U.S. equity market gained strongly for the 12 months ending July 31, 2015 as stocks recovered from volatility in late 2014 and early 2015, supported by a still-positive economic backdrop. The S&P 500® Index returned 11.21%, with growth stocks in the index far outpacing value-oriented names on prospects for continued U.S. economic growth. As a result, the growth-oriented Nasdaq Composite Index® rose 18.71%, outpacing the broader S&P 500®, as well as the 12.03% advance of the smaller-cap Russell 2000® Index. Within the S&P 500®, seven of 10 sectors notched a gain, with significant performance variation. Health care (+27%) led the way, aided by merger activity. Consumer discretionary (+24%) benefited from spending linked to a seven-year low in unemployment. Strong first halves for consumer staples and the real estate segment of the financials sector yielded above-market returns (19% and 12%, respectively) for the full-year period. Conversely, energy (-26%) significantly lagged, due to a roughly 55% decline for U.S. crude-oil prices. Materials (-4%) also lost ground. At period end, investors remained focused on the slowing rate of U.S. earnings growth, the possible effect of a relatively stronger U.S. dollar on exports and inflation, and whether an economic slowdown in China would create ripples for the global economy.

Comments from Portfolio Manager Samuel Wald: For the year, the fund's share classes fell short of the 11.29% return of our sector benchmark, the Dow Jones U.S. Select Real Estate Securities Index^SM. (For specific class-level results, please see the Performance section of this report.) Versus the benchmark, the fund was hampered by security selection in the retail and health care sectors. Among retail REITs, underweightings in General Growth Properties (GGP) and Macerich notably detracted. I initially avoided GGP, a sizable index constituent, because I thought other retail REITs offered better risk/reward characteristics. But in March I took advantage of GGP's weakness to add exposure here. We also lacked exposure to Macerich, another index component, for much of the period. I eventually did establish a position in the stock, as I saw more performance potential over the medium term. Elsewhere, hotel REIT Felcor Lodging Trust struggled as one of its large redevelopment projects encountered delays. The fund benefited from underweighting Host Hotels & Resorts, which lagged along with the hotel sector. Other positives included self-storage operator Extra Space Storage and apartment REIT Essex Property Trust. Lastly, stock picking in the industrial/office sector was beneficial, led by Alexandria Real Estate Equities, an owner of laboratory space.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

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.

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period* February 1, 2015 to July 31, 2015
Series Real Estate Equity	.75%
Actual		$ 1,000.00	$ 934.10	$ 3.60
Hypothetical^A		$ 1,000.00	$ 1,021.08	$ 3.76
Class F	.59%
Actual		$ 1,000.00	$ 935.40	$ 2.83
Hypothetical^A		$ 1,000.00	$ 1,021.87	$ 2.96

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Simon Property Group, Inc.	10.2	12.3
Boston Properties, Inc.	5.6	5.8
Essex Property Trust, Inc.	5.1	4.9
Public Storage	4.5	3.3
HCP, Inc.	4.4	5.1
SL Green Realty Corp.	4.2	4.5
UDR, Inc.	3.9	3.3
Alexandria Real Estate Equities, Inc.	3.8	3.8
Extra Space Storage, Inc.	3.4	3.3
Ventas, Inc.	3.3	2.6
	48.4
Top Five REIT Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Apartments	18.0	17.2
REITs - Office Property	16.6	15.9
REITs - Regional Malls	15.7	15.6
REITs - Health Care	11.4	11.5
REITs - Shopping Centers	9.4	9.4

Asset Allocation (% of fund's net assets)
As of July 31, 2015		As of January 31, 2015
	Stocks 99.2%		Stocks 98.6%
	Short-Term Investments and Net Other Assets (Liabilities) 0.8%		Short-Term Investments and Net Other Assets (Liabilities) 1.4%

dev127

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value
REAL ESTATE INVESTMENT TRUSTS - 97.0%
REITs - Apartments - 18.0%
American Campus Communities, Inc.	569,500		$ 21,253,740
American Residential Properties, Inc.	203,200		3,759,200
AvalonBay Communities, Inc.	172,035		29,648,512
Camden Property Trust (SBI)	338,800		26,978,644
Equity Residential (SBI)	359,151		26,868,086
Essex Property Trust, Inc.	280,367		63,057,342
Mid-America Apartment Communities, Inc.	24,600		1,976,364
UDR, Inc.	1,415,000		47,841,150
TOTAL REITS - APARTMENTS			221,383,038
REITs - Diversified - 5.3%
Cousins Properties, Inc.	1,733,126		17,989,848
Digital Realty Trust, Inc.	336,800		21,646,136
Liberty Property Trust (SBI)	575,400		19,580,862
Vornado Realty Trust	66,100		6,448,055
TOTAL REITS - DIVERSIFIED			65,664,901
REITs - Health Care - 11.4%
Community Healthcare Trust, Inc.	59,800		1,128,426
HCP, Inc.	1,388,259		53,642,328
Health Care REIT, Inc.	230,849		16,013,995
Medical Properties Trust, Inc.	402,300		5,499,441
Sabra Health Care REIT, Inc.	493,913		13,508,521
Senior Housing Properties Trust (SBI)	597,400		10,317,098
Ventas, Inc.	599,137		40,196,101
TOTAL REITS - HEALTH CARE			140,305,910
REITs - Hotels - 6.4%
Ashford Hospitality Prime, Inc.	470,083		6,844,408
FelCor Lodging Trust, Inc.	2,954,013		27,649,562
Host Hotels & Resorts, Inc.	845,300		16,381,914
LaSalle Hotel Properties (SBI)	197,600		6,574,152
RLJ Lodging Trust	718,000		21,417,940
TOTAL REITS - HOTELS			78,867,976
REITs - Management/Investment - 0.3%
Weyerhaeuser Co.	109,900		3,372,831
Common Stocks - continued
	Shares		Value
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
REITs - Manufactured Homes - 1.9%
Sun Communities, Inc.	331,555		$ 23,046,388
REITs - Office Property - 16.6%
Alexandria Real Estate Equities, Inc.	510,308		47,310,655
Boston Properties, Inc.	560,149		69,055,169
Mack-Cali Realty Corp.	861,900		17,961,996
Parkway Properties, Inc.	1,038,400		18,628,896
SL Green Realty Corp.	450,432		51,862,740
TOTAL REITS - OFFICE PROPERTY			204,819,456
REITs - Regional Malls - 15.7%
General Growth Properties, Inc.	826,800		22,439,352
Simon Property Group, Inc.	665,023		124,505,604
Taubman Centers, Inc.	359,422		26,884,766
The Macerich Co.	236,300		18,705,508
TOTAL REITS - REGIONAL MALLS			192,535,230
REITs - Shopping Centers - 9.4%
Cedar Shopping Centers, Inc.	1,640,990		10,994,633
Federal Realty Investment Trust (SBI)	283,552		38,787,078
Kite Realty Group Trust	421,950		11,139,480
Ramco-Gershenson Properties Trust (SBI)	475,300		8,051,582
Urban Edge Properties	1,496,550		32,130,929
WP Glimcher, Inc.	1,038,211		14,057,377
TOTAL REITS - SHOPPING CENTERS			115,161,079
REITs - Storage - 7.9%
Extra Space Storage, Inc.	561,300		41,266,776
Public Storage	270,887		55,580,595
TOTAL REITS - STORAGE			96,847,371
REITs - Warehouse/Industrial - 4.1%
DCT Industrial Trust, Inc.	870,975		30,275,091
Common Stocks - continued
	Shares		Value
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
REITs - Warehouse/Industrial - continued
Prologis, Inc.	347,006		$ 14,091,914
Terreno Realty Corp.	297,700		6,242,769
TOTAL REITS - WAREHOUSE/INDUSTRIAL			50,609,774
TOTAL REAL ESTATE INVESTMENT TRUSTS			1,192,613,954
REAL ESTATE MANAGEMENT & DEVELOPMENT - 2.2%
Real Estate Operating Companies - 2.2%
Forest City Enterprises, Inc. Class A (a)	1,189,642		27,778,141
TOTAL COMMON STOCKS (Cost $1,023,936,484)		1,220,392,095
Money Market Funds - 0.5%

Fidelity Cash Central Fund, 0.17% (b) (Cost $5,663,318)	5,663,318		5,663,318
TOTAL INVESTMENT PORTFOLIO - 99.7% (Cost $1,029,599,802)			1,226,055,413
NET OTHER ASSETS (LIABILITIES) - 0.3%			3,482,693
NET ASSETS - 100%		$ 1,229,538,106

Legend

(a) Non-income producing

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	$ 14,841
Fidelity Securities Lending Cash Central Fund	50,964
Total	$ 65,805

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,023,936,484)	$ 1,220,392,095
Fidelity Central Funds (cost $5,663,318)	5,663,318
Total Investments (cost $1,029,599,802)		$ 1,226,055,413
Receivable for investments sold		7,453,321
Receivable for fund shares sold		18,877,259
Dividends receivable		232,985
Distributions receivable from Fidelity Central Funds		1,005
Other receivables		35,650
Total assets		1,252,655,633

Liabilities
Payable for investments purchased	$ 21,418,505
Payable for fund shares redeemed	999,201
Accrued management fee	547,572
Other affiliated payables	107,601
Other payables and accrued expenses	44,648
Total liabilities		23,117,527

Net Assets		$ 1,229,538,106
Net Assets consist of:
Paid in capital		$ 944,469,177
Undistributed net investment income		4,163,387
Accumulated undistributed net realized gain (loss) on investments		84,449,931
Net unrealized appreciation (depreciation) on investments		196,455,611
Net Assets		$ 1,229,538,106

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

Annual Report

Statement of Assets and Liabilities - continued

		July 31, 2015

Series Real Estate Equity: Net Asset Value, offering price and redemption price per share ($577,786,433 ÷ 40,733,215 shares)		$ 14.18

Class F: Net Asset Value, offering price and redemption price per share ($651,751,673 ÷ 45,936,475 shares)		$ 14.19

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended July 31, 2015

Investment Income
Dividends		$ 30,458,324
Income from Fidelity Central Funds		65,805
Total income		30,524,129

Expenses
Management fee	$ 6,878,733
Transfer agent fees	974,476
Accounting and security lending fees	406,085
Custodian fees and expenses	34,450
Independent trustees' compensation	5,279
Audit	50,940
Legal	2,989
Interest	3,448
Miscellaneous	8,733
Total expenses before reductions	8,365,133
Expense reductions	(128,767)	8,236,366
Net investment income (loss)		22,287,763
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		105,851,825
Change in net unrealized appreciation (depreciation) on investment securities		7,806,315
Net gain (loss)		113,658,140
Net increase (decrease) in net assets resulting from operations		$ 135,945,903

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 22,287,763	$ 21,695,094
Net realized gain (loss)	105,851,825	51,455,849
Change in net unrealized appreciation (depreciation)	7,806,315	71,304,807
Net increase (decrease) in net assets resulting from operations	135,945,903	144,455,750
Distributions to shareholders from net investment income	(22,136,162)	(19,187,861)
Distributions to shareholders from net realized gain	(71,866,191)	(29,660,377)
Total distributions	(94,002,353)	(48,848,238)
Share transactions - net increase (decrease)	(57,207,882)	124,245,341
Total increase (decrease) in net assets	(15,264,332)	219,852,853

Net Assets
Beginning of period	1,244,802,438	1,024,949,585
End of period (including undistributed net investment income of $4,163,387 and undistributed net investment income of $4,533,326, respectively)	$ 1,229,538,106	$ 1,244,802,438

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

Annual Report

Financial Highlights - Series Real Estate Equity

Years ended July 31,	2015	2014	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.85	$ 12.87	$ 12.39	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.24	.23	.18	.11
Net realized and unrealized gain (loss)	1.11	1.31	.78	2.38
Total from investment operations	1.35	1.54	.96	2.49
Distributions from net investment income	(.23)	(.21)	(.17)	(.08)
Distributions from net realized gain	(.79)	(.35)	(.31)	(.02)
Total distributions	(1.02)	(.56)	(.48)	(.10)
Net asset value, end of period	$ 14.18	$ 13.85	$ 12.87	$ 12.39
Total Return^{B, C}	10.04%	12.72%	8.06%	25.03%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.76%	.77%	.79%	.81%^A
Expenses net of fee waivers, if any	.75%	.77%	.79%	.81%^A
Expenses net of all reductions	.74%	.76%	.78%	.81%^A
Net investment income (loss)	1.69%	1.84%	1.44%	1.27%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 577,786	$ 598,298	$ 531,188	$ 475,392
Portfolio turnover rate^F	60%	69%	48%	40%^A

^A Annualized

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

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

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

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

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

^G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

^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. Expense ratios before reductions for start-up periods may not be representative of long-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.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2015	2014	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.86	$ 12.87	$ 12.39	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.26	.26	.21	.13
Net realized and unrealized gain (loss)	1.11	1.31	.78	2.37
Total from investment operations	1.37	1.57	.99	2.50
Distributions from net investment income	(.25)	(.23)	(.20)	(.09)
Distributions from net realized gain	(.79)	(.35)	(.31)	(.02)
Total distributions	(1.04)	(.58)	(.51)	(.11)
Net asset value, end of period	$ 14.19	$ 13.86	$ 12.87	$ 12.39
Total Return^{B, C}	10.23%	13.01%	8.27%	25.16%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.59%	.59%	.60%	.61%^A
Expenses net of fee waivers, if any	.59%	.59%	.60%	.61%^A
Expenses net of all reductions	.58%	.59%	.59%	.61%^A
Net investment income (loss)	1.86%	2.02%	1.63%	1.47%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 651,752	$ 646,504	$ 493,761	$ 323,523
Portfolio turnover rate^F	60%	69%	48%	40%^A

^A Annualized

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

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

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

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

^G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

^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. Expense ratios before reductions for start-up periods may not be representative of long-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.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

Fidelity Series Real Estate Equity Fund (the Fund) is a non-diversified fund of Fidelity Securities Fund (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 Real Estate Equity 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.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the FMR Fair Value Committee (the Committee). 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:

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

Book-tax differences are primarily due to 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	$ 219,335,385
Gross unrealized depreciation	(25,371,761)
Net unrealized appreciation (depreciation) on securities	$ 193,963,624

Tax Cost	$ 1,032,091,789

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 19,154,345
Undistributed long-term capital gain	$ 71,950,959
Net unrealized appreciation (depreciation) on securities and other investments	$ 193,963,624

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 23,076,953	$ 25,299,133
Long-term Capital Gains	70,925,400	23,549,105
Total	$ 94,002,353	$ 48,848,238

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $746,641,028 and $854,467,059, respectively.

5. Fees and Other Transactions with Affiliates.

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 Real Estate Equity. 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.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Class-Level Average Net Assets
Series Real Estate Equity	$ 974,476	.17

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 30,168,667	.34%	$ 3,448

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 $1,837 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

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. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $50,964. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $4,697 and a portion of class-level operating expenses as follows:

	Amount
Series Real Estate Equity	$ 13,041

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Series Real Estate Equity	$ 9,854,635	$ 9,282,647
Class F	12,281,527	9,905,214
Total	$ 22,136,162	$ 19,187,861
From net realized gain
Series Real Estate Equity	$ 34,110,116	$ 14,856,526
Class F	37,756,075	14,803,851
Total	$ 71,866,191	$ 29,660,377

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Series Real Estate Equity
Shares sold	5,563,053	12,135,298	$ 79,011,834	$ 155,920,114
Reinvestment of distributions	3,171,934	2,036,221	43,964,751	24,139,173
Shares redeemed	(11,198,553)	(12,260,138)	(163,372,510)	(160,457,152)
Net increase (decrease)	(2,463,566)	1,911,381	$ (40,395,925)	$ 19,602,135
Class F
Shares sold	8,500,030	17,886,060	$ 120,305,866	$ 232,091,231
Reinvestment of distributions	3,607,000	2,085,724	50,037,602	24,709,065
Shares redeemed	(12,831,072)	(11,669,575)	(187,155,425)	(152,157,090)
Net increase (decrease)	(724,042)	8,302,209	$ (16,811,957)	$ 104,643,206

11. Other.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Series Real Estate Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Real Estate Equity Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2015, 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.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Real Estate Equity Fund as of July 31, 2015, 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

September 17, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Annual Report

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Christopher S. Bartel (1971)
Year of Election or Appointment: 2011 Vice President
	Mr. Bartel also serves as Vice President of other funds. Mr. Bartel serves as a Director, President, and Chief Executive Officer of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-present), a Director of Fidelity Management & Research (Hong Kong) (investment adviser firm, 2012-present), and Senior Vice President of Global Equity Research (2010-present). Previously, Mr. Bartel served as Senior Vice President of Equity Research (2009-2010), Managing Director of Research (2006-2009), and an analyst and portfolio manager (2000-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
<R>	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company), Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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 Alliance Bernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).</R>
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2011 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of 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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Series Real Estate Equity Fund voted to pay 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
Series Real Estate Equity	9/14/15	9/11/15	$0.064	$0.983
Class F	9/14/15	9/11/15	$0.069	$0.983

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2015, $91,377,682, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.01% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Real Estate Equity Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index for the most recent one- and three-year periods, as shown below. A peer group is not shown below because the fund does not generally utilize a peer group for performance comparison purposes.

Annual Report

Fidelity Series Real Estate Equity Fund

dev129

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Real Estate Equity Fund

dev131

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 2014.

Annual Report

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. 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 its competitive median for 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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 sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). 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.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

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

SLE-ANN-0915
1.930453.103

Fidelity®

Blue Chip Value

Fund

Annual Report

July 31, 2015

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past 6 months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Fidelity® Blue Chip Value Fund	12.52%	13.19%	4.98%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Value Fund on July 31, 2005. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

dev144

Annual Report

Management's Discussion of Fund Performance

Comments from Portfolio Manager Sean Gavin: For the year, the fund substantially outpaced the 6.40% return of the benchmark Russell 1000® Value Index. (For specific results, please see the Performance section of this report.) The health care sector led the way versus the benchmark, as the fund received a boost from both my stock choices and decision to underweight this strong group. A non-benchmark stake in Teva Pharmaceuticals was a big contributor, as was health insurance provider Cigna, which in June agreed to be purchased for a premium by a larger competitor. This caused Cigna's stock to exceed my target price, and I sold the position soon afterwards. The fund's positioning also was helpful in the energy sector. That said, several of the fund's biggest individual detractors were energy stocks hampered by continued-low oil prices, including out-of-index holdings BW Offshore and Suncor Energy. Conversely, subpar stock picking in the media industry detracted, especially a position in Viacom. This non-benchmark stock continued to meet my valuation and quality criteria as of period end. However, it encountered a number of business challenges - all of them short term, in my view - that caused the stock to return roughly -25%. Currency effects also hurt performance, as a relatively strong U.S. dollar sapped the fund's non-U.S. investments, including Canada's Suncor. Of final note, a position in Internet search company Google was a meaningful contributor.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

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.

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period* February 1, 2015 to July 31, 2015
Actual	.90%	$ 1,000.00	$ 1,065.00	$ 4.61
Hypothetical^A		$ 1,000.00	$ 1,020.33	$ 4.51

^A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Teva Pharmaceutical Industries Ltd. sponsored ADR	4.5	3.9
JPMorgan Chase & Co.	3.6	2.8
Wells Fargo & Co.	3.4	3.2
Oracle Corp.	3.3	3.6
Johnson & Johnson	3.2	0.0
Berkshire Hathaway, Inc. Class B	3.1	3.4
Google, Inc. Class A	3.0	3.2
AutoZone, Inc.	2.7	2.8
EMC Corp.	2.6	2.9
Chevron Corp.	2.4	2.9
	31.8
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	27.0	26.4
Information Technology	18.9	19.8
Health Care	14.8	14.9
Consumer Discretionary	10.1	12.7
Energy	7.6	8.0

Asset Allocation (% of fund's net assets)
As of July 31, 2015*			As of January 31, 2015**
	Stocks 90.9%			Stocks 93.0%
	Short-Term Investments and Net Other Assets (Liabilities) 9.1%			Short-Term Investments and Net Other Assets (Liabilities) 7.0%
* Foreign investments		18.6%	** Foreign investments		22.3%

dev154

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 90.9%
	Shares		Value
CONSUMER DISCRETIONARY - 10.1%
Automobiles - 1.2%
Harley-Davidson, Inc.	87,500		$ 5,101,250
Leisure Products - 0.8%
Mattel, Inc.	141,900		3,293,499
Media - 3.3%
Starz Series A (a)	115,300		4,663,885
Viacom, Inc. Class B (non-vtg.)	152,000		8,664,000
			13,327,885
Specialty Retail - 4.8%
AutoZone, Inc. (a)	15,700		11,004,758
Bed Bath & Beyond, Inc. (a)	63,200		4,122,536
GNC Holdings, Inc.	92,800		4,566,688
			19,693,982
TOTAL CONSUMER DISCRETIONARY			41,416,616
CONSUMER STAPLES - 3.9%
Beverages - 1.7%
C&C Group PLC	1,825,414		7,112,892
Food & Staples Retailing - 2.2%
Safeway, Inc.:
rights (a)	48,800		0
rights (a)	48,800		8,784
Tesco PLC	770,200		2,590,137
Wal-Mart Stores, Inc.	86,500		6,226,270
			8,825,191
TOTAL CONSUMER STAPLES			15,938,083
ENERGY - 7.6%
Energy Equipment & Services - 0.8%
BW Offshore Ltd.	5,203,200		3,121,238
Oil, Gas & Consumable Fuels - 6.8%
Chevron Corp.	111,735		9,886,313
Exxon Mobil Corp.	22,800		1,805,988
Marathon Petroleum Corp.	176,400		9,643,788
Suncor Energy, Inc.	242,300		6,825,196
			28,161,285
TOTAL ENERGY			31,282,523
Common Stocks - continued
	Shares		Value
FINANCIALS - 27.0%
Banks - 8.8%
JPMorgan Chase & Co.	216,716		$ 14,851,547
U.S. Bancorp	168,197		7,604,186
Wells Fargo & Co.	239,998		13,888,684
			36,344,417
Capital Markets - 2.3%
Fortress Investment Group LLC	624,100		4,268,844
The Blackstone Group LP	131,400		5,157,450
			9,426,294
Consumer Finance - 2.9%
Capital One Financial Corp.	77,533		6,303,433
Discover Financial Services	98,800		5,514,028
			11,817,461
Diversified Financial Services - 3.1%
Berkshire Hathaway, Inc. Class B (a)	90,700		12,946,518
Insurance - 6.8%
ACE Ltd.	55,400		6,025,858
Allstate Corp.	94,900		6,543,355
Prudential PLC	367,866		8,654,203
The Travelers Companies, Inc.	62,000		6,579,440
			27,802,856
Real Estate Investment Trusts - 3.1%
American Capital Agency Corp.	255,500		4,920,930
Annaly Capital Management, Inc.	784,200		7,802,790
			12,723,720
TOTAL FINANCIALS			111,061,266
HEALTH CARE - 14.8%
Biotechnology - 1.9%
Amgen, Inc.	45,500		8,034,845
Health Care Providers & Services - 3.1%
Express Scripts Holding Co. (a)	70,100		6,313,907
Laboratory Corp. of America Holdings (a)	50,200		6,389,958
			12,703,865
Pharmaceuticals - 9.8%
Johnson & Johnson	131,500		13,177,615
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Sanofi SA sponsored ADR	156,300		$ 8,438,637
Teva Pharmaceutical Industries Ltd. sponsored ADR	268,300		18,518,067
			40,134,319
TOTAL HEALTH CARE			60,873,029
INDUSTRIALS - 3.5%
Aerospace & Defense - 1.1%
United Technologies Corp.	45,100		4,523,981
Machinery - 2.4%
Deere & Co.	103,600		9,797,452
TOTAL INDUSTRIALS			14,321,433
INFORMATION TECHNOLOGY - 18.9%
Communications Equipment - 3.8%
Cisco Systems, Inc.	287,685		8,176,008
Harris Corp.	87,500		7,257,250
			15,433,258
Electronic Equipment & Components - 0.6%
Keysight Technologies, Inc. (a)	77,800		2,376,012
Internet Software & Services - 3.0%
Google, Inc. Class A (a)	18,900		12,426,750
IT Services - 3.2%
IBM Corp.	37,600		6,090,824
The Western Union Co.	352,800		7,140,672
			13,231,496
Software - 3.3%
Oracle Corp.	343,500		13,719,390
Technology Hardware, Storage & Peripherals - 5.0%
EMC Corp.	403,500		10,850,115
Samsung Electronics Co. Ltd.	9,705		9,862,805
			20,712,920
TOTAL INFORMATION TECHNOLOGY			77,899,826
Common Stocks - continued
	Shares		Value
MATERIALS - 3.1%
Chemicals - 3.1%
Agrium, Inc.	43,900		$ 4,491,203
CF Industries Holdings, Inc.	137,400		8,134,080
			12,625,283
UTILITIES - 2.0%
Electric Utilities - 2.0%
Exelon Corp.	260,100		8,346,609
TOTAL COMMON STOCKS (Cost $354,213,822)		373,764,668
Money Market Funds - 8.8%

Fidelity Cash Central Fund, 0.17% (b) (Cost $36,019,324)	36,019,324		36,019,324
TOTAL INVESTMENT PORTFOLIO - 99.7% (Cost $390,233,146)			409,783,992
NET OTHER ASSETS (LIABILITIES) - 0.3%			1,184,467
NET ASSETS - 100%		$ 410,968,459

Legend

(a) Non-income producing

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	$ 27,301
Fidelity Securities Lending Cash Central Fund	13,385
Total	$ 40,686

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 41,416,616	$ 41,416,616	$ -	$ -
Consumer Staples	15,938,083	13,339,162	2,590,137	8,784
Energy	31,282,523	31,282,523	-	-
Financials	111,061,266	102,407,063	8,654,203	-
Health Care	60,873,029	60,873,029	-	-
Industrials	14,321,433	14,321,433	-	-
Information Technology	77,899,826	77,899,826	-	-
Materials	12,625,283	12,625,283	-	-
Utilities	8,346,609	8,346,609	-	-
Money Market Funds	36,019,324	36,019,324	-	-
Total Investments in Securities:	$ 409,783,992	$ 398,530,868	$ 11,244,340	$ 8,784

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

United States of America	81.4%
Israel	4.5%
Canada	2.8%
United Kingdom	2.8%
Korea (South)	2.4%
France	2.1%
Ireland	1.7%
Switzerland	1.5%
Others (Individually Less Than 1%)	0.8%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

		July 31, 2015

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $354,213,822)	$ 373,764,668
Fidelity Central Funds (cost $36,019,324)	36,019,324
Total Investments (cost $390,233,146)		$ 409,783,992
Receivable for investments sold		1,445,447
Receivable for fund shares sold		1,803,267
Dividends receivable		215,977
Distributions receivable from Fidelity Central Funds		4,933
Other receivables		1,275
Total assets		413,254,891

Liabilities
Payable for investments purchased	$ 1,732,733
Payable for fund shares redeemed	188,166
Accrued management fee	234,843
Other affiliated payables	81,000
Other payables and accrued expenses	49,690
Total liabilities		2,286,432

Net Assets		$ 410,968,459
Net Assets consist of:
Paid in capital		$ 457,305,206
Undistributed net investment income		4,925,285
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(70,812,735)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		19,550,703
Net Assets, for 24,339,531 shares outstanding		$ 410,968,459

Net Asset Value, offering price and redemption price per share ($410,968,459 ÷ 24,339,531 shares)		$ 16.88

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

Annual Report

Financial Statements - continued

Statement of Operations

Year ended July 31, 2015
Investment Income
Dividends		$ 7,765,315
Special dividends		2,866,372
Interest		5
Income from Fidelity Central Funds		40,686
Total income		10,672,378

Expenses
Management fee
Basic fee	$ 1,972,751
Performance adjustment	(31,422)
Transfer agent fees	757,834
Accounting and security lending fees	140,088
Custodian fees and expenses	13,800
Independent trustees' compensation	1,496
Registration fees	30,108
Audit	60,160
Legal	1,343
Miscellaneous	2,274
Total expenses before reductions	2,948,432
Expense reductions	(11,827)	2,936,605
Net investment income (loss)		7,735,773
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	31,049,097
Foreign currency transactions	(34,641)
Futures contracts	6,346
Total net realized gain (loss)		31,020,802
Change in net unrealized appreciation (depreciation) on: Investment securities	2,266,553
Assets and liabilities in foreign currencies	(128)
Total change in net unrealized appreciation (depreciation)		2,266,425
Net gain (loss)		33,287,227
Net increase (decrease) in net assets resulting from operations		$ 41,023,000

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,735,773	$ 4,422,152
Net realized gain (loss)	31,020,802	49,264,536
Change in net unrealized appreciation (depreciation)	2,266,425	(4,025,531)
Net increase (decrease) in net assets resulting from operations	41,023,000	49,661,157
Distributions to shareholders from net investment income	(4,830,518)	(2,139,474)
Share transactions
Proceeds from sales of shares	115,913,276	137,673,635
Reinvestment of distributions	4,701,954	2,081,150
Cost of shares redeemed	(75,665,221)	(139,310,785)
Net increase (decrease) in net assets resulting from share transactions	44,950,009	444,000
Total increase (decrease) in net assets	81,142,491	47,965,683

Net Assets
Beginning of period	329,825,968	281,860,285
End of period (including undistributed net investment income of $4,925,285 and undistributed net investment income of $2,682,966, respectively)	$ 410,968,459	$ 329,825,968
Other Information Shares
Sold	7,061,079	9,827,800
Issued in reinvestment of distributions	302,238	150,333
Redeemed	(4,693,685)	(9,464,241)
Net increase (decrease)	2,669,632	513,892

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

Annual Report

Financial Highlights

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 15.22	$ 13.32	$ 10.26	$ 10.86	$ 9.82
Income from Investment Operations
Net investment income (loss)^B	.35^E	.18	.18	.18	.14
Net realized and unrealized gain (loss)	1.54	1.81	3.17	(.62)	1.04
Total from investment operations	1.89	1.99	3.35	(.44)	1.18
Distributions from net investment income	(.23)	(.09)	(.29)	(.16)	(.14)
Distributions from net realized gain	-	-	-	-	(.01)
Total distributions	(.23)	(.09)	(.29)	(.16)	(.14)^H
Net asset value, end of period	$ 16.88	$ 15.22	$ 13.32	$ 10.26	$ 10.86
Total Return^A	12.52%	14.99%	33.33%	(3.95)%	12.14%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.82%	.66%	.64%	.77%	.75%
Expenses net of fee waivers, if any	.82%	.66%	.64%	.77%	.75%
Expenses net of all reductions	.82%	.66%	.62%	.76%	.74%
Net investment income (loss)	2.15%^E	1.28%	1.58%	1.76%	1.31%
Supplemental Data
Net assets, end of period (000 omitted)	$ 410,968	$ 329,826	$ 281,860	$ 238,132	$ 433,047
Portfolio turnover rate^D	138%	102%^G	88%	102%	141%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.35%.

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

^H Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

1. Organization.

Fidelity Blue Chip Value Fund (the Fund) is a fund of Fidelity Securities Fund (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 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.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

& Research Company (FMR) Fair Value Committee (the Committee). 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:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2015, 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, partnerships, 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	$ 34,483,620
Gross unrealized depreciation	(17,791,185)
Net unrealized appreciation (depreciation) on securities	$ 16,692,435

Tax Cost	$ 393,091,557

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

Undistributed ordinary income	$ 4,925,285
Capital loss carryforward	$ (67,954,324)
Net unrealized appreciation (depreciation) on securities and other investments	$ 16,692,292

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 carryforward 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	$ (12,454,196)
2018	(55,500,128)
Total capital loss carryforward	$ (67,954,324)

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 4,830,518	$ 2,139,474

4. Derivative Instruments.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

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

Equity Risk

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

During the period the Fund recognized net realized gain (loss) of $6,346 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 $498,364,266 and $470,758,730, 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 Fund's relative investment performance as compared to its benchmark index, the Russell 1000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .54% 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the 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 .21% of average net assets.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $514 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.

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $13,385. 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 $2,080 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $304.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $1,537 and a portion of class-level operating expenses in the amount of $7,906.

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Value 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 Blue Chip Value Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Blue Chip Value 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 18, 2015

Annual Report

Trustees and Officers

Annual Report

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
<R>	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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 Alliance Bernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).</R>
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010/2015 Vice President
	Mr. Hense serves as Vice President of Fidelity Advisor Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The fund designates 100% and 96% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed in September and December, respectively 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in September 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Value Fund

dev156

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

Annual Report

Fidelity Blue Chip Value Fund

dev158

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, 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 its competitive median for 2014.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Japan) Limited

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

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

Fidelity Automated Service
Telephone (FAST®) dev160
1-800-544-5555

Automated line for quickest service

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

BCV-UANN-0915
1.789709.112

Fidelity®

Dividend Growth

Fund

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Fidelity® Dividend Growth Fund	9.54%	14.68%	7.39%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund, a class of the fund, on July 31, 2005. 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.

mju24

Annual Report

Management's Discussion of Fund Performance

Comments from Portfolio Manager Ramona Persaud: For the year, the fund's share classes underperformed the benchmark S&P 500®. (For specific class-level results, please see the Performance section of this report.) Versus the benchmark, stock picking in materials and information technology hurt performance, as did positioning in consumer discretionary and the fund's cash position, the latter of which detracted in an up market. While both security selection and an underweighting in the lagging energy sector were relative contributors overall, an overweighting in integrated-oil giant Chevron, one of the fund's largest holdings, proved the fund's largest individual detractor. Its shares suffered along with the entire sector as energy prices collapsed. Overall, the fund's foreign investments were a plus versus the benchmark, despite the continued rise of the U.S. dollar. Included was a non-benchmark stake in European telecom and media company Altice, the fund's top individual contributor. Shares of Luxembourg-based Altice rose on news of acquisitions in Portugal and France.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period* February 1, 2015 to July 31, 2015
Dividend Growth	.69%
Actual		$ 1,000.00	$ 1,063.30	$ 3.53
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.46
Class K	.58%
Actual		$ 1,000.00	$ 1,063.90	$ 2.97
Hypothetical^A		$ 1,000.00	$ 1,021.92	$ 2.91

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.7	4.4
JPMorgan Chase & Co.	2.9	1.8
General Electric Co.	2.6	1.8
Johnson & Johnson	2.6	2.4
Wells Fargo & Co.	2.5	2.1
Google, Inc. Class C	2.5	2.3
Microsoft Corp.	2.5	2.6
Exxon Mobil Corp.	2.3	1.9
CVS Health Corp.	2.3	1.4
Medtronic PLC	2.0	2.0
	26.9
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	23.3	21.5
Financials	17.3	14.0
Health Care	15.2	17.0
Consumer Staples	12.0	11.7
Industrials	9.6	7.7

Asset Allocation (% of fund's net assets)
As of July 31, 2015 *			As of January 31, 2015 **
	Stocks 97.5%			Stocks 97.2%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 2.4%			Short-Term Investments and Net Other Assets (Liabilities) 2.7%
* Foreign investments		15.5%	** Foreign investments		17.0%

mju38

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 9.2%
Diversified Consumer Services - 0.6%
H&R Block, Inc.	1,512,420		$ 50,348
Hotels, Restaurants & Leisure - 1.1%
Las Vegas Sands Corp.	390,400		21,878
Wyndham Worldwide Corp.	831,491		68,615
			90,493
Leisure Products - 0.3%
Vista Outdoor, Inc. (a)	438,400		20,679
Media - 2.6%
Altice SA (a)	506,500		63,970
Comcast Corp. Class A	2,482,696		154,945
			218,915
Multiline Retail - 1.9%
Dillard's, Inc. Class A	559,900		57,043
Target Corp.	1,298,600		106,290
			163,333
Specialty Retail - 1.9%
AutoZone, Inc. (a)	109,500		76,753
Foot Locker, Inc.	1,229,479		86,740
			163,493
Textiles, Apparel & Luxury Goods - 0.8%
Fossil Group, Inc. (a)	316,000		21,725
VF Corp.	583,100		44,951
			66,676
TOTAL CONSUMER DISCRETIONARY			773,937
CONSUMER STAPLES - 12.0%
Beverages - 3.7%
Constellation Brands, Inc. Class A (sub. vtg.)	438,200		52,593
Dr. Pepper Snapple Group, Inc.	482,108		38,675
PepsiCo, Inc.	1,008,100		97,130
The Coca-Cola Co.	2,936,038		120,612
			309,010
Food & Staples Retailing - 4.2%
CVS Health Corp.	1,676,300		188,533
Kroger Co.	933,418		36,627
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	489,201		$ 23,325
Walgreens Boots Alliance, Inc.	1,077,636		104,132
			352,617
Food Products - 0.5%
Greencore Group PLC	6,474,677		31,992
Hilton Food Group PLC	1,939,205		13,340
			45,332
Household Products - 1.8%
Energizer Holdings, Inc.	154,300		5,942
Procter & Gamble Co.	1,912,600		146,696
			152,638
Personal Products - 0.2%
Edgewell Personal Care Co. (a)	154,300		14,768
Tobacco - 1.6%
British American Tobacco PLC (United Kingdom)	541,303		32,140
Imperial Tobacco Group PLC	822,622		43,228
Japan Tobacco, Inc.	1,532,800		59,532
			134,900
TOTAL CONSUMER STAPLES			1,009,265
ENERGY - 7.2%
Energy Equipment & Services - 0.0%
Aspen Aerogels, Inc. (a)	587,999		3,875
Oil, Gas & Consumable Fuels - 7.2%
Chevron Corp.	1,827,300		161,680
Columbia Pipeline Group, Inc.	1,146,600		33,458
Emerald Oil, Inc. warrants 2/4/16 (a)	8,559		0
EQT Midstream Partners LP	248,000		19,537
Exxon Mobil Corp.	2,424,497		192,044
Imperial Oil Ltd.	816,200		30,199
Kinder Morgan, Inc.	2,231,100		77,285
Northern Oil & Gas, Inc. (a)	1,037,290		4,938
PrairieSky Royalty Ltd. (d)	971,100		19,937
Suncor Energy, Inc.	2,306,200		64,962
			604,040
TOTAL ENERGY			607,915
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 17.3%
Banks - 11.5%
Bank of America Corp.	8,043,817		$ 143,823
Citigroup, Inc.	2,279,961		133,287
JPMorgan Chase & Co.	3,539,635		242,571
PacWest Bancorp	1,236,200		57,224
SunTrust Banks, Inc.	1,316,300		58,365
U.S. Bancorp	2,678,069		121,075
Wells Fargo & Co.	3,613,193		209,095
			965,440
Capital Markets - 1.8%
Ameriprise Financial, Inc.	485,600		61,025
Diamond Hill Investment Group, Inc.	47,038		9,054
Franklin Resources, Inc.	437,400		19,924
The Blackstone Group LP	1,646,084		64,609
			154,612
Consumer Finance - 1.1%
Capital One Financial Corp.	1,193,567		97,037
Imperial Holdings, Inc. warrants 4/11/19	48,012		10
			97,047
Diversified Financial Services - 1.2%
McGraw Hill Financial, Inc.	965,827		98,273
Insurance - 1.1%
MetLife, Inc.	884,100		49,280
The Chubb Corp.	322,800		40,134
			89,414
Real Estate Investment Trusts - 0.6%
American Tower Corp.	519,100		49,372
TOTAL FINANCIALS			1,454,158
HEALTH CARE - 15.2%
Biotechnology - 1.3%
Amgen, Inc.	612,410		108,145
Health Care Equipment & Supplies - 2.8%
Medtronic PLC	2,130,103		166,979
The Cooper Companies, Inc.	358,484		63,452
			230,431
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 1.8%
Cardinal Health, Inc.	789,503		$ 67,092
McKesson Corp.	396,058		87,359
			154,451
Health Care Technology - 0.2%
CompuGroup Medical AG	535,522		16,912
Pharmaceuticals - 9.1%
AbbVie, Inc.	1,437,300		100,625
Allergan PLC (a)	361,900		119,843
Astellas Pharma, Inc.	2,833,000		42,677
Johnson & Johnson	2,165,943		217,049
Sanofi SA sponsored ADR	1,269,900		68,562
Shire PLC	1,026,500		91,252
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,843,900		127,266
			767,274
TOTAL HEALTH CARE			1,277,213
INDUSTRIALS - 9.6%
Aerospace & Defense - 2.5%
The Boeing Co.	872,900		125,846
United Technologies Corp.	871,766		87,447
			213,293
Air Freight & Logistics - 0.8%
FedEx Corp.	371,952		63,760
Construction & Engineering - 0.1%
Astaldi SpA	658,500		6,335
Electrical Equipment - 0.7%
BWX Technologies, Inc.	2,487,600		61,095
Industrial Conglomerates - 4.4%
Danaher Corp.	986,292		90,305
General Electric Co.	8,575,500		223,821
Roper Industries, Inc.	336,044		56,210
			370,336
Machinery - 0.8%
Deere & Co.	725,300		68,592
Road & Rail - 0.3%
CSX Corp.	829,700		25,953
TOTAL INDUSTRIALS			809,364
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 23.3%
Communications Equipment - 3.2%
Cisco Systems, Inc.	4,609,986		$ 131,016
QUALCOMM, Inc.	2,161,983		139,210
			270,226
Electronic Equipment & Components - 0.9%
TE Connectivity Ltd.	1,178,294		71,782
Internet Software & Services - 2.5%
Google, Inc. Class C	333,206		208,457
IT Services - 3.7%
ASAC II LP (a)(e)	2,514,134		43,673
Fidelity National Information Services, Inc.	1,007,950		65,950
IBM Corp.	771,800		125,024
Leidos Holdings, Inc.	421,100		17,181
Science Applications International Corp.	241,500		12,964
Total System Services, Inc.	1,059,500		48,970
			313,762
Software - 5.4%
Activision Blizzard, Inc.	1,709,717		44,094
Micro Focus International PLC	1,907,363		41,641
Microsoft Corp.	4,447,716		207,708
Oracle Corp.	4,072,160		162,642
			456,085
Technology Hardware, Storage & Peripherals - 7.6%
Apple, Inc.	3,236,218		392,557
EMC Corp.	4,270,300		114,828
Hewlett-Packard Co.	2,616,800		79,865
Samsung Electronics Co. Ltd.	19,759		20,080
Western Digital Corp.	369,400		31,791
			639,121
TOTAL INFORMATION TECHNOLOGY			1,959,433
MATERIALS - 2.8%
Chemicals - 2.5%
CF Industries Holdings, Inc.	1,266,900		75,000
LyondellBasell Industries NV Class A	603,500		56,626
Monsanto Co.	415,700		42,356
Potash Corp. of Saskatchewan, Inc.	1,412,000		38,413
			212,395
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Containers & Packaging - 0.3%
Ball Corp.	360,100		$ 24,429
TOTAL MATERIALS			236,824
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.3%
AT&T, Inc.	885,500		30,762
Wireless Telecommunication Services - 0.6%
Vodafone Group PLC sponsored ADR	1,303,400		49,242
TOTAL TELECOMMUNICATION SERVICES			80,004
TOTAL COMMON STOCKS (Cost $6,728,369)		8,208,113

Convertible Bonds - 0.1%
	Principal Amount (000s)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $7,356)	$ 7,356	6,527

Money Market Funds - 2.9%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	224,911,560		224,912
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	21,483,522		21,484
TOTAL MONEY MARKET FUNDS (Cost $246,396)		246,396
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $6,982,121)			8,461,036
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(44,651)
NET ASSETS - 100%		$ 8,416,385

Legend

(a) Non-income producing

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

(e) 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 $43,673,000 or 0.5% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
ASAC II LP	10/10/13	$ 25,141

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	$ 323
Fidelity Securities Lending Cash Central Fund	593
Total	$ 916

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
TAG Oil Ltd.	$ 7,147	$ -	$ 4,852	$ -	$ -
TAG Oil Ltd. (144A)	337	-	195	-	-
Total	$ 7,484	$ -	$ 5,047	$ -	$ -

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 773,937	$ 773,937	$ -	$ -
Consumer Staples	1,009,265	977,125	32,140	-
Energy	607,915	607,915	-	-
Financials	1,454,158	1,454,148	10	-
Health Care	1,277,213	1,185,961	91,252	-
Industrials	809,364	809,364	-	-
Information Technology	1,959,433	1,915,760	-	43,673
Materials	236,824	236,824	-	-
Telecommunication Services	80,004	80,004	-	-
Corporate Bonds	6,527	-	6,527	-
Money Market Funds	246,396	246,396	-	-
Total Investments in Securities:	$ 8,461,036	$ 8,287,434	$ 129,929	$ 43,673

The following is a summary of transfers between Level 1 and Level 2 for the period ended July 31, 2015. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total (000s)
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 113,833

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

United States of America	84.5%
Ireland	3.8%
United Kingdom	2.1%
Canada	1.8%
Israel	1.8%
Japan	1.2%
Bailiwick of Jersey	1.1%
Others (Individually Less Than 1%)	3.7%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $20,025) - See accompanying schedule: Unaffiliated issuers (cost $6,735,725)	$ 8,214,640
Fidelity Central Funds (cost $246,396)	246,396
Total Investments (cost $6,982,121)		$ 8,461,036
Cash		49
Foreign currency held at value (cost $443)		442
Receivable for investments sold		7,919
Receivable for fund shares sold		2,792
Dividends receivable		8,793
Interest receivable		94
Distributions receivable from Fidelity Central Funds		73
Other receivables		524
Total assets		8,481,722

Liabilities
Payable for investments purchased	$ 30,929
Payable for fund shares redeemed	7,364
Accrued management fee	3,908
Other affiliated payables	1,062
Other payables and accrued expenses	590
Collateral on securities loaned, at value	21,484
Total liabilities		65,337

Net Assets		$ 8,416,385
Net Assets consist of:
Paid in capital		$ 6,351,250
Undistributed net investment income		65,329
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		520,911
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,478,895
Net Assets		$ 8,416,385

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)		July 31, 2015

Dividend Growth: Net Asset Value, offering price and redemption price per share ($6,474,163 ÷ 187,859 shares)		$ 34.46

Class K: Net Asset Value, offering price and redemption price per share ($1,942,222 ÷ 56,374 shares)		$ 34.45

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2015

Investment Income
Dividends		$ 181,071
Interest		221
Income from Fidelity Central Funds		916
Total income		182,208

Expenses
Management fee
Basic fee	$ 47,458
Performance adjustment	(4,090)
Transfer agent fees	11,763
Accounting and security lending fees	1,243
Custodian fees and expenses	165
Independent trustees' compensation	38
Registration fees	72
Audit	84
Legal	33
Miscellaneous	59
Total expenses before reductions	56,825
Expense reductions	(391)	56,434
Net investment income (loss)		125,774
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	780,232
Other affiliated issuers	(12,370)
Foreign currency transactions	6
Futures contracts	61
Total net realized gain (loss)		767,929
Change in net unrealized appreciation (depreciation) on: Investment securities	(102,141)
Assets and liabilities in foreign currencies	5
Futures contracts	(38)
Total change in net unrealized appreciation (depreciation)		(102,174)
Net gain (loss)		665,755
Net increase (decrease) in net assets resulting from operations		$ 791,529

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 125,774	$ 135,648
Net realized gain (loss)	767,929	1,400,831
Change in net unrealized appreciation (depreciation)	(102,174)	(186,688)
Net increase (decrease) in net assets resulting from operations	791,529	1,349,791
Distributions to shareholders from net investment income	(124,133)	(90,956)
Distributions to shareholders from net realized gain	(1,267,766)	(759,327)
Total distributions	(1,391,899)	(850,283)
Share transactions - net increase (decrease)	479,167	(233,820)
Total increase (decrease) in net assets	(121,203)	265,688

Net Assets
Beginning of period	8,537,588	8,271,900
End of period (including undistributed net investment income of $65,329 and undistributed net investment income of $74,179, respectively)	$ 8,416,385	$ 8,537,588

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 37.27	$ 35.33	$ 28.61	$ 28.96	$ 23.84
Income from Investment Operations
Net investment income (loss)^B	.49	.56	.40	.20	.12
Net realized and unrealized gain (loss)	2.71	4.98	7.12	(.41)	5.23
Total from investment operations	3.20	5.54	7.52	(.21)	5.35
Distributions from net investment income	(.51)	(.37)	(.30)	(.12)	(.15)
Distributions from net realized gain	(5.49)	(3.23)	(.50)	(.02)	(.08)
Total distributions	(6.01)^G	(3.60)	(.80)	(.14)	(.23)
Net asset value, end of period	$ 34.46	$ 37.27	$ 35.33	$ 28.61	$ 28.96
Total Return ^A	9.54%	17.30%	26.83%	(.67)%	22.57%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.69%	.56%	.63%	.91%	.93%
Expenses net of fee waivers, if any	.68%	.56%	.63%	.91%	.93%
Expenses net of all reductions	.68%	.56%	.62%	.91%	.93%
Net investment income (loss)	1.43%	1.58%	1.26%	.75%	.44%
Supplemental Data
Net assets, end of period (in millions)	$ 6,474	$ 6,481	$ 6,633	$ 5,905	$ 9,309
Portfolio turnover rate^D	64%	99%	69%	63%^F	67%

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

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

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

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

^G Total distributions of $6.01 per share is comprised of distributions from net investment income of $.512 and distributions from net realized gain of $5.493 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 37.27	$ 35.34	$ 28.62	$ 28.98	$ 23.86
Income from Investment Operations
Net investment income (loss)^B	.53	.60	.45	.25	.17
Net realized and unrealized gain (loss)	2.70	4.97	7.12	(.43)	5.22
Total from investment operations	3.23	5.57	7.57	(.18)	5.39
Distributions from net investment income	(.56)	(.42)	(.35)	(.17)	(.20)
Distributions from net realized gain	(5.49)	(3.23)	(.50)	(.02)	(.08)
Total distributions	(6.05)	(3.64)^I	(.85)	(.18)^H	(.27)^G
Net asset value, end of period	$ 34.45	$ 37.27	$ 35.34	$ 28.62	$ 28.98
Total Return ^A	9.65%	17.44%	27.04%	(.52)%	22.79%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.57%	.44%	.48%	.75%	.78%
Expenses net of fee waivers, if any	.57%	.43%	.48%	.75%	.78%
Expenses net of all reductions	.57%	.43%	.47%	.75%	.77%
Net investment income (loss)	1.54%	1.70%	1.41%	.91%	.60%
Supplemental Data
Net assets, end of period (in millions)	$ 1,942	$ 2,057	$ 1,639	$ 1,221	$ 634
Portfolio turnover rate ^D	64%	99%	69%	63%^F	67%

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

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

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

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

^G Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

^H Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

^I Total distributions of $3.64 per share is comprised of distributions from net investment income of $.419 and distributions from net realized gain of $3.225 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2015

(Amounts in thousands except percentages)

1. Organization.

Fidelity Dividend Growth Fund (the Fund) is a fund of Fidelity Securities Fund (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 Dividend Growth 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.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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:

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. 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 July 31, 2015, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, 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	$ 1,734,617
Gross unrealized depreciation	(262,113)
Net unrealized appreciation (depreciation) on securities	$ 1,472,503

Tax Cost	$ 6,988,532

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

Undistributed ordinary income	$ 69,735
Undistributed long-term capital gain	$ 523,374
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,472,497

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	July 31, 2015	July 31, 2014
Ordinary Income	$ 247,357	$ 309,025
Long-term Capital Gains	1,144,542	541,258
Total	$ 1,391,899	$ 850,283

4. Derivative Instruments.

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

Equity Risk

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 $61 and a change in net unrealized appreciation (depreciation) of $(38) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,390,300 and $6,115,911, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 Dividend Growth 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 .50% 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 Dividend Growth, except for Class K. 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
Dividend Growth	$ 10,782	.16
Class K	981	.05
	$ 11,763

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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 $13 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. 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 $593. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Expense Reductions.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, during the period the investment adviser reimbursed/waived a portion of fund-level operating expenses in the amount of $34 and a portion of class-level operating expenses as follows:

	Amount
Dividend Growth	$ 165

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2015	2014
From net investment income
Dividend Growth	$ 92,079	$ 70,700
Class K	32,054	20,256
Total	$ 124,133	$ 90,956
From net realized gain
Dividend Growth	$ 962,404	$ 606,886
Class K	305,362	152,441
Total	$ 1,267,766	$ 759,327

11. Share Transactions.

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

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Dividend Growth
Shares sold	10,859	11,713	$ 370,250	$ 413,381
Reinvestment of distributions	30,298	19,201	1,009,516	630,027
Shares redeemed	(27,183)	(44,744)	(929,933)	(1,586,974)
Net increase (decrease)	13,974	(13,830)	$ 449,833	$ (543,566)

Annual Report

11. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2015	2014	2015	2014
Class K
Shares sold	9,521	14,508	$ 325,624	$ 525,067
Reinvestment of distributions	10,135	5,265	337,416	172,697
Shares redeemed	(18,467)	(10,980)	(633,706)	(388,018)
Net increase (decrease)	1,189	8,793	$ 29,334	$ 309,746

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Dividend Growth 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 Dividend Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2015, 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 Dividend Growth 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 July 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 23, 2015

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Annual Report

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity 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), a Director of FMR (investment adviser firm, 2007-2014), and a Director of FMR Co., Inc. (investment adviser firm, 2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (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.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR (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).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (diversified financial services company, 2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2015 Secretary and Chief Legal Officer (CLO)
<R>	Mr. Bryant also serves as Secretary and Chief Legal Officer (CLO) of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and Chief Legal Officer 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).</R>
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. Mr. Davis 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: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (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 an officer of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-present), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-present) and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-present); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-present) and FMR Co., Inc. (investment adviser firm, 2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2008-present). Previously, Mr. Goebel served as 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). Mr. Goebel has been employed by FMR LLC (diversified financial services company) or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (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.
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).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (Japan) Limited (investment adviser firm), FMR Investment Management (U.K.) Limited (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), Pyramis Global Advisors, LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of the Program Management Group of FMR (investment adviser firm, 2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Dividend Growth Fund voted to pay 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
Dividend Growth	9/14/15	9/11/15	$0.267	$2.186

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2015 $691,972,023, or, if subsequently determined to be different, the net capital gain of such year.

Dividend Growth designates 43% and 72% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Dividend Growth designates 60% and 86% of the dividends distributed in September and December, respectively 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 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Dividend Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Dividend Growth Fund

mju40

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Dividend Growth Fund

mju42

Annual Report

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, 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 its competitive median for 2014.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

FMR Investment Management
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774 (8 a.m. - 9 p.m.)

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

Fidelity Automated Service
Telephone (FAST®) mju44
1-800-544-5555

Automated line for quickest service

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

DGF-UANN-0915
1.789245.112

Fidelity®

Dividend Growth

Fund -

Class K

Annual Report

July 31, 2015

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2015	Past 1 year	Past 5 years	Past 10 years
Class K ^A	9.65%	14.85%	7.51%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund - Class K on July 31, 2005. 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. See footnote A above for additional information regarding the performance of Class K.

mju59

Annual Report

Management's Discussion of Fund Performance

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2015 to July 31, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During Period* February 1, 2015 to July 31, 2015
Dividend Growth	.69%
Actual		$ 1,000.00	$ 1,063.30	$ 3.53
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.46
Class K	.58%
Actual		$ 1,000.00	$ 1,063.90	$ 2.97
Hypothetical^A		$ 1,000.00	$ 1,021.92	$ 2.91

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.7	4.4
JPMorgan Chase & Co.	2.9	1.8
General Electric Co.	2.6	1.8
Johnson & Johnson	2.6	2.4
Wells Fargo & Co.	2.5	2.1
Google, Inc. Class C	2.5	2.3
Microsoft Corp.	2.5	2.6
Exxon Mobil Corp.	2.3	1.9
CVS Health Corp.	2.3	1.4
Medtronic PLC	2.0	2.0
	26.9
Top Five Market Sectors as of July 31, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	23.3	21.5
Financials	17.3	14.0
Health Care	15.2	17.0
Consumer Staples	12.0	11.7
Industrials	9.6	7.7

Asset Allocation (% of fund's net assets)
As of July 31, 2015 *			As of January 31, 2015 **
	Stocks 97.5%			Stocks 97.2%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 2.4%			Short-Term Investments and Net Other Assets (Liabilities) 2.7%
* Foreign investments		15.5%	** Foreign investments		17.0%

mju73

Annual Report

Investments July 31, 2015

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 9.2%
Diversified Consumer Services - 0.6%
H&R Block, Inc.	1,512,420		$ 50,348
Hotels, Restaurants & Leisure - 1.1%
Las Vegas Sands Corp.	390,400		21,878
Wyndham Worldwide Corp.	831,491		68,615
			90,493
Leisure Products - 0.3%
Vista Outdoor, Inc. (a)	438,400		20,679
Media - 2.6%
Altice SA (a)	506,500		63,970
Comcast Corp. Class A	2,482,696		154,945
			218,915
Multiline Retail - 1.9%
Dillard's, Inc. Class A	559,900		57,043
Target Corp.	1,298,600		106,290
			163,333
Specialty Retail - 1.9%
AutoZone, Inc. (a)	109,500		76,753
Foot Locker, Inc.	1,229,479		86,740
			163,493
Textiles, Apparel & Luxury Goods - 0.8%
Fossil Group, Inc. (a)	316,000		21,725
VF Corp.	583,100		44,951
			66,676
TOTAL CONSUMER DISCRETIONARY			773,937
CONSUMER STAPLES - 12.0%
Beverages - 3.7%
Constellation Brands, Inc. Class A (sub. vtg.)	438,200		52,593
Dr. Pepper Snapple Group, Inc.	482,108		38,675
PepsiCo, Inc.	1,008,100		97,130
The Coca-Cola Co.	2,936,038		120,612
			309,010
Food & Staples Retailing - 4.2%
CVS Health Corp.	1,676,300		188,533
Kroger Co.	933,418		36,627
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	489,201		$ 23,325
Walgreens Boots Alliance, Inc.	1,077,636		104,132
			352,617
Food Products - 0.5%
Greencore Group PLC	6,474,677		31,992
Hilton Food Group PLC	1,939,205		13,340
			45,332
Household Products - 1.8%
Energizer Holdings, Inc.	154,300		5,942
Procter & Gamble Co.	1,912,600		146,696
			152,638
Personal Products - 0.2%
Edgewell Personal Care Co. (a)	154,300		14,768
Tobacco - 1.6%
British American Tobacco PLC (United Kingdom)	541,303		32,140
Imperial Tobacco Group PLC	822,622		43,228
Japan Tobacco, Inc.	1,532,800		59,532
			134,900
TOTAL CONSUMER STAPLES			1,009,265
ENERGY - 7.2%
Energy Equipment & Services - 0.0%
Aspen Aerogels, Inc. (a)	587,999		3,875
Oil, Gas & Consumable Fuels - 7.2%
Chevron Corp.	1,827,300		161,680
Columbia Pipeline Group, Inc.	1,146,600		33,458
Emerald Oil, Inc. warrants 2/4/16 (a)	8,559		0
EQT Midstream Partners LP	248,000		19,537
Exxon Mobil Corp.	2,424,497		192,044
Imperial Oil Ltd.	816,200		30,199
Kinder Morgan, Inc.	2,231,100		77,285
Northern Oil & Gas, Inc. (a)	1,037,290		4,938
PrairieSky Royalty Ltd. (d)	971,100		19,937
Suncor Energy, Inc.	2,306,200		64,962
			604,040
TOTAL ENERGY			607,915
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 17.3%
Banks - 11.5%
Bank of America Corp.	8,043,817		$ 143,823
Citigroup, Inc.	2,279,961		133,287
JPMorgan Chase & Co.	3,539,635		242,571
PacWest Bancorp	1,236,200		57,224
SunTrust Banks, Inc.	1,316,300		58,365
U.S. Bancorp	2,678,069		121,075
Wells Fargo & Co.	3,613,193		209,095
			965,440
Capital Markets - 1.8%
Ameriprise Financial, Inc.	485,600		61,025
Diamond Hill Investment Group, Inc.	47,038		9,054
Franklin Resources, Inc.	437,400		19,924
The Blackstone Group LP	1,646,084		64,609
			154,612
Consumer Finance - 1.1%
Capital One Financial Corp.	1,193,567		97,037
Imperial Holdings, Inc. warrants 4/11/19	48,012		10
			97,047
Diversified Financial Services - 1.2%
McGraw Hill Financial, Inc.	965,827		98,273
Insurance - 1.1%
MetLife, Inc.	884,100		49,280
The Chubb Corp.	322,800		40,134
			89,414
Real Estate Investment Trusts - 0.6%
American Tower Corp.	519,100		49,372
TOTAL FINANCIALS			1,454,158
HEALTH CARE - 15.2%
Biotechnology - 1.3%
Amgen, Inc.	612,410		108,145
Health Care Equipment & Supplies - 2.8%
Medtronic PLC	2,130,103		166,979
The Cooper Companies, Inc.	358,484		63,452
			230,431
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 1.8%
Cardinal Health, Inc.	789,503		$ 67,092
McKesson Corp.	396,058		87,359
			154,451
Health Care Technology - 0.2%
CompuGroup Medical AG	535,522		16,912
Pharmaceuticals - 9.1%
AbbVie, Inc.	1,437,300		100,625
Allergan PLC (a)	361,900		119,843
Astellas Pharma, Inc.	2,833,000		42,677
Johnson & Johnson	2,165,943		217,049
Sanofi SA sponsored ADR	1,269,900		68,562
Shire PLC	1,026,500		91,252
Teva Pharmaceutical Industries Ltd. sponsored ADR	1,843,900		127,266
			767,274
TOTAL HEALTH CARE			1,277,213
INDUSTRIALS - 9.6%
Aerospace & Defense - 2.5%
The Boeing Co.	872,900		125,846
United Technologies Corp.	871,766		87,447
			213,293
Air Freight & Logistics - 0.8%
FedEx Corp.	371,952		63,760
Construction & Engineering - 0.1%
Astaldi SpA	658,500		6,335
Electrical Equipment - 0.7%
BWX Technologies, Inc.	2,487,600		61,095
Industrial Conglomerates - 4.4%
Danaher Corp.	986,292		90,305
General Electric Co.	8,575,500		223,821
Roper Industries, Inc.	336,044		56,210
			370,336
Machinery - 0.8%
Deere & Co.	725,300		68,592
Road & Rail - 0.3%
CSX Corp.	829,700		25,953
TOTAL INDUSTRIALS			809,364
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 23.3%
Communications Equipment - 3.2%
Cisco Systems, Inc.	4,609,986		$ 131,016
QUALCOMM, Inc.	2,161,983		139,210
			270,226
Electronic Equipment & Components - 0.9%
TE Connectivity Ltd.	1,178,294		71,782
Internet Software & Services - 2.5%
Google, Inc. Class C	333,206		208,457
IT Services - 3.7%
ASAC II LP (a)(e)	2,514,134		43,673
Fidelity National Information Services, Inc.	1,007,950		65,950
IBM Corp.	771,800		125,024
Leidos Holdings, Inc.	421,100		17,181
Science Applications International Corp.	241,500		12,964
Total System Services, Inc.	1,059,500		48,970
			313,762
Software - 5.4%
Activision Blizzard, Inc.	1,709,717		44,094
Micro Focus International PLC	1,907,363		41,641
Microsoft Corp.	4,447,716		207,708
Oracle Corp.	4,072,160		162,642
			456,085
Technology Hardware, Storage & Peripherals - 7.6%
Apple, Inc.	3,236,218		392,557
EMC Corp.	4,270,300		114,828
Hewlett-Packard Co.	2,616,800		79,865
Samsung Electronics Co. Ltd.	19,759		20,080
Western Digital Corp.	369,400		31,791
			639,121
TOTAL INFORMATION TECHNOLOGY			1,959,433
MATERIALS - 2.8%
Chemicals - 2.5%
CF Industries Holdings, Inc.	1,266,900		75,000
LyondellBasell Industries NV Class A	603,500		56,626
Monsanto Co.	415,700		42,356
Potash Corp. of Saskatchewan, Inc.	1,412,000		38,413
			212,395
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Containers & Packaging - 0.3%
Ball Corp.	360,100		$ 24,429
TOTAL MATERIALS			236,824
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.3%
AT&T, Inc.	885,500		30,762
Wireless Telecommunication Services - 0.6%
Vodafone Group PLC sponsored ADR	1,303,400		49,242
TOTAL TELECOMMUNICATION SERVICES			80,004
TOTAL COMMON STOCKS (Cost $6,728,369)		8,208,113

Convertible Bonds - 0.1%
	Principal Amount (000s)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $7,356)	$ 7,356	6,527

Money Market Funds - 2.9%
	Shares
Fidelity Cash Central Fund, 0.17% (b)	224,911,560		224,912
Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)	21,483,522		21,484
TOTAL MONEY MARKET FUNDS (Cost $246,396)		246,396
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $6,982,121)			8,461,036
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(44,651)
NET ASSETS - 100%		$ 8,416,385

Legend

(a) Non-income producing

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
ASAC II LP	10/10/13	$ 25,141

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	$ 323
Fidelity Securities Lending Cash Central Fund	593
Total	$ 916

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
TAG Oil Ltd.	$ 7,147	$ -	$ 4,852	$ -	$ -
TAG Oil Ltd. (144A)	337	-	195	-	-
Total	$ 7,484	$ -	$ 5,047	$ -	$ -

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 773,937	$ 773,937	$ -	$ -
Consumer Staples	1,009,265	977,125	32,140	-
Energy	607,915	607,915	-	-
Financials	1,454,158	1,454,148	10	-
Health Care	1,277,213	1,185,961	91,252	-
Industrials	809,364	809,364	-	-
Information Technology	1,959,433	1,915,760	-	43,673
Materials	236,824	236,824	-	-
Telecommunication Services	80,004	80,004	-	-
Corporate Bonds	6,527	-	6,527	-
Money Market Funds	246,396	246,396	-	-
Total Investments in Securities:	$ 8,461,036	$ 8,287,434	$ 129,929	$ 43,673

Transfers	Total (000s)
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 113,833

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

United States of America	84.5%
Ireland	3.8%
United Kingdom	2.1%
Canada	1.8%
Israel	1.8%
Japan	1.2%
Bailiwick of Jersey	1.1%
Others (Individually Less Than 1%)	3.7%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		July 31, 2015

Assets
Investment in securities, at value (including securities loaned of $20,025) - See accompanying schedule: Unaffiliated issuers (cost $6,735,725)	$ 8,214,640
Fidelity Central Funds (cost $246,396)	246,396
Total Investments (cost $6,982,121)		$ 8,461,036
Cash		49
Foreign currency held at value (cost $443)		442
Receivable for investments sold		7,919
Receivable for fund shares sold		2,792
Dividends receivable		8,793
Interest receivable		94
Distributions receivable from Fidelity Central Funds		73
Other receivables		524
Total assets		8,481,722

Liabilities
Payable for investments purchased	$ 30,929
Payable for fund shares redeemed	7,364
Accrued management fee	3,908
Other affiliated payables	1,062
Other payables and accrued expenses	590
Collateral on securities loaned, at value	21,484
Total liabilities		65,337

Net Assets		$ 8,416,385
Net Assets consist of:
Paid in capital		$ 6,351,250
Undistributed net investment income		65,329
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		520,911
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,478,895
Net Assets		$ 8,416,385

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)		July 31, 2015

Dividend Growth: Net Asset Value, offering price and redemption price per share ($6,474,163 ÷ 187,859 shares)		$ 34.46

Class K: Net Asset Value, offering price and redemption price per share ($1,942,222 ÷ 56,374 shares)		$ 34.45

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2015

Investment Income
Dividends		$ 181,071
Interest		221
Income from Fidelity Central Funds		916
Total income		182,208

Expenses
Management fee
Basic fee	$ 47,458
Performance adjustment	(4,090)
Transfer agent fees	11,763
Accounting and security lending fees	1,243
Custodian fees and expenses	165
Independent trustees' compensation	38
Registration fees	72
Audit	84
Legal	33
Miscellaneous	59
Total expenses before reductions	56,825
Expense reductions	(391)	56,434
Net investment income (loss)		125,774
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	780,232
Other affiliated issuers	(12,370)
Foreign currency transactions	6
Futures contracts	61
Total net realized gain (loss)		767,929
Change in net unrealized appreciation (depreciation) on: Investment securities	(102,141)
Assets and liabilities in foreign currencies	5
Futures contracts	(38)
Total change in net unrealized appreciation (depreciation)		(102,174)
Net gain (loss)		665,755
Net increase (decrease) in net assets resulting from operations		$ 791,529

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2015	Year ended July 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 125,774	$ 135,648
Net realized gain (loss)	767,929	1,400,831
Change in net unrealized appreciation (depreciation)	(102,174)	(186,688)
Net increase (decrease) in net assets resulting from operations	791,529	1,349,791
Distributions to shareholders from net investment income	(124,133)	(90,956)
Distributions to shareholders from net realized gain	(1,267,766)	(759,327)
Total distributions	(1,391,899)	(850,283)
Share transactions - net increase (decrease)	479,167	(233,820)
Total increase (decrease) in net assets	(121,203)	265,688

Net Assets
Beginning of period	8,537,588	8,271,900
End of period (including undistributed net investment income of $65,329 and undistributed net investment income of $74,179, respectively)	$ 8,416,385	$ 8,537,588

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 37.27	$ 35.33	$ 28.61	$ 28.96	$ 23.84
Income from Investment Operations
Net investment income (loss)^B	.49	.56	.40	.20	.12
Net realized and unrealized gain (loss)	2.71	4.98	7.12	(.41)	5.23
Total from investment operations	3.20	5.54	7.52	(.21)	5.35
Distributions from net investment income	(.51)	(.37)	(.30)	(.12)	(.15)
Distributions from net realized gain	(5.49)	(3.23)	(.50)	(.02)	(.08)
Total distributions	(6.01)^G	(3.60)	(.80)	(.14)	(.23)
Net asset value, end of period	$ 34.46	$ 37.27	$ 35.33	$ 28.61	$ 28.96
Total Return ^A	9.54%	17.30%	26.83%	(.67)%	22.57%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.69%	.56%	.63%	.91%	.93%
Expenses net of fee waivers, if any	.68%	.56%	.63%	.91%	.93%
Expenses net of all reductions	.68%	.56%	.62%	.91%	.93%
Net investment income (loss)	1.43%	1.58%	1.26%	.75%	.44%
Supplemental Data
Net assets, end of period (in millions)	$ 6,474	$ 6,481	$ 6,633	$ 5,905	$ 9,309
Portfolio turnover rate^D	64%	99%	69%	63%^F	67%

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

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

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

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

^G Total distributions of $6.01 per share is comprised of distributions from net investment income of $.512 and distributions from net realized gain of $5.493 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2015	2014	2013	2012	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 37.27	$ 35.34	$ 28.62	$ 28.98	$ 23.86
Income from Investment Operations
Net investment income (loss)^B	.53	.60	.45	.25	.17
Net realized and unrealized gain (loss)	2.70	4.97	7.12	(.43)	5.22
Total from investment operations	3.23	5.57	7.57	(.18)	5.39
Distributions from net investment income	(.56)	(.42)	(.35)	(.17)	(.20)
Distributions from net realized gain	(5.49)	(3.23)	(.50)	(.02)	(.08)
Total distributions	(6.05)	(3.64)^I	(.85)	(.18)^H	(.27)^G
Net asset value, end of period	$ 34.45	$ 37.27	$ 35.34	$ 28.62	$ 28.98
Total Return ^A	9.65%	17.44%	27.04%	(.52)%	22.79%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.57%	.44%	.48%	.75%	.78%
Expenses net of fee waivers, if any	.57%	.43%	.48%	.75%	.78%
Expenses net of all reductions	.57%	.43%	.47%	.75%	.77%
Net investment income (loss)	1.54%	1.70%	1.41%	.91%	.60%
Supplemental Data
Net assets, end of period (in millions)	$ 1,942	$ 2,057	$ 1,639	$ 1,221	$ 634
Portfolio turnover rate ^D	64%	99%	69%	63%^F	67%