485BPOS 1 main.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (No. 002-93601)

UNDER THE SECURITIES ACT OF 1933

[X]

Pre-Effective Amendment No.

[ ]

Post-Effective Amendment No. 73

[X]

and

REGISTRATION STATEMENT (No. 811-04118)

UNDER THE INVESTMENT COMPANY ACT OF 1940

[X]

Amendment No. 73

[X]

Fidelity Securities Fund

(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109

(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary

82 Devonshire Street

Boston, Massachusetts 02109

(Name and Address of Agent for Service)

It is proposed that this filing will become effective

( )

immediately upon filing pursuant to paragraph (b).

(X)

on (January 29, 2007) pursuant to paragraph (b) at 5:30 p.m. Eastern Time.

( )

60 days after filing pursuant to paragraph (a)(1) at 5:30 p.m. Eastern Time.

( )

on ( ) pursuant to paragraph (a)(1) of Rule 485 at 5:30 p.m. Eastern Time.

( )

75 days after filing pursuant to paragraph (a)(2) at 5:30 p.m. Eastern Time.

( )

on ( ) pursuant to paragraph (a)(2) of Rule 485 at 5:30 p.m. Eastern Time.

If appropriate, check the following box:

( )

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Fidelity® Advisor

Aggressive Growth

Fund

<R>Class A</R>

<R>(Fund 232)</R>

<R>Class T</R>

<R>(Fund 230)</R>

<R>Class B</R>

<R>(Fund 178)</R>

<R>Class C</R>

<R>(Fund 179)</R>

Prospectus

<R>January 29, 2007

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109</R>

Contents

Fund Summary

<Click Here>

Investment Summary

<Click Here>

Performance

<Click Here>

Fee Table

Fund Basics

<Click Here>

Investment Details

<Click Here>

Valuing Shares

Shareholder Information

<Click Here>

Buying and Selling Shares

<Click Here>

Exchanging Shares

<Click Here>

Account Features and Policies

<Click Here>

Dividends and Capital Gain Distributions

<Click Here>

Tax Consequences

Fund Services

<Click Here>

Fund Management

<Click Here>

Fund Distribution

Appendix

<Click Here>

Financial Highlights

Prospectus

Fund Summary

Investment Summary

Investment Objective

Advisor Aggressive Growth Fund seeks capital appreciation.

Principal Investment Strategies

  • Normally investing primarily in common stocks.
  • Normally investing in companies Fidelity Management & Research Company (FMR) believes offer the potential for accelerated earnings or revenue growth (stocks of these companies are often called "growth" stocks).
  • Focusing investments in medium-sized companies, but may also invest substantially in larger or smaller companies.
  • Investing in domestic and foreign issuers.
  • Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

Principal Investment Risks

  • Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
  • Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
  • Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of securities of smaller issuers can be more volatile than that of larger issuers.
  • "Growth" Investing. "Growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money.

Performance

<R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the fund's performance from year to year, as represented by the performance of Class T and compares each class's performance to the performance of a market index over various periods of time. Returns (before and after taxes) are based on past results and are not an indication of future performance.</R>

Prospectus

Fund Summary - continued

Year-by-Year Returns

The returns in the chart do not include the effect of Class T's front-end sales charge. If the effect of the sales charge were reflected, returns would be lower than those shown.

<R>Advisor Aggressive Growth - Class T</R>

<R>Calendar Years</R>

<R>2001</R>

<R>2002</R>

<R>2003</R>

<R>2004</R>

<R>2005</R>

<R>2006</R>

<R>-16.59%</R>

<R>-27.09%</R>

<R>30.53%</R>

<R>9.41%</R>

<R>6.90%</R>

<R>7.94%</R>

<R>

</R>

During the periods shown in the chart for Class T of Advisor Aggressive Growth:

Returns

Quarter ended

<R>Highest Quarter Return</R>

<R> 22.52%</R>

<R>June 30, 2001</R>

<R>Lowest Quarter Return</R>

<R> -26.59%</R>

<R>September 30, 2001</R>

Average Annual Returns

The returns in the following table include the effect of Class A's and Class T's maximum applicable front-end sales charge and Class B's and Class C's maximum applicable contingent deferred sales charge (CDSC). After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class T are shown in the table below and after-tax returns for other classes will vary. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement.

Prospectus

<R>For the periods ended
December 31, 2006
</R>

<R>Past 1
year
</R>

<R>Past 5
years
</R>

<R>Life of
class
A</R>

<R>Advisor Aggressive Growth</R>

<R>Class A - Return Before Taxes</R>

<R> 1.92%</R>

<R> 2.79%</R>

<R> -0.37%</R>

<R>Class T - Return Before Taxes</R>

<R> 4.16%</R>

<R> 3.00%</R>

<R> -0.24%</R>

<R> Return After Taxes on Distributions</R>

<R> 4.16%</R>

<R> 3.00%</R>

<R> -0.25%</R>

<R> Return After Taxes on Distributions and Sale of Fund Shares</R>

<R> 2.70%</R>

<R> 2.57%</R>

<R> -0.21%</R>

<R>Class B - Return Before Taxes</R>

<R> 2.26%</R>

<R> 2.89%</R>

<R> -0.15%</R>

<R>Class C - Return Before Taxes</R>

<R> 6.36%</R>

<R> 3.26%</R>

<R> -0.11%</R>

<R>Russell Midcap® Growth Index
(reflects no deduction for fees, expenses, or taxes)
</R>

<R> 10.66%</R>

<R> 8.22%</R>

<R> 1.35%</R>

<R>A From November 13, 2000.</R>

<R> </R>

<R>Russell Midcap® Growth Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000® Index that exhibit growth-oriented characteristics. The Russell 1000 Index comprises the 1,000 largest U.S. domiciled companies.</R>

Fee Table

<R>The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Class A, Class T, Class B, and Class C shares of the fund.</R>

<R> </R>

Shareholder fees (paid by the investor directly)

<R>Class A</R>

<R>Class T</R>

<R>Class B</R>

<R>Class C</R>

<R>Maximum sales charge (load) on purchases (as a % of offering price)A</R>

<R>5.75%B</R>

<R>3.50%C</R>

<R>None</R>

<R>None</R>

<R>Maximum contingent deferred sales charge
(as a % of the lesser of original purchase price or redemption proceeds)D,E
</R>

<R>NoneF</R>

<R>NoneG</R>

<R>5.00%H</R>

<R>1.00%I</R>

<R>Sales charge (load) on reinvested distributions</R>

<R>None</R>

<R>None</R>

<R>None</R>

<R>None</R>

<R>A The actual sales charge may be higher due to rounding.</R>

<R>B Lower front-end sales charges for Class A may be available with purchase of $50,000 or more.</R>

<R>C Lower front-end sales charges for Class T may be available with purchase of $50,000 or more.</R>

<R>D The actual contingent deferred sales charge may be higher due to rounding.</R>

<R>E A contingent deferred sales charge may be charged when you sell your shares or if your shares are redeemed because your account falls below the account minimum for any reason, including solely due to declines in net asset value per share.</R>

<R>F Class A purchases of $1 million or more will not be subject to a front-end sales charge but may be subject, upon redemption, to a contingent deferred sales charge that declines over 2 years from 5% to 0%.</R>

<R>G Class T purchases of $1 million or more will not be subject to a front-end sales charge but may be subject, upon redemption, to a contingent deferred sales charge of 0.25% if redeemed less than one year after purchase.</R>

<R>H Declines over 6 years from 5.00% to 0%.</R>

<R>I On Class C shares redeemed less than one year after purchase.</R>

Prospectus

Fund Summary - continued

Annual operating expenses (paid from class assets)

<R>Class A</R>

<R>Class T</R>

<R>Class B</R>

<R>Class C</R>

<R>Management fee</R>

<R>0.62%</R>

<R>0.62%</R>

<R>0.62%</R>

<R>0.62%</R>

<R>Distribution and/or Service (12b-1) fees</R>

<R>0.25%</R>

<R>0.50%</R>

<R>1.00%</R>

<R>1.00%</R>

<R>Other expenses</R>

<R>0.75%</R>

<R>0.83%</R>

<R>0.74%</R>

<R>0.74%</R>

<R>Total annual class operating expensesA</R>

<R>1.62%</R>

<R>1.95%</R>

<R>2.36%</R>

<R>2.36%</R>

A FMR has voluntarily agreed to reimburse Class A, Class T, Class B, and Class C of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), as a percentage of their respective average net assets, exceed the following rates:

Class A

Effective
Date

Class T

Effective
Date

Class B

Effective
Date

Class C

Effective
Date

Advisor Aggressive Growth

1.30%

2/1/05

1.55%

2/1/05

2.05%

2/1/05

2.05%

2/1/05

These arrangements may be discontinued by FMR at any time.

This example helps you compare the cost of investing in the fund with the cost of investing in other mutual funds.

Let's say, hypothetically, that each class's annual return is 5% and that your shareholder fees and each class's annual operating expenses are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

<R>Class A</R>

<R>Class T</R>

<R>Class B</R>

<R>Class C</R>

<R>Sell All
Shares
</R>

<R>Hold
Shares
</R>

<R>Sell All
Shares
</R>

<R>Hold
Shares
</R>

<R>Sell All
Shares
</R>

<R>Hold
Shares
</R>

<R>Sell All
Shares
</R>

<R>Hold
Shares
</R>

<R>1 year</R>

<R>$ 730</R>

<R>$ 730</R>

<R>$ 541</R>

<R>$ 541</R>

<R>$ 739</R>

<R>$ 239</R>

<R>$ 339</R>

<R>$ 239</R>

<R>3 years</R>

<R>$ 1,057</R>

<R>$ 1,057</R>

<R>$ 941</R>

<R>$ 941</R>

<R>$ 1,036</R>

<R>$ 736</R>

<R>$ 736</R>

<R>$ 736</R>

<R>5 years</R>

<R>$ 1,406</R>

<R>$ 1,406</R>

<R>$ 1,365</R>

<R>$ 1,365</R>

<R>$ 1,460</R>

<R>$ 1,260</R>

<R>$ 1,260</R>

<R>$ 1,260</R>

<R>10 years</R>

<R>$ 2,386</R>

<R>$ 2,386</R>

<R>$ 2,545</R>

<R>$ 2,545</R>

<R>$ 2,426A</R>

<R>$ 2,426A</R>

<R>$ 2,696</R>

<R>$ 2,696</R>

<R> </R>

<R> </R>

A Reflects conversion to Class A shares after a maximum of seven years.

Prospectus

Fund Basics

Investment Details

Investment Objective

Advisor Aggressive Growth Fund seeks capital appreciation.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR normally invests the fund's assets in companies it believes offer the potential for accelerated earnings or revenue growth.

Companies with high growth potential tend to be companies with higher than average price/earnings (P/E) or price/book (P/B) ratios. Companies with strong growth potential often have new products, technologies, distribution channels, or other opportunities, or have a strong industry or market position. The stocks of these companies are often called "growth" stocks.

Although FMR focuses on investing the fund's assets in securities issued by medium-sized companies, FMR may also make substantial investments in securities issued by larger or smaller companies.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates, and management.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values. If FMR's strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Principal Investment Risks

Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money.

Prospectus

Fund Basics - continued

The following factors can significantly affect the fund's performance:

<R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.</R>

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

"Growth" Investing. "Growth" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. "Growth" stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result, "growth" stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks.

In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.

Fundamental Investment Policies

The policy discussed below is fundamental, that is, subject to change only by shareholder approval.

Advisor Aggressive Growth Fund seeks capital appreciation.

Prospectus

Valuing Shares

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

A class's net asset value per share (NAV) is the value of a single share. Fidelity normally calculates each class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV may be calculated earlier if trading on the NYSE is restricted or as permitted by the Securities and Exchange Commission (SEC). The fund's assets are valued as of this time for the purpose of computing each class's NAV.

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

The fund's assets are valued primarily on the basis of market quotations or official closing prices. Certain short-term securities are valued on the basis of amortized cost. If market quotations or official closing prices are not readily available or do not accurately reflect fair value for a security or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security will be valued by another method that the Board of Trustees believes accurately reflects fair value in accordance with the Board's fair value pricing policies. For example, arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before the fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market but prior to the close of the U.S. market. Fair value pricing will be used for high yield debt and floating rate loans when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. To the extent the fund invests in other open-end funds, the fund will calculate its NAV using the NAV of the underlying funds in which it invests as described in the underlying funds' prospectuses. The fund may invest in other Fidelity funds that use the same fair value pricing policies as the fund or in Fidelity money market funds. A security's valuation may differ depending on the method used for determining value. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the fund's NAV by short-term traders. While the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Prospectus

Shareholder Information

Buying and Selling Shares

General Information

For account, product, and service information, please call 1-877-208-0098 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through Friday).

Please use the following addresses:

Buying or Selling Shares

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

Overnight Express
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015

You may buy or sell Class A, Class T, Class B, and Class C shares of the fund through a retirement account or an investment professional. When you invest through a retirement account or an investment professional, the procedures for buying, selling, and exchanging Class A, Class T, Class B, and Class C shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Class A, Class T, Class B, and Class C shares of the fund, including a transaction fee if you buy or sell Class A, Class T, Class B, and Class C shares of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

The different ways to set up (register) your account with Fidelity are listed in the following table.

Ways to Set Up Your Account

Individual or Joint Tenant

For your general investment needs

Retirement

For tax-advantaged retirement savings

  • Traditional Individual Retirement Accounts (IRAs)
  • Roth IRAs

  • Rollover IRAs

  • 401(k) Plans and certain other 401(a)-qualified plans

  • Keogh Plans

  • SIMPLE IRAs

  • Simplified Employee Pension Plans (SEP-IRAs)

  • Salary Reduction SEP-IRAs (SARSEPs)

  • Gifts or Transfers to a Minor (UGMA, UTMA)

    To invest for a child's education or other future needs

    Trust

    For money being invested by a trust

    Business or Organization

    For investment needs of corporations, associations, partnerships, or other groups

    The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders, including exchanges.

    For example, the fund may reject any purchase orders, including exchanges, from market timers or investors that, in FMR's opinion, may be disruptive to the fund.

    Prospectus

    Shareholder Information - continued

    Frequent purchases and sales of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares of long-term shareholders in cases in which fluctuations in markets are not fully priced into the fund's NAV. Accordingly, the Board of Trustees has adopted policies and procedures designed to discourage excessive or short-term trading of fund shares. However, there is the risk that the fund's policies and procedures will prove ineffective in whole or in part to detect or prevent frequent trading. The fund may alter its policies at any time without prior notice to shareholders.

    There is no minimum holding period and shareholders can sell their shares at any time. Shareholders will ordinarily comply with the fund's policies regarding excessive trading by allowing 90 days to pass after each investment before they sell or exchange from the fund. The fund may take action if shares are held longer than 90 days if the trading is disruptive for other reasons such as unusually large trade size. The fund reserves the right, but does not have the obligation, to reject any purchase or exchange transaction at any time. In addition, the fund reserves the right to impose restrictions on purchases or exchanges at any time or conditions that are more restrictive on disruptive, excessive, or short-term trading than those that are otherwise stated in this prospectus.

    Excessive trading activity is measured by the number of roundtrip transactions in a shareholder's account. A roundtrip transaction occurs when a shareholder buys and then sells shares of a fund within 30 days. Shareholders are limited to two roundtrip transactions per fund within any rolling 90-day period, subject to an overall limit of four roundtrip transactions across all Fidelity funds over a rolling 12-month period. Roundtrip transactions are counted at the shareholder account level for this purpose and each class of a multiple class fund is treated separately. Transactions of $1,000 or less, systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor will not count toward the roundtrip limits. For employer-sponsored retirement plans, only participant directed exchanges will count toward the roundtrip limits.

    Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block for an 85-day period. For repeat offenders, FMR may, but does not have the obligation to, impose long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's common control at any time, other than a participant's account held through an employer-sponsored retirement plan. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

    Prospectus

    <R>Qualified wrap programs will be monitored by matching the adviser's orders for purchase, exchange, or sale transactions in fund shares to determine if the adviser's orders comply with the fund's frequent trading policies. Additions to and withdrawals from a qualified wrap program by the adviser's client will not be matched with transactions initiated by the adviser. Therefore if the adviser buys shares of a fund and an individual client subsequently sells shares of the same fund within 30 days, the client's transaction is not matched with the adviser's and therefore does not count as a roundtrip. However, client initiated transactions are subject to the fund's policies on frequent trading and individual clients will be subject to restrictions due to their frequent trading in a wrap account. Excessive trading by an adviser will lead to fund blocks and the wrap program will cease to be a qualified wrap program. If the wrap program is blocked from making additional purchases or exchange purchases of a fund because of excessive trading by the adviser the wrap program will no longer be considered qualified and any transaction whether initiated by the adviser or the client will be matched when counting roundtrips. Wrap account client purchases and sale transactions will be monitored under the fund's monitoring policy as though the wrap clients were fund shareholders. A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.</R>

    The fund's excessive trade monitoring policy described above does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund-of-fund(s) or other strategy funds, or omnibus accounts. Trustees or advisers of donor-advised charitable gift funds must certify to the fund's satisfaction that they either work from an asset allocation model or direct transactions in their accounts in concert with changes in a model portfolio and that participants are limited in their ability to influence investments by the trust. A qualified fund-of-fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity fund's policies on frequent trading to shareholders at the fund-of-fund(s) level, or demonstrates that the fund-of-fund(s) has policies designed to control frequent trading and that they are reasonably likely to be effective as determined by the Fidelity fund's Treasurer. The adviser to the fund-of-fund(s) must also demonstrate to the Fidelity fund's Treasurer that its investment strategy will not lead to excessive trading. Omnibus accounts are maintained by intermediaries acting on behalf of multiple investors whose individual trades are not ordinarily disclosed to the fund. Short-term trading by these investors is likely to go undetected by the fund and may increase costs and disrupt portfolio management. The fund will monitor aggregate trading in qualified fund-of-funds and known omnibus accounts to attempt to identify disruptive trades, focusing on transactions in excess of $250,000. There is no assurance that these policies will be effective, or will successfully detect or deter market timing.

    Prospectus

    Shareholder Information - continued

    The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency.

    The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except as provided under the fund's policies with respect to known omnibus accounts, qualified fund-of-fund(s), qualified wrap accounts, donor-advised charitable gift funds, and 30 day roundtrips.

    Buying Shares

    The price to buy one share of Class A or Class T is the class's offering price or the class's NAV, depending on whether you pay a front-end sales charge.

    <R>For Class B or Class C, the price to buy one share is the class's NAV. Class B or Class C shares are sold without a front-end sales charge, but may be subject to a CDSC upon redemption.</R>

    <R>If you pay a front-end sales charge, your price will be Class A's and Class T's offering price. When you buy Class A or Class T shares at the offering price, Fidelity deducts the appropriate sales charge and invests the rest in Class A or Class T shares of the fund. If you qualify for a front-end sales charge waiver, your price will be Class A's or Class T's NAV.</R>

    <R>The offering price of Class A or Class T is its NAV plus the sales charge. The offering price is calculated by dividing Class A's or Class T's NAV by the difference between one and the applicable front-end sales charge percentage and rounding to the nearest cent.</R>

    The dollar amount of the sales charge for Class A or Class T is the difference between the offering price of the shares purchased and the NAV of those shares. Since the offering price per share is calculated to the nearest cent using standard rounding criteria, the percentage sales charge you actually pay may be higher or lower than the sales charge percentages shown in this prospectus due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.

    Your investment professional can help you choose the class of shares that best suits your investment needs.

    Your shares will be bought at the next offering price or NAV, as applicable, calculated after your order is received in proper form.

    It is the responsibility of your investment professional to transmit your order to buy shares to Fidelity before the close of business on the day you place your order.

    Prospectus

    <R>The fund has authorized certain intermediaries and mutual funds for which FMR or an affiliate serves as investment manager to accept orders to buy shares on its behalf. When authorized intermediaries or mutual funds receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the next offering price or NAV, as applicable, calculated after the order is received by the authorized intermediary or mutual fund.</R>

    The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

    When you place an order to buy shares, note the following:

    • All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks.
    • Fidelity does not accept cash.
    • When making a purchase with more than one check, each check must have a value of at least $50.
    • Fidelity reserves the right to limit the number of checks processed at one time.
    • Fidelity must receive payment within three business days after an order for shares is placed; otherwise your purchase order may be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred.
    • If your check does not clear, your purchase will be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred.
    • Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

    Shares can be bought or sold through investment professionals using an automated order placement and settlement system that guarantees payment for orders on a specified date.

    Certain financial institutions that meet creditworthiness criteria established by Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders on behalf of customers by phone, with payment to follow no later than close of business on the next business day. If payment is not received by that time, the order will be canceled and the financial institution will be liable for any losses.

    Minimums

    To Open an Account

    $2,500

    For certain Fidelity Advisor retirement accountsA

    $500

    Through regular investment plansB

    $100

    To Add to an Account

    $100

    Minimum Balance

    $1,000

    For certain Fidelity Advisor retirement accountsA

    None

    A Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.

    B An account may be opened with a minimum of $100, provided that a regular investment plan is established at the time the account is opened.

    There is no minimum account balance or initial or subsequent purchase minimum for (i) certain Fidelity retirement accounts funded through salary deduction, or accounts opened with the proceeds of distributions from such retirement accounts or (ii) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with FDC. In addition, the fund may waive or lower purchase minimums in other circumstances.

    Prospectus

    Shareholder Information - continued

    Purchase and account minimums are waived for purchases of Class T shares with distributions from a Fidelity Defined Trust account.

    Purchase amounts of more than $49,999 will not be accepted for Class B shares.

    Key Information

    Phone

    To Open an Account

    • Exchange from the same class of another Fidelity fund that offers Advisor classes of shares or from certain other Fidelity funds. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

    To Add to an Account

    • Exchange from the same class of another Fidelity fund that offers Advisor classes of shares or from certain other Fidelity funds. Call your investment professional or call Fidelity at the appropriate number found in "General Information."
    • Use Fidelity Advisor Money Line® to transfer from your bank account. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

    Mail
    Fidelity Investments
    P.O. Box 770002
    Cincinnati, OH 45277-0081

    To Open an Account

    • Complete and sign the application. Make your check payable to the complete name of the fund and note the applicable class. Mail to your investment professional or to the address at left.

    To Add to an Account

    • Make your check payable to the complete name of the fund and note the applicable class. Indicate your fund account number on your check and mail to your investment professional or to the address at left.
    • Exchange from the same class of other Fidelity funds that offer Advisor classes of shares or from certain other Fidelity funds. Send a letter of instruction to your investment professional or to the address at left, including your name, the funds' names, the applicable class names, the fund account numbers, and the dollar amount or number of shares to be exchanged.

    In Person

    To Open an Account

    • Bring your application and check to your investment professional.

    To Add to an Account

    • Bring your check to your investment professional.

    Wire

    To Open an Account

    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" to set up your account and to arrange a wire transaction.
    • Wire to: Deutsche Bank Trust Company Americas, Bank Routing # 021001033, Account # 00159759.
    • Specify the complete name of the fund, note the applicable class, and include your new fund account number and your name.

    To Add to an Account

    • Wire to: Deutsche Bank Trust Company Americas, Bank Routing # 021001033, Account # 00159759.
    • Specify the complete name of the fund, note the applicable class, and include your fund account number and your name.

    Automatically

    To Open an Account

    • Not available.

    To Add to an Account

    • Use Fidelity Advisor Systematic Investment Program.
    • Use Fidelity Advisor Systematic Exchange Program to exchange from certain Fidelity money market funds or a Fidelity fund that offers Advisor classes of shares.

    Selling Shares

    <R>The price to sell one share of Class A, Class T, Class B, or Class C is the class's NAV, minus any applicable CDSC. </R>

    <R>If appropriate to protect shareholders, the fund may impose a redemption fee on redemptions from the fund.</R>

    Any applicable CDSC is calculated based on your original redemption amount.

    Your shares will be sold at the next NAV calculated after your order is received in proper form, minus any applicable CDSC. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

    It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

    <R>The fund has authorized certain intermediaries and mutual funds for which FMR or an affiliate serves as investment manager to accept orders to sell shares on its behalf. When authorized intermediaries or mutual funds receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the next NAV calculated, minus any applicable CDSC, after the order is received by the authorized intermediary or mutual fund.</R>

    Certain requests must include a signature guarantee. It is designed to protect you and Fidelity from fraud. Your request must be made in writing and include a signature guarantee if any of the following situations apply:

    • You wish to sell more than $100,000 worth of shares;
    • The address on your account (record address) has changed within the last 15 or 30 days, depending on your account, and you wish to sell $10,000 or more of shares;
    • You are requesting that a check be mailed to a different address than the record address;

    Prospectus

    Shareholder Information - continued

    • You are requesting that redemption proceeds be paid to someone other than the account owner; or
    • The redemption proceeds are being transferred to a Fidelity account with a different registration.

    You should be able to obtain a signature guarantee from a bank, broker, dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

    When you place an order to sell shares, note the following:

    • If you are selling some but not all of your shares, leave at least $1,000 worth of shares in the account to keep it open, except accounts not subject to account minimums.
    • Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected. This can take up to seven business days after a purchase.
    • Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
    • Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
    • You will not receive interest on amounts represented by uncashed redemption checks.
    • Unless otherwise instructed, Fidelity will send a check to the record address.
    • Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

    Prospectus

    Key Information

    Phone

    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" to initiate a wire transaction or to request a check for your redemption.
    • Use Fidelity Advisor Money Line to transfer to your bank account. Call your investment professional or call Fidelity at the appropriate number found in "General Information."
    • Exchange to the same class of other Fidelity funds that offer Advisor classes of shares or to certain other Fidelity funds. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

    Mail
    Fidelity Investments
    P.O. Box 770002
    Cincinnati, OH 45277-0081

    Individual, Joint Tenant, Sole Proprietorship, UGMA, UTMA

    • Send a letter of instruction to your investment professional or to the address at left, including your name, the fund's name, the applicable class name, your fund account number, and the dollar amount or number of shares to be sold. The letter of instruction must be signed by all persons required to sign for transactions, exactly as their names appear on the account.

    Retirement Account

    • The account owner should complete a retirement distribution form. Call your investment professional or call Fidelity at the appropriate number found in "General Information" to request one.

    Trust

    • Send a letter of instruction to your investment professional or to the address at left, including the trust's name, the fund's name, the applicable class name, the trust's fund account number, and the dollar amount or number of shares to be sold. The trustee must sign the letter of instruction indicating capacity as trustee. If the trustee's name is not in the account registration, provide a copy of the trust document certified within the last 60 days.

    Business or Organization

    • Send a letter of instruction to your investment professional or to the address at left, including the firm's name, the fund's name, the applicable class name, the firm's fund account number, and the dollar amount or number of shares to be sold. At least one person authorized by corporate resolution to act on the account must sign the letter of instruction.
    • Include a corporate resolution with corporate seal or a signature guarantee.

    Executor, Administrator, Conservator, Guardian

    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" for instructions.

    In Person

    Individual, Joint Tenant, Sole Proprietorship, UGMA, UTMA

    • Bring a letter of instruction to your investment professional. The letter of instruction must be signed by all persons required to sign for transactions, exactly as their names appear on the account.

    Retirement Account

    • The account owner should complete a retirement distribution form. Visit your investment professional to request one.

    Trust

    • Bring a letter of instruction to your investment professional. The trustee must sign the letter of instruction indicating capacity as trustee. If the trustee's name is not in the account registration, provide a copy of the trust document certified within the last 60 days.

    Business or Organization

    • Bring a letter of instruction to your investment professional. At least one person authorized by corporate resolution to act on the account must sign the letter of instruction.
    • Include a corporate resolution with corporate seal or a signature guarantee.

    Executor, Administrator, Conservator, Guardian

    • Visit your investment professional for instructions.

    Automatically

    • Use Fidelity Advisor Systematic Exchange Program to exchange to the same class of another Fidelity fund that offers Advisor classes of shares or to certain Fidelity funds.
    • Use Fidelity Advisor Systematic Withdrawal Program to set up periodic redemptions from your Class A, Class T, Class B, or Class C account.

    Prospectus

    Shareholder Information - continued

    Exchanging Shares

    An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

    As a Class A shareholder, you have the privilege of exchanging Class A shares of the fund for the same class of shares of other Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund.

    As a Class T shareholder, you have the privilege of exchanging Class T shares of the fund for the same class of shares of other Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund. If you purchased your Class T shares through certain investment professionals that have signed an agreement with FDC, you also have the privilege of exchanging your Class T shares for shares of Fidelity Capital Appreciation Fund.

    As a Class B shareholder, you have the privilege of exchanging Class B shares of the fund for the same class of shares of other Fidelity funds that offer Advisor classes of shares or for Advisor B Class shares of Treasury Fund.

    As a Class C shareholder, you have the privilege of exchanging Class C shares of the fund for the same class of shares of other Fidelity funds that offer Advisor classes of shares or for Advisor C Class shares of Treasury Fund.

    However, you should note the following policies and restrictions governing exchanges:

    • The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
    • The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
    • Any exchanges of Class A, Class T, Class B, and Class C shares are not subject to a CDSC.
    • Before exchanging into a fund or class, read its prospectus.
    • The fund or class you are exchanging into must be available for sale in your state.
    • Exchanges may have tax consequences for you.
    • If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.
    • Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

    Prospectus

    The fund may terminate or modify the exchange privileges in the future.

    Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

    Account Features and Policies

    Features

    The following features are available to buy and sell shares of the fund.

    Automatic Investment and Withdrawal Programs. Fidelity offers convenient services that let you automatically transfer money into your account, between accounts, or out of your account. While automatic investment programs do not guarantee a profit and will not protect you against loss in a declining market, they can be an excellent way to invest for retirement, a home, educational expenses, and other long-term financial goals. Automatic withdrawal or exchange programs can be a convenient way to provide a consistent income flow or to move money between your investments.

    Fidelity Advisor Systematic Investment Program
    To move money from your bank account to a Fidelity fund that offers Advisor classes of shares.

    Minimum
    Initial

    $100

    Minimum
    Additional

    $100

    Frequency

    Monthly, bimonthly, quarterly,
    or semi-annually

    Procedures

    • To set up for a new account, complete the appropriate section on the application.
    • To set up for existing accounts, call your investment professional or call Fidelity at the appropriate number found in "General Information" for an application.
    • To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 10 business days prior to your next scheduled investment date.

    To direct distributions from a Fidelity Defined Trust to Class T of a Fidelity fund that offers Advisor classes of shares.

    Minimum
    Initial

    Not Applicable

    Minimum
    Additional

    Not Applicable

    Procedures

    • To set up for a new or existing account, call your investment professional or call Fidelity at the appropriate number found in "General Information" for the appropriate enrollment form.
    • To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information."

    Fidelity Advisor Systematic Exchange Program
    To move money from certain Fidelity money market funds to Class A, Class T, Class B, or Class C of a Fidelity fund that offers Advisor classes of shares or from Class A, Class T, Class B, or Class C of a Fidelity fund that offers Advisor classes of shares to the same class of another Fidelity fund.

    Minimum

    $100

    Frequency

    Monthly, quarterly,
    semi-annually, or annually

    Procedures

    • To set up, call your investment professional or call Fidelity at the appropriate number found in "General Information" after both accounts are opened.
    • To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 2 business days prior to your next scheduled exchange date.
    • The account into which the exchange is being processed must have a minimum balance of $1,000.

    Fidelity Advisor Systematic Withdrawal Program
    To set up periodic redemptions from your Class A, Class T, Class B, or Class C account to you or to your bank checking account.

    Minimum

    $100

    Maximum

    $50,000

    Frequency

    Class A and Class T: Monthly, quarterly, or semi-annually

    Class B and Class C: Monthly or quarterly

    Procedures

    • To set up, call your investment professional or call Fidelity at the appropriate number found in "General Information" for instructions.
    • To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 10 business days prior to your next scheduled withdrawal date.
    • Aggregate redemptions per 12-month period from your Class B or Class C account may not exceed 10% of the account value and are not subject to a CDSC; and you may set your withdrawal amount as a percentage of the value of your account or a fixed dollar amount.
    • Because of Class A's and Class T's front-end sales charge, you may not want to set up a systematic withdrawal plan during a period when you are buying Class A or Class T shares on a regular basis.

    Prospectus

    Shareholder Information - continued

    Other Features. The following other features are also available to buy and sell shares of the fund.

    Wire
    To purchase and sell shares via the Federal Reserve Wire System.

    • You must sign up for the wire feature before using it. Complete the appropriate section on the application when opening your account.
    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" before your first use to verify that this feature is set up on your account.
    • To sell shares by wire, you must designate the U.S. commercial bank account(s) into which you wish the redemption proceeds deposited.
    • To add the wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a signature guarantee, to your investment professional or to Fidelity at the address found in "General Information."

    Fidelity Advisor Money Line
    To transfer money between your bank account and your fund account.

    • You must sign up for the Fidelity Advisor Money Line feature before using it. Complete the appropriate section on the application and then call your investment professional or call Fidelity at the appropriate number found in "General Information" before your first use to verify that this feature is set up on your account.
    • Maximum transaction: $100,000

    Policies

    The following policies apply to you as a shareholder.

    Statements and reports that Fidelity sends to you include the following:

    • Confirmation statements (after transactions affecting your account balance except reinvestment of distributions in the fund or another fund and certain transactions through automatic investment or withdrawal programs).
    • Monthly or quarterly account statements (detailing account balances and all transactions completed during the prior month or quarter).
    • Financial reports (every six months).

    To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.

    You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

    Prospectus

    When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.

    You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

    If your account balance falls below $1,000 for any reason, including solely due to declines in NAV, you will be given 30 days' notice to reestablish the minimum balance. If you do not increase your balance, Fidelity may close your account and send the proceeds to you. Your shares will be sold at the NAV, minus any applicable CDSC, on the day your account is closed. Accounts not subject to account minimums will not be closed for failure to maintain a minimum balance.

    Fidelity may charge a fee for certain services, such as providing historical account documents.

    Dividends and Capital Gain Distributions

    The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

    The fund normally pays dividends and capital gain distributions in December and January.

    Distribution Options

    When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available for each class:

    1. Reinvestment Option. Your dividends and capital gain distributions will be automatically reinvested in additional shares of the same class of the fund. If you do not indicate a choice on your application, you will be assigned this option.

    Prospectus

    Shareholder Information - continued

    2. Income-Earned Option. Your capital gain distributions will be automatically reinvested in additional shares of the same class of the fund. Your dividends will be paid in cash.

    3. Cash Option. Your dividends and capital gain distributions will be paid in cash.

    4. Directed Dividends® Option. Your dividends will be automatically invested in the same class of shares of another identically registered Fidelity fund that offers Advisor classes of shares or shares of certain identically registered Fidelity funds. Your capital gain distributions will be automatically invested in the same class of shares of another identically registered Fidelity fund that offers Advisor classes of shares or shares of certain identically registered Fidelity funds, automatically reinvested in additional shares of the same class of the fund, or paid in cash.

    Not all distribution options are available for every account. If the option you prefer is not listed on your account application, or if you want to change your current option, contact your investment professional directly or call Fidelity.

    If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

    Tax Consequences

    As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

    Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

    For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

    If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

    Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

    Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

    Prospectus

    Fund Services

    Fund Management

    The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

    FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

    <R>As of March 29, 2006, FMR had approximately $9.8 billion in discretionary assets under management.</R>

    As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.

    <R>FMR Co., Inc. (FMRC) serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.</R>

    <R>FMRC is an affiliate of FMR. As of March 29, 2006, FMRC had approximately $693.9 billion in discretionary assets under management.</R>

    <R>Fidelity Research & Analysis Company (FRAC), formerly known as Fidelity Management & Research (Far East) Inc., serves as a sub-adviser for the fund. FRAC, an affiliate of FMR, was organized in 1986 to provide investment research and advice on issuers based outside the United States and currently also provides investment research and advice on domestic issuers. FRAC may provide investment research and advice and may also provide investment advisory services for the fund.</R>

    Affiliates assist FMR with foreign investments:

    • <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 25 Lovat Lane, London, EC3R 8LL, England, serves as a sub-adviser for the fund. FMR U.K. was organized in 1986 to provide investment research and advice to FMR. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund.</R>
    • <R>Fidelity International Investment Advisors (FIIA), at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda, serves as a sub-adviser for the fund. As of October 11, 2006, FIIA had approximately $32.8 billion in discretionary assets under management. FIIA may provide investment research and advice on issuers based outside the United States for the fund.</R>
    • <R>Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), at 25 Cannon Street, London, EC4M 5TA, England, serves as a sub-adviser for the fund. As of September 27, 2006, FIIA(U.K.)L had approximately $20.9 billion in discretionary assets under management. FIIA(U.K.)L may provide investment research and advice on issuers based outside the United States for the fund.</R>
    • <R>Fidelity Investments Japan Limited (FIJ), at Shiroyama Trust Tower, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan, serves as a sub-adviser for the fund. As of September 27, 2006, FIJ had approximately $33.7 billion in discretionary assets under management. FIJ may provide investment research and advice on issuers based outside the United States and may also provide investment advisory and order execution services for the fund from time to time.</R>

    Prospectus

    Fund Services - continued

    Steven Calhoun is vice president and manager of Advisor Aggressive Growth Fund, which he has managed since June 2005. He also manages other Fidelity funds. Since joining Fidelity Investments in 1994, Mr. Calhoun has worked as a research analyst and manager.

    The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Mr. Calhoun.

    From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

    The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.

    The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52%, and it drops as total assets under management increase.

    <R>For November 2006, the group fee rate was 0.26%. The individual fund fee rate is 0.35%.</R>

    <R>The total management fee for the fiscal year ended November 30, 2006, was 0.62% of the fund's average net assets.</R>

    <R>FMR pays FMRC and FMR U.K. for providing sub-advisory services. FMR and its affiliates pay FRAC for providing sub-advisory services. FMR pays FIIA for providing sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FIIA or FRAC in turn pays FIJ for providing sub-advisory services.</R>

    <R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's annual report for the fiscal period ended November 30, 2006.</R>

    <R>FMR may, from time to time, agree to reimburse a class for management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement arrangements which may be discontinued by FMR at any time, can decrease a class's expenses and boost its performance.</R>

    Prospectus

    Fund Distribution

    The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

    FDC distributes each class's shares.

    <R>Intermediaries, including banks, broker-dealers, and other service-providers, may receive from FMR, FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form of:</R>

    • sales charges and concessions
    • distribution and/or service (12b-1) fees
    • finder's fees
    • payments for additional distribution-related activities and/or shareholder services
    • <R>payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary</R>

    These payments are described in more detail on the following pages and in the SAI.

    <R>You may pay a sales charge when you buy or sell your Class A, Class T, Class B, or Class C shares.</R>

    FDC collects the sales charge.

    <R>As described in detail on the following pages, you may be entitled to a waiver of your sales charge, or to pay a reduced sales charge, when you buy or sell Class A, Class T, Class B, or Class C shares.</R>

    The front-end sales charge will be reduced for purchases of Class A and Class T shares according to the sales charge schedules below.

    Sales Charges and Concessions - Class A

    <R>Sales Charge</R>

    <R>As a % of
    offering
    price
    A</R>

    <R>As an
    approximate
    % of net
    amount
    invested
    A</R>

    <R>Investment
    professional
    concession as
    % of offering
    price
    </R>

    <R>Up to $49,999B</R>

    <R> 5.75%</R>

    <R> 6.10%</R>

    <R> 5.00%</R>

    <R>$50,000 to $99,999</R>

    <R> 4.50%</R>

    <R> 4.71%</R>

    <R> 3.75%</R>

    <R>$100,000 to $249,999</R>

    <R> 3.50%</R>

    <R> 3.63%</R>

    <R> 2.75%</R>

    <R>$250,000 to $499,999</R>

    <R> 2.50%</R>

    <R> 2.56%</R>

    <R> 2.00%</R>

    <R>$500,000 to $999,999</R>

    <R> 2.00%</R>

    <R> 2.04%</R>

    <R> 1.75%</R>

    <R>$1,000,000 to $3,999,999</R>

    <R> None</R>

    <R> None</R>

    <R> 1.00%</R>

    <R>$4,000,000 to $24,999,999</R>

    <R> None</R>

    <R> None</R>

    <R> 0.50%</R>

    <R>$25,000,000 or more</R>

    <R> None</R>

    <R> None</R>

    <R> 0.25%</R>

    <R>A The actual sales charge you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.</R>

    <R>B Purchases of $5.00 or less will not pay a sales charge.</R>

    Prospectus

    Fund Services - continued

    Investments in Class A shares of $1 million or more may, upon redemption for any reason, including failure to maintain the account minimum, be assessed a CDSC based on the following schedule:

    From Date
    of Purchase

    Contingent Deferred
    Sales Charge
    A

    Less than 1 year

    1.00%

    1 year to less than 2 years

    0.50%

    2 years or more

    0.00%

    A The actual sales charge you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.

    <R> </R>

    When exchanging Class A shares of one fund for Class A shares of another Fidelity fund that offers Advisor classes of shares or Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, your Class A shares retain the CDSC schedule in effect when they were originally bought.

    Sales Charges and Concessions - Class T

    <R>Sales Charge</R>

    <R>As a % of
    offering
    price
    A</R>

    <R>As an
    approximate
    % of net
    amount
    invested
    A</R>

    <R>Investment
    professional
    concession as
    % of offering
    price
    </R>

    <R>Up to $49,999</R>

    <R> 3.50%</R>

    <R> 3.63%</R>

    <R> 3.00%</R>

    <R>$50,000 to $99,999</R>

    <R> 3.00%</R>

    <R> 3.09%</R>

    <R> 2.50%</R>

    <R>$100,000 to $249,999</R>

    <R> 2.50%</R>

    <R> 2.56%</R>

    <R> 2.00%</R>

    <R>$250,000 to $499,999</R>

    <R> 1.50%</R>

    <R> 1.52%</R>

    <R> 1.25%</R>

    <R>$500,000 to $999,999</R>

    <R> 1.00%</R>

    <R> 1.01%</R>

    <R> 0.75%</R>

    <R>$1,000,000 or more</R>

    <R> None</R>

    <R> None</R>

    <R> 0.25%</R>

    <R>A The actual sales charge you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.</R>

    Investments in Class T shares of $1 million or more may, upon redemption less than one year after purchase, for any reason, including failure to maintain the account minimum, be assessed a CDSC of 0.25%. The actual CDSC you pay may be higher or lower than that calculated using this percentage due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.

    When exchanging Class T shares of one fund for Class T shares of another Fidelity fund that offers Advisor classes of shares or Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, your Class T shares retain the CDSC schedule in effect when they were originally bought.

    Class A or Class T shares purchased by an individual or company through the Combined Purchase, Rights of Accumulation, or Letter of Intent program may receive a reduced front-end sales charge according to the sales charge schedules above. To qualify for a Class A or Class T front-end sales charge reduction under one of these programs, you must notify Fidelity in advance of your purchase.

    <R>Combined Purchase, Rights of Accumulation, and Letter of Intent Programs. The following qualify as an "individual" or "company" for the purposes of determining eligibility for the Combined Purchase and Rights of Accumulation program: an individual, spouse, and their children under age 21 purchasing for his/her or their own account; a trustee, administrator, or other fiduciary purchasing for a single trust estate or a single fiduciary account or for a single or parent-subsidiary group of "employee benefit plans" (except SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs; and tax-exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue Code). The following qualify as an "individual" or "company" for the purposes of determining eligibility for the Letter of Intent program: an individual, spouse, and their children under age 21 purchasing for his/her or their own account; a trustee, administrator, or other fiduciary purchasing for a single trust estate or a single fiduciary account (except SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)); an IRA or plans covering sole-proprietors (formerly Keogh/H.R. 10 plans); plans investing through the Fidelity Advisor 403(b) program; and tax-exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue Code).</R>

    Prospectus

    Combined Purchase. To receive a Class A or Class T front-end sales charge reduction, if you are a new shareholder, you may combine your purchase of Class A or Class T shares with purchases of: (i) Class A, Class T, Class B, and Class C shares of any Fidelity fund that offers Advisor classes of shares, (ii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, and (iii) Class A Units (New and Old), Class B Units (New and Old), Class C Units, Class D Units, and Class P Units of the Fidelity Advisor 529 Plan. For your purchases to be aggregated for the purpose of qualifying for the Combined Purchase program, they must be made on the same day through one intermediary.

    <R>Rights of Accumulation. To receive a Class A or Class T front-end sales charge reduction, if you are an existing shareholder, you may add to your purchase of Class A or Class T shares the current value of your holdings in: (i) Class A, Class T, Class B, and Class C shares of any Fidelity fund that offers Advisor classes of shares, (ii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, (iii) Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund acquired by exchange from any Fidelity fund that offers Advisor classes of shares, (iv) Class O shares of Advisor Diversified Stock Fund and Advisor Capital Development Fund, and (v) Class A Units (New and Old), Class B Units (New and Old), Class C Units, Class D Units, and Class P Units of the Fidelity Advisor 529 Plan. The current value of your holdings is determined at the NAV at the close of business on the day prior to your purchase of Class A or Class T shares. The current value of your holdings will be added to your purchase of Class A or Class T shares for the purpose of qualifying for the Rights of Accumulation program. For your purchases and holdings to be aggregated for the purpose of qualifying for the Rights of Accumulation program, they must have been made through one intermediary.</R>

    Letter of Intent. You may receive a Class A or Class T front-end sales charge reduction on your purchases of Class A and Class T shares made during a 13-month period by signing a Letter of Intent (Letter). You must file your Letter with Fidelity within 90 days of the start of your purchases toward completing your Letter. Each Class A or Class T purchase you make toward completing your Letter will be entitled to the reduced front-end sales charge applicable to the total investment indicated in the Letter. Purchases of the following may be aggregated for the purpose of completing your Letter: (i) Class A and Class T shares of any Fidelity fund that offers Advisor classes of shares (except those acquired by exchange from Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund that had been previously exchanged from a Fidelity fund that offers Advisor classes of shares), (ii) Class B and Class C shares of any Fidelity fund that offers Advisor classes of shares, (iii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, and (iv) Class A Units (New and Old), Class B Units (New and Old), Class C Units, Class D Units, and Class P Units of the Fidelity Advisor 529 Plan. Reinvested income and capital gain distributions will not be considered purchases for the purpose of completing your Letter. For your purchases to be aggregated for the purpose of completing your Letter, they must be made through one intermediary. Your initial purchase toward completing your Letter must be at least 5% of the total investment specified in your Letter. Fidelity will register Class A or Class T shares equal to 5% of the total investment specified in your Letter in your name and will hold those shares in escrow. You will earn income, dividends and capital gain distributions on escrowed Class A and Class T shares. The escrow will be released when you complete your Letter. You are not obligated to complete your Letter. If you do not complete your Letter, you must pay the increased front-end sales charges due. If you do not pay the increased front-end sales charges within 20 days after the date your Letter expires, Fidelity will redeem sufficient escrowed Class A or Class T shares to pay any applicable front-end sales charges. If you purchase more than the amount specified in your Letter and qualify for additional Class A or Class T front-end sales charge reductions, the front-end sales charge will be adjusted to reflect your total purchase at the end of 13 months and the surplus amount will be applied to your purchase of additional Class A or Class T shares at the then-current offering price applicable to the total investment.

    Prospectus

    Fund Services - continued

    Detailed information about these programs also is available on www.advisor.fidelity.com. In order to obtain the benefit of a front-end sales charge reduction for which you may be eligible, you may need to inform your investment professional of other accounts you, your spouse, or your children maintain with your investment professional or other investment professionals from the same intermediary.

    Prospectus

    Class B shares may, upon redemption for any reason, including failure to maintain the account minimum, be assessed a CDSC based on the following schedule:

    From Date
    of Purchase

    Contingent Deferred
    Sales Charge
    A

    Less than 1 year

    5%

    1 year to less than 2 years

    4%

    2 years to less than 3 years

    3%

    3 years to less than 4 years

    3%

    4 years to less than 5 years

    2%

    5 years to less than 6 years

    1%

    6 years to less than 7 yearsB

    0%

    A The actual CDSC you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.

    B After a maximum of seven years, Class B shares will convert automatically to Class A shares of the fund.

    When exchanging Class B shares of one fund for Class B shares of another Fidelity fund that offers Advisor classes of shares or Advisor B Class shares of Treasury Fund, your Class B shares retain the CDSC schedule in effect when they were originally bought.

    Except as provided below, investment professionals receive as compensation from FDC, at the time of sale, a concession equal to 4.00% of your purchase of Class B shares. For purchases of Class B shares through reinvested dividends or capital gain distributions, investment professionals do not receive a concession at the time of sale.

    Class C shares may, upon redemption less than one year after purchase, for any reason, including failure to maintain the account minimum, be assessed a CDSC of 1.00%. The actual CDSC you pay may be higher or lower than that calculated using this percentage due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class's NAV.

    Except as provided below, investment professionals will receive as compensation from FDC, at the time of the sale, a concession equal to 1.00% of your purchase of Class C shares. For purchases of Class C shares made for an intermediary-sponsored managed account program, employee benefit plan, 403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvested dividends or capital gain distributions, investment professionals do not receive a concession at the time of sale.

    <R>The CDSC for Class A, Class T, Class B, and Class C shares will be calculated based on the lesser of the cost of each class's shares, as applicable, at the initial date of purchase or the value of those shares, as applicable, at redemption, not including any reinvested dividends or capital gains. Class A, Class T, Class B, and Class C shares acquired through reinvestment of dividends or capital gain distributions will not be subject to a CDSC. In determining the applicability and rate of any CDSC at redemption, shares representing reinvested dividends and capital gains will be redeemed first, followed by those shares that have been held for the longest period of time.</R>

    Prospectus

    Fund Services - continued

    A front-end sales charge will not apply to the following Class A shares:

    <R>1. Purchased for an employee benefit plan. For this purpose, employee benefit plans generally include profit sharing, 401(k), and 403(b) plans, but do not include: IRAs; SIMPLE, SEP, or SARSEP plans; plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans); health savings accounts; or plans investing through the Fidelity Advisor 403(b) program;</R>

    <R>2. Purchased for an insurance company separate account used to fund annuity contracts for employee benefit plans (as defined above);</R>

    <R>3. Purchased by broker-dealer, registered investment adviser, insurance company, trust institution or bank trust department managed account programs that charge an asset-based fee;</R>

    <R>4. Purchased by a bank trust officer, registered representative, or other employee (or a member of one of their immediate families) of intermediaries having agreements with FDC. A member of the immediate family of a bank trust officer, a registered representative, or other employee of intermediaries having agreements with FDC, is a spouse of one of those individuals, an account for which one of those individuals is acting as custodian for a minor child, and a trust account that is registered for the sole benefit of a minor child of one of those individuals;</R>

    <R>5. Purchased by the Fidelity Investments Charitable Gift Fund;</R>

    <R>6. Purchased to repay a loan against Class A or Class B shares held in the investor's Fidelity Advisor 403(b) program; or</R>

    <R>7. Purchased by broker-dealer, registered investment adviser, insurance company, trust institution, or bank trust department health savings account programs.</R>

    <R> </R>

    A front-end sales charge will not apply to the following Class T shares:

    <R>1. Purchased for an employee benefit plan. For this purpose, employee benefit plans generally include profit sharing, 401(k), and 403(b) plans, but do not include: IRAs; SIMPLE, SEP, or SARSEP plans; plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans); health savings accounts; or plans investing through the Fidelity Advisor 403(b) program;</R>

    2. Purchased for an insurance company separate account used to fund annuity contracts for employee benefit plans (as defined above);

    3. Purchased by broker-dealer, registered investment adviser, insurance company, trust institution or bank trust department managed account programs that charge an asset-based fee;

    4. Purchased for a Fidelity or Fidelity Advisor account (including purchases by exchange) with the proceeds of a distribution from (i) an insurance company separate account used to fund annuity contracts for employee benefit plans, 403(b) programs, or plans covering sole-proprietors (formerly Keogh/H.R. 10 plans) that are invested in Fidelity Advisor or Fidelity funds, or (ii) an employee benefit plan, a 403(b) program other than a Fidelity Advisor 403(b) program, or plan covering a sole-proprietor (formerly Keogh/H.R. 10 plan) that is invested in Fidelity Advisor or Fidelity funds. (Distributions other than those transferred to an IRA account must be transferred directly into a Fidelity account.);

    Prospectus

    5. Purchased for any state, county, or city, or any governmental instrumentality, department, authority or agency;

    6. Purchased by a current or former Trustee or officer of a Fidelity fund or a current or retired officer, director or regular employee of FMR Corp. or Fidelity International Limited (FIL) or their direct or indirect subsidiaries (a Fidelity Trustee or employee), the spouse of a Fidelity Trustee or employee, a Fidelity Trustee or employee acting as custodian for a minor child, or a person acting as trustee of a trust for the sole benefit of the minor child of a Fidelity Trustee or employee;

    7. Purchased by a charitable organization (as defined for purposes of Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;

    8. Purchased by the Fidelity Investments Charitable Gift Fund;

    9. Purchased by a bank trust officer, registered representative, or other employee (or a member of one of their immediate families) of intermediaries having agreements with FDC. A member of the immediate family of a bank trust officer, a registered representative, or other employee of intermediaries having agreements with FDC, is a spouse of one of those individuals, an account for which one of those individuals is acting as custodian for a minor child, and a trust account that is registered for the sole benefit of a minor child of one of those individuals;

    10. Purchased for a charitable remainder trust or life income pool established for the benefit of a charitable organization (as defined for purposes of Section 501(c)(3) of the Internal Revenue Code);

    <R>11. Purchased with distributions of income, principal, and capital gains from Fidelity Defined Trusts;</R>

    <R>12. Purchased to repay a loan against Class T shares held in the investor's Fidelity Advisor 403(b) program; or</R>

    <R>13. Purchased by broker-dealer, registered investment adviser, insurance company, trust institution, or bank trust department health savings account programs.</R>

    <R>Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (1940 Act), FDC exercises its right to waive Class A's and Class T's front-end sales charge on shares acquired through reinvestment of dividends and capital gain distributions or in connection with a fund's merger with or acquisition of any investment company or trust. FDC also exercises its right to waive Class A's front-end sales charge on purchases of $5.00 or less.</R>

    <R>The Class A or Class T CDSC will not apply to the redemption of shares:</R>

    <R>1. Held by insurance company separate accounts;</R>

    <R>2. For plan loans or distributions or exchanges to non-Advisor fund investment options from employee benefit plans (except shares of SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs other than Fidelity Advisor 403(b) programs for which Fidelity or an affiliate serves as custodian;</R>

    Prospectus

    Fund Services - continued

    <R>3. For disability, payment of death benefits, or minimum required distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs, Rollover IRAs, SIMPLE IRAs, SEPs, SARSEPs, and plans covering a sole-proprietor or self-employed individuals and their employees (formerly Keogh/H.R. 10 plans);</R>

    <R>4. Purchased by the Fidelity Investments Charitable Gift Fund; or</R>

    <R>5. On which a finder's fee was eligible to be paid to an investment professional at the time of purchase, but was not paid because payment was declined. (To determine your eligibility for this CDSC waiver, please ask your investment professional if he or she received a finder's fee at the time of purchase.)</R>

    <R>The Class B or Class C CDSC will not apply to the redemption of shares:</R>

    <R>1. For disability or death, provided that the shares are sold within one year following the death or the initial determination of disability;</R>

    <R>2. That are permitted without penalty at age 70 1/2 pursuant to the Internal Revenue Code from retirement plans or accounts (except Traditional IRAs, Roth IRAs and Rollover IRAs);</R>

    <R>3. For disability, payment of death benefits, or minimum required distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs and Rollover IRAs; or</R>

    4. Through the Fidelity Advisor Systematic Withdrawal Program;

    5. (Applicable to Class C only) From an employee benefit plan, 403(b) program, or plan covering a sole-proprietor (formerly Keogh/H.R. 10 plan); or

    6. (Applicable to Class C only) From an intermediary-sponsored managed account program.

    <R>You may be required to submit a waiver form with these transactions.</R>

    To qualify for a Class A or Class T front-end sales charge reduction or waiver, you must notify Fidelity in advance of your purchase.

    <R>You may be required to notify Fidelity in advance of your redemption to qualify for a Class A, Class T, Class B, or Class C CDSC waiver.</R>

    Information on sales charge reductions and waivers, including CDSC waivers, is available free of charge on www.advisor.fidelity.com.

    <R>Finder's Fees. Finder's fees may be paid to investment professionals who sell Class A and Class T shares in purchase amounts of $1 million or more. For Class A share purchases, investment professionals may be compensated at the time of purchase with a finder's fee at the rate of 1.00% of the purchase amount for purchases of $1 million up to $4 million, 0.50% of the purchase amount for purchases of $4 million up to $25 million, and 0.25% of the purchase amount for purchases of $25 million or more. For Class T purchases, investment professionals may be compensated at the time of purchase with a finder's fee at the rate of 0.25% of the purchase amount.</R>

    Prospectus

    <R>Investment professionals may be eligible for a finder's fee on the following purchases of Class A and Class T shares made through broker-dealers and banks: a trade that brings the value of the accumulated account(s) of an investor, including a 403(b) program or an employee benefit plan (except a SEP or SARSEP plan or a plan covering self-employed individuals and their employees (formerly a Keogh/H.R. 10 plan)), over $1 million; a trade for an investor with an accumulated account value of $1 million or more; and an incremental trade toward an investor's $1 million Letter. Accumulated account value for purposes of finder's fees eligibility is determined the same as it is for Rights of Accumulation. Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund are not counted for this purpose unless acquired by exchange from any Fidelity fund that offers Advisor classes of shares. For information, see "Combined Purchase, Rights of Accumulation, and Letter of Intent Programs" above.</R>

    <R>Finder's fees are not paid in connection with purchases of Class A or Class T shares by insurance company separate accounts or the Fidelity Investments Charitable Gift Fund, or purchases of Class A or Class T shares made with the proceeds from the redemption of shares of any Fidelity fund.</R>

    <R>To qualify to receive a finder's fee, an investment professional must notify Fidelity in advance, and may be required to enter into an agreement with FDC in order to receive the finder's fee.</R>

    <R>Reinstatement Privilege. If you have sold all or part of your Class A, Class T, Class B, or Class C shares of the fund, you may reinvest an amount equal to all or a portion of the redemption proceeds in the same class of the fund or another Fidelity fund that offers Advisor classes of shares, at the NAV next determined after receipt in proper form of your investment order, provided that such reinvestment is made within 90 days of redemption. Under these circumstances, the dollar amount of the CDSC you paid, if any, on shares will be reimbursed to you by reinvesting that amount in Class A, Class T, Class B, or Class C shares , as applicable. You must reinstate your Class A, Class T, Class B, or Class C shares into an account with the same registration. This privilege may be exercised only once by a shareholder with respect to the fund and certain restrictions may apply. For purposes of the CDSC schedule, the holding period will continue as if the Class A, Class T, Class B, or Class C shares had not been redeemed.</R>

    To qualify for the reinstatement privilege, you must notify Fidelity in writing in advance of your reinvestment.

    Conversion Feature. After a maximum of seven years from the initial date of purchase, Class B shares and any capital appreciation associated with those shares convert automatically to Class A shares of the fund. Conversion to Class A shares will be made at NAV. At the time of conversion, a portion of the Class B shares bought through the reinvestment of dividends or capital gains (Dividend Shares) will also convert to Class A shares. The portion of Dividend Shares that will convert is determined by the ratio of your converting Class B non-Dividend Shares to your total Class B non-Dividend Shares.

    Prospectus

    Fund Services - continued

    Class A has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class A is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class A shares. Class A may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Currently, the Trustees have not approved such payments. The Trustees may approve 12b-1 (distribution) fee payments at an annual rate of up to 0.50% of Class A's average net assets when the Trustees believe that it is in the best interests of Class A shareholders to do so.

    In addition, pursuant to the Class A plan, Class A pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class A's average net assets throughout the month for providing shareholder support services.

    <R>Except as provided below, during the first year of investment and thereafter, FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing shareholder support services. For purchases of Class A shares on which a finder's fee was paid to intermediaries, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.</R>

    Class T has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class T is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class T shares. Class T may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Class T currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.25% of its average net assets throughout the month. Class T's 12b-1 (distribution) fee rate may be increased only when the Trustees believe that it is in the best interests of Class T shareholders to do so.

    FDC may reallow up to the full amount of this 12b-1 (distribution) fee to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing services intended to result in the sale of Class T shares.

    In addition, pursuant to the Class T plan, Class T pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class T's average net assets throughout the month for providing shareholder support services.

    FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing shareholder support services.

    Class B has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class B is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class B shares. Class B currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.

    Prospectus

    In addition, pursuant to the Class B plan, Class B pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class B's average net assets throughout the month for providing shareholder support services.

    FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing shareholder support services.

    Class C has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class C is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class C shares. Class C currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.

    In addition, pursuant to the Class C plan, Class C pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class C's average net assets throughout the month for providing shareholder support services.

    Normally, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (distribution) fees to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing services intended to result in the sale of Class C shares and may reallow up to the full amount of the 12b-1 (service) fee to intermediaries, including its affiliates, for providing shareholder support services.

    For purchases of Class C shares made for an intermediary-sponsored managed account program, employee benefit plan, 403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvestment of dividends or capital gain distributions, during the first year of investment and thereafter, FDC may reallow up to the full amount of this 12b-1 (distribution) fee paid by such shares to intermediaries, including its affiliates, for providing services intended to result in the sale of Class C shares and may reallow up to the full amount of this 12b-1 (service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.

    <R>Any fees paid out of each class's assets on an ongoing basis pursuant to a Distribution and Service Plan will increase the cost of your investment and may cost you more than paying other types of sales charges.</R>

    <R>In addition to the above payments, each plan specifically recognizes that FMR may make payments from its management fee revenue, past profits, or other resources to FDC for expenses incurred in connection with providing services intended to result in the sale of the applicable class's shares and/or shareholder support services. FMR, directly or through FDC or one or more affiliates, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class A, Class T, Class B, and Class C. Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

    Prospectus

    Fund Services - continued

    No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

    Prospectus

    Appendix

    Financial Highlights

    <R>The financial highlights tables are intended to help you understand each class's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the fund's financial highlights and financial statements, is included in the fund's annual report. A free copy of the annual report is available upon request.</R>

    Advisor Agressive Growth - Class A

    <R>Years ended November 30,</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>2003</R>

    <R>2002</R>

    <R>Selected Per-Share Data</R>

    <R>Net asset value, beginning of period </R>

    <R>$ 9.42</R>

    <R>$ 8.61</R>

    <R>$ 8.02</R>

    <R>$ 6.47</R>

    <R>$ 8.08</R>

    <R>Income from Investment Operations</R>

    <R>Net investment income (loss) C </R>

    <R> (.05) F</R>

    <R> (.06) G</R>

    <R> (.09)</R>

    <R> (.06)</R>

    <R> (.08)</R>

    <R>Net realized and unrealized gain (loss) </R>

    <R> 1.16</R>

    <R> .87</R>

    <R> .68</R>

    <R> 1.61</R>

    <R> (1.53)</R>

    <R>Total from investment operations </R>

    <R> 1.11</R>

    <R> .81</R>

    <R> .59</R>

    <R> 1.55</R>

    <R> (1.61)</R>

    <R>Net asset value, end of period </R>

    <R>$ 10.53</R>

    <R>$ 9.42</R>

    <R>$ 8.61</R>

    <R>$ 8.02</R>

    <R>$ 6.47</R>

    <R>Total Return A, B </R>

    <R> 11.78%</R>

    <R> 9.41%</R>

    <R> 7.36%</R>

    <R> 23.96%</R>

    <R> (19.93)%</R>

    <R>Ratios to Average Net Assets D, H</R>

    <R>Expenses before reductions </R>

    <R> 1.62%</R>

    <R> 1.60%</R>

    <R> 1.90%</R>

    <R> 2.25%</R>

    <R> 2.05%</R>

    <R>Expenses net of fee waivers, if any </R>

    <R> 1.30%</R>

    <R> 1.33%</R>

    <R> 1.50%</R>

    <R> 1.54%</R>

    <R> 1.69%</R>

    <R>Expenses net of all reductions </R>

    <R> 1.28%</R>

    <R> 1.25%</R>

    <R> 1.45%</R>

    <R> 1.47%</R>

    <R> 1.49%</R>

    <R>Net investment income (loss) </R>

    <R> (.56)% F</R>

    <R> (.63)% G</R>

    <R> (1.03)%</R>

    <R> (.89)%</R>

    <R> (1.07)%</R>

    <R>Supplemental Data</R>

    <R>Net assets, end of period (000 omitted) </R>

    <R>$ 10,123</R>

    <R>$ 7,206</R>

    <R>$ 6,227</R>

    <R>$ 4,177</R>

    <R>$ 2,620</R>

    <R>Portfolio turnover rate E </R>

    <R> 173%</R>

    <R> 213%</R>

    <R> 94%</R>

    <R> 158%</R>

    <R> 473%</R>

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

    B <R>Total returns do not include the effect of the sales charges.</R>

    C <R>Calculated based on average shares outstanding during the period.</R>

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

    E <R>Amount does not include the portfolio activity of any underlying Fidelity Central Funds.</R>

    F <R>Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.81)%.</R>

    G <R>Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.69)%.</R>

    H <R>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 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.</R>

    Prospectus

    Appendix - continued

    Advisor Agressive Growth - Class T

    <R>Years ended November 30,</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>2003</R>

    <R>2002</R>

    <R>Selected Per-Share Data</R>

    <R>Net asset value, beginning of period </R>

    <R>$ 9.29</R>

    <R>$ 8.52</R>

    <R>$ 7.95</R>

    <R>$ 6.43</R>

    <R>$ 8.06</R>

    <R>Income from Investment Operations</R>

    <R>Net investment income (loss) C </R>

    <R> (.08) F</R>

    <R> (.08) G</R>

    <R> (.11)</R>

    <R> (.08)</R>

    <R> (.10)</R>

    <R>Net realized and unrealized gain (loss) </R>

    <R> 1.15</R>

    <R> .85</R>

    <R> .68</R>

    <R> 1.60</R>

    <R> (1.53)</R>

    <R>Total from investment operations </R>

    <R> 1.07</R>

    <R> .77</R>

    <R> .57</R>

    <R> 1.52</R>

    <R> (1.63)</R>

    <R>Net asset value, end of period </R>

    <R>$ 10.36</R>

    <R>$ 9.29</R>

    <R>$ 8.52</R>

    <R>$ 7.95</R>

    <R>$ 6.43</R>

    <R>Total Return A, B </R>

    <R> 11.52%</R>

    <R> 9.04%</R>

    <R> 7.17%</R>

    <R> 23.64%</R>

    <R> (20.22)%</R>

    <R>Ratios to Average Net Assets D, H</R>

    <R>Expenses before reductions </R>

    <R> 1.95%</R>

    <R> 1.93%</R>

    <R> 2.25%</R>

    <R> 2.47%</R>

    <R> 2.16%</R>

    <R>Expenses net of fee waivers, if any </R>

    <R> 1.55%</R>

    <R> 1.58%</R>

    <R> 1.75%</R>

    <R> 1.79%</R>

    <R> 1.92%</R>

    <R>Expenses net of all reductions </R>

    <R> 1.53%</R>

    <R> 1.50%</R>

    <R> 1.71%</R>

    <R> 1.72%</R>

    <R> 1.72%</R>

    <R>Net investment income (loss) </R>

    <R> (.81)% F</R>

    <R> (.88)% G</R>

    <R> (1.28)%</R>

    <R> (1.14)%</R>

    <R> (1.29)%</R>

    <R>Supplemental Data</R>

    <R>Net assets, end of period (000 omitted) </R>

    <R>$ 16,957</R>

    <R>$ 16,331</R>

    <R>$ 15,101</R>

    <R>$ 12,458</R>

    <R>$ 10,511</R>

    <R>Portfolio turnover rate E </R>

    <R> 173%</R>

    <R> 213%</R>

    <R> 94%</R>

    <R> 158%</R>

    <R> 473%</R>

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

    B <R>Total returns do not include the effect of the sales charges.</R>

    C <R>Calculated based on average shares outstanding during the period.</R>

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

    E <R>Amount does not include the portfolio activity of any underlying Fidelity Central Funds.</R>

    F <R>Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (1.06)%.</R>

    G <R>Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.94)%.</R>

    H <R>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 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.</R>

    Prospectus

    Advisor Agressive Growth - Class B

    <R>Years ended November 30,</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>2003</R>

    <R>2002</R>

    <R>Selected Per-Share Data</R>

    <R>Net asset value, beginning of period </R>

    <R>$ 9.07</R>

    <R>$ 8.36</R>

    <R>$ 7.84</R>

    <R>$ 6.37</R>

    <R>$ 8.02</R>

    <R>Income from Investment Operations</R>

    <R>Net investment income (loss) C </R>

    <R> (.12) F</R>

    <R> (.12) G</R>

    <R> (.14)</R>

    <R> (.11)</R>

    <R> (.13)</R>

    <R>Net realized and unrealized gain (loss) </R>

    <R> 1.11</R>

    <R> .83</R>

    <R> .66</R>

    <R> 1.58</R>

    <R> (1.52)</R>

    <R>Total from investment operations </R>

    <R> .99</R>

    <R> .71</R>

    <R> .52</R>

    <R> 1.47</R>

    <R> (1.65)</R>

    <R>Net asset value, end of period </R>

    <R>$ 10.06</R>

    <R>$ 9.07</R>

    <R>$ 8.36</R>

    <R>$ 7.84</R>

    <R>$ 6.37</R>

    <R>Total Return A, B </R>

    <R> 10.92%</R>

    <R> 8.49%</R>

    <R> 6.63%</R>

    <R> 23.08%</R>

    <R> (20.57)%</R>

    <R>Ratios to Average Net Assets D, H</R>

    <R>Expenses before reductions </R>

    <R> 2.36%</R>

    <R> 2.35%</R>

    <R> 2.67%</R>

    <R> 2.92%</R>

    <R> 2.73%</R>

    <R>Expenses net of fee waivers, if any </R>

    <R> 2.05%</R>

    <R> 2.09%</R>

    <R> 2.25%</R>

    <R> 2.25%</R>

    <R> 2.43%</R>

    <R>Expenses net of all reductions </R>

    <R> 2.03%</R>

    <R> 2.00%</R>

    <R> 2.21%</R>

    <R> 2.18%</R>

    <R> 2.23%</R>

    <R>Net investment income (loss) </R>

    <R> (1.31)% F</R>

    <R> (1.38)% G</R>

    <R> (1.78)%</R>

    <R> (1.60)%</R>

    <R> (1.81)%</R>

    <R>Supplemental Data</R>

    <R>Net assets, end of period (000 omitted) </R>

    <R>$ 9,106</R>

    <R>$ 9,237</R>

    <R>$ 9,593</R>

    <R>$ 8,422</R>

    <R>$ 6,262</R>

    <R>Portfolio turnover rate E </R>

    <R> 173%</R>

    <R> 213%</R>

    <R> 94%</R>

    <R> 158%</R>

    <R> 473%</R>

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

    B <R>Total returns do not include the effect of the contingent deferred sales charge.</R>

    C <R>Calculated based on average shares outstanding during the period.</R>

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

    E <R>Amount does not include the portfolio activity of any underlying Fidelity Central Funds.</R>

    F <R>Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (1.56)%.</R>

    G <R>Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (1.44)%.</R>

    H <R>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 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.</R>

    Prospectus

    Appendix - continued

    Advisor Agressive Growth - Class C

    <R>Years ended November 30,</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>2003</R>

    <R>2002</R>

    <R>Selected Per-Share Data</R>

    <R>Net asset value, beginning of period </R>

    <R>$ 9.08</R>

    <R>$ 8.37</R>

    <R>$ 7.85</R>

    <R>$ 6.38</R>

    <R>$ 8.03</R>

    <R>Income from Investment Operations</R>

    <R>Net investment income (loss) C </R>

    <R> (.12) F</R>

    <R> (.12) G</R>

    <R> (.14)</R>

    <R> (.11)</R>

    <R> (.13)</R>

    <R>Net realized and unrealized gain (loss) </R>

    <R> 1.12</R>

    <R> .83</R>

    <R> .66</R>

    <R> 1.58</R>

    <R> (1.52)</R>

    <R>Total from investment operations </R>

    <R> 1.00</R>

    <R> .71</R>

    <R> .52</R>

    <R> 1.47</R>

    <R> (1.65)</R>

    <R>Net asset value, end of period </R>

    <R>$ 10.08</R>

    <R>$ 9.08</R>

    <R>$ 8.37</R>

    <R>$ 7.85</R>

    <R>$ 6.38</R>

    <R>Total Return A, B </R>

    <R> 11.01%</R>

    <R> 8.48%</R>

    <R> 6.62%</R>

    <R> 23.04%</R>

    <R> (20.55)%</R>

    <R>Ratios to Average Net Assets D, H</R>

    <R>Expenses before reductions </R>

    <R> 2.36%</R>

    <R> 2.34%</R>

    <R> 2.52%</R>

    <R> 2.77%</R>

    <R> 2.58%</R>

    <R>Expenses net of fee waivers, if any </R>

    <R> 2.05%</R>

    <R> 2.09%</R>

    <R> 2.25%</R>

    <R> 2.25%</R>

    <R> 2.36%</R>

    <R>Expenses net of all reductions </R>

    <R> 2.03%</R>

    <R> 2.01%</R>

    <R> 2.21%</R>

    <R> 2.18%</R>

    <R> 2.16%</R>

    <R>Net investment income (loss) </R>

    <R> (1.31)% F</R>

    <R> (1.38)% G</R>

    <R> (1.78)%</R>

    <R> (1.61)%</R>

    <R> (1.74)%</R>

    <R>Supplemental Data</R>

    <R>Net assets, end of period (000 omitted) </R>

    <R>$ 7,039</R>

    <R>$ 7,791</R>

    <R>$ 9,136</R>

    <R>$ 8,427</R>

    <R>$ 6,636</R>

    <R>Portfolio turnover rate E </R>

    <R> 173%</R>

    <R> 213%</R>

    <R> 94%</R>

    <R> 158%</R>

    <R> 473%</R>

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

    B <R>Total returns do not include the effect of the contingent deferred sales charge.</R>

    C <R>Calculated based on average shares outstanding during the period.</R>

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

    E <R>Amount does not include the portfolio activity of any underlying Fidelity Central Funds.</R>

    F <R>Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (1.56)%.</R>

    G <R>Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (1.44)%.</R>

    H <R>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 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.</R>

    Prospectus

    Notes

    Notes

    Notes

    Notes

    IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

    To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

    For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

    For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

    You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

    For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

    The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.

    Investment Company Act of 1940, File Number, 811-04118.

    <R>Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity Advisor Moneyline, and Directed Dividends are registered trademarks of FMR Corp.</R>

    The third party marks appearing above are the marks of their respective owners.

    <R>1.742788.107 AAG-pro-0107</R>

    Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

    Fidelity® Advisor

    Aggressive Growth Fund

    <R>Institutional Class</R>

    <R>(Fund 201)</R>

    Prospectus

    <R>January 29, 2007

    (fidelity_logo_graphic)

    82 Devonshire Street, Boston, MA 02109</R>

    Contents

    Fund Summary

    <Click Here>

    Investment Summary

    <Click Here>

    Performance

    <Click Here>

    Fee Table

    Fund Basics

    <Click Here>

    Investment Details

    <Click Here>

    Valuing Shares

    Shareholder Information

    <Click Here>

    Buying and Selling Shares

    <Click Here>

    Exchanging Shares

    <Click Here>

    Account Features and Policies

    <Click Here>

    Dividends and Capital Gain Distributions

    <Click Here>

    Tax Consequences

    Fund Services

    <Click Here>

    Fund Management

    <Click Here>

    Fund Distribution

    Appendix

    <Click Here>

    Financial Highlights

    Prospectus

    Fund Summary

    Investment Summary

    Investment Objective

    Advisor Aggressive Growth Fund seeks capital appreciation.

    Principal Investment Strategies

    • Normally investing primarily in common stocks.
    • Normally investing in companies Fidelity Management & Research Company (FMR) believes offer the potential for accelerated earnings or revenue growth (stocks of these companies are often called "growth" stocks).
    • Focusing investments in medium-sized companies, but may also invest substantially in larger or smaller companies.
    • Investing in domestic and foreign issuers.
    • Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

    Principal Investment Risks

    • Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
    • Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
    • Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of securities of smaller issuers can be more volatile than that of larger issuers.
    • "Growth" Investing. "Growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks.

    An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

    When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money.

    Performance

    <R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the fund's performance from year to year, as represented by the performance of Institutional Class and compares Institutional Class's performance to the performance of a market index over various periods of time. Returns (before and after taxes) are based on past results and are not an indication of future performance.</R>

    Prospectus

    Fund Summary - continued

    <R>Year-by-Year Returns</R>

    <R>Advisor Aggressive Growth - Institutional Class</R>

    <R>Calendar Years</R>

    <R>2001</R>

    <R>2002</R>

    <R>2003</R>

    <R>2004</R>

    <R>2005</R>

    <R>2006</R>

    <R>-16.09%</R>

    <R>-26.55%</R>

    <R>31.21%</R>

    <R>9.95%</R>

    <R>7.51%</R>

    <R>8.42%</R>

    <R>

    </R>

    During the periods shown in the chart for Institutional Class of
    Advisor Aggressive Growth:

    Returns

    Quarter ended

    <R>Highest Quarter Return</R>

    <R> 22.68%</R>

    <R>June 30, 2001</R>

    <R>Lowest Quarter Return</R>

    <R> -26.56%</R>

    <R>September 30, 2001</R>

    Average Annual Returns

    After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement.

    <R>For the periods ended
    December 31, 2006
    </R>

    <R>Past 1
    year
    </R>

    <R>Past 5
    years
    </R>

    <R>Life of
    class
    A</R>

    <R>Advisor Aggressive Growth</R>

    <R>Institutional Class - Return Before Taxes</R>

    <R> 8.42%</R>

    <R> 4.31%</R>

    <R> 0.91%</R>

    <R> Return After Taxes on Distributions</R>

    <R> 8.42%</R>

    <R> 4.31%</R>

    <R> 0.90%</R>

    <R> Return After Taxes on Distributions
    and Sale of Fund Shares
    </R>

    <R> 5.47%</R>

    <R> 3.71%</R>

    <R> 0.77%</R>

    <R>Russell Midcap® Growth Index
    (reflects no deduction for fees, expenses, or taxes)
    </R>

    <R> 10.66%</R>

    <R> 8.22%</R>

    <R> 1.35%</R>

    <R>A From November 13, 2000.</R>

    Prospectus

    <R> </R>

    <R>Russell Midcap® Growth Index is a market capitalization-weighted index of the smallest 800 companies included in the Russell 1000® Index that exhibit growth-oriented characteristics. The Russell 1000 Index comprises the 1,000 largest U.S. domiciled companies.</R>

    <R> </R>

    Fee Table

    <R>The following table describes the fees and expenses that may be incurred when you buy, hold, or sell Institutional Class shares of the fund.</R>

    Shareholder fees (paid by the investor directly)

    Institutional Class

    Sales charge (load) on purchases and reinvested distributions

    None

    Deferred sales charge (load) on redemptions

    None

    Annual operating expenses (paid from class assets)

    <R>Institutional Class</R>

    <R>Management fee</R>

    <R>0.62%</R>

    <R>Distribution and/or Service (12b-1) fees</R>

    <R>None</R>

    <R>Other expenses</R>

    <R>0.65%</R>

    <R>Total annual class operating expensesA</R>

    <R>1.27%</R>

    A Effective February 1, 2005, FMR has voluntarily agreed to reimburse Institutional Class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), as a percentage of its average net assets, exceed 1.05%. This arrangement may be discontinued by FMR at any time.

    This example helps you compare the cost of investing in the fund with the cost of investing in other mutual funds.

    Let's say, hypothetically, that Institutional Class's annual return is 5% and that your shareholder fees and Institutional Class's annual operating expenses are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

    <R>Institutional Class</R>

    <R>1 year</R>

    <R>$ 129</R>

    <R>3 years</R>

    <R>$ 403</R>

    <R>5 years</R>

    <R>$ 697</R>

    <R>10 years</R>

    <R>$ 1,534</R>

    <R> </R>

    Prospectus

    Fund Basics

    Investment Details

    Investment Objective

    Advisor Aggressive Growth Fund seeks capital appreciation.

    Principal Investment Strategies

    FMR normally invests the fund's assets primarily in common stocks.

    FMR normally invests the fund's assets in companies it believes offer the potential for accelerated earnings or revenue growth.

    Companies with high growth potential tend to be companies with higher than average price/earnings (P/E) or price/book (P/B) ratios. Companies with strong growth potential often have new products, technologies, distribution channels, or other opportunities, or have a strong industry or market position. The stocks of these companies are often called "growth" stocks.

    Although FMR focuses on investing the fund's assets in securities issued by medium-sized companies, FMR may also make substantial investments in securities issued by larger or smaller companies.

    FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

    In buying and selling securities for the fund, FMR relies on fundamental analysis of each issuer and its potential for success in light of its current financial condition, its industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates, and management.

    In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

    FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values. If FMR's strategies do not work as intended, the fund may not achieve its objective.

    Description of Principal Security Types

    Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

    Principal Investment Risks

    Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money.

    Prospectus

    Fund Basics - continued

    The following factors can significantly affect the fund's performance:

    <R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.</R>

    Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

    Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

    "Growth" Investing. "Growth" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. "Growth" stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result, "growth" stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks.

    In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.

    Prospectus

    Fundamental Investment Policies

    The policy discussed below is fundamental, that is, subject to change only by shareholder approval.

    Advisor Aggressive Growth Fund seeks capital appreciation.

    Valuing Shares

    The fund is open for business each day the New York Stock Exchange (NYSE) is open.

    A class's net asset value per share (NAV) is the value of a single share. Fidelity normally calculates Institutional Class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV may be calculated earlier if trading on the NYSE is restricted or as permitted by the Securities and Exchange Commission (SEC). The fund's assets are valued as of this time for the purpose of computing Institutional Class's NAV.

    To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

    The fund's assets are valued primarily on the basis of market quotations or official closing prices. Certain short-term securities are valued on the basis of amortized cost. If market quotations or official closing prices are not readily available or do not accurately reflect fair value for a security or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security will be valued by another method that the Board of Trustees believes accurately reflects fair value in accordance with the Board's fair value pricing policies. For example, arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before the fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market but prior to the close of the U.S. market. Fair value pricing will be used for high yield debt and floating rate loans when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. To the extent the fund invests in other open-end funds, the fund will calculate its NAV using the NAV of the underlying funds in which it invests as described in the underlying funds' prospectuses. The fund may invest in other Fidelity funds that use the same fair value pricing policies as the fund or in Fidelity money market funds. A security's valuation may differ depending on the method used for determining value. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the fund's NAV by short-term traders. While the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

    Prospectus

    Shareholder Information

    Buying and Selling Shares

    General Information

    For account, product, and service information, please call 1-877-208-0098 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through Friday).

    Please use the following addresses:

    Buying or Selling Shares

    Fidelity Investments
    P.O. Box 770002
    Cincinnati, OH 45277-0081

    Overnight Express
    Fidelity Investments
    100 Crosby Parkway
    Covington, KY 41015

    You may buy or sell Institutional Class shares of the fund through a retirement account or an investment professional. When you invest through a retirement account or an investment professional, the procedures for buying, selling, and exchanging Institutional Class shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Institutional Class shares of the fund, including a transaction fee if you buy or sell Institutional Class shares of the fund through a broker or other investment professional.

    Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

    The different ways to set up (register) your account with Fidelity are listed in the following table.

    Ways to Set Up Your Account

    Individual or Joint Tenant

    For your general investment needs

    Retirement

    For tax-advantaged retirement savings

    • Traditional Individual Retirement Accounts (IRAs)
    • Roth IRAs
    • Rollover IRAs
    • 401(k) Plans and certain other 401(a)-qualified plans
    • Keogh Plans
    • SIMPLE IRAs
    • Simplified Employee Pension Plans (SEP-IRAs)
    • Salary Reduction SEP-IRAs (SARSEPs)

    Gifts or Transfers to a Minor (UGMA, UTMA)

    To invest for a child's education or other future needs

    Trust

    For money being invested by a trust

    Business or Organization

    For investment needs of corporations, associations, partnerships, or other groups

    The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders, including exchanges.

    For example, the fund may reject any purchase orders, including exchanges, from market timers or investors that, in FMR's opinion, may be disruptive to the fund.

    Frequent purchases and sales of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares of long-term shareholders in cases in which fluctuations in markets are not fully priced into the fund's NAV. Accordingly, the Board of Trustees has adopted policies and procedures designed to discourage excessive or short-term trading of fund shares. However, there is the risk that the fund's policies and procedures will prove ineffective in whole or in part to detect or prevent frequent trading. The fund may alter its policies at any time without prior notice to shareholders.

    Prospectus

    Shareholder Information - continued

    There is no minimum holding period and shareholders can sell their shares at any time. Shareholders will ordinarily comply with the fund's policies regarding excessive trading by allowing 90 days to pass after each investment before they sell or exchange from the fund. The fund may take action if shares are held longer than 90 days if the trading is disruptive for other reasons such as unusually large trade size. The fund reserves the right, but does not have the obligation, to reject any purchase or exchange transaction at any time. In addition, the fund reserves the right to impose restrictions on purchases or exchanges at any time or conditions that are more restrictive on disruptive, excessive, or short-term trading than those that are otherwise stated in this prospectus.

    Excessive trading activity is measured by the number of roundtrip transactions in a shareholder's account. A roundtrip transaction occurs when a shareholder buys and then sells shares of a fund within 30 days. Shareholders are limited to two roundtrip transactions per fund within any rolling 90-day period, subject to an overall limit of four roundtrip transactions across all Fidelity funds over a rolling 12-month period. Roundtrip transactions are counted at the shareholder account level for this purpose and each class of a multiple class fund is treated separately. Transactions of $1,000 or less, systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor will not count toward the roundtrip limits. For employer-sponsored retirement plans, only participant directed exchanges will count toward the roundtrip limits.

    Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block for an 85-day period. For repeat offenders, FMR may, but does not have the obligation to, impose long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's common control at any time, other than a participant's account held through an employer-sponsored retirement plan. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

    Prospectus

    <R>Qualified wrap programs will be monitored by matching the adviser's orders for purchase, exchange, or sale transactions in fund shares to determine if the adviser's orders comply with the fund's frequent trading policies. Additions to and withdrawals from a qualified wrap program by the adviser's client will not be matched with transactions initiated by the adviser. Therefore if the adviser buys shares of a fund and an individual client subsequently sells shares of the same fund within 30 days, the client's transaction is not matched with the adviser's and therefore does not count as a roundtrip. However, client initiated transactions are subject to the fund's policies on frequent trading and individual clients will be subject to restrictions due to their frequent trading in a wrap account. Excessive trading by an adviser will lead to fund blocks and the wrap program will cease to be a qualified wrap program. If the wrap program is blocked from making additional purchases or exchange purchases of a fund because of excessive trading by the adviser the wrap program will no longer be considered qualified and any transaction whether initiated by the adviser or the client will be matched when counting roundtrips. Wrap account client purchases and sale transactions will be monitored under the fund's monitoring policy as though the wrap clients were fund shareholders. A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.</R>

    The fund's excessive trade monitoring policy described above does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund-of-fund(s) or other strategy funds, or omnibus accounts. Trustees or advisers of donor-advised charitable gift funds must certify to the fund's satisfaction that they either work from an asset allocation model or direct transactions in their accounts in concert with changes in a model portfolio and that participants are limited in their ability to influence investments by the trust. A qualified fund-of-fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity fund's policies on frequent trading to shareholders at the fund-of-fund(s) level, or demonstrates that the fund-of-fund(s) has policies designed to control frequent trading and that they are reasonably likely to be effective as determined by the Fidelity fund's Treasurer. The adviser to the fund-of-fund(s) must also demonstrate to the Fidelity fund's Treasurer that its investment strategy will not lead to excessive trading. Omnibus accounts are maintained by intermediaries acting on behalf of multiple investors whose individual trades are not ordinarily disclosed to the fund. Short-term trading by these investors is likely to go undetected by the fund and may increase costs and disrupt portfolio management. The fund will monitor aggregate trading in qualified fund-of-funds and known omnibus accounts to attempt to identify disruptive trades, focusing on transactions in excess of $250,000. There is no assurance that these policies will be effective, or will successfully detect or deter market timing.

    Prospectus

    Shareholder Information - continued

    The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency.

    The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except as provided under the fund's policies with respect to known omnibus accounts, qualified fund-of-fund(s), qualified wrap accounts, donor-advised charitable gift funds, and 30 day roundtrips.

    Buying Shares

    Institutional Class shares are offered to:

    <R>1. Employee benefit plans investing through an intermediary. For this purpose, employee benefit plans generally include profit sharing, 401(k), and 403(b) plans, but do not include: IRAs; SIMPLE, SEP, or SARSEP plans; plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans); health savings accounts; or plans investing through the Fidelity Advisor 403(b) program;</R>

    2. Insurance company separate accounts;

    3. Broker-dealer, registered investment adviser, insurance company, trust institution and bank trust department managed account programs that charge an asset-based fee;

    4. Current or former Trustees or officers of a Fidelity fund or current or retired officers, directors, or regular employees of FMR Corp. or Fidelity International Limited (FIL) or their direct or indirect subsidiaries (Fidelity Trustee or employee), spouses of Fidelity Trustees or employees, Fidelity Trustees or employees acting as a custodian for a minor child, or persons acting as trustee of a trust for the sole benefit of the minor child of a Fidelity Trustee or employee;

    <R>5. Qualified tuition programs for which FMR or an affiliate serves as investment manager, or mutual funds managed by Fidelity or other parties;</R>

    <R>6. Non-U.S. public and private retirement programs and non-U.S. insurance companies, if approved by Fidelity; and</R>

    <R>7. Broker-dealer, registered investment adviser, insurance company, trust institution, and bank trust department health savings account programs.</R>

    <R>The price to buy one share of the class is the class's NAV. The class's shares are sold without a sales charge.</R>

    Your shares will be bought at the next NAV calculated after your order is received in proper form.

    Prospectus

    It is the responsibility of your investment professional to transmit your order to buy shares to Fidelity before the close of business on the day you place your order.

    <R>The fund has authorized certain intermediaries and mutual funds for which FMR or an affiliate serves as investment manager to accept orders to buy shares on its behalf. When authorized intermediaries or mutual funds receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the next NAV calculated after the order is received by the authorized intermediary or mutual fund.</R>

    The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

    When you place an order to buy shares, note the following:

    • All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks.
    • Fidelity does not accept cash.
    • When making a purchase with more than one check, each check must have a value of at least $50.
    • Fidelity reserves the right to limit the number of checks processed at one time.
    • Fidelity must receive payment within three business days after an order for shares is placed; otherwise your purchase order may be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred.
    • If your check does not clear, your purchase will be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred.
    • Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

    <R>Shares can be bought or sold through investment professionals using an automated order placement and settlement system that guarantees payment for orders on a specified date.</R>

    <R>Certain financial institutions that meet creditworthiness criteria established by Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders on behalf of customers by phone, with payment to follow no later than close of business on the next business day. If payment is not received by that time, the order will be canceled and the financial institution will be liable for any losses.</R>

    Minimums

    To Open an Account

    $2,500

    For certain Fidelity Advisor retirement accountsA

    $500

    Through regular investment plansB

    $100

    To Add to an Account

    $100

    Minimum Balance

    $1,000

    For certain Fidelity Advisor retirement accountsA

    None

    A Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.

    B An account may be opened with a minimum of $100, provided that a regular investment plan is established at the time the account is opened.

    Prospectus

    Shareholder Information - continued

    There is no minimum account balance or initial or subsequent purchase minimum for (i) investments through Portfolio Advisory ServicesSM , (ii) certain Fidelity retirement accounts funded through salary deduction, or accounts opened with the proceeds of distributions from such retirement accounts, (iii) investments through a mutual fund or a qualified tuition program for which FMR or an affiliate serves as investment manager, or (iv) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with FDC. In addition, the fund may waive or lower purchase minimums in other circumstances.

    Key Information

    Phone

    To Open an Account

    • Exchange from the same class of another Fidelity fund that offers Advisor classes of shares or from another Fidelity fund. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

    To Add to an Account

    • Exchange from the same class of another Fidelity fund that offers Advisor classes of shares or from another Fidelity fund. Call your investment professional or call Fidelity at the appropriate number found in "General Information."
    • Use Fidelity Advisor Money Line® to transfer from your bank account. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

    Mail
    Fidelity Investments
    P.O. Box 770002
    Cincinnati, OH 45277-0081

    To Open an Account

    • Complete and sign the application. Make your check payable to the complete name of the fund and note the applicable class. Mail to your investment professional or to the address at left.

    To Add to an Account

    • Make your check payable to the complete name of the fund and note the applicable class. Indicate your fund account number on your check and mail to your investment professional or to the address at left.
    • Exchange from the same class of other Fidelity funds that offer Advisor classes of shares or from another Fidelity fund. Send a letter of instruction to your investment professional or to the address at left, including your name, the funds' names, the applicable class names, the fund account numbers, and the dollar amount or number of shares to be exchanged.

    In Person

    To Open an Account

    • Bring your application and check to your investment professional.

    To Add to an Account

    • Bring your check to your investment professional.

    Wire

    To Open an Account

    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" to set up your account and to arrange a wire transaction.
    • Wire to: Deutsche Bank Trust Company Americas, Bank Routing # 021001033, Account # 00159759.
    • Specify the complete name of the fund, note the applicable class, and include your new fund account number and your name.

    To Add to an Account

    • Wire to: Deutsche Bank Trust Company Americas, Bank Routing # 021001033, Account # 00159759.
    • Specify the complete name of the fund, note the applicable class, and include your fund account number and your name.

    Automatically

    To Open an Account

    • Not available.

    To Add to an Account

    • Use Fidelity Advisor Systematic Investment Program.

    Selling Shares

    <R>The price to sell one share of the class is the class's NAV. </R>

    If appropriate to protect shareholders, the fund may impose a redemption fee on redemptions from the fund.

    Your shares will be sold at the next NAV calculated after your order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

    It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

    <R>The fund has authorized certain intermediaries and mutual funds for which FMR or an affiliate serves as investment manager to accept orders to sell shares on its behalf. When authorized intermediaries or mutual funds receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the next NAV calculated after the order is received by the authorized intermediary or mutual fund.</R>

    Certain requests must include a signature guarantee. It is designed to protect you and Fidelity from fraud. Your request must be made in writing and include a signature guarantee if any of the following situations apply:

    • You wish to sell more than $100,000 worth of shares;
    • The address on your account (record address) has changed within the last 15 or 30 days, depending on your account, and you wish to sell $10,000 or more of shares;
    • You are requesting that a check be mailed to a different address than the record address;
    • You are requesting that redemption proceeds be paid to someone other than the account owner; or
    • The redemption proceeds are being transferred to a Fidelity account with a different registration.

    Prospectus

    Shareholder Information - continued

    You should be able to obtain a signature guarantee from a bank, broker, dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

    When you place an order to sell shares, note the following:

    • If you are selling some but not all of your shares, leave at least $1,000 worth of shares in the account to keep it open, except accounts not subject to account minimums.
    • Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected. This can take up to seven business days after a purchase.
    • Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
    • Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
    • You will not receive interest on amounts represented by uncashed redemption checks.
    • Unless otherwise instructed, Fidelity will send a check to the record address.
    • Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

    Prospectus

    Key Information

    Phone

    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" to initiate a wire transaction or to request a check for your redemption.
    • Use Fidelity Advisor Money Line to transfer to your bank account. Call your investment professional or call Fidelity at the appropriate number found in "General Information."
    • Exchange to the same class of other Fidelity funds that offer Advisor classes of shares or to another Fidelity fund. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

    Mail
    Fidelity Investments
    P.O. Box 770002
    Cincinnati, OH 45277-0081

    Individual, Joint Tenant, Sole Proprietorship, UGMA, UTMA

    • Send a letter of instruction to your investment professional or to the address at left, including your name, the fund's name, the applicable class name, your fund account number, and the dollar amount or number of shares to be sold. The letter of instruction must be signed by all persons required to sign for transactions, exactly as their names appear on the account.

    Retirement Account

    • The account owner should complete a retirement distribution form. Call your investment professional or call Fidelity at the appropriate number found in "General Information" to request one.

    Trust

    • Send a letter of instruction to your investment professional or to the address at left, including the trust's name, the fund's name, the applicable class name, the trust's fund account number, and the dollar amount or number of shares to be sold. The trustee must sign the letter of instruction indicating capacity as trustee. If the trustee's name is not in the account registration, provide a copy of the trust document certified within the last 60 days.

    Business or Organization

    • Send a letter of instruction to your investment professional or to the address at left, including the firm's name, the fund's name, the applicable class name, the firm's fund account number, and the dollar amount or number of shares to be sold. At least one person authorized by corporate resolution to act on the account must sign the letter of instruction.
    • Include a corporate resolution with corporate seal or a signature guarantee.

    Executor, Administrator, Conservator, Guardian

    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" for instructions.

    In Person

    Individual, Joint Tenant, Sole Proprietorship, UGMA, UTMA

    • Bring a letter of instruction to your investment professional. The letter of instruction must be signed by all persons required to sign for transactions, exactly as their names appear on the account.

    Retirement Account

    • The account owner should complete a retirement distribution form. Visit your investment professional to request one.

    Trust

    • Bring a letter of instruction to your investment professional. The trustee must sign the letter of instruction indicating capacity as trustee. If the trustee's name is not in the account registration, provide a copy of the trust document certified within the last 60 days.

    Business or Organization

    • Bring a letter of instruction to your investment professional. At least one person authorized by corporate resolution to act on the account must sign the letter of instruction.
    • Include a corporate resolution with corporate seal or a signature guarantee.

    Executor, Administrator, Conservator, Guardian

    • Visit your investment professional for instructions.

    Automatically

    • Use Fidelity Advisor Systematic Withdrawal Program to set up periodic redemptions from your Institutional Class account.

    Prospectus

    Shareholder Information - continued

    Exchanging Shares

    An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

    As an Institutional Class shareholder, you have the privilege of exchanging your Institutional Class shares for Institutional Class shares of other Fidelity funds that offer Advisor classes of shares or for shares of Fidelity funds.

    However, you should note the following policies and restrictions governing exchanges:

    • The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
    • The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
    • Before exchanging into a fund or class, read its prospectus.
    • The fund or class you are exchanging into must be available for sale in your state.
    • Exchanges may have tax consequences for you.
    • If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.
    • Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

    The fund may terminate or modify the exchange privilege in the future.

    Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

    Account Features and Policies

    Features

    The following features are available to buy and sell shares of the fund.

    Automatic Investment and Withdrawal Programs. Fidelity offers convenient services that let you automatically transfer money into your account, between accounts, or out of your account. While automatic investment programs do not guarantee a profit and will not protect you against loss in a declining market, they can be an excellent way to invest for retirement, a home, educational expenses, and other long-term financial goals. Automatic withdrawal or exchange programs can be a convenient way to provide a consistent income flow or to move money between your investments.

    Prospectus

    Fidelity Advisor Systematic Investment Program
    To move money from your bank account to a Fidelity fund that offers Advisor classes of shares.

    Minimum
    Initial

    $100

    Minimum
    Additional

    $100

    Frequency

    Monthly, bimonthly, quarterly,
    or semi-annually

    Procedures

    • To set up for a new account, complete the appropriate section on the application.
    • To set up for existing accounts, call your investment professional or call Fidelity at the appropriate number found in "General Information" for an application.
    • To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 10 business days prior to your next scheduled investment date.

    Fidelity Advisor Systematic Withdrawal Program
    To set up periodic redemptions from your Institutional Class account to you or to your bank checking account.

    Minimum

    $100

    Maximum

    $50,000

    Frequency

    Monthly, quarterly,
    or semi-annually

    Procedures

    • To set up, call your investment professional or call Fidelity at the appropriate number found in "General Information" for instructions.
    • To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 10 business days prior to your next scheduled withdrawal date.

    Prospectus

    Shareholder Information - continued

    Other Features. The following other features are also available to buy and sell shares of the fund.

    Wire
    To purchase and sell shares via the Federal Reserve Wire System.

    • You must sign up for the wire feature before using it. Complete the appropriate section on the application when opening your account.
    • Call your investment professional or call Fidelity at the appropriate number found in "General Information" before your first use to verify that this feature is set up on your account.
    • To sell shares by wire, you must designate the U.S. commercial bank account(s) into which you wish the redemption proceeds deposited.
    • To add the wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a signature guarantee, to your investment professional or to Fidelity at the address found in "General Information."

    Fidelity Advisor Money Line
    To transfer money between your bank account and your fund account.

    • You must sign up for the Fidelity Advisor Money Line feature before using it. Complete the appropriate section on the application and then call your investment professional or call Fidelity at the appropriate number found in "General Information" before your first use to verify that this feature is set up on your account.
    • Maximum transaction: $100,000

    Policies

    The following policies apply to you as a shareholder.

    Statements and reports that Fidelity sends to you include the following:

    • Confirmation statements (after transactions affecting your account balance except reinvestment of distributions in the fund or another fund and certain transactions through automatic investment or withdrawal programs).
    • Monthly or quarterly account statements (detailing account balances and all transactions completed during the prior month or quarter).
    • Financial reports (every six months).

    To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.

    You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

    Prospectus

    When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.

    You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

    If your account balance falls below $1,000 for any reason, including solely due to declines in NAV, you will be given 30 days' notice to reestablish the minimum balance. If you do not increase your balance, Fidelity may close your account and send the proceeds to you. Your shares will be sold at the NAV on the day your account is closed. Accounts not subject to account minimums will not be closed for failure to maintain a minimum balance.

    Fidelity may charge a fee for certain services, such as providing historical account documents.

    Dividends and Capital Gain Distributions

    The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

    The fund normally pays dividends and capital gain distributions in December and January.

    Distribution Options

    When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available for Institutional Class:

    1. Reinvestment Option. Your dividends and capital gain distributions will be automatically reinvested in additional Institutional Class shares of the fund. If you do not indicate a choice on your application, you will be assigned this option.

    Prospectus

    Shareholder Information - continued

    2. Income-Earned Option. Your capital gain distributions will be automatically reinvested in additional Institutional Class shares of the fund. Your dividends will be paid in cash.

    3. Cash Option. Your dividends and capital gain distributions will be paid in cash.

    4. Directed Dividends® Option. Your dividends will be automatically invested in Institutional Class shares of another identically registered Fidelity fund that offers Advisor classes of shares or shares of identically registered Fidelity funds. Your capital gain distributions will be automatically invested in Institutional Class shares of another identically registered Fidelity fund that offers Advisor classes of shares or shares of identically registered Fidelity funds, automatically reinvested in additional Institutional Class shares of the fund, or paid in cash.

    Not all distribution options are available for every account. If the option you prefer is not listed on your account application, or if you want to change your current option, contact your investment professional directly or call Fidelity.

    If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

    Tax Consequences

    As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

    Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

    For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

    If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

    Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

    Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

    Prospectus

    Fund Services

    Fund Management

    The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

    FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

    <R>As of March 29, 2006, FMR had approximately $9.8 billion in discretionary assets under management.</R>

    As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.

    <R>FMR Co., Inc. (FMRC) serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.</R>

    <R>FMRC is an affiliate of FMR. As of March 29, 2006, FMRC had approximately $693.9 billion in discretionary assets under management.</R>

    <R>Fidelity Research & Analysis Company (FRAC), formerly known as Fidelity Management & Research (Far East) Inc., serves as a sub-adviser for the fund. FRAC, an affiliate of FMR, was organized in 1986 to provide investment research and advice on issuers based outside the United States and currently also provides investment research and advice on domestic issuers. FRAC may provide investment research and advice and may also provide investment advisory services for the fund.</R>

    Affiliates assist FMR with foreign investments:

    • <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 25 Lovat Lane, London, EC3R 8LL, England, serves as a sub-adviser for the fund. FMR U.K. was organized in 1986 to provide investment research and advice to FMR. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund.</R>
    • <R>Fidelity International Investment Advisors (FIIA), at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda, serves as a sub-adviser for the fund. As of October 11, 2006, FIIA had approximately $32.8 billion in discretionary assets under management. FIIA may provide investment research and advice on issuers based outside the United States for the fund.</R>
    • <R>Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), at 25 Cannon Street, London, EC4M 5TA, England, serves as a sub-adviser for the fund. As of September 27, 2006, FIIA(U.K.)L had approximately $20.9 billion in discretionary assets under management. FIIA(U.K.)L may provide investment research and advice on issuers based outside the United States for the fund.</R>
    • <R>Fidelity Investments Japan Limited (FIJ), at Shiroyama Trust Tower, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan, serves as a sub-adviser for the fund. As of September 27, 2006, FIJ had approximately $33.7 billion in discretionary assets under management. FIJ may provide investment research and advice on issuers based outside the United States and may also provide investment advisory and order execution services for the fund from time to time.</R>

    Prospectus

    Fund Services - continued

    Steven Calhoun is vice president and manager of Advisor Aggressive Growth Fund, which he has managed since June 2005. He also manages other Fidelity funds. Since joining Fidelity Investments in 1994, Mr. Calhoun has worked as a research analyst and manager.

    The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Mr. Calhoun.

    From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

    The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.

    The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52%, and it drops as total assets under management increase.

    <R>For November 2006, the group fee rate was 0.26%. The individual fund fee rate is 0.35%.</R>

    <R>The total management fee for the fiscal year ended November 30, 2006, was 0.62% of the fund's average net assets.</R>

    <R>FMR pays FMRC and FMRU.K. for providing sub-advisory services. FMR and its affiliates pay FRAC for providing sub-advisory services. FMR pays FIIA for providing sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FIIA or FRAC in turn pays FIJ for providing sub-advisory services.</R>

    <R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's annual report for the fiscal period ended November 30, 2006.</R>

    FMR may, from time to time, agree to reimburse a class for management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement arrangements, which may be discontinued by FMR at any time, can decrease a class's expenses and boost its performance.

    Prospectus

    Fund Distribution

    The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

    <R>FDC distributes the class's shares.</R>

    <R>Intermediaries, including banks, broker-dealers, and other service-providers, may receive from FMR, FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form of payments for additional distribution-related activities and/or shareholder services and payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary. These payments are described in more detail on the following pages and in the SAI.</R>

    <R>Institutional Class has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that recognizes that FMR may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Institutional Class shares and/or shareholder support services. FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Institutional Class. Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

    If payments made by FMR to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of Institutional Class's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.

    <R> </R>

    <R> </R>

    No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

    Prospectus

    Appendix

    Financial Highlights

    The financial highlights table is intended to help you understand Institutional Class's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the fund's financial highlights and financial statements, is included in the fund's annual report. A free copy of the annual report is available upon request.

    Selected Per-Share Data and Ratios

    <R>Years ended November 30,</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>2003</R>

    <R>2002</R>

    <R>Selected Per-Share Data</R>

    <R>Net asset value, beginning of period </R>

    <R>$ 9.57</R>

    <R>$ 8.73</R>

    <R>$ 8.10</R>

    <R>$ 6.52</R>

    <R>$ 8.11</R>

    <R>Income from Investment Operations</R>

    <R>Net investment income (loss) B </R>

    <R> (.03) E</R>

    <R> (.03) F</R>

    <R> (.07)</R>

    <R> (.04)</R>

    <R> (.05)</R>

    <R>Net realized and unrealized gain (loss) </R>

    <R> 1.18</R>

    <R> .87</R>

    <R> .70</R>

    <R> 1.62</R>

    <R> (1.54)</R>

    <R>Total from investment operations </R>

    <R> 1.15</R>

    <R> .84</R>

    <R> .63</R>

    <R> 1.58</R>

    <R> (1.59)</R>

    <R>Net asset value, end of period </R>

    <R>$ 10.72</R>

    <R>$ 9.57</R>

    <R>$ 8.73</R>

    <R>$ 8.10</R>

    <R>$ 6.52</R>

    <R>Total Return A </R>

    <R> 12.02%</R>

    <R> 9.62%</R>

    <R> 7.78%</R>

    <R> 24.23%</R>

    <R> (19.61)%</R>

    <R>Ratios to Average Net Assets C, G</R>

    <R>Expenses before reductions </R>

    <R> 1.27%</R>

    <R> 1.28%</R>

    <R> 1.35%</R>

    <R> 1.61%</R>

    <R> 1.43%</R>

    <R>Expenses net of fee waivers, if any </R>

    <R> 1.05%</R>

    <R> 1.09%</R>

    <R> 1.25%</R>

    <R> 1.25%</R>

    <R> 1.27%</R>

    <R>Expenses net of all reductions </R>

    <R> 1.04%</R>

    <R> 1.01%</R>

    <R> 1.20%</R>

    <R> 1.18%</R>

    <R> 1.07%</R>

    <R>Net investment income (loss) </R>

    <R> (.31)%E</R>

    <R> (.38)% F</R>

    <R> (.78)%</R>

    <R> (.61)%</R>

    <R> (.64)%</R>

    <R>Supplemental Data</R>

    <R>Net assets, end of period (000 omitted) </R>

    <R>$ 785</R>

    <R>$ 522</R>

    <R>$ 648</R>

    <R>$ 579</R>

    <R>$ 513</R>

    <R>Portfolio turnover rate D </R>

    <R> 173%</R>

    <R> 213%</R>

    <R> 94%</R>

    <R> 158%</R>

    <R> 473%</R>

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

    B <R>Calculated based on average shares outstanding during the period.</R>

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

    D <R>Amount does not include the portfolio activity of any underlying Fidelity Central Funds.</R>

    E <R>Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.56)%.</R>

    F <R>Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.44)%.</R>

    G <R>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 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.</R>

    <R> </R>

    <R> </R>

    <R> </R>

    Prospectus

    Notes

    Notes

    Notes

    Notes

    IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

    To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

    For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

    For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

    You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

    For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

    The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.

    Investment Company Act of 1940, File Number, 811-04118

    Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity Advisor Money Line, and Directed Dividends are registered trademarks of FMR Corp.

    Portfolio Advisory Services is a service mark of FMR Corp.

    The third party marks appearing above are the marks of their respective owners.

    <R>1.745869.107 AAGI-pro-0107</R>

    <R>Fidelity® Advisor Aggressive Growth Fund, Fidelity Advisor Dividend Growth Fund,
    Fidelity Advisor Dynamic Capital Appreciation Fund, Fidelity Advisor Equity Growth Fund,
    Fidelity Advisor Equity Income Fund, Fidelity Advisor Equity Value Fund, Fidelity Advisor Fifty Fund,
    Fidelity Advisor Growth & Income Fund, Fidelity Advisor Growth Opportunities Fund,
    Fidelity Advisor Large Cap Fund, Fidelity Advisor Leveraged Company Stock Fund, Fidelity Advisor Mid Cap Fund,
    Fidelity Advisor Small Cap Fund, Fidelity Advisor Strategic Growth Fund, and Fidelity Advisor Value Strategies Fund
    </R>

    Funds of Fidelity Advisor Series I and Fidelity Securities Fund

    Class A, Class T, Class B, Class C, and Institutional Class

    STATEMENT OF ADDITIONAL INFORMATION

    <R>January 29, 2007</R>

    This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are incorporated herein. The annual reports are supplied with this SAI.

    <R>To obtain a free additional copy of a prospectus or SAI, dated January 29, 2007, or an annual report, please call Fidelity at 1-877-208-0098 or visit Fidelity's web site at www.advisor.fidelity.com.</R>

    TABLE OF CONTENTS

    PAGE

    Investment Policies and Limitations

    <Click Here>

    Portfolio Transactions

    <Click Here>

    Valuation

    <Click Here>

    Buying, Selling, and Exchanging Information

    <Click Here>

    Distributions and Taxes

    <Click Here>

    Trustees and Officers

    <Click Here>

    Control of Investment Advisers

    <Click Here>

    Management Contracts

    <Click Here>

    Proxy Voting Guidelines

    <Click Here>

    Distribution Services

    <Click Here>

    Transfer and Service Agent Agreements

    <Click Here>

    Description of the Trusts

    <Click Here>

    Financial Statements

    <Click Here>

    Fund Holdings Information

    <Click Here>

    Appendix

    <Click Here>

    For more information on any Fidelity fund, including charges and expenses, call Fidelity at the number indicated above for a free prospectus. Read it carefully before investing or sending money.

    <R>ACOM11-ptb-0107
    1.730176.108</R>

    (fidelity_logo_graphic)

    82 Devonshire Street, Boston, MA 02109

    INVESTMENT POLICIES AND LIMITATIONS

    The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of a fund's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

    A fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

    The following are each fund's fundamental investment limitations set forth in their entirety.

    Diversification

    For each fund (other than Advisor Fifty Fund):

    The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a) more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer.

    Senior Securities

    For each fund (other than Advisor Small Cap Fund):

    The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

    For Advisor Small Cap Fund:

    The fund may not issue senior securities, except as permitted under the Investment Company Act of 1940.

    Borrowing

    For each fund:

    The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

    Underwriting

    For each fund:

    The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

    Concentration

    For each fund (other than Advisor Aggressive Growth Fund and Advisor Fifty Fund):

    The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry.

    <R></R>

    <R></R>

    <R>For purposes of each of Advisor Dividend Growth's, Advisor Dynamic Capital Appreciation's, Advisor Equity Growth's, Advisor Equity Income's, Advisor Equity Value's, Advisor Growth & Income's, Advisor Growth Opportunities's, Advisor Large Cap's, Advisor Leveraged Company Stock's, Advisor Mid Cap's, Advisor Strategic Growth's, Advisor Small Cap's, and Advisor Value Strategies's concentration limitation discussed above, with respect to any investment in a Fidelity Money Market Central Fund and/or any non-money market central fund, Fidelity Management & Research Company (FMR) looks through to the holdings of the central fund.</R>

    <R>For purposes of each of Advisor Dividend Growth's, Advisor Dynamic Capital Appreciation's, Advisor Equity Growth's, Advisor Equity Income's, Advisor Equity Value's, Advisor Growth & Income's, Advisor Growth Opportunities's, Advisor Large Cap's, Advisor Leveraged Company Stock's, Advisor Mid Cap's, Advisor Strategic Growth's, Advisor Small Cap's, and Advisor Value Strategies's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third party classification provider used by FMR does not assign a classification.</R>

    For Advisor Aggressive Growth Fund and Advisor Fifty Fund:

    The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry.

    <R>For purposes of each of Advisor Aggressive Growth's and Advisor Fifty's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third party classification provider used by FMR does not assign a classification.</R>

    Real Estate

    For each fund:

    The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).

    Commodities

    <R>For each fund:</R>

    The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities).

    <R></R>

    Loans

    For each fund:

    The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

    Pooled Funds

    <R>For each fund (other than Advisor Aggressive Growth Fund, Advisor Equity Value Fund, Advisor Fifty Fund, Advisor Growth Opportunities Fund, and Advisor Leveraged Company Stock Fund):</R>

    The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as the fund.

    <R>For Advisor Growth Opportunities Fund:</R>

    The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.

    The following investment limitations are not fundamental and may be changed without shareholder approval.

    Diversification

    <R>For Advisor Fifty:</R>

    In order to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended, the fund currently intends to comply with certain diversification limits imposed by Subchapter M.

    For purposes of the fund's diversification limitation discussed above, Subchapter M generally requires the fund to invest no more than 25% of its total assets in securities of any one issuer and to invest at least 50% of its total assets so that (a) no more than 5% of the fund's total assets are invested in securities of any one issuer, and (b) the fund does not hold more than 10% of the outstanding voting securities of that issuer. However, Subchapter M allows unlimited investments in cash, cash items, government securities (as defined in Subchapter M) and securities of other regulated investment companies. These tax requirements are generally applied at the end of each quarter of the fund's taxable year.

    Short Sales

    For each fund:

    The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

    Margin Purchases

    For each fund:

    The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

    Borrowing

    For each fund:

    The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated as borrowings for purposes of the fundamental borrowing investment limitation).

    Illiquid Securities

    For each fund:

    The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

    For purposes of each fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

    Loans

    For each fund:

    The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.)

    Pooled Funds

    <R>For each fund (other than Advisor Aggressive Growth Fund, Advisor Equity Value Fund, Advisor Fifty Fund, Advisor Growth Opportunities Fund, and Advisor Leveraged Company Stock Fund):</R>

    <R>The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as the fund.</R>

    <R>For Advisor Growth Opportunities Fund:</R>

    The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.

    In addition to each fund's fundamental and non-fundamental limitations discussed above:

    For a fund's limitations on futures, options, and swap transactions, as applicable, see the section entitled "Limitations on Futures, Options, and Swap Transactions" on page <Click Here>.

    Each of Advisor Dividend Growth, Advisor Equity Growth, Advisor Equity Income, Advisor Growth & Income, Advisor Large Cap, Advisor Mid Cap, and Advisor Small Cap intend to comply with the requirements of Section 12(d)(1)(G)(i)(IV) of the 1940 Act.

    <R></R>

    For purposes of normally investing at least 80% of Advisor Large Cap's assets in securities of companies with large market capitalizations, FMR intends to measure the capitalization range of the Russell 1000® Index and the Standard & Poor's 500SM  Index (S&P 500®) no less frequently than once a month.

    For purposes of normally investing at least 80% of Advisor Mid Cap's assets in securities of companies with medium market capitalizations, FMR intends to measure the capitalization range of the Russell Midcap® Index and the Standard & Poor's® MidCap 400 Index (S&P MidCap 400) no less frequently than once a month.

    For purposes of normally investing at least 80% of Advisor Small Cap's assets in securities of companies with small market capitalizations, FMR intends to measure the capitalization range of the Russell 2000® Index and the Standard & Poor's SmallCap 600 Index (S&P SmallCap 600) no less frequently than once a month.

    The following pages contain more detailed information about types of instruments in which a fund may invest, strategies FMR may employ in pursuit of a fund's investment objective, and a summary of related risks. FMR may not buy all of these instruments or use all of these techniques unless it believes that doing so will help a fund achieve its goal.

    Affiliated Bank Transactions. A fund may engage in transactions with financial institutions that are, or may be considered to be, "affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings. In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

    <R></R>

    <R></R>

    <R></R>

    <R>,/R>

    Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to prepayment risk.

    Borrowing. Each fund may borrow from banks or from other funds advised by FMR or its affiliates, or through reverse repurchase agreements. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage.

    Cash Management. A fund can hold uninvested cash or can invest it in cash equivalents such as money market securities, repurchase agreements, or shares of money market or short-term bond funds. Generally, these securities offer less potential for gains than other types of securities.

    <R></R>

    <R>Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. FMR uses central funds to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees to Fidelity. The investment results of the portions of the fund's assets invested in the central funds will be based upon the investment results of those funds.</R>

    <R></R>

    Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

    Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

    Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

    Debt Securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay interest but are sold at a deep discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, and mortgage and other asset-backed securities.

    Exposure to Foreign Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

    Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, or other government intervention. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for payment be renegotiated. There is no assurance that FMR will be able to anticipate these potential events or counter their effects. In addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.

    It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC) markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and custodial costs, are generally higher than with U.S. investments.

    Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal rights in foreign countries.

    Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such restrictions.

    American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying issuer's country.

    The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

    Foreign Currency Transactions. A fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

    The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same purposes.

    A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the date a security is purchased or sold and the date on which payment is made or received. Entering into a forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used by a fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected by FMR.

    A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in foreign currency. For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could also hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated.

    A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a "cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. Cross-hedges protect against losses resulting from a decline in the hedged currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

    Successful use of currency management strategies will depend on FMR's skill in analyzing currency values. Currency management strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if currencies do not perform as FMR anticipates. For example, if a currency's value rose at a time when FMR had hedged a fund by selling that currency in exchange for dollars, a fund would not participate in the currency's appreciation. If FMR hedges currency exposure through proxy hedges, a fund could realize currency losses from both the hedge and the security position if the two currencies do not move in tandem. Similarly, if FMR increases a fund's exposure to a foreign currency and that currency's value declines, a fund will realize a loss. There is no assurance that FMR's use of currency management strategies will be advantageous to a fund or that it will hedge at appropriate times.

    Funds' Rights as Investors. The funds do not intend to direct or administer the day-to-day operations of any company. A fund, however, may exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to management, the Board of Directors, shareholders of a company, and holders of other securities of the company when FMR determines that such matters could have a significant effect on the value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others, may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could be involved in lawsuits related to such activities. FMR will monitor such activities with a view to mitigating, to the extent possible, the risk of litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation against a fund will not be undertaken or liabilities incurred. The funds' proxy voting guidelines are included in this SAI.

    <R>Futures, Options, and Swaps. The following paragraphs pertain to futures, options, and swaps: Combined Positions, Correlation of Price Changes, Futures Contracts, Futures Margin Payments, Limitations on Futures and Options Transactions, Liquidity of Options and Futures Contracts, Options and Futures Relating to Foreign Currencies, OTC Options, Purchasing Put and Call Options, Writing Put and Call Options, and Swap Agreements.</R>

    Combined Positions involve purchasing and writing options in combination with each other, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

    Correlation of Price Changes. Because there are a limited number of types of exchange-traded options and futures contracts, it is likely that the standardized contracts available will not match a fund's current or anticipated investments exactly. A fund may invest in options and futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options or futures position will not track the performance of the fund's other investments.

    Options and futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options and futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell options and futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's options or futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

    Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. Some currently available futures contracts are based on specific securities, such as U.S. Treasury bonds or notes, and some are based on indices of securities prices, such as the S&P 500, and some are based on Eurodollars. Futures can be held until their delivery dates, or can be closed out before then if a liquid secondary market is available.

    The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.

    Futures Margin Payments. The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. Initial margin deposits are typically equal to a percentage of the contract's value. If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute purchasing securities on margin for purposes of a fund's investment limitations. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is required to segregate liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.

    <R>Limitations on Futures and Options Transactions. Each trust, on behalf of each fund, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to each fund's operation. Accordingly, each fund is not subject to registration or regulation as a CPO.</R>

    <R>Each fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options.</R>

    <R>The above limitations on the funds' investments in futures contracts and options, and the funds' policies regarding futures contracts and options discussed elsewhere in this SAI may be changed as regulatory agencies permit.</R>

    Liquidity of Options and Futures Contracts. There is no assurance a liquid secondary market will exist for any particular options or futures contract at any particular time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for options and futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the secondary market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options or futures positions could also be impaired.

    Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

    The uses and risks of currency options and futures are similar to options and futures relating to securities or indices, as discussed above. A fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the fund's investments exactly over time.

    OTC Options. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally are less liquid and involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.

    Purchasing Put and Call Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indices of securities prices, and futures contracts. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike price. A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists.

    The buyer of a typical put option can expect to realize a gain if security prices fall substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).

    The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.

    Writing Put and Call Options. The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, the writer assumes the obligation to pay the strike price for the option's underlying instrument if the other party to the option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin payments to an FCM as described above for futures contracts.

    If security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.

    Writing a call option obligates the writer to sell or deliver the option's underlying instrument, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a call writer mitigates the effects of a price decline. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.

    <R>Swap Agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a fund's exposure to long- or short-term interest rates (in the United States or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. Swap agreements can take many different forms and are known by a variety of names.</R>

    In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.

    <R>Swap agreements will tend to shift a fund's investment exposure from one type of investment to another. For example, if the fund agreed to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease the fund's exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price.</R>

    <R>Swap agreements also may allow a fund to acquire or reduce credit exposure to a particular issuer. The most significant factor in the performance of swap agreements is the change in the factors that determine the amounts of payments due to and from a fund. If a swap agreement calls for payments by the fund, the fund must be prepared to make such payments when due. If a swap counterparty's creditworthiness declines, the risk that they may not perform may increase, potentially resulting in a loss to the fund. Although there can be no assurance that the fund will be able to do so, the fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or a similarly creditworthy party. </R>

    Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. Difficulty in selling securities may result in a loss or may be costly to a fund. Under the supervision of the Board of Trustees, FMR determines the liquidity of a fund's investments and, through reports from FMR, the Board monitors investments in illiquid securities. In determining the liquidity of a fund's investments, FMR may consider various factors, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

    Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indices, currencies, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic.

    Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of direct ownership.

    <R>Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.</R>

    The performance of indexed securities depends to a great extent on the performance of the security, currency, or other instrument to which they are indexed, and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies.

    Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a fund may lend money to, and borrow money from, other funds advised by FMR or its affiliates. A fund will borrow through the program only when the costs are equal to or lower than the cost of bank loans, and will lend through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. A fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

    <R>Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by Moody's® Investors Service, S&P, Fitch Inc., Dominion Bond Rating Service Limited, or another credit rating agency designated as a nationally recognized statistical rating organization (NRSRO) by the SEC, or is unrated but considered to be of equivalent quality by FMR.</R>

    Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables), or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower on demand.

    Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Direct indebtedness of developing countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.

    Investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve additional risks. For example, if a loan is foreclosed, the purchaser could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.

    A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

    Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a purchaser to increase its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the amount will ever be repaid.

    Each fund limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry (see each fund's investment limitations). For purposes of these limitations, a fund generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.

    Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates.

    The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality debt securities and the ability of outside pricing services to value lower-quality debt securities.

    Because the risk of default is higher for lower-quality debt securities, FMR's research and credit analysis are an especially important part of managing securities of this type. FMR will attempt to identify those issuers of high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future. FMR's analysis focuses on relative values based on such factors as interest or dividend coverage, asset coverage, earnings prospects, and the experience and managerial strength of the issuer.

    A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

    Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties. Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

    Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by the full faith and credit of the U.S. Government.

    The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition, regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in interest rates than those of non-stripped mortgage securities.

    To earn additional income for a fund, FMR may use a trading strategy that involves selling (or buying) mortgage securities and simultaneously agreeing to purchase (or sell) mortgage securities on a later date at a set price. This trading strategy may increase interest rate exposure and result in an increased turnover of the fund's portfolio which increases costs and may increase taxable gains.

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    <R>Preferred Stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock.</R>

    Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the 1940 Act.

    Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. The funds will engage in repurchase agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by FMR.

    Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

    Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. The funds will enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by FMR. Such transactions may increase fluctuations in the market value of fund assets and may be viewed as a form of leverage.

    Securities Lending. A fund may lend securities to parties such as broker-dealers or other institutions, including Fidelity Brokerage Services LLC (FBS LLC). FBS LLC is a member of the New York Stock Exchange (NYSE) and an indirect subsidiary of FMR Corp.

    Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund maintains the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities loaned, a fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Loans will be made only to parties deemed by FMR to be in good standing and when, in FMR's judgment, the income earned would justify the risks.

    Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

    Securities of Other Investment Companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value per share (NAV). Others are continuously offered at NAV, but may also be traded in the secondary market.

    The extent to which a fund can invest in securities of other investment companies is limited by federal securities laws.

    Short Sales "Against the Box" are short sales of securities that a fund owns or has the right to obtain (equivalent in kind or amount to the securities sold short). If a fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding. The fund will incur transaction costs, including interest expenses, in connection with opening, maintaining, and closing short sales against the box.

    Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if FMR anticipates a decline in the price of the stock underlying a convertible security held by a fund, it may sell the stock short. If the stock price subsequently declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Each fund currently intends to hedge no more than 15% of its total assets with short sales on equity securities underlying its convertible security holdings under normal circumstances.

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    A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including interest expenses, in connection with opening, maintaining, and closing short sales.

    Temporary Defensive Policies. Each fund reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for temporary, defensive purposes.

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    Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

    Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

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    Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase price and its face value is considered income.

    PORTFOLIO TRANSACTIONS

    <R>All orders for the purchase or sale of portfolio securities are placed on behalf of each fund by FMR pursuant to authority contained in the management contract. FMR may also be responsible for the placement of portfolio transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion. If FMR grants investment management authority to a sub-adviser (see the section entitled "Management Contracts"), that sub-adviser is authorized to provide the services described in the sub-advisory agreement, and in accordance with the policies described in this section.</R>

    <R>Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.</R>

    <R>Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the spread between the bid and ask prices of the fixed-income security.</R>

    <R>The Trustees of each fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to determine if it was reasonable in relation to the benefits to the fund.</R>

    <R>The Selection of Brokers</R>

    <R>In selecting brokers or dealers (including affiliates of FMR) to execute each fund's portfolio transactions, FMR considers factors deemed relevant in the context of a particular trade and in regard to FMR's overall responsibilities with respect to each fund and other investment accounts, including any instructions from each fund's portfolio manager, which may emphasize, for example, speed of execution over other factors. The factors considered will influence whether it is appropriate to execute an order using electronic communications networks (ECNs), electronic channels including algorithmic trading, or by actively working an order. Other factors deemed relevant may include, but are not limited to: price; the size and type of the transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable. In seeking best execution, FMR may select a broker using a trading method for which the broker may charge a higher commission than its lowest available commission rate. FMR also may select a broker that charges more than the lowest available commission rate available from another broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM.</R>

    <R>The Acquisition of Brokerage and Research Products and Services</R>

    <R>Brokers (who are not affiliates of FMR) that execute transactions for each fund may receive higher compensation from each fund than other brokers might have charged each fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its affiliates.</R>

    <R>Research Products and Services. These products and services may include: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; and investment recommendations. FMR may request that a broker provide a specific proprietary or third-party product or service. Some of these products and services supplement FMR's own research activities in providing investment advice to the funds.</R>

    <R>Execution Services. In addition, products and services may include those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including but not limited to communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).</R>

    <R>Mixed-Use Products and Services. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in personal meetings with securities analysts, corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR and its affiliates may use commission dollars to obtain certain products or services that are not used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances, FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products and services with their own resources (referred to as "hard dollars").</R>

    <R>Benefit to FMR. FMR's expenses would likely be increased if it attempted to generate these additional products and services through its own efforts, or if it paid for these products or services itself. Certain of the brokerage and research products and services FMR receives from brokers are furnished by brokers on their own initiative, either in connection with a particular transaction or as part of their overall services. Some of these products or services may not have an explicit cost associated with such product or service.</R>

    <R>FMR's Decision-Making Process. Before causing a fund to pay a particular level of compensation, FMR will make a good faith determination that the compensation is reasonable in relation to the value of the brokerage and/or research products and services provided to FMR, viewed in terms of the particular transaction for a fund or FMR's overall responsibilities to a fund or other investment companies and investment accounts. While FMR may take into account the brokerage and/or research products and services provided by a broker in determining whether compensation paid is reasonable, neither FMR nor the funds incur an obligation to any broker, dealer, or third party to pay for any product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these products and services assist FMR and its affiliates in terms of its overall investment responsibilities to a fund and other investment companies and investment accounts; however, each product or service received may not benefit the fund. Certain funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.</R>

    <R>Hard Dollar Research Contracts. FMR has arrangements with certain third-party research providers and brokers through whom FMR effects fund trades, whereby FMR may pay with hard dollars for all or a portion of the cost of research products and services purchased from such research providers or brokers. Even with such hard dollar payments, FMR may cause a fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to FMR, or that may be available from another broker. FMR views its hard dollar payments for research products and services as likely to reduce a fund's total commission costs even though it is expected that in such hard dollar arrangements the commissions available for recapture and to pay fund expenses, as described below, will decrease. FMR's determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.</R>

    <R>Commission Recapture</R>

    <R>FMR may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements with FMR under which the broker, using predetermined methodology, rebates a portion of the compensation paid by a fund to offset that fund's expenses, which may be paid to FMR or its affiliates. Not all brokers with whom a fund trades have agreed to participate in brokerage commission recapture. FMR expects that brokers from whom FMR purchases research products and services with hard dollars are unlikely to participate in commission recapture.</R>

    <R>Affiliated Transactions</R>

    <R>FMR may place trades with certain brokers, including National Financial Services LLC (NFS), with whom it is under common control provided FMR determines that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified brokerage firms.</R>

    <R>The Trustees of each fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an affiliate of FMR participates. In addition, for underwritings where an FMR affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase in the underwritings.</R>

    <R>Trade Allocation</R>

    <R>Although the Trustees and officers of each fund are substantially the same as those of other funds managed by FMR or its affiliates, investment decisions for each fund are made independently from those of other funds or investment accounts (including proprietary accounts) managed by FMR or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, particularly when the same security is suitable for the investment objective of more than one fund or investment account.</R>

    <R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, including a futures contract, the prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment account. In some cases adherence to these procedures could have a detrimental effect on the price or value of the security as far as each fund is concerned. In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the funds.</R>

    <R>Commissions Paid</R>

    <R>A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.</R>

    <R>For the fiscal periods ended November 30, 2006 and 2005, the portfolio turnover rates for each fund are presented in the table below. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in FMR's investment outlook.</R>

    <R>Turnover Rates</R>

    <R>2006</R>

    <R>2005</R>

    <R>Advisor Aggressive Growth</R>

    <R> 173%</R>

    <R> 213%</R>

    <R>Advisor Dividend Growth</R>

    <R> 29%</R>

    <R> 32%</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R> 150%</R>

    <R> 204%</R>

    <R>Advisor Equity Growth</R>

    <R> 103%</R>

    <R> 80%</R>

    <R>Advisor Equity Income</R>

    <R> 56%</R>

    <R> 45%</R>

    <R>Advisor Equity Value</R>

    <R> 251%</R>

    <R> 190%</R>

    <R>Advisor Fifty</R>

    <R> 226%</R>

    <R> 102%</R>

    <R>Advisor Growth & Income</R>

    <R> 109%</R>

    <R> 187%</R>

    <R>Advisor Growth Opportunities</R>

    <R> 121%</R>

    <R> 110%</R>

    <R>Advisor Large Cap</R>

    <R> 92%</R>

    <R> 188%</R>

    <R>Advisor Leveraged Company Stock</R>

    <R> 9%</R>

    <R> 11%</R>

    <R>Advisor Mid Cap</R>

    <R> 142%</R>

    <R> 138%</R>

    <R>Advisor Small Cap</R>

    <R> 84%</R>

    <R> 102%</R>

    <R>Advisor Strategic Growth</R>

    <R> 88%</R>

    <R> 115%</R>

    <R>Advisor Value Strategies</R>

    <R> 168%</R>

    <R> 105%</R>

    <R>The following table shows the total amount of brokerage commissions paid by each fund, comprising commissions paid on securities and/or futures transactions, as applicable, for the fiscal years ended November 30, 2006, 2005, and 2004. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.</R>

    <R>Fund</R>

    <R>Fiscal
    Year
    Ended</R>

    <R>Dollar
    Amount</R>

    <R>Percentage of
    Average
    Net Assets
    </R>

    <R>Advisor Aggressive Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 102,223</R>

    <R> 0.25%</R>

    <R>2005</R>

    <R>$ 198,123</R>

    <R> 0.49%</R>

    <R>2004</R>

    <R>$ 116,303</R>

    <R> 0.31%</R>

    <R>Advisor Dividend Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 1,518,763</R>

    <R> 0.04%</R>

    <R>2005</R>

    <R>$ 3,997,984</R>

    <R> 0.08%</R>

    <R>2004</R>

    <R>$ 4,030,437</R>

    <R> 0.09%</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 822,434</R>

    <R> 0.21%</R>

    <R>2005</R>

    <R>$ 1,130,834</R>

    <R> 0.45%</R>

    <R>2004</R>

    <R>$ 2,290,334</R>

    <R> 0.69%</R>

    <R>Advisor Equity Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 11,675,563</R>

    <R> 0.17%</R>

    <R>2005</R>

    <R>$ 21,469,247</R>

    <R> 0.25%</R>

    <R>2004</R>

    <R>$ 26,902,672</R>

    <R> 0.25%</R>

    <R>Advisor Equity Income</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 5,090,648</R>

    <R> 0.07%</R>

    <R>2005</R>

    <R>$ 8,177,489</R>

    <R> 0.12%</R>

    <R>2004</R>

    <R>$ 6,726,226</R>

    <R> 0.12%</R>

    <R>Advisor Equity Value</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 331,519</R>

    <R> 0.28%</R>

    <R>2005</R>

    <R>$ 444,186</R>

    <R> 0.41%</R>

    <R>2004</R>

    <R>$ 313,396</R>

    <R> 0.39%</R>

    <R>Advisor Fifty</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 215,923</R>

    <R> 0.23%</R>

    <R>2005</R>

    <R>$ 184,648</R>

    <R> 0.25%</R>

    <R>2004</R>

    <R>$ 263,953</R>

    <R> 0.38%</R>

    <R>Advisor Growth & Income</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 2,028,912</R>

    <R> 0.13%</R>

    <R>2005</R>

    <R>$ 4,554,010</R>

    <R> 0.27%</R>

    <R>2004</R>

    <R>$ 832,986</R>

    <R> 0.05%</R>

    <R>Advisor Growth Opportunities</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 4,880,955</R>

    <R> 0.16%</R>

    <R>2005</R>

    <R>$ 10,886,427</R>

    <R> 0.25%</R>

    <R>2004</R>

    <R>$ 8,999,547</R>

    <R> 0.17%</R>

    <R>Advisor Large Cap</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 918,405</R>

    <R> 0.11%</R>

    <R>2005</R>

    <R>$ 2,526,085</R>

    <R> 0.32%</R>

    <R>2004</R>

    <R>$ 1,065,552</R>

    <R> 0.15%</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 1,359,306</R>

    <R> 0.10%</R>

    <R>2005</R>

    <R>$ 1,430,518</R>

    <R> 0.29%</R>

    <R>2004</R>

    <R>$ 460,770</R>

    <R> 0.33%</R>

    <R>Advisor Mid Cap</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 21,036,597</R>

    <R> 0.27%</R>

    <R>2005</R>

    <R>$ 27,039,629</R>

    <R> 0.34%</R>

    <R>2004</R>

    <R>$ 32,688,068</R>

    <R> 0.45%</R>

    <R>Advisor Small Cap</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 5,163,196</R>

    <R> 0.16%</R>

    <R>2005</R>

    <R>$ 8,032,967</R>

    <R> 0.29%</R>

    <R>2004</R>

    <R>$ 3,084,175</R>

    <R> 0.15%</R>

    <R>Advisor Strategic Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 31,962</R>

    <R> 0.15%</R>

    <R>2005</R>

    <R>$ 81,259</R>

    <R> 0.36%</R>

    <R>2004</R>

    <R>$ 109,598</R>

    <R> 0.43%</R>

    <R>Advisor Value Strategies</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 4,267,798</R>

    <R> 0.24%</R>

    <R>2005</R>

    <R>$ 7,366,588</R>

    <R> 0.36%</R>

    <R>2004</R>

    <R>$ 2,500,772</R>

    <R> 0.12%</R>

    <R>The first table below shows the total amount of brokerage commissions paid by each fund to NFS for the past three fiscal years. The second table shows the approximate amount of aggregate brokerage commissions paid by a fund to NFS as a percentage of the approximate aggregate dollar amount of transactions for which the fund paid brokerage commissions as well as the percentage of transactions effected by a fund through NFS, in each case for the fiscal year ended 2006. NFS is paid on a commission basis.</R>

    <R>Fund</R>

    <R>Fiscal
    Year Ended</R>

    <R>Total Amount
    Paid to NFS</R>

    <R>Advisor Aggressive Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 1,425</R>

    <R>2005</R>

    <R>$ 2,250</R>

    <R>2004</R>

    <R>$ 4,028</R>

    <R>Advisor Dividend Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 13,597</R>

    <R>2005</R>

    <R>$ 52,795</R>

    <R>2004</R>

    <R>$ 81,256</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 3,730</R>

    <R>2005</R>

    <R>$ 59,868</R>

    <R>2004</R>

    <R>$ 99,383</R>

    <R>Advisor Equity Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 44,338</R>

    <R>2005</R>

    <R>$ 373,467</R>

    <R>2004</R>

    <R>$ 641,093</R>

    <R>Advisor Equity Income</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 25,296</R>

    <R>2005</R>

    <R>$ 125,697</R>

    <R>2004</R>

    <R>$ 178,766</R>

    <R>Advisor Equity Value</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 3,538</R>

    <R>2005</R>

    <R>$ 8,905</R>

    <R>2004</R>

    <R>$ 10,757</R>

    <R>Advisor Fifty</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 1,856</R>

    <R>2005</R>

    <R>$ 2,759</R>

    <R>2004</R>

    <R>$ 4,347</R>

    <R>Advisor Growth & Income</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 16,220</R>

    <R>2005</R>

    <R>$ 48,600</R>

    <R>2004</R>

    <R>$ 38,042</R>

    <R>Advisor Growth Opportunities</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 22,620</R>

    <R>2005</R>

    <R>$ 162,785</R>

    <R>2004</R>

    <R>$ 195,549</R>

    <R>Advisor Large Cap</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 12,406</R>

    <R>2005</R>

    <R>$ 32,190</R>

    <R>2004</R>

    <R>$ 12,400</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 13,239</R>

    <R>2005</R>

    <R>$ 19,002</R>

    <R>2004</R>

    <R>$ 22,666</R>

    <R>Advisor Mid Cap</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 140,813</R>

    <R>2005</R>

    <R>$ 327,445</R>

    <R>2004</R>

    <R>$ 582,783</R>

    <R>Advisor Small Cap</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 57,410</R>

    <R>2005</R>

    <R>$ 117,634</R>

    <R>2004</R>

    <R>$ 154,747</R>

    <R>Advisor Strategic Growth</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 635</R>

    <R>2005</R>

    <R>$ 3,567</R>

    <R>2004</R>

    <R>$ 6,032</R>

    <R>Advisor Value Strategies</R>

    <R>November 30</R>

    <R>2006</R>

    <R>$ 21,699</R>

    <R>2005</R>

    <R>$ 219,650</R>

    <R>2004</R>

    <R>$ 134,611</R>

    <R>Fund</R>

    <R>Fiscal Year
    Ended 2006</R>

    <R>% of Aggregate
    Commissions
    Paid to
    NFS</R>

    <R>% of Aggregate
    Dollar Amount of
    Transactions
    Effected through
    NFS</R>

    <R>Advisor Aggressive Growth</R>

    <R>November 30</R>

    <R> 1.39%</R>

    <R> 3.30%</R>

    <R>Advisor Dividend Growth</R>

    <R>November 30</R>

    <R> 0.90%</R>

    <R> 2.02%</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>November 30</R>

    <R> 0.45%</R>

    <R> 1.81%</R>

    <R>Advisor Equity Growth</R>

    <R>November 30</R>

    <R> 0.38%</R>

    <R> 1.51%</R>

    <R>Advisor Equity Income</R>

    <R>November 30</R>

    <R> 0.50%</R>

    <R> 1.31%</R>

    <R>Advisor Equity Value</R>

    <R>November 30</R>

    <R> 1.07%</R>

    <R> 3.26%</R>

    <R>Advisor Fifty</R>

    <R>November 30</R>

    <R> 0.86%</R>

    <R> 2.71%</R>

    <R>Advisor Growth & Income</R>

    <R>November 30</R>

    <R> 0.80%</R>

    <R> 2.59%</R>

    <R>Advisor Growth Opportunities</R>

    <R>November 30</R>

    <R> 0.46%</R>

    <R> 1.93%</R>

    <R>Advisor Large Cap</R>

    <R>November 30</R>

    <R> 1.35%</R>

    <R> 6.12%</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>November 30</R>

    <R> 0.97%</R>

    <R> 2.60%</R>

    <R>Advisor Mid Cap</R>

    <R>November 30</R>

    <R> 0.67%</R>

    <R> 2.11%</R>

    <R>Advisor Small Cap</R>

    <R>November 30</R>

    <R> 1.11%</R>

    <R> 3.71%</R>

    <R>Advisor Strategic Growth</R>

    <R>November 30</R>

    <R> 1.99%</R>

    <R> 5.69%</R>

    <R>Advisor Value Strategies</R>

    <R>November 30</R>

    <R> 0.51%</R>

    <R> 1.71%</R>

    <R>The following table shows the dollar amount of brokerage commissions paid to firms for providing research services and the approximate dollar amount of the transactions involved for the fiscal year ended 2006.</R>

    <R>Fund</R>

    <R>Fiscal Year
    Ended 2006</R>

    <R>$ Amount of
    Commissions
    Paid to Firms
    for Providing
    Research Services
    *</R>

    <R>$ Amount of
    Brokerage
    Transactions
    Involved*</R>

    <R>Advisor Aggressive Growth</R>

    <R>November 30</R>

    <R>$ 60,370</R>

    <R>$ 59,607,175</R>

    <R>Advisor Dividend Growth</R>

    <R>November 30</R>

    <R>$ 1,068,070</R>

    <R>$ 1,181,017,977</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>November 30</R>

    <R>$ 420,130</R>

    <R>$ 445,120,588</R>

    <R>Advisor Equity Growth</R>

    <R>November 30</R>

    <R>$ 5,744,962</R>

    <R>$ 6,166,296,388</R>

    <R>Advisor Equity Income</R>

    <R>November 30</R>

    <R>$ 2,601,811</R>

    <R>$ 2,367,663,026</R>

    <R>Advisor Equity Value</R>

    <R>November 30</R>

    <R>$ 153,551</R>

    <R>$ 172,906,058</R>

    <R>Advisor Fifty</R>

    <R>November 30</R>

    <R>$ 72,058</R>

    <R>$ 90,813,824</R>

    <R>Advisor Growth & Income</R>

    <R>November 30</R>

    <R>$ 1,178,942</R>

    <R>$ 1,352,258,577</R>

    <R>Advisor Growth Opportunities</R>

    <R>November 30</R>

    <R>$ 3,074,285</R>

    <R>$ 3,609,866,504</R>

    <R>Advisor Large Cap</R>

    <R>November 30</R>

    <R>$ 429,211</R>

    <R>$ 385,131,359</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>November 30</R>

    <R>$ 713,888</R>

    <R>$ 380,930,209</R>

    <R>Advisor Mid Cap</R>

    <R>November 30</R>

    <R>$ 12,916,030</R>

    <R>$ 11,399,818,961</R>

    <R>Advisor Small Cap</R>

    <R>November 30</R>

    <R>$ 2,709,138</R>

    <R>$ 2,055,673,805</R>

    <R>Advisor Strategic Growth</R>

    <R>November 30</R>

    <R>$ 16,832</R>

    <R>$ 13,765,757</R>

    <R>Advisor Value Strategies</R>

    <R>November 30</R>

    <R>$ 2,033,740</R>

    <R>$ 2,145,949,222</R>

    <R>* The provision of research services was not necessarily a factor in the placement of all this business with such firms.</R>

    VALUATION

    Each class's NAV is the value of a single share. The NAV of each class is computed by adding the class's pro rata share of the value of the applicable fund's investments, cash, and other assets, subtracting the class's pro rata share of the applicable fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result by the number of shares of that class that are outstanding.

    <R>Portfolio securities are valued by various methods depending on the primary market or exchange on which they trade. Most equity securities for which the primary market is the United States are valued at the official closing price, last sale price or, if no sale has occurred, at the closing bid price. Most equity securities for which the primary market is outside the United States are valued using the official closing price or the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. Securities of other open-end investment companies are valued at their respective NAVs.</R>

    Debt securities and other assets for which market quotations are readily available may be valued at market values determined by such securities' most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Use of pricing services has been approved by the Board of Trustees. A number of pricing services are available, and the funds may use various pricing services or discontinue the use of any pricing service.

    Futures contracts and options are valued on the basis of market quotations, if available.

    Independent brokers or quotation services provide prices of foreign securities in their local currency. Fidelity Service Company, Inc. (FSC) gathers all exchange rates daily at the close of the NYSE using the last quoted price on the local currency and then translates the value of foreign securities from their local currencies into U.S. dollars. Any changes in the value of forward contracts due to exchange rate fluctuations and days to maturity are included in the calculation of NAV. If an event that is expected to materially affect the value of a portfolio security occurs after the close of an exchange or market on which that security is traded, then that security will be valued in good faith by a committee appointed by the Board of Trustees.

    Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing service are not readily available are valued either at amortized cost or at original cost plus accrued interest, both of which approximate current value.

    The procedures set forth above need not be used to determine the value of the securities owned by a fund if, in the opinion of a committee appointed by the Board of Trustees, some other method would more accurately reflect the fair value of such securities. For example, securities and other assets for which there is no readily available market value may be valued in good faith by a committee appointed by the Board of Trustees. In making a good faith determination of the value of a security, the committee may review price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading.

    BUYING, SELLING, AND EXCHANGING INFORMATION

    A fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose as they are valued in computing each class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon sale of such securities or other property.

    DISTRIBUTIONS AND TAXES

    Dividends. A portion of each fund's income may qualify for the dividends-received deduction available to corporate shareholders to the extent that the fund's income is derived from qualifying dividends. Because each fund may earn other types of income, such as interest, short-term capital gains, and non-qualifying dividends, the percentage of dividends from the fund that qualifies for the deduction generally will be less than 100%. A percentage of dividends distributed to individual shareholders may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met). A portion of each fund's dividends derived from certain U.S. Government securities and securities of certain other investment companies may be exempt from state and local taxation.

    Capital Gain Distributions. Each fund's long-term capital gain distributions are federally taxable to shareholders generally as capital gains.

    <R>As of November 30, 2006, Advisor Aggressive Growth had an aggregate capital loss carryforward of approximately $175,942. This loss carryforward, all of which will expire on November 30, 2010, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, a fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

    <R>As of November 30, 2006, Advisor Dynamic Capital Appreciation had an aggregate capital loss carryforward of approximately $113,928,097. This loss carryforward, of which $79,590,858, and $34,337,239 will expire on November 30, 2009 and 2010, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, a fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

    <R>As of November 30, 2006, Advisor Equity Growth had an aggregate capital loss carryforward of approximately $1,741,849,352. This loss carryforward, all of which will expire on November 30, 2010, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, a fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

    <R>As of November 30, 2006, Advisor Growth Opportunities had an aggregate capital loss carryforward of approximately $462,417,378. This loss carryforward, all of which will expire on November 30, 2010, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, a fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

    <R>As of November 30, 2006, Advisor Large Cap had an aggregate capital loss carryforward of approximately $6,139,877. This loss carryforward, of which $4,753,047, and $1,386,830 will expire on November 30, 2010, and 2011, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, a fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

    <R>As of November 30, 2006, Advisor Strategic Growth had an aggregate capital loss carryforward of approximately $10,003,216. This loss carryforward, of which $2,131,477, $5,708,196, and $2,163,543 will expire on November 30, 2009, 2010, and 2011, respectively, is available to offset future capital gains. Under provisions of the Internal Revenue Code and related regulations, a fund's ability to utilize its capital loss carryforwards in a given year or in total may be limited.</R>

    Returns of Capital. If a fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

    Foreign Tax Credit or Deduction. Foreign governments may withhold taxes on dividends and interest earned by a fund with respect to foreign securities. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. Because each fund does not currently anticipate that securities of foreign issuers will constitute more than 50% of its total assets at the end of its fiscal year, shareholders should not expect to be eligible to claim a foreign tax credit or deduction on their federal income tax returns with respect to foreign taxes withheld.

    Tax Status of the Funds. Each fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, each fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis, and intends to comply with other tax rules applicable to regulated investment companies.

    -Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting each fund and its shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the sale of shares of a fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult their tax advisers to determine whether a fund is suitable to their particular tax situation.

    TRUSTEES AND OFFICERS

    <R>The Trustees, Member of the Advisory Board, and executive officers of the trusts and funds, 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, and review each fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.</R>

    <R>The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>

    <R>Interested Trustees*:</R>

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

    <R>Name, Age; Principal Occupation</R>

    <R>Edward C. Johnson 3d (76)</R>

    <R>Year of Election or Appointment: 1983 or 1984</R>

    <R>Trustee of Fidelity Advisor Series I (1983) and Fidelity Securities Fund (1984). Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).</R>

    <R>Robert L. Reynolds (54)</R>

    <R>Year of Election or Appointment: 2003</R>

    <R>Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.</R>

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

    <R>Independent Trustees:</R>

    <R>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.</R>

    <R>Name, Age; Principal Occupation</R>

    <R>Dennis J. Dirks (58)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>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) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).</R>

    <R>Albert R. Gamper, Jr. (64)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.</R>

    <R>George H. Heilmeier (70)</R>

    <R>Year of Election or Appointment: 2004</R>

    <R>Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.</R>

    <R>James H. Keyes (66)</R>

    <R>Year of Election or Appointment: 2007 </R>

    <R>Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).</R>

    <R>Marie L. Knowles (60)</R>

    <R>Year of Election or Appointment: 2001</R>

    <R>Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.</R>

    <R>Ned C. Lautenbach (62)</R>

    <R>Year of Election or Appointment: 2000</R>

    <R>Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.</R>

    <R>William O. McCoy (73)</R>

    <R>Year of Election or Appointment: 1997</R>

    <R>Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).</R>

    <R>Cornelia M. Small (62)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.</R>

    <R>William S. Stavropoulos (67)</R>

    <R>Year of Election or Appointment: 2001 or 2002</R>

    <R>Trustee of Fidelity Advisor Series I (2001) and Fidelity Securities Fund (2002). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.</R>

    <R>Kenneth L. Wolfe (67)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).</R>

    <R>Advisory Board Member and Executive Officers:</R>

    <R>Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.</R>

    <R>Name, Age; Principal Occupation</R>

    <R>Peter S. Lynch (62)</R>

    <R>Year of Election or Appointment: 2003</R>

    <R>Member of the Advisory Board of Fidelity Advisor Series I and Fidelity Securities Fund. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.</R>

    <R>Philip L. Bullen (47)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Vice President of Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Fifty, Advisor Growth & Income, and Advisor Large Cap. Mr. Bullen also serves as Vice President of certain Equity Funds (2006-present). Mr. Bullen is Senior Vice President of FMR (2001-present) and FMR Co., Inc. (2001-present). Previously, Mr. Bullen served as President and a Director of Fidelity Research & Analysis Company (2001-2005), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002-2006), and a Director of Strategic Advisers, Inc. (2002-2005).</R>

    <R>Dwight D. Churchill (52)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.</R>

    <R>Walter C. Donovan (44)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Leveraged Company Stock. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).</R>

    <R>Bruce T. Herring (41)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Vice President of Advisor Aggressive Growth, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Growth Opportunities, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).</R>

    <R>Robert A. Lawrence (54)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Vice President of Advisor Leveraged Company Stock. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).</R>

    <R>Steve Calhoun (35)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Aggressive Growth. Mr. Calhoun serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Calhoun worked as a research analyst and manager. Mr. Calhoun also serves as Vice President of FMR and FMR Co., Inc. (2005).</R>

    <R>James F. Catudal (45)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Growth & Income. Mr. Catudal also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Catudal worked as a research analyst and manager. Mr. Catudal also serves as Vice President of FMR and FMR Co., Inc. (2002).</R>

    <R>C. Robert Chow (45)</R>

    <R>Year of Election or Appointment: 1996</R>

    <R>Vice President of Advisor Equity Income. Prior to assuming his current responsibilities, Mr. Chow worked as a research analyst and manager. Mr. Chow also serves as Vice President of FMR (1999) and FMR Co., Inc. (2001).</R>

    <R>Scott Offen (46)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Vice President of Advisor Equity Value. Mr. Offen also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Offen worked as an analyst and portfolio manager. Mr. Offen also serves as Vice President of FMR and FMR Co., Inc. (2003).</R>

    <R>Richard B. Fentin (51)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Value Strategies. Mr. Fentin serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fentin worked as a research analyst, portfolio assistant and manager. Mr. Fentin also serves as Senior Vice President of FMR (1993) and FMR Co., Inc. (2001).</R>

    <R>Matthew Fruhan (43)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Large Cap. Mr. Fruhan also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fruhan worked as a research analyst and portfolio manager. Mr. Fruhan also serves as Vice President of FMR and FMR Co., Inc. (2006).</R>

    <R>Brian J. Hanson (32)</R>

    <R>Year of Election or Appointment: 2003</R>

    <R>Vice President of Advisor Strategic Growth. Mr. Hanson serves as Vice President of other Funds advised by FMR. Prior to assuming his current responsibilities, Mr. Hanson worked as a research analyst and portfolio manager. Mr. Hanson also serves as Vice President of FMR and FMR Co., Inc. (2004).</R>

    <R>James M. Harmon (35)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Small Cap. Mr. Harmon also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Harmon worked as a research analyst, portfolio assistant and portfolio manager. Mr. Harmon also serves as Vice President of FMR and FMR Co., Inc. (2002).</R>

    <R>Charles A. Mangum (42)</R>

    <R>Year of Election or Appointment: 1998</R>

    <R>Vice President of Advisor Dividend Growth. Mr. Mangum serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Mangum worked as a research analyst and portfolio manager. Mr. Mangum also serves as Senior Vice President of FMR and FMR Co., Inc. (2005).</R>

    <R>John Porter (39)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Growth Opportunities. Mr. Porter also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Porter worked as a research analyst and portfolio manager. Mr. Porter also serves as Vice President of FMR and FMR Co., Inc. (2004).</R>

    <R>Peter Saperstone (39)</R>

    <R>Year of Election or Appointment: 2001</R>

    <R>Vice President of Advisor Mid Cap and Advisor Fifty. Mr. Saperstone also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Saperstone worked as a research analyst and a manager. Mr. Saperstone also serves as Vice President of FMR and FMR Co., Inc. (2002).</R>

    <R>J. Fergus Shiel (49)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Vice President of Advisor Dynamic Capital Appreciation. Mr. Shiel also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Shiel worked as a research analyst and portfolio manager until leaving the firm in May 2003 to run his own investment firm. Mr. Shiel returned to Fidelity Investments as a portfolio manager in September 2005. Mr. Shiel also serves as Vice President of FMR and FMR Co., Inc. (2006).</R>

    <R>Thomas T. Soviero (43)</R>

    <R>Year of Election or Appointment: 2003</R>

    <R>Vice President of Advisor Leveraged Company Stock. Mr. Soviero also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Soviero worked as a research analyst, manager and director of high-yield research. Mr. Soviero also serves as Senior Vice President of FMR and FMR Co., Inc. (2005).</R>

    <R>Jason Weiner (37)</R>

    <R>Year of Election or Appointment: 2006
    Vice President of Advisor Equity Growth. Mr. Weiner also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Weiner worked as a research analyst and portfolio manager. Mr. Weiner also serves as Vice President of FMR (1999) and FMR Co., Inc. (2001).</R>

    <R>Eric D. Roiter (58)</R>

    <R>Year of Election or Appointment: 1998, 2000, or 2001</R>

    <R>Secretary of Advisor Aggressive Growth (2000), Advisor Dividend Growth (1998), Advisor Dynamic Capital Appreciation (1998), Advisor Equity Growth (1998), Advisor Equity Income (1998), Advisor Equity Value (2001), Advisor Fifty (2000), Advisor Growth & Income (1998), Advisor Growth Opportunities (1998), Advisor Large Cap (1998), Advisor Leveraged Company Stock (2000), Advisor Mid Cap (1998), Advisor Small Cap (1998), Advisor Strategic Growth (1998), and Advisor Value Strategies (1998). He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).</R>

    <R>Stuart Fross (47)</R>

    <R>Year of Election or Appointment: 2003</R>

    <R>Assistant Secretary of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.</R>

    <R>R. Stephen Ganis (40)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Anti-Money Laundering (AML) officer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).</R>

    <R>Joseph B. Hollis (58)</R>

    <R>Year of Election or Appointment: 2006</R>

    <R>Chief Financial Officer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).</R>

    <R>Kenneth A. Rathgeber (59)</R>

    <R>Year of Election or Appointment: 2004</R>

    <R>Chief Compliance Officer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).</R>

    <R>Bryan A. Mehrmann (45)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Deputy Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).</R>

    <R>Kimberley H. Monasterio (42)</R>

    <R>Year of Election or Appointment: 2007</R>

    <R>President and Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).</R>

    <R>Kenneth B. Robins (37)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Deputy Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).</R>

    <R>Robert G. Byrnes (39)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Assistant Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).</R>

    <R>John H. Costello (60)</R>

    <R>Year of Election or Appointment: 1986, 1987, 1996, 1998, 2000, or 2001</R>

    <R>Assistant Treasurer of Advisor Aggressive Growth (2000), Advisor Dividend Growth (1998), Advisor Dynamic Capital Appreciation (1998), Advisor Equity Growth (1986), Advisor Equity Income (1986), Advisor Equity Value (2001), Advisor Fifty (2000), Advisor Growth & Income (1996), Advisor Growth Opportunities (1987), Advisor Large Cap (1996), Advisor Leveraged Company Stock (2000), Advisor Mid Cap (1996), Advisor Small Cap (1998), Advisor Strategic Growth (2002), and Advisor Value Strategies (1986). Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.</R>

    <R>Peter L. Lydecker (52)</R>

    <R>Year of Election or Appointment: 2004</R>

    <R>Assistant Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.</R>

    <R>Mark Osterheld (51)</R>

    <R>Year of Election or Appointment: 2002</R>

    <R>Assistant Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.</R>

    <R>Gary W. Ryan (48)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Assistant Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).</R>

    <R>Salvatore Schiavone (41)</R>

    <R>Year of Election or Appointment: 2005</R>

    <R>Assistant Treasurer of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Fifty, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Leveraged Company Stock, Advisor Mid Cap, Advisor Small Cap, Advisor Strategic Growth, and Advisor Value Strategies. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).</R>

    <R>Standing Committees of the Funds' Trustees. The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 12 standing committees. The members of each committee are Independent Trustees.</R>

    <R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. The committee also has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended November 30, 2006 the committee held 12 meetings.</R>

    <R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and their classification as liquid or illiquid and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee provides oversight regarding the investment policies relating to, and Fidelity funds' investment in, non-traditional securities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal year ended November 30, 2006, the committee held four meetings.</R>

    <R>The Board of Trustees has established three Fund Oversight Committees: the Equity Committee (composed of Messrs. Stavropoulos (Chair), Gamper, and Lautenbach), the Fixed-Income, International, and Special Committee (composed of Ms. Small (Chair), Ms. Knowles, and Mr. Dirks), and the Select and Asset Allocation Committee (composed of Dr. Heilmeier (Chair), Messrs. Keyes and Wolfe). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. The Fixed-Income, International, and Special Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues, and of international research. The Select and Asset Allocation Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's deliberations. Prior to July 2005, the Fixed-Income, International, and Special Committee was known as the Fixed-Income and International Committee, and the Select and Asset Allocation Committee was known as the Select and Special Committee. During the fiscal year ended November 30, 2006, the Equity Committee held 10 meetings, the Fixed-Income, International, and Special Committee held 10 meetings, and the Select and Asset Allocation Committee held 11 meetings.</R>

    <R>The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Stavropoulos (Chair), Gamper, and Lautenbach, Dr. Heilmeier, and Ms. Small) and the Fixed-Income Contract Committee (composed of Ms. Small (Chair), Mr. Dirks, and Ms. Knowles). Each committee will ordinarily meet as needed to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Independent Trustees in their consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, investment advisers) and the annual review of these contracts. The Fixed-Income Contract Committee will be responsible for investment advisory agreements of the fixed-income funds. The Equity Contract Committee will be responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of Independent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR. During the fiscal year ended November 30, 2006, each Fund Contract Committee held four meetings.</R>

    <R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Gamper, and Stavropoulos, and Ms. Small. The committee normally meets monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers other non-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finders' fees, and other means by which intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also considers issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended November 30, 2006, the Shareholder, Distribution and Brokerage Committee held 13 meetings.</R>

    <R>The Audit Committee is composed of Ms. Knowles (Chair), Dr. Heilmeier, and Messrs. Keyes and Wolfe. All committee members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least one committee member in common with the Compliance Committee. The committee normally meets monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR Corp., and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the Fidelity funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds' ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providers internal controls over financial reporting. The committee will review with counsel any legal matters that may have a material impact on the Fidelity funds' financial statements and any material reports or inquiries received from regulators or governmental agencies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR Corp. their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR Corp. (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity funds' major internal controls exposures and the steps that have been taken to monitor and control such exposures. During the fiscal year ended November 30, 2006, the committee held 15 meetings.</R>

    <R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair), Stavropoulos, and Wolfe. The committee meets as called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the Fidelity funds' or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the Fidelity funds' expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of FMR or its affiliates within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended November 30, 2006, the committee held 10 meetings.</R>

    <R>The Board of Trustees established the Compliance Committee (composed of Ms. Small (Chair), Ms. Knowles, and Messrs. Stavropoulos and Wolfe) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and procedures of the Fidelity funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a Chief Compliance Officer (CCO) of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended November 30, 2006, the committee held 11 meetings.</R>

    <R>The Proxy Voting Committee is composed of Messrs. Gamper (Chair), Dirks, and Keyes. The committee will meet as needed to review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be reviewed by the Board. The Board of Trustees established the Proxy Voting Committee in January 2006. During the fiscal year ended November 30, 2006, the committee held two meetings.</R>

    <R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in each fund and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2006.</R>

    <R>Interested Trustees</R>

    <R>DOLLAR RANGE OF
    FUND SHARES
    </R>

    <R>Edward C. Johnson 3d</R>

    <R>Robert L. Reynolds</R>

    <R>Advisor Aggressive Growth</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Dividend Growth</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Growth</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Income</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Value</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Fifty</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Growth & Income</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Growth Opportunities</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Large Cap</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Mid Cap</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Small Cap</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Strategic Growth</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Value Strategies</R>

    <R>none</R>

    <R>none</R>

    <R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>Independent Trustees</R>

    <R>DOLLAR RANGE OF
    FUND SHARES
    </R>

    <R>Dennis J. Dirks</R>

    <R>Albert R. Gamper, Jr.</R>

    <R>George H. Heilmeier</R>

    <R>James H. Keyes</R>

    <R>Marie L. Knowles</R>

    <R>Advisor Aggressive Growth</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Dividend Growth</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Growth</R>

    <R>$1 - $10,000</R>

    <R>$1 - $10,000</R>

    <R>$1 - $10,000</R>

    <R>none</R>

    <R>$10,001 - $50,000</R>

    <R>Advisor Equity Income</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Value</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Fifty</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Growth & Income</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Growth Opportunities</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Large Cap</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Mid Cap</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Small Cap</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Strategic Growth</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Value Strategies</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>none</R>

    <R>over $100,000</R>

    <R>DOLLAR RANGE OF
    FUND SHARES
    </R>

    <R>Ned C. Lautenbach</R>

    <R>William O. McCoy</R>

    <R>Cornelia M. Small</R>

    <R>William S.
    Stavropoulos
    </R>

    <R>Kenneth L. Wolfe</R>

    <R>Advisor Aggressive Growth</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Dividend Growth</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Growth</R>

    <R>$10,001 - $50,000</R>

    <R>$10,001 - $50,000</R>

    <R>$1 - $10,000</R>

    <R>$10,001 - $50,000</R>

    <R>$1 - $10,000</R>

    <R>Advisor Equity Income</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Equity Value</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Fifty </R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Growth & Income</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Growth Opportunities</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Large Cap</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Mid Cap</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Small Cap</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Strategic Growth</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Advisor Value Strategies</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>over $100,000</R>

    <R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended November 30, 2006, or calendar year ended December 31, 2006, as applicable.</R>

    <R>Compensation Table1</R>

    <R>AGGREGATE
    COMPENSATION
    FROM A FUND
    </R>

    <R>Dennis J.
    Dirks
    </R>

    <R>Albert R.
    Gamper, Jr.2
    </R>

    <R>Robert M.
    Gates
    3
    </R>

    <R>George H.
    Heilmeier
    </R>

    <R>James H.
    Keyes
    4
    </R>

    <R>Marie L.
    Knowles
    </R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 13</R>

    <R>$ 13</R>

    <R>$ 16</R>

    <R>$ 12</R>

    <R>$ 9</R>

    <R>$ 14</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 1,108</R>

    <R>$ 1,086</R>

    <R>$ 1,361</R>

    <R>$ 1,068</R>

    <R>$ 775</R>

    <R>$ 1,185</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 112</R>

    <R>$ 110</R>

    <R>$ 139</R>

    <R>$ 109</R>

    <R>$ 86</R>

    <R>$ 120</R>

    <R>Advisor Equity GrowthC</R>

    <R>$ 2,200</R>

    <R>$ 2,158</R>

    <R>$ 2,702</R>

    <R>$ 2,121</R>

    <R>$ 1,524</R>

    <R>$ 2,353</R>

    <R>Advisor Equity IncomeD</R>

    <R>$ 2,135</R>

    <R>$ 2,094</R>

    <R>$ 2,625</R>

    <R>$ 2,061</R>

    <R>$ 1,518</R>

    <R>$ 2,284</R>

    <R>Advisor Equity Value</R>

    <R>$ 37</R>

    <R>$ 36</R>

    <R>$ 45</R>

    <R>$ 35</R>

    <R>$ 26</R>

    <R>$ 39</R>

    <R>Advisor Fifty</R>

    <R>$ 29</R>

    <R>$ 28</R>

    <R>$ 35</R>

    <R>$ 28</R>

    <R>$ 21</R>

    <R>$ 31</R>

    <R>Advisor Growth & Income</R>

    <R>$ 484</R>

    <R>$ 474</R>

    <R>$ 594</R>

    <R>$ 467</R>

    <R>$ 339</R>

    <R>$ 518</R>

    <R>Advisor Growth OpportunitiesE</R>

    <R>$ 1,049</R>

    <R>$ 1,028</R>

    <R>$ 1,284</R>

    <R>$ 1,011</R>

    <R>$ 693</R>

    <R>$ 1,122</R>

    <R>Advisor Large Cap</R>

    <R>$ 261</R>

    <R>$ 256</R>

    <R>$ 320</R>

    <R>$ 251</R>

    <R>$ 182</R>

    <R>$ 279</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 388</R>

    <R>$ 381</R>

    <R>$ 482</R>

    <R>$ 376</R>

    <R>$ 308</R>

    <R>$ 416</R>

    <R>Advisor Mid Cap</R>

    <R>$ 2,444</R>

    <R>$ 2,397</R>

    <R>$ 3,005</R>

    <R>$ 2,356</R>

    <R>$ 1,733</R>

    <R>$ 2,613</R>

    <R>Advisor Small Cap</R>

    <R>$ 1,027</R>

    <R>$ 1,007</R>

    <R>$ 1,264</R>

    <R>$ 991</R>

    <R>$ 737</R>

    <R>$ 1,098</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 7</R>

    <R>$ 7</R>

    <R>$ 9</R>

    <R>$ 7</R>

    <R>$ 5</R>

    <R>$ 7</R>

    <R>Advisor Value Strategies</R>

    <R>$ 551</R>

    <R>$ 541</R>

    <R>$ 677</R>

    <R>$ 532</R>

    <R>$ 385</R>

    <R>$ 590</R>

    <R>TOTAL COMPENSATION
    FROM THE FUND COMPLEX
    A</R>

    <R>$ 363,500</R>

    <R>$ 362,000</R>

    <R>$ 435,788</R>

    <R>$ 354,000</R>

    <R>$ 295,500</R>

    <R>$ 389,000</R>

    <R>AGGREGATE
    COMPENSATION
    FROM A FUND
    </R>

    <R>Ned C.
    Lautenbach
    </R>

    <R>Marvin L.
    Mann
    5
    </R>

    <R>William O.
    McCoy
    </R>

    <R>Cornelia M.
    Small
    </R>

    <R>William S.
    Stavropoulos
    </R>

    <R>Kenneth L.
    Wolfe
    </R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 13</R>

    <R>$ 2</R>

    <R>$ 13</R>

    <R>$ 13</R>

    <R>$ 13</R>

    <R>$ 13</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 1,106</R>

    <R>$ 156</R>

    <R>$ 1,083</R>

    <R>$ 1,112</R>

    <R>$ 1,098</R>

    <R>$ 1,086</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 111</R>

    <R>$ 11</R>

    <R>$ 109</R>

    <R>$ 112</R>

    <R>$ 111</R>

    <R>$ 110</R>

    <R>Advisor Equity GrowthC</R>

    <R>$ 2,198</R>

    <R>$ 317</R>

    <R>$ 2,151</R>

    <R>$ 2,207</R>

    <R>$ 2,181</R>

    <R>$ 2,158</R>

    <R>Advisor Equity IncomeD</R>

    <R>$ 2,131</R>

    <R>$ 290</R>

    <R>$ 2,086</R>

    <R>$ 2,143</R>

    <R>$ 2,115</R>

    <R>$ 2,094</R>

    <R>Advisor Equity Value</R>

    <R>$ 36</R>

    <R>$ 5</R>

    <R>$ 36</R>

    <R>$ 37</R>

    <R>$ 36</R>

    <R>$ 36</R>

    <R>Advisor Fifty</R>

    <R>$ 29</R>

    <R>$ 3</R>

    <R>$ 28</R>

    <R>$ 29</R>

    <R>$ 28</R>

    <R>$ 28</R>

    <R>Advisor Growth & Income</R>

    <R>$ 483</R>

    <R>$ 68</R>

    <R>$ 473</R>

    <R>$ 486</R>

    <R>$ 479</R>

    <R>$ 474</R>

    <R>Advisor Growth OpportunitiesE</R>

    <R>$ 1,049</R>

    <R>$ 169</R>

    <R>$ 1,026</R>

    <R>$ 1,054</R>

    <R>$ 1,040</R>

    <R>$ 1,028</R>

    <R>Advisor Large Cap</R>

    <R>$ 260</R>

    <R>$ 37</R>

    <R>$ 255</R>

    <R>$ 262</R>

    <R>$ 258</R>

    <R>$ 256</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 386</R>

    <R>$ 32</R>

    <R>$ 379</R>

    <R>$ 389</R>

    <R>$ 384</R>

    <R>$ 381</R>

    <R>Advisor Mid Cap</R>

    <R>$ 2,439</R>

    <R>$ 328</R>

    <R>$ 2,388</R>

    <R>$ 2,450</R>

    <R>$ 2,421</R>

    <R>$ 2,397</R>

    <R>Advisor Small Cap</R>

    <R>$ 1,024</R>

    <R>$ 133</R>

    <R>$ 1,003</R>

    <R>$ 1,030</R>

    <R>$ 1,017</R>

    <R>$ 1,007</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 7</R>

    <R>$ 1</R>

    <R>$ 7</R>

    <R>$ 7</R>

    <R>$ 7</R>

    <R>$ 7</R>

    <R>Advisor Value Strategies</R>

    <R>$ 551</R>

    <R>$ 78</R>

    <R>$ 539</R>

    <R>$ 553</R>

    <R>$ 546</R>

    <R>$ 541</R>

    <R>TOTAL COMPENSATION
    FROM THE FUND COMPLEX
    A</R>

    <R>$ 369,333</R>

    <R>$ 0</R>

    <R>$ 403,500B</R>

    <R>$ 362,000</R>

    <R>$ 358,500</R>

    <R>$ 359,500</R>

    <R>1 Edward C. Johnson 3d, Peter S. Lynch, and Robert L. Reynolds are interested persons and are compensated by FMR.</R>

    <R>2 During the period from June 1, 2005 through December 31, 2005, Mr. Gamper served as a Member of the Advisory Board. Effective January 1, 2006, Mr. Gamper serves as a Member of the Board of Trustees.</R>

    <R>3 Dr. Gates served on the Board of Trustees through December 2006.</R>

    <R>4 During the period from March 1, 2006 through December 31, 2006, Mr. Keyes served as a Member of the Advisory Board. Effective January 1, 2007, Mr. Keyes serves as a Member of the Board of Trustees.</R>

    <R>5 Mr. Mann served on the Board of Trustees through December 31, 2005.</R>

    <R>A Reflects compensation received for the calendar year ended December 31, 2006 for 350 funds of 58 trusts (including Fidelity Central Investment Portfolios LLC). Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2006, the Trustees accrued required deferred compensation from the funds as follows: Dennis J. Dirks, $148,500; Albert R. Gamper, $146,670; Robert M. Gates, $189,144; George H. Heilmeier, $148,500; Marie L. Knowles, $163,500; Ned C. Lautenbach, $152,667; William O. McCoy, $148,500; Cornelia M. Small, $148,500; William S. Stavropoulos, $148,500; and Kenneth L. Wolfe, $148, 500. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Ned C. Lautenbach, $39,213; and William O. McCoy, $85,287.</R>

    <R>B Compensation figures include cash and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adopted by the other open-end registered investment companies in the fund complex (Other Open-End Funds). Pursuant to the deferred compensation plan, Mr. McCoy, as an Independent Trustee, may elect to defer receipt of all or a portion of his annual fees. Amounts deferred under the deferred compensation plan are credited to an account established for Mr. McCoy on the books of the Other Open-End Funds. Interest is accrued on amounts deferred under the deferred compensation plan. For the calendar year ended December 31, 2006, Mr. McCoy voluntarily elected to defer $47,000.</R>

    <R>C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,413; Albert R. Gamper, Jr., $1,461; Robert M. Gates, $1,844; George H. Heilmeier, $1,413; Marie L. Knowles, $1,556; Ned C. Lautenbach, $1,413; Marvin L. Mann, $180; William O. McCoy, $1,413; Cornelia M. Small, $1,413; William S. Stavropoulos, $1,413; and Kenneth L. Wolfe, $1,413. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $376; and William O. McCoy, $376.</R>

    <R>D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,373; Albert R. Gamper, Jr., $1,419; Robert M. Gates, $1,794; George H. Heilmeier, $1,373; Marie L. Knowles, $1,512; Ned C. Lautenbach, $1,373; Marvin L. Mann, $164; William O. McCoy, $1,373; Cornelia M. Small, $1,373; William S. Stavropoulos, $1,373; and Kenneth L. Wolfe, $1,373. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $363; and William O. McCoy, $363.</R>

    <R>E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $672; Albert R. Gamper, Jr., 691; Robert M. Gates, $874; George H. Heilmeier, $672; Marie L. Knowles, $740; Ned C. Lautenbach, $672; Marvin L. Mann, $96; William O. McCoy, $672; Cornelia M. Small, $672; William S. Stavropoulos, $672; and Kenneth L. Wolfe, $672. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $180; and William O. McCoy, $180.</R>

    <R>As of November 30, 2006, approximately 1.24% of Advisor Aggressive Growth's, 12.29% of Advisor Dividend Growth's, 4.72% of Advisor Equity Growth's, 6.70% of Advisor Equity Income's, 22.23% of Advisor Growth & Income's, 1.18% of Advisor Growth Opportunities', 38.27% of Advisor Large Cap's, 2.90% of Advisor Mid Cap's, 4.26% of Advisor Small Cap's, and 1.14% of Advisor Strategic Growth's total outstanding shares was held by FMR affiliates. FMR Corp. is the ultimate parent company of FMR and these FMR affiliates. By virtue of his ownership interest in FMR Corp., as described in the "Control of Investment Advisers" section on page <Click Here>, Mr. Edward C. Johnson 3d, Trustee, may be deemed to be a beneficial owner of these shares. As of the above date, with the exception of Mr. Johnson 3d's deemed ownership of Advisor Aggressive Growth's, Advisor Dividend Growth's, Advisor Equity Growth's, Advisor Equity Income's, Advisor Growth & Income's, Advisor Growth Opportunities', Advisor Large Cap's, Advisor Mid Cap's, Advisor Small Cap's, and Advisor Strategic Growth's shares, the Trustees, Member of the Advisory Board, and officers of the funds owned, in the aggregate, less than 1% of each fund's total outstanding shares.</R>

    <R>As of November 30, 2006, the following owned of record 5% or more of each class's outstanding shares:</R>

    <R>Advisor Aggressive Growth: Class A: Ameriprise Financial Corporation, Minneapolis, MN (10.27%); UBS AG, Jersey City, NJ (8.14%); Nationwide Financial, Columbus, OH (6.58%); Allstate Life Insurance Company, Lincoln, NE (5.88%).</R>

    <R>Advisor Aggressive Growth: Class T: ADP, Roseland, NJ (36.09%).</R>

    <R>Advisor Aggressive Growth: Class B: BankAmerica Corp., Charlotte, NC (5.50%).</R>

    <R>Advisor Aggressive Growth: Class C: Citigroup, Inc., New York, NY (6.29%).</R>

    <R>Advisor Aggressive Growth: Institutional Class: Merrill Lynch, Jacksonville, FL (28.71%); Fidelity Distributors Corp, Boston, MA (27.35%); Symetra Investment Services Inc., Seattle, WA (14.03%); Mutual Service Corporation, West Palm Beach, FL (6.84%); ING, El Segundo, CA (5.23%); Wells Fargo Bank, San Diego, CA (5.21%).</R>

    <R>Advisor Dividend Growth: Class A: Citigroup, Inc., New York, NY (10.76%); Ameriprise Financial Corporation, Minneapolis, MN (8.44%); UBS AG, Jersey City, NJ (6.93%).</R>

    <R>Advisor Dividend Growth: Class T: John Hancock, Boston, MA (21.97%); UnionBanCal Corporation, Los Angeles, CA (5.98%); Ameriprise Financial Corporation, Minneapolis, MN (5.58%).</R>

    <R>Advisor Dividend Growth: Class B: Ameriprise Financial Corporation, Minneapolis, MN (9.67%); Merrill Lynch, Jacksonville, FL (9.66%).</R>

    <R>Advisor Dividend Growth: Class C: Merrill Lynch, Jacksonville, FL (14.51%); Citigroup, Inc., New York, NY (11.97%).</R>

    <R>Advisor Dividend Growth: Institutional Class: PNC Financial Services Group, Philadelphia, PA (13.77%).</R>

    <R>Advisor Dynamic Capital Appreciation: Class A: Ameriprise Financial Corporation, Minneapolis, MN (16.02%); Morgan Stanley DW, Jersey City, NJ (5.90%).</R>

    <R>Advisor Dynamic Capital Appreciation: Class T: Ameriprise Financial Corporation, Minneapolis, MN (24.50%); Citigroup, Inc., New York, NY (6.79%).</R>

    <R>Advisor Dynamic Capital Appreciation: Class B: Ameriprise Financial Corporation, Minneapolis, MN (6.97%).</R>

    <R>Advisor Dynamic Capital Appreciation: Class C: Ameriprise Financial Corporation, Omaha, NE (12.27%); Merrill Lynch, Jacksonville, FL (8.23%); Citigroup, Inc., New York, NY (6.41%).</R>

    <R>Advisor Dynamic Capital Appreciation: Institutional Class: Merrill Lynch, Jacksonville, FL (50.18%); ING, El Segundo, CA (10.33%); LPL Financial Services, Inc., San Diego, CA (9.63%); MMC Securities Corp, New York, NY (6.07%).</R>

    <R>Advisor Equity Growth: Class A: John Hancock, Toronto, ON (13.31%); A.G. Edwards & Sons Inc., Saint Louis, MO (9.78%).</R>

    <R>Advisor Equity Growth: Class T: Paychex Management Corporation, West Henrietta, NY (13.45%); Prudential, Hartford, CT (5.51%).</R>

    <R>Advisor Equity Growth: Class B: BankAmerica Corp., Charlotte, NC (10.31%); Citigroup, Inc., Long Island City, NY (6.14%).</R>

    <R>Advisor Equity Growth: Class C: Merrill Lynch, Jacksonville, FL (9.12%); A.G. Edwards & Sons Inc., Saint Louis, MO (8.89%); Citigroup, Inc., New York, NY (8.39%).</R>

    <R>Advisor Equity Growth: Institutional Class: Union Bank & Trust Company, Lincoln, NE (8.25%); Principal Financial Group, Des Moines, IA (5.31%).</R>

    <R>Advisor Equity Income: Class A: Nationwide Financial, Columbus, OH (13.34%); Ameriprise Financial Corporation, Minneapolis, MN (6.38%); Citigroup, Inc., New York, NY (5.29%).</R>

    <R>Advisor Equity Income: Class T: Paychex Management Corporation, West Henrietta, NY (9.57%).</R>

    <R>Advisor Equity Income: Class B: BankAmerica Corp., Charlotte, NC (6.31%).</R>

    <R>Advisor Equity Income: Class C: Merrill Lynch, Jacksonville, FL (9.88%); Citigroup, Inc., New York, NY (7.30%); Investors Security Company, Inc., Suffolk, VA (5.06%).</R>

    <R>Advisor Equity Value: Class A: Ameriprise Financial Corporation, Minneapolis, MN (21.75%); RBC Dain Rauscher Corp., Minneapolis, MN (6.24%).</R>

    <R>Advisor Equity Value: Class T: Citigroup, Inc., New York, NY (7.02%); RBC Dain Rauscher Corp., Minneapolis, MN (6.36%).</R>

    <R>Advisor Equity Value: Class B: BankAmerica Corp., Charlotte, NC (6.20%); Merrill Lynch, Jacksonville, FL (5.75%); Ameriprise Financial Corporation, Minneapolis, MN (5.74%).</R>

    <R>Advisor Equity Value: Class C: Merrill Lynch, Jacksonville, FL (7.96%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (5.96%).</R>

    <R>Advisor Equity Value: Institutional Class: First Midwest Bancorp, Joliet, IL (56.16%); Cambridge Investment Research, Inc., Fairfield, IA (5.65%).</R>

    <R>Advisor Fifty: Class A: Ameriprise Financial Corporation, Minneapolis, MN (15.13%); Nationwide Financial, Columbus, OH (6.85%); 1st Global Capital Corp., Dallas, TX (5.26%); Jackson National, Appleton, WI (5.18%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (5.07%).</R>

    <R>Advisor Fifty: Class T: ADP, Roseland, NJ (10.72%).</R>

    <R>Advisor Fifty: Class B: Ameriprise Financial Corporation, Minneapolis, MN (7.97%); LPL Financial Services, Inc., San Diego, CA (5.63%).</R>

    <R>Advisor Fifty: Class C: A.G. Edwards & Sons Inc., Saint Louis, MO (5.95%).</R>

    <R>Advisor Fifty: Institutional Class: First Midwest Bancorp, Joliet, IL (22.06%); Ameriprise Financial Corporation, Omaha, NE (19.05%); Rock Springs National Bank, Rock Springs, WY (13.62%); Wells Fargo Bank, San Diego, CA (8.23%); Fidelity Distributors Corp, Boston, MA (6.68%).</R>

    <R>Advisor Growth & Income: Class A: Merrill Lynch, Jacksonville, FL (7.08%); Ameriprise Financial Corporation, Minneapolis, MN (5.21%).</R>

    <R>Advisor Growth & Income: Class T: Citigroup, Inc., New York, NY (5.90%).</R>

    <R>Advisor Growth & Income: Class B: Merrill Lynch, Jacksonville, FL (6.80%); Ameriprise Financial Corporation, Minneapolis, MN (6.62%).</R>

    <R>Advisor Growth & Income: Class C: Merrill Lynch, Jacksonville, FL (13.99%); Citigroup, Inc., New York, NY (9.61%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (5.23%).</R>

    <R>Advisor Growth Opportunities: Class A: Nationwide Financial, Columbus, OH (10.03%); BankAmerica Corp., Charlotte, NC (5.56%).</R>

    <R>Advisor Growth Opportunities: Class T: Paychex Management Corporation, West Henrietta, NY (11.73%); A.G. Edwards & Sons Inc., Saint Louis, MO (5.43%); Citigroup, Inc., New York, NY (5.43%).</R>

    <R>Advisor Growth Opportunities: Class B: Citizens Financial Group, Inc., Providence, RI (17.38%); BankAmerica Corp., Charlotte, NC (5.33%).</R>

    <R>Advisor Growth Opportunities: Class C: Merrill Lynch, Jacksonville, FL (11.20%); Citigroup, Inc., New York, NY (7.80%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (5.61%).</R>

    <R>Advisor Growth Opportunities: Institutional Class: Bear Stearns, Brooklyn, NY (36.87%); State Street Bank, Santiago, Chile (19.00%); Brown Harriman Corporation, Boston, MA (8.34%).</R>

    <R>Advisor Large Cap: Class A: Ameriprise Financial Corporation, Minneapolis, MN (6.85%); Morgan Stanley DW, Jersey City, NJ (5.92%).</R>

    <R>Advisor Large Cap: Class T: Citigroup, Inc., New York, NY (9.21%); ADP, Roseland, NJ (7.83%).</R>

    <R>Advisor Large Cap: Class B: AIG, New York, NY (5.87%); Ameriprise Financial Corporation, Minneapolis, MN (5.63%).</R>

    <R>Advisor Large Cap: Class C: Ameriprise Financial Corporation, Omaha, NE (10.62%); Merrill Lynch, Jacksonville, FL (6.07%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (5.49%).</R>

    <R>Advisor Leveraged Company Stock: Class A: Ameriprise Financial Corporation, Minneapolis, MN (11.35%); Nationwide Financial, Columbus, OH (8.93%); Citigroup, Inc., New York, NY (7.03%).</R>

    <R>Advisor Leveraged Company Stock: Class T: Ameriprise Financial Corporation, Minneapolis, MN (31.24%); Mass Mutual, Springfield, MA (7.61%).</R>

    <R>Advisor Leveraged Company Stock: Class B: Ameriprise Financial Corporation, Minneapolis, MN (15.85%); Citigroup, Inc., New York, NY (6.66%); Merrill Lynch, Jacksonville, FL (5.70%).</R>

    <R>Advisor Leveraged Company Stock: Class C: Merrill Lynch, Jacksonville, FL (23.20%); Citigroup, Inc., New York, NY (14.73%).</R>

    <R>Advisor Leveraged Company Stock: Institutional Class: Merrill Lynch, Jacksonville, FL (30.15%); State Street Bank, Santiago, Chile (8.10%); Wachovia/Prudential Financial Advisors, LLC, Newark, NJ (6.40%); LPL Financial Services, Inc., San Diego, CA (6.04%).</R>

    <R>Advisor Mid Cap: Class A: Morgan Stanley DW, Jersey City, NJ (13.67%); Nationwide Financial, Columbus, OH (8.28%); Ameriprise Financial Corporation, Minneapolis, MN (5.61%).</R>

    <R>Advisor Mid Cap: Class T: ING, Hartford, CT (9.15%); Great West, Englewood, CO (7.10%); Ameriprise Financial Corporation, Minneapolis, MN (6.56%).</R>

    <R>Advisor Mid Cap: Class B: Ameriprise Financial Corporation, Minneapolis, MN (13.30%); BankAmerica Corp., Charlotte, NC (6.83%).</R>

    <R>Advisor Mid Cap: Class C: Merrill Lynch, Jacksonville, FL (10.86%); Citigroup, Inc., New York, NY (7.76%); Ameriprise Financial Corporation, Omaha, NE (6.31%); Ameriprise Financial Corporation, Minneapolis, MN (5.06%).</R>

    <R>Advisor Mid Cap: Institutional Class: Principal Financial Group, Des Moines, IA (18.74%).</R>

    <R>Advisor Small Cap: Class A: Ameriprise Financial Corporation, Minneapolis, MN (7.52%); Merrill Lynch, Jacksonville, FL (7.37%).</R>

    <R>Advisor Small Cap: Class T: Paychex Management Corporation, West Henrietta, NY (7.56%); Aegon USA, Los Angeles, CA (6.75%); Ameriprise Financial Corporation, Minneapolis, MN (6.63%); Citigroup, Inc., New York, NY (5.08%).</R>

    <R>Advisor Small Cap: Class B: Ameriprise Financial Corporation, Minneapolis, MN (5.30%); BankAmerica Corp., Charlotte, NC (5.04%).</R>

    <R>Advisor Small Cap: Class C: Merrill Lynch, Jacksonville, FL (9.35%); Citigroup, Inc., New York, NY (7.68%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (5.28%).</R>

    <R>Advisor Small Cap: Institutional Class: National City Corporation, Cleveland, OH (5.05%).</R>

    <R>Advisor Strategic Growth: Class A: Ameriprise Financial Corporation, Minneapolis, MN (7.41%); Merrill Lynch, Jacksonville, FL (6.19%); Zucker Associates, New York, NY (5.19%).</R>

    <R>Advisor Strategic Growth: Class T: ADP, Roseland, NJ (34.61%).</R>

    <R>Advisor Strategic Growth: Class C: OPT Securities, LLC, Charlotte, NC (6.80%); Wachovia/Prudential Financial Advisors, LLC, Charlotte, NC (6.56%); Northwestern Mutual, Milwaukee, WI (5.25%); LPL Financial Services, Inc., San Diego, CA (5.04%).</R>

    <R>Advisor Strategic Growth: Institutional Class: Fidelity Distributors Corp, Boston, MA (83.04%); Northwestern Mutual, Milwaukee, MN (11.74%).</R>

    <R>Advisor Value Strategies: Class A: Nationwide Financial, Columbus, OH (6.10%); Ameriprise Financial Corporation, Minneapolis, MN (5.39%).</R>

    <R>Advisor Value Strategies: Class T: Citigroup, Inc., New York, NY (5.08%); Merrill Lynch, Jacksonville, FL (5.06%).</R>

    <R>Advisor Value Strategies: Class B: BankAmerica Corp., Charlotte, NC, (5.83%).</R>

    <R>Advisor Value Strategies: Class C: A.G. Edwards & Sons Inc., Saint Louis, MO (6.62%); Citigroup, Inc., New York, NY (6.58%).</R>

    <R>Advisor Value Strategies: Institutional Class: Principal Financial Group, Des Moines, IA (38.85%).</R>

    <R>As of November 30, 2006, the following owned beneficially 5% or more of each class's outstanding shares:</R>

    <R>Advisor Growth & Income: Institutional Class: Fidelity Advisor Freedom 2020 Fund, Boston, MA (5.41%).</R>

    <R>Advisor Large Cap: Institutional Class: Fidelity Advisor 2020 Fund, Boston, MA (9.50%); Fidelity Advisor Freedom 2030 Fund, Boston, MA (7.23%); Fidelity Advisor Freedom 2040 Fund, Boston, MA (6.01%).</R>

    CONTROL OF INVESTMENT ADVISERS

    <R>FMR Corp., organized in 1972, is the ultimate parent company of FMR, Fidelity Investments Money Management, Inc. (FIMM), Fidelity Management & Research (U.K.) Inc. (FMR U.K.), Fidelity Research & Analysis Company (FRAC), formerly known as Fidelity Management & Research (Far East) Inc., and FMR Co., Inc. (FMRC). The voting common stock of FMR Corp. is divided into two classes. Class B is held predominantly by members of the Edward C. Johnson 3d family and is entitled to 49% of the vote on any matter acted upon by the voting common stock. Class A is held predominantly by non-Johnson family member employees of FMR Corp. and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting stock of that company. Therefore, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR Corp.</R>

    At present, the primary business activities of FMR Corp. and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging businesses.

    Fidelity International Limited (FIL), a Bermuda company formed in 1968, is the ultimate parent company of Fidelity International Investment Advisors (FIIA), Fidelity Investments Japan Limited (FIJ), and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L). Edward C. Johnson 3d, Johnson family members, and various trusts for the benefit of the Johnson family own, directly or indirectly, more than 25% of the voting common stock of FIL. At present, the primary business activities of FIL and its subsidiaries are the provision of investment advisory services to non-U.S. investment companies and private accounts investing in securities throughout the world.

    <R>FMR, FIMM, FMRC, FMR U.K., FRAC, FIJ, FIIA, FIIA(U.K.)L (the Investment Advisers), FDC, and the funds have adopted codes of ethics under Rule 17j-1 of the 1940 Act that set forth employees' fiduciary responsibilities regarding the funds, establish procedures for personal investing, and restrict certain transactions. Employees subject to the codes of ethics, including Fidelity investment personnel, may invest in securities for their own investment accounts, including securities that may be purchased or held by the funds.</R>

    MANAGEMENT CONTRACTS

    Each fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

    Management Services. Under the terms of its management contract with each fund, FMR acts as investment adviser and, subject to the supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment objective, policies and limitations. FMR also provides each fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of each fund and all Trustees who are interested persons of the trusts or of FMR, and all personnel of each fund or FMR performing services relating to research, statistical and investment activities.

    In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services necessary for the operation of each fund. These services include providing facilities for maintaining each fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with each fund; preparing all general shareholder communications and conducting shareholder relations; maintaining each fund's records and the registration of each fund's shares under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for each fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

    Management-Related Expenses. In addition to the management fee payable to FMR and the fees payable to the transfer, dividend disbursing, and shareholder servicing agent and pricing and bookkeeping agent, and the costs associated with securities lending, as applicable, each fund or each class thereof, as applicable, pays all of its expenses that are not assumed by those parties. Each fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and Independent Trustees. Each fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of each fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by each fund include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws and making necessary filings under state securities laws. Each fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation.

    Management Fees. For the services of FMR under the management contract, each fund (except Advisor Growth Opportunities) pays FMR a monthly management fee which has two components: a group fee rate and an individual fund fee rate.

    <R>For the services of FMR under the management contract, Advisor Growth Opportunities pays FMR a monthly management fee which has two components: a basic fee, which is the sum of a group fee rate and an individual fund fee rate, and a performance adjustment based on a comparison of Advisor Growth Opportunities' performance to that of a blend of the performance of the S&P 500 and the Russell 1000 Growth Index.</R>

    The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts.

    GROUP FEE RATE SCHEDULE

    EFFECTIVE ANNUAL FEE RATES

    Average Group
    Assets

    Annualized
    Rate

    Group Net
    Assets

    Effective Annual Fee
    Rate

    0

    -

    $3 billion

    .5200%

    $ 1 billion

    .5200%

    3

    -

    6

    .4900

    50

    .3823

    6

    -

    9

    .4600

    100

    .3512

    9

    -

    12

    .4300

    150

    .3371

    12

    -

    15

    .4000

    200

    .3284

    15

    -

    18

    .3850

    250

    .3219

    18

    -

    21

    .3700

    300

    .3163

    21

    -

    24

    .3600

    350

    .3113

    24

    -

    30

    .3500

    400

    .3067

    30

    -

    36

    .3450

    450

    .3024

    36

    -

    42

    .3400

    500

    .2982

    42

    -

    48

    .3350

    550

    .2942

    48

    -

    66

    .3250

    600

    .2904

    66

    -

    84

    .3200

    650

    .2870

    84

    -

    102

    .3150

    700

    .2838

    102

    -

    138

    .3100

    750

    .2809

    138

    -

    174

    .3050

    800

    .2782

    174

    -

    210

    .3000

    850

    .2756

    210

    -

    246

    .2950

    900

    .2732

    246

    -

    282

    .2900

    950

    .2710

    282

    -

    318

    .2850

    1,000

    .2689

    318

    -

    354

    .2800

    1,050

    .2669

    354

    -

    390

    .2750

    1,100

    .2649

    390

    -

    426

    .2700

    1,150

    .2631

    426

    -

    462

    .2650

    1,200

    .2614

    462

    -

    498

    .2600

    1,250

    .2597

    498

    -

    534

    .2550

    1,300

    .2581

    534

    -

    587

    .2500

    1,350

    .2566

    587

    -

    646

    .2463

    1,400

    .2551

    646

    -

    711

    .2426

    711

    -

    782

    .2389

    782

    -

    860

    .2352

    860

    -

    946

    .2315

    946

    -

    1,041

    .2278

    1,041

    -

    1,145

    .2241

    1,145

    -

    1,260

    .2204

    Over

    1,260

    .2167

    <R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized rates on the left. For example, the effective annual fee rate at $1,150 billion of group net assets - the approximate level for November 2006 - was 0.2631%, which is the weighted average of the respective fee rates for each level of group net assets up to $1,150 billion.</R>

    <R>The individual fund fee rates for each fund (except Advisor Growth Opportunities) are set forth in the table below. Based on the average group net assets of the funds advised by FMR for November 2006, each fund's annual management fee rate would be calculated as follows:</R>

    <R>Group Fee Rate</R>

    <R>Individual Fund Fee Rate</R>

    <R>Management Fee Rate</R>

    <R>Advisor Aggressive Growth</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.35%</R>

    <R>=</R>

    <R>0.6131%</R>

    <R>Advisor Dividend Growth</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Equity Growth</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Equity Income</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.20%</R>

    <R>=</R>

    <R>0.4631%</R>

    <R>Advisor Equity Value</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Fifty</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Growth & Income</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.20%</R>

    <R>=</R>

    <R>0.4631%</R>

    <R>Advisor Large Cap</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.35%</R>

    <R>=</R>

    <R>0.6131%</R>

    <R>Advisor Mid Cap</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Small Cap</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.45%</R>

    <R>=</R>

    <R>0.7131%</R>

    <R>Advisor Strategic Growth</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>Advisor Value Strategies</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    <R>The individual fund fee rate for Advisor Growth Opportunities is 0.30%. Based on the average group net assets of the funds advised by FMR for November 2006, the fund's annual basic fee rate would be calculated as follows:</R>

    <R>Group Fee Rate</R>

    <R>Individual Fund Fee Rate</R>

    <R>Basic Fee Rate</R>

    <R>Advisor Growth Opportunities</R>

    <R>0.2631%</R>

    <R>+</R>

    <R>0.30%</R>

    <R>=</R>

    <R>0.5631%</R>

    One-twelfth of the basic fee rate or the management fee rate, as applicable, is applied to each fund's average net assets for the month, giving a dollar amount which is the fee for that month.

    <R>Computing the Performance Adjustment. The basic fee for Advisor Growth Opportunities 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, the record over the same period of a blend of the S&P 500 and the Russell 1000 Growth Index for the fund. The performance period consists of the most recent month plus the previous 35 months.</R>

    <R>For the period prior to February 1, 2007, Advisor Growth Opportunities compares its performance to the S&P 500 (Prior Index). For the period beginning February 1, 2007, Advisor Growth Opportunities compares its performance to Russell 1000 Growth Index (Current Index). Because the performance adjustment is based on a rolling 36 month measurement period, during a transition period Advisor Growth Opportunities' performance will be compared to a 36 month blended index return that reflects the performance of the Current Index for the portion of the 36 month performance measurement period beginning February 1, 2007 and the performance of the Prior Index for the remainder of the measurement period. At the conclusion of the transition period, the performance of the Prior Index will be eliminated from the performance adjustment calculation, and the calculation will include only the performance of the Current Index.</R>

    <R>If the Trustees determine that another index is appropriate for Advisor Growth Opportunities, they may designate a successor index to be substituted.</R>

    For the purposes of calculating the performance adjustment for Advisor Growth Opportunities, the fund's investment performance will be based on the average performance of all classes of the fund weighted according to their average assets for each month in the performance period.

    The performance comparison is made at the end of each month.

    <R>For Advisor Growth Opportunities, each percentage point of difference, calculated to the nearest 0.01% (up to a maximum difference of ±10.00), is multiplied by a performance adjustment rate of 0.02%. For Advisor Growth Opportunities, the maximum annualized performance adjustment rate is ±0.20% of the fund's average net assets over the performance period.</R>

    One twelfth (1/12) of this rate is then applied to the fund's average net assets over the performance period, giving a dollar amount which will be added to (or subtracted from) the basic fee.

    A class's performance is calculated based on change in NAV. For purposes of calculating the performance adjustment, any dividends or capital gain distributions paid by the class are treated as if reinvested in that class's shares at the NAV as of the record date for payment.

    <R>The records of the S&P 500 and the Russell 1000 Growth Index for Advisor Growth Opportunities are based on change in value and each is adjusted for any cash distributions from the companies whose securities compose the indexes. Because the adjustment to the basic fee is based on Advisor Growth Opportunities' performance compared to the blended investment records of the S&P 500 and the Russell 1000 Growth Index, the controlling factor is not whether the fund's performance is up or down per se, but whether it is up or down more or less than the blended records of the indexes. Moreover, the comparative investment performance of the fund is based solely on the relevant performance period without regard to the cumulative performance over a longer or shorter period of time.</R>

    The following table shows the amount of management fees paid by each fund to FMR for the past three fiscal years, and the amount of negative or positive performance adjustments to the management fees paid by Advisor Growth Opportunities.

    <R>Fund</R>

    <R>Fiscal Years
    Ended
    November 30
    </R>

    <R>Performance
    Adjustment
    </R>

    <R>Management Fees
    Paid to FMR
    </R>

    <R>Advisor Aggressive Growth</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 253,793</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 248,991</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 236,989</R>

    <R>Advisor Dividend Growth</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 19,965,308</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 27,296,129</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 27,249,643</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 2,189,041</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 1,432,281</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 1,901,963</R>

    <R>Advisor Equity Growth</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 39,166,508</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 49,183,204</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 60,999,613</R>

    <R>Advisor Equity Income</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 31,997,157</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 31,805,610</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 27,264,631</R>

    <R>Advisor Equity Value</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 667,387</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 623,097</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 464,289</R>

    <R>Advisor Fifty</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 537,216</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 426,041</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 402,723</R>

    <R>Advisor Growth & Income</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 7,178,425</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 8,053,082</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 8,661,478</R>

    <R>Advisor Growth Opportunities</R>

    <R>2006</R>

    <R>$ (6,702,181)</R>

    <R>$ 11,684,520*</R>

    <R>2005</R>

    <R>$ (4,693,604)</R>

    <R>$ 19,853,126*</R>

    <R>2004</R>

    <R>$ (3,745,119)</R>

    <R>$ 27,539,755*</R>

    <R>Advisor Large Cap</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 4,713,626</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 4,553,875</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 4,002,797</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 8,329,220</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 3,011,812</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 861,293</R>

    <R>Advisor Mid Cap</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 44,178,533</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 45,455,746</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 41,910,985</R>

    <R>Advisor Small Cap</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 23,677,364</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 20,299,621</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 14,513,827</R>

    <R>Advisor Strategic Growth</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 124,871</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 129,144</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 145,146</R>

    <R>Advisor Value Strategies</R>

    <R>2006</R>

    <R>--</R>

    <R>$ 9,927,673</R>

    <R>2005</R>

    <R>--</R>

    <R>$ 11,577,134</R>

    <R>2004</R>

    <R>--</R>

    <R>$ 11,960,949</R>

    <R>* Including the amount of the performance adjustment.</R>

    FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses (exclusive of interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), which is subject to revision or discontinuance. FMR retains the ability to be repaid for these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

    Expense reimbursements by FMR will increase a class's returns and yield, and repayment of the reimbursement by a class will lower its returns and yield.

    <R>Sub-Adviser - FMRC. On behalf of each fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has day-to-day responsibility for choosing investments for each fund.</R>

    <R>Under the terms of the sub-advisory agreements for each fund, FMR pays FMRC fees equal to 50% of the management fee (including any performance adjustment) payable to FMR under its management contract with each fund.</R>

    <R>Fees paid to FMRC by FMR on behalf of each fund for the past three fiscal years are shown in the following table.</R>

    <R>Fund</R>

    <R>Fiscal Year
    Ended
    November 30</R>

    <R>Fees
    Paid to
    FMRC</R>

    <R>Advisor Aggressive Growth</R>

    <R>2006</R>

    <R>$ 126,865</R>

    <R>2005</R>

    <R>$ 124,510</R>

    <R>2004</R>

    <R>$ 118,465</R>

    <R>Advisor Dividend Growth</R>

    <R>2006</R>

    <R>$ 9,982,389</R>

    <R>2005</R>

    <R>$ 13,650,090</R>

    <R>2004</R>

    <R>$ 13,622,206</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>2006</R>

    <R>$ 1,094,452</R>

    <R>2005</R>

    <R>$ 716,267</R>

    <R>2004</R>

    <R>$ 950,764</R>

    <R>Advisor Equity Growth</R>

    <R>2006</R>

    <R>$ 19,580,093</R>

    <R>2005</R>

    <R>$ 24,596,521</R>

    <R>2004</R>

    <R>$ 30,493,290</R>

    <R>Advisor Equity Income</R>

    <R>2006</R>

    <R>$ 15,997,797</R>

    <R>2005</R>

    <R>$ 15,904,522</R>

    <R>2004</R>

    <R>$ 13,629,466</R>

    <R>Advisor Equity Value</R>

    <R>2006</R>

    <R>$ 333,684</R>

    <R>2005</R>

    <R>$ 311,558</R>

    <R>2004</R>

    <R>$ 232,100</R>

    <R>Advisor Fifty</R>

    <R>2006</R>

    <R>$ 268,573</R>

    <R>2005</R>

    <R>$ 213,047</R>

    <R>2004</R>

    <R>$ 201,342</R>

    <R>Advisor Growth & Income</R>

    <R>2006</R>

    <R>$ 3,588,566</R>

    <R>2005</R>

    <R>$ 4,027,331</R>

    <R>2004</R>

    <R>$ 4,329,792</R>

    <R>Advisor Growth Opportunities</R>

    <R>2006</R>

    <R>$ 5,851,809</R>

    <R>2005</R>

    <R>$ 9,944,531</R>

    <R>2004</R>

    <R>$ 13,756,521</R>

    <R>Advisor Large Cap</R>

    <R>2006</R>

    <R>$ 2,356,734</R>

    <R>2005</R>

    <R>$ 2,276,982</R>

    <R>2004</R>

    <R>$ 2,000,880</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>2006</R>

    <R>$ 4,164,590</R>

    <R>2005</R>

    <R>$ 1,505,870</R>

    <R>2004</R>

    <R>$ 430,972</R>

    <R>Advisor Mid Cap</R>

    <R>2006</R>

    <R>$ 22,087,830</R>

    <R>2005</R>

    <R>$ 22,729,034</R>

    <R>2004</R>

    <R>$ 20,950,575</R>

    <R>Advisor Small Cap</R>

    <R>2006</R>

    <R>$ 11,835,922</R>

    <R>2005</R>

    <R>$ 10,148,426</R>

    <R>2004</R>

    <R>$ 7,256,783</R>

    <R>Advisor Strategic Growth</R>

    <R>2006</R>

    <R>$ 62,423</R>

    <R>2005</R>

    <R>$ 64,582</R>

    <R>2004</R>

    <R>$ 72,561</R>

    <R>Advisor Value Strategies</R>

    <R>2006</R>

    <R>$ 4,963,403</R>

    <R>2005</R>

    <R>$ 5,788,606</R>

    <R>2004</R>

    <R>$ 5,979,355</R>

    Sub-Advisers - FIIA, FIIA(U.K.)L, and FIJ. On behalf of each fund, FMR has entered into a master international research agreement with FIIA. On behalf of each fund, FIIA, in turn, has entered into sub-research agreements with FIIA(U.K.)L and FIJ. Pursuant to the research agreements, FMR may receive investment advice and research services concerning issuers and countries outside the United States.

    Under the terms of the master international research agreement, FMR pays FIIA an amount based on a fund's international net assets relative to the international assets of other registered investment companies with which FMR has management contracts. Under the terms of the sub-research agreements, FIIA pays FIIA(U.K.)L and FIJ an amount equal to the administrative costs incurred in providing investment advice and research services for a fund.

    For the past three fiscal years, no fees were paid to FIIA(U.K.)L and FIJ on behalf of the funds for providing investment advice and research services pursuant to the research agreements.

    For providing investment advice and research services pursuant to the research agreements, fees paid to FIIA for the past three fiscal years are shown in the following table.

    <R>Fiscal Year
    Ended
    November 30
    </R>

    <R>FIIA</R>

    <R>Advisor Aggressive Growth</R>

    <R>2006</R>

    <R>$ 1,036</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 466</R>

    <R>Advisor Dividend Growth</R>

    <R>2006</R>

    <R>$ 9,486</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 38,190</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>2006</R>

    <R>$ 6,989</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 11,719</R>

    <R>Advisor Equity Growth</R>

    <R>2006</R>

    <R>$ 201,562</R>

    <R>2005</R>

    <R>$ 231,280</R>

    <R>2004</R>

    <R>$ 478,384</R>

    <R>Advisor Equity Income</R>

    <R>2006</R>

    <R>$ 41,166</R>

    <R>2005</R>

    <R>$ 87,572</R>

    <R>2004</R>

    <R>$ 129,246</R>

    <R>Advisor Equity Value</R>

    <R>2006</R>

    <R>$ 1,285</R>

    <R>2005</R>

    <R>$ 347,113</R>

    <R>2004</R>

    <R>$ 1,635</R>

    <R>Advisor Fifty</R>

    <R>2006</R>

    <R>$ 2,384</R>

    <R>2005</R>

    <R>$ 2,606</R>

    <R>2004</R>

    <R>$ 3,543</R>

    <R>Advisor Growth & Income</R>

    <R>2006</R>

    <R>$ 24,295</R>

    <R>2005</R>

    <R>$ 33,365</R>

    <R>2004</R>

    <R>$ 36,268</R>

    <R>Advisor Growth Opportunities</R>

    <R>2006</R>

    <R>$ 41,089</R>

    <R>2005</R>

    <R>$ 48,755</R>

    <R>2004</R>

    <R>$ 123,342</R>

    <R>Advisor Large Cap</R>

    <R>2006</R>

    <R>$ 27,445</R>

    <R>2005</R>

    <R>$ 21,578</R>

    <R>2004</R>

    <R>$ 21,290</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>2006</R>

    <R>$ 42,544</R>

    <R>2005</R>

    <R>$ 2,693,328</R>

    <R>2004</R>

    <R>$ 12,001</R>

    <R>Advisor Mid Cap</R>

    <R>2006</R>

    <R>$ 186,696</R>

    <R>2005</R>

    <R>$ 258,836</R>

    <R>2004</R>

    <R>$ 256,507</R>

    <R>Advisor Small Cap</R>

    <R>2006</R>

    <R>$ 76,489</R>

    <R>2005</R>

    <R>$ 56,870</R>

    <R>2004</R>

    <R>$ 48,806</R>

    <R>Advisor Strategic Growth</R>

    <R>2006</R>

    <R>$ 612</R>

    <R>2005</R>

    <R>$ 716</R>

    <R>2004</R>

    <R>$ 475</R>

    <R>Advisor Value Strategies</R>

    <R>2006</R>

    <R>$ 31,540</R>

    <R>2005</R>

    <R>$ 47,302</R>

    <R>2004</R>

    <R>$ 107,063</R>

    <R>Sub-Adviser - FRAC. On behalf of each fund, FMR, FMRC, and FRAC have entered into a research agreement. Pursuant to the research agreement, FRAC provides investment advice and research services on domestic issuers. The Board of Trustees approved the new research agreement with FRAC on January 19, 2006.</R>

    <R>Under the terms of the research agreement, FMR and FMRC agree, in the aggregate, to pay FRAC a monthly fee equal to 110% of FRAC's costs incurred in providing investment advice and research services for each fund.</R>

    <R>Sub-Advisers - FMR U.K., FRAC, and FIJ. On behalf of each fund, FMR has entered into sub-advisory agreements with FMR U.K., and FRAC. On behalf of each fund, FRAC has entered into a sub-advisory agreement with FIJ. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the funds (discretionary services).</R>

    Under the terms of the sub-advisory agreements, for providing non-discretionary investment advice and research services the sub-advisers are compensated as follows:

    • <R>FMR pays FMR U.K. fees equal to 110% of FMR U.K.'s costs incurred in connection with providing investment advice and research services.</R>
    • <R>FMR pays FRAC fees equal to 105% of FRAC's costs incurred in connection with providing investment advice and research services.</R>
    • <R>FRAC pays FIJ a fee equal to 100% of FIJ's costs incurred in connection with providing investment advice and research services for a fund to FRAC.</R>

    Under the terms of the sub-advisory agreements, for providing discretionary investment management and executing portfolio transactions, the sub-advisers are compensated as follows:

    • <R>FMR pays FMR U.K. a fee equal to 50% of its monthly management fee (including any performance adjustment) with respect to the fund's average net assets managed by the sub-adviser on a discretionary basis.</R>
    • <R>FMR pays FRAC a fee equal to 50% of its monthly management fee (including any performance adjustment) with respect to the fund's average net assets managed by the sub-adviser on a discretionary basis.</R>

    <R>For providing discretionary investment management and execution of portfolio transactions pursuant to the sub-advisory agreements, fees paid to FRAC and FIJ on behalf of each fund for the past three fiscal years are shown in the following table.</R>

    <R>Fiscal Year
    Ended
    November 30
    </R>

    <R>FRAC</R>

    <R>FIJ</R>

    <R>Advisor Aggressive Growth</R>

    <R>2006</R>

    <R>$ 36</R>

    <R>$ 702</R>

    <R>2005</R>

    <R>$ 2</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 2</R>

    <R>$ 135</R>

    <R>Advisor Dividend Growth</R>

    <R>2006</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>2006</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 101</R>

    <R>$ 378</R>

    <R>2004</R>

    <R>$ 128</R>

    <R>$ 351</R>

    <R>Advisor Equity Growth</R>

    <R>2006</R>

    <R>$ 1,721</R>

    <R>$ 4,941</R>

    <R>2005</R>

    <R>$ 625</R>

    <R>$ 1,512</R>

    <R>2004</R>

    <R>$ 462</R>

    <R>$ 189</R>

    <R>Advisor Equity Income</R>

    <R>2006</R>

    <R>$ 114</R>

    <R>$ 81</R>

    <R>2005</R>

    <R>$ 46</R>

    <R>$ 27</R>

    <R>2004</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Equity Value</R>

    <R>2006</R>

    <R>$ 1</R>

    <R>$ 81</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>$ 27</R>

    <R>2004</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Fifty</R>

    <R>2006</R>

    <R>$ 0</R>

    <R>$ 54</R>

    <R>2005</R>

    <R>$ 8</R>

    <R>$ 243</R>

    <R>2004</R>

    <R>$ 15</R>

    <R>$ 270</R>

    <R>Advisor Growth & Income</R>

    <R>2006</R>

    <R>$ 464</R>

    <R>$ 1,188</R>

    <R>2005</R>

    <R>$ 143</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Growth Opportunities</R>

    <R>2006</R>

    <R>$ 213</R>

    <R>$ 216</R>

    <R>2005</R>

    <R>$ 200</R>

    <R>$ 81</R>

    <R>2004</R>

    <R>$ 48</R>

    <R>$ 27</R>

    <R>Advisor Large Cap</R>

    <R>2006</R>

    <R>$ 61</R>

    <R>$ 297</R>

    <R>2005</R>

    <R>$ 189</R>

    <R>$ 1,836</R>

    <R>2004</R>

    <R>$ 219</R>

    <R>$ 2,484</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>2006</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Mid Cap</R>

    <R>2006</R>

    <R>$ 749</R>

    <R>$ 621</R>

    <R>2005</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 816</R>

    <R>$ 0</R>

    <R>Advisor Small Cap</R>

    <R>2006</R>

    <R>$ 1,932</R>

    <R>$ 6,804</R>

    <R>2005</R>

    <R>$ 757</R>

    <R>$ 2,268</R>

    <R>2004</R>

    <R>$ 373</R>

    <R>$ 3,105</R>

    <R>Advisor Strategic Growth</R>

    <R>2006</R>

    <R>$ 7</R>

    <R>$ 378</R>

    <R>2005</R>

    <R>$ 3</R>

    <R>$ 297</R>

    <R>2004</R>

    <R>$ 2</R>

    <R>$ 27</R>

    <R>Advisor Value Strategies</R>

    <R>2006</R>

    <R>$ 162</R>

    <R>$ 540</R>

    <R>2005</R>

    <R>$ 494</R>

    <R>$ 432</R>

    <R>2004</R>

    <R>$ 233</R>

    <R>$ 81</R>

    <R>Steven Calhoun is the portfolio manager of Advisor Aggressive Growth and receives compensation for his services. Charles Mangum is the portfolio manager of Advisor Dividend Growth and receives compensation for his services. Fergus Shiel is the portfolio manager of Advisor Dynamic Capital Appreciation and receives compensation for his services. Jason Weiner is the portfolio manager of Advisor Equity Growth and receives compensation for his services. C. Robert Chow is the portfolio manager of Advisor Equity Income and receives compensation for his services. Scott Offen is the portfolio manager of Advisor Equity Value and receives compensation for his services. Peter Saperstone is the portfolio manager of Advisor Fifty and Advisor Mid Cap and receives compensation for his services. James Catudal is the portfolio manager of Advisor Growth & Income and receives compensation for his services. John Porter is the portfolio manager of Advisor Growth Opportunities and receives compensation for his services. Matthew Fruhan is the portfolio manager of Advisor Large Cap and receives compensation for his services. James Harmon is the portfolio manager of Advisor Small Cap and receives compensation for his services. Brian Hanson is the portfolio manager of Advisor Strategic Growth and receives compensation for his services. Matthew Friedman is the portfolio manager of Advisor Value Strategies and receives compensation for his services. As of November 30, 2006, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and relocation plan benefits. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

    <R>Each portfolio manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of each portfolio manager's bonus are based on the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index and within a defined peer group assigned to each fund or account. The pre-tax investment performance of each portfolio manager's fund(s) and account(s) is weighted according to the portfolio manager's tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over the portfolio manager's tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with the portfolio manager's tenure, but that eventually encompasses rolling periods of up to five years for the comparison to a benchmark index, and rolling periods of up to three years for the comparison to a peer group. A smaller, subjective component of each portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of each portfolio manager's bonus that is linked to the investment performance of his fund is based on the fund's pre-tax investment performance measured against the benchmark index identified below for the fund and the fund's pre-tax investment performance (based on the performance of the fund's Institutional Class or, for Advisor Value Strategies, the retail class) within the peer groups identified below for the fund.</R>

    <R>Each portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement, and employer administrative services.</R>

    <R>Benchmark Index</R>

    <R>Peer Group</R>

    <R>Advisor Aggressive Growth</R>

    <R>Russell Mid Cap Growth Index</R>

    <R>Morningstar Mid Cap Growth</R>

    <R>Advisor Dividend Growth</R>

    <R>S&P 500 Index</R>

    <R>Morningstar Large Cap Blend</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>S&P 500 Index</R>

    <R>Morningstar Large Cap Value, Large Cap Blend, Large Cap Growth, Mid Cap Value, Mid Cap Blend, Mid Cap Growth</R>

    <R>Advisor Equity Growth</R>

    <R>Russell 3000 Growth Index</R>

    <R>Morningstar Large Cap Growth, Morningstar Mid Cap Growth</R>

    <R>Advisor Equity Income</R>

    <R>Russell 3000 Value Index</R>

    <R>Lipper Equity Income Objective</R>

    <R>Advisor Equity Value</R>

    <R>Russell 3000 Value Index</R>

    <R>Morningstar Large Cap Value</R>

    <R>Advisor Fifty</R>

    <R>S&P 500 Index</R>

    <R>Morningstar Large Cap Value, Large Cap Blend, Large Cap Growth, Mid Cap Value, Mid Cap Blend, Mid Cap Growth</R>

    <R>Advisor Growth & Income</R>

    <R>S&P 500 Index</R>

    <R>Morningstar Large Cap Blend</R>

    <R>Advisor Growth Opportunities</R>

    <R>S&P 500 Index</R>

    <R>Morningstar Large Cap Growth</R>

    <R>Advisor Large Cap</R>

    <R>S&P 500 Index</R>

    <R>Morningstar Large Cap Blend</R>

    <R>Advisor Mid Cap</R>

    <R>S&P MidCap 400 Index</R>

    <R>Morningstar Mid Cap Blend</R>

    <R>Advisor Small Cap</R>

    <R>Russell 2000 Index</R>

    <R>Morningstar Small Cap Blend</R>

    <R>Advisor Strategic Growth</R>

    <R>Russell 1000 Growth Index</R>

    <R>Morningstar Large Cap Growth</R>

    <R>Advisor Value Strategies</R>

    <R>Russell Mid Cap Value Index</R>

    <R>Morningstar Mid-Cap Value </R>

    <R>Thomas Soviero is the portfolio manager of Advisor Leveraged Company Stock Fund and receives compensation for his services. As of November 30, 2006, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of the portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>

    <R>The portfolio manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of the portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index and within a defined peer group assigned to each fund or account and (ii) the investment performance of other FMR high yield funds and accounts. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to five years for the comparison to a benchmark index and the comparison to a Lipper peer group. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of the portfolio manager's bonus that is linked to the investment performance of the fund is based on the fund's pre-tax investment performance measured against the CSFB Leveraged Equity Index and the fund's pre-tax investment performance (based on the performance of the fund's Institutional Class) within the Morningstar Mid Cap Value, Mid Cap Blend, Mid Cap Growth, Small Cap Value, Small Cap Blend and Small Cap Growth Categories.</R>

    <R>Each portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR Corp., FMR's parent company. FMR Corp. is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement, and employer administrative services.</R>

    <R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest through either tax-deferred accounts or taxable accounts, the portfolio manager's compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for funds or accounts other than a fund may outperform the securities selected for the fund. Portfolio managers may also be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Calhoun as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>3</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 3,924</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 3,858</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Aggressive Growth ($44 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Aggressive Growth beneficially owned by Mr. Calhoun was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Mangum as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 20,527</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 16,953</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Dividend Growth ($3,575 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Dividend Growth beneficially owned by Mr. Mangum was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Shiel as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>3</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 9,296</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 8,611</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Dynamic Capital Appreciation ($577 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Dynamic Capital Appreciation beneficially owned by Mr. Shiel was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Weiner as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>3</R>

    <R>none</R>

    <R>1</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 14,081</R>

    <R>none</R>

    <R>$ 2,869</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Equity Growth ($6,293 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Equity Growth beneficially owned by Mr. Weiner was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Chow as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 19,001</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Equity Income ($7,355 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Equity Income beneficially owned by Mr. Chow was $10,001-$50,000.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Offen as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>1</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 1,113</R>

    <R>$ 696</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 988</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Equity Value ($125 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Equity Value beneficially owned by Mr. Offen was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Saperstone as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>6</R>

    <R>none</R>

    <R>1</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 12,036</R>

    <R>none</R>

    <R>$ 151</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 1,256</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Fifty ($110 (in millions) assets managed) and Advisor Mid Cap ($7,810 (in millions) assets managed. The amount of assets managed of a fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Fifty beneficially owned by Mr. Saperstone was none, and the dollar range of shares of Advisor Mid Cap beneficially owned by Mr. Saperstone was $100,001-$500,000.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Catudal as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>4</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 4,128</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 846</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Growth & Income ($1,559 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Growth & Income beneficially owned by Mr. Catudal was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Porter as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 3,600</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 3,021</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Growth Opportunities ($3,021 (in millions) assets managed with performance-based advisory fees). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Growth Opportunities beneficially owned by Mr. Porter was $100,001-$500,000.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Fruhan as of November 30, 2006</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 1,699</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 815</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Large Cap ($883 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Large Cap beneficially owned by Mr. Fruhan was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Harmon as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>1</R>

    <R>none</R>

    <R>1</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 3,379</R>

    <R>none</R>

    <R>$ 708</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Small Cap ($3,379 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Small Cap beneficially owned by Mr. Harmon was $500,001-$1,000,000.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Soviero as of November 30, 2006</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>4</R>

    <R>1</R>

    <R>3</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>1</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 11,699</R>

    <R>$ 207</R>

    <R>$ 1,796</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>$ 2,083</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Leveraged Company Stock ($1,979 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Leveraged Company Stock beneficially owned by Mr. Soviero was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Hanson as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 38</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Strategic Growth ($22 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Strategic Growth beneficially owned by Mr. Hanson was none.</R>

    <R>The following table provides information relating to other accounts managed by Mr. Friedman as of November 30, 2006:</R>

    <R>Registered
    Investment
    Companies*</R>

    <R>Other Pooled
    Investment
    Vehicles</R>

    <R>Other
    Accounts</R>

    <R>Number of Accounts Managed</R>

    <R>2</R>

    <R>none</R>

    <R>none</R>

    <R>Number of Accounts Managed with Performance-Based Advisory Fees</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed (in millions)</R>

    <R>$ 2,219</R>

    <R>none</R>

    <R>none</R>

    <R>Assets Managed with Performance-Based Advisory Fees (in millions)</R>

    <R>none</R>

    <R>none</R>

    <R>none</R>

    <R>* Includes Advisor Value Strategies ($1,772 (in millions) assets managed). The amount of assets managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>

    <R>As of November 30, 2006, the dollar range of shares of Advisor Value Strategies beneficially owned by Mr. Friedman was $500,001-$1,000,000.</R>

    <R>PROXY VOTING GUIDELINES</R>

    <R>The following Proxy Voting Guidelines were established by the Board of Trustees of the funds, after consultation with Fidelity. (The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to change.)</R>

    <R>I. General Principles</R>

    <R> A. Except as set forth herein, FMR will generally vote in favor of routine management proposals. FMR will generally oppose shareholder proposals that do not appear reasonably likely to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.</R>

    <R> B. Non-routine proposals will generally be voted in accordance with the guidelines.</R>

    <R> C. Non-routine proposals not covered by the following guidelines or other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by the General Counsel or Compliance Officer of FMR or the General Counsel of FMR Corp. A significant pattern of such proposals or other special circumstances will be referred to the Proxy Committee or its designee.</R>

    <R> D. Voting of shares will be conducted in a manner consistent with the best interests of mutual fund shareholders as follows: (i) securities of a portfolio company will generally be voted in a manner consistent with the Proxy Voting Guidelines; and (ii) voting will be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.</R>

    <R> E. The FMR Investment & Advisor Compliance Department votes proxies. In the event an Investment & Advisor Compliance employee has a personal conflict with a portfolio company or an employee or director of a portfolio company, that employee will withdraw from making any proxy voting decisions with respect to that portfolio company. A conflict of interest arises when there are factors that may prompt one to question whether a Fidelity employee is acting solely in the best interests of Fidelity and its customers. Employees are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests of Fidelity and its customers.</R>

    <R>II. Definitions (as used in this document)</R>

    <R> A. Large capitalization company - a company included in the Russell 1000 stock index.</R>

    <R> B. Small capitalization company - a company not included in the Russell 1000 stock index.</R>

    <R> C. Anti-takeover plan - includes fair price amendments; classified boards; "blank check" preferred stock; golden and tin parachutes; supermajority provisions; poison pills; and any other plan that eliminates or limits shareholder rights.</R>

    <R> D. Poison Pill Plan - a strategy employed by a potential take-over/target company to make its stock less attractive to an acquirer. Such Plans are generally designed to dilute the acquirer's ownership and value in the event of a take-over.</R>

    <R> E. Golden parachute - accelerated options and/or employment contracts for officers and directors that will result in a lump sum payment of more than three times annual compensation (salary and bonus) in the event of termination following a change in control.</R>

    <R> F. Tin parachute - accelerated options and/or employment contracts for employees beyond officers and directors that will result in a lump sum payment in the event of termination.</R>

    <R> G. Sunset provision - a condition in a charter or plan that specifies an expiration date.</R>

    <R> H. Greenmail - payment of a premium to a raider trying to take over a company through a proxy contest or other means.</R>

    <R>III. Directors</R>

    <R> A. Incumbent Directors</R>

    <R> FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly appear to have failed to exercise reasonable judgment.</R>

    <R> FMR will also generally withhold authority on the election of directors if:</R>

    <R> 1. An anti-takeover provision was introduced, an anti-takeover provision was extended, or a new anti-takeover provision was adopted upon the expiration of an existing anti-takeover provision, without shareholder approval except as set forth below.</R>

    <R> With respect to poison pills, FMR will consider not withholding authority on the election of directors if all of the following conditions are met when a poison pill is introduced, extended, or adopted:</R>

    <R> a. The poison pill includes a sunset provision of less than 5 years;</R>

    <R> b. The poison pill is linked to a business strategy that will result in greater value for the shareholders; and</R>

    <R> c. Shareholder approval is required to reinstate the poison pill upon expiration.</R>

    <R> FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are not met if the board is willing to strongly consider seeking shareholder ratification of, or adding a sunset provision meeting the above conditions to, an existing poison pill. In such a case, if the company does not take appropriate action prior to the next annual shareholder meeting, FMR will withhold authority on the election of directors.</R>

    <R> 2. The company refuses, upon request by FMR, to amend a Poison Pill Plan to allow Fidelity to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities.</R>

    <R> 3. Within the last year and without shareholder approval, the company's board of directors or compensation committee has repriced outstanding options held by officers and directors which, together with all other options repriced under the same stock option plan (whether held by officers, directors, or other employees) exceed 5% (for a large capitalization company) or 10% (for a small capitalization company) of the shares authorized for grant under the plan.</R>

    <R> 4. The company failed to act in the best interests of shareholders when approving executive compensation, taking into account such factors as: (i) whether the company used an independent compensation committee; and (ii) whether the compensation committee engaged independent compensation consultants.</R>

    <R> 5. The company made a commitment to FMR to resolve an agenda item that was inconsistent with FMR's guidelines and management of the company has failed to act on that commitment.</R>

    <R> B. Indemnification</R>

    <R> FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of Directors and/or limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the proposal is accompanied by anti-takeover measures.</R>

    <R> C. Independent Chairperson</R>

    <R> FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and to promote effective oversight of management by the board of directors.</R>

    <R> D. Majority Director Elections</R>

    <R> FMR will generally vote against shareholder proposals calling for a company to adopt a simple majority vote standard for the election of directors. However, FMR will consider supporting such proposals in limited cases if, based upon particular facts and circumstances, the adoption of a simple majority vote standard appears reasonably likely to enhance shareholder returns and the board of directors has reasonable discretion to mitigate legal, regulatory, and operational risks if a nominee or incumbent director fails to receive a majority vote.</R>

    <R>IV. Compensation</R>

    <R> A. Equity Award Plans (including stock options, restricted stock awards, and other stock awards)</R>

    <R> FMR will generally vote against Equity Award Plans or amendments to authorize additional shares under such plans if:</R>

    <R> 1. (a) The dilution effect of the shares authorized under the plan, plus the shares reserved for issuance pursuant to all other stock plans, is greater than 10% (for large capitalization companies) or 15% (for small capitalization companies) and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the level of dilution in the Plan or the amendments is acceptable.</R>

    <R> 2. In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the Board/Committee has repriced options outstanding under the plan in the past 2 years.</R>

    <R> However, option repricing may be acceptable if all of the following conditions, as specified by the plan's express terms or board resolution, are met:</R>

    <R> a. The repricing is rarely used and, when used, is authorized by a compensation committee composed entirely of independent directors to fulfill a legitimate corporate purpose such as retention of a key employee;</R>

    <R> b. The repricing is limited to no more than 5% (large capitalization company) or 10% (small capitalization company) of the shares currently authorized for grant under the plan.</R>

    <R> 3. The Board may materially alter the plan without shareholder approval, including by increasing the benefits accrued to participants under the plan; increasing the number of securities which may be issued under the plan; modifying the requirements for participation in the plan; or including a provision allowing the Board to lapse or waive restrictions at its discretion.</R>

    <R> 4. The granting of awards to non-employee directors is subject to management discretion.</R>

    <R> 5. In the case of stock awards, the restriction period, or holding period after exercise, is less than 3 years for non-performance-based awards, and less than 1 year for performance-based awards.</R>

    <R> FMR will consider approving an Equity Award Plan or an amendment to authorize additional shares under such plan if, without complying with guidelines 2(a), 3, and 4 immediately above, the following two conditions are met:</R>

    <R> 1. The shares are granted by a compensation committee composed entirely of independent directors; and</R>

    <R> 2. The shares are limited to 5% (large capitalization company) and 10% (small capitalization company) of the shares authorized for grant under the plan.</R>

    <R> B. Equity Exchanges and Repricing</R>

    <R> FMR will generally vote in favor of a management proposal to exchange shares or reprice outstanding options if the proposed exchange or repricing is consistent with the interests of shareholders, taking into account such factors as:</R>

    <R> 1. Whether the proposal excludes senior management and directors;</R>

    <R> 2. Whether the equity proposed to be exchanged or repriced exceeded FMR's dilution thresholds when initially granted;</R>

    <R> 3. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;</R>

    <R> 4. The company's relative performance compared to other companies within the relevant industry or industries;</R>

    <R> 5. Economic and other conditions affecting the relevant industry or industries in which the company competes; and</R>

    <R> 6. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with the interests of shareholders.</R>

    <R> C. Employee Stock Purchase Plans</R>

    <R> FMR will generally vote against employee stock purchase plans if the plan violates any of the criteria in section IV(A) above, except that the minimum stock purchase price may be equal to or greater than 85% of the stock's fair market value if the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.</R>

    <R> D. Employee Stock Ownership Plans (ESOPs)</R>

    <R> FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change in control.</R>

    <R> E. Executive Compensation</R>

    <R> FMR will generally vote against management proposals on stock-based compensation plans or other compensation plans if such proposals are inconsistent with the interests of shareholders, taking into account such factors as: (i) whether the company has an independent compensation committee; and (ii) whether the compensation committee has authority to engage independent compensation consultants.</R>

    <R>V. Anti-Takeover Plans</R>

    <R> FMR will generally vote against a proposal to adopt or approve the adoption of an anti-takeover plan unless:</R>

    <R> A. The proposal requires that shareholders be given the opportunity to vote on the adoption of anti-takeover provision amendments.</R>

    <R> B. The anti-takeover plan includes the following:</R>

    <R> 1. the board has adopted an anti-takeover plan with a sunset provision of no greater than 5 years;</R>

    <R> 2. the anti-takeover plan is linked to a business strategy that is expected to result in greater value for the shareholders;</R>

    <R> 3. shareholder approval is required to reinstate the anti-takeover plan upon expiration;</R>

    <R> 4. the anti-takeover plan contains a provision suspending its application, by shareholder referendum, in the event a potential acquirer announces a bona fide offer, made for all outstanding shares; and</R>

    <R> 5. the anti-takeover plan allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities.</R>

    <R> C. It is an anti-greenmail proposal that does not include other anti-takeover provisions.</R>

    <R> D. It is a fair price amendment that considers a two-year price history or less.</R>

    <R> FMR will generally vote in favor of proposals to eliminate anti-takeover plans. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to vote for the election of directors.</R>

    <R>VI. Capital Structure/Incorporation</R>

    <R> A. Increases in Common Stock</R>

    <R> FMR will generally vote against a provision to increase a Company's common stock if such increase is greater than 3 times outstanding and scheduled to be issued shares, including stock options, except in the case of real estate investment trusts, where an increase of up to 5 times is generally acceptable.</R>

    <R> B. New Classes of Shares</R>

    <R> FMR will generally vote against the introduction of new classes of stock with differential voting rights.</R>

    <R> C. Cumulative Voting Rights</R>

    <R> FMR will generally vote in favor of introduction and against elimination of cumulative voting rights where this is determined to enhance portfolio interests of minority shareholders.</R>

    <R> D. Acquisition or Business Combination Statutes</R>

    <R> FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that enable the company to opt out of the control shares acquisition or business combination statutes.</R>

    <R> E. Incorporation or Reincorporation in Another State or Country</R>

    <R> FMR will generally vote against shareholder proposals calling for or recommending that a portfolio company reincorporate in the United States and vote in favor of management proposals to reincorporate in a jurisdiction outside the United States if (i) it is lawful under United States, state and other applicable law for the company to be incorporated under the laws of the relevant foreign jurisdiction and to conduct its business and (ii) reincorporating or maintaining a domicile in the United States would likely give rise to adverse tax or other economic consequences detrimental to the interests of the company and its shareholders. However, FMR will consider supporting such shareholder proposals and opposing such management proposals in limited cases if, based upon particular facts and circumstances, reincorporating in or maintaining a domicile in the relevant foreign jurisdiction gives rise to significant risks or other potential adverse consequences that appear reasonably likely to be detrimental to the interests of the company or its shareholders.</R>

    <R>VII. Auditors</R>

    <R> A. FMR will generally vote against shareholder proposals calling for or recommending periodic rotation of a portfolio company's auditor. FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, a company's board of directors and audit committee clearly appear to have failed to exercise reasonable business judgment in the selection of the company's auditor.</R>

    <R> B. FMR will generally vote against shareholder proposals calling for or recommending the prohibition or limitation of the performance of non-audit services by a portfolio company's auditor. FMR will also generally vote against shareholder proposals calling for or recommending removal of a company's auditor due to, among other reasons, the performance of non-audit work by the auditor. FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, a company's board of directors and audit committee clearly appear to have failed to exercise reasonable business judgment in the oversight of the performance of the auditor of audit or non-audit services for the company.</R>

    <R>VIII. Other</R>

    <R> A. Voting Process</R>

    <R> FMR will generally vote in favor of proposals to adopt Confidential Voting and Independent Vote Tabulation practices.</R>

    <R> B. Regulated Industries</R>

    <R> Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a determination under applicable law (e.g. federal banking law) that no Fund or group of Funds has acquired control of such organization.</R>

    <R>To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.</R>

    DISTRIBUTION SERVICES

    Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 82 Devonshire Street, Boston, Massachusetts 02109. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the funds, which are continuously offered. Promotional and administrative expenses in connection with the offer and sale of shares are paid by FMR.

    Sales charge revenues collected and retained by FDC for the past three fiscal years are shown in the following table.

    <R>Sales Charge Revenue</R>

    <R>CDSC Revenue</R>

    <R>Fund</R>

    <R>Fiscal Year
    Ended</R>

    <R>Amount
    Paid to
    FDC
    </R>

    <R>Amount
    Retained by
    FDC
    </R>

    <R>Amount
    Paid to
    FDC
    </R>

    <R>Amount
    Retained by
    FDC
    </R>

    <R>Advisor Aggressive Growth - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 42,387</R>

    <R>$ 13,394</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 34,551</R>

    <R>$ 9,510</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 53,220</R>

    <R>$ 16,284</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Aggressive Growth - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 75,876</R>

    <R>$ 12,632</R>

    <R>$ 459</R>

    <R>$ 459</R>

    <R>2005</R>

    <R>$ 76,104</R>

    <R>$ 12,596</R>

    <R>$ 20</R>

    <R>$ 20</R>

    <R>2004</R>

    <R>$ 75,892</R>

    <R>$ 12,694</R>

    <R>$ 20</R>

    <R>$ 20</R>

    <R>Advisor Aggressive Growth - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 21,975</R>

    <R>$ 21,975</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 37,989</R>

    <R>$ 37,989</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 45,970</R>

    <R>$ 45,970</R>

    <R>Advisor Aggressive Growth - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 864</R>

    <R>$ 864</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,521</R>

    <R>$ 1,521</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 2,682</R>

    <R>$ 2,682</R>

    <R>Advisor Dividend Growth - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 262,094</R>

    <R>$ 104,983</R>

    <R>$ 65</R>

    <R>$ 65</R>

    <R>2005</R>

    <R>$ 448,799</R>

    <R>$ 190,048</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 1,028,119</R>

    <R>$ 555,726</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Dividend Growth - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 239,582</R>

    <R>$ 54,244</R>

    <R>$ 4,250</R>

    <R>$ 4,250</R>

    <R>2005</R>

    <R>$ 376,828</R>

    <R>$ 99,176</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 675,466</R>

    <R>$ 184,818</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Dividend Growth - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 856,027</R>

    <R>$ 856,027</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,435,965</R>

    <R>$ 1,435,965</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,285,521</R>

    <R>$ 1,285,521</R>

    <R>Advisor Dividend Growth - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 15,141</R>

    <R>$ 15,141</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 49,973</R>

    <R>$ 49,973</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 86,242</R>

    <R>$ 86,242</R>

    <R>Advisor Dynamic Capital Appreciation - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 460,421</R>

    <R>$ 295,809</R>

    <R>$ 1,711</R>

    <R>$ 1,711</R>

    <R>2005</R>

    <R>$ 54,947</R>

    <R>$ 19,036</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 70,849</R>

    <R>$ 18,729</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Dynamic Capital Appreciation - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 195,046</R>

    <R>$ 61,836</R>

    <R>$ 12</R>

    <R>$ 12</R>

    <R>2005</R>

    <R>$ 89,808</R>

    <R>$ 16,652</R>

    <R>$ 12</R>

    <R>$ 12</R>

    <R>2004</R>

    <R>$ 137,875</R>

    <R>$ 23,021</R>

    <R>$ 7</R>

    <R>$ 7</R>

    <R>Advisor Dynamic Capital Appreciation - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 66,211</R>

    <R>$ 66,211</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 140,204</R>

    <R>$ 140,204</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 178,241</R>

    <R>$ 178,241</R>

    <R>Advisor Dynamic Capital Appreciation - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 10,033</R>

    <R>$ 10,033</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 2,234</R>

    <R>$ 2,234</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,485</R>

    <R>$ 3,485</R>

    <R>Advisor Equity Growth - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 339,825</R>

    <R>$ 97,749</R>

    <R>$ 721</R>

    <R>$ 721</R>

    <R>2005</R>

    <R>$ 418,749</R>

    <R>$ 133,829</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 990,160</R>

    <R>$ 354,137</R>

    <R>$ 81</R>

    <R>$ 81</R>

    <R>Advisor Equity Growth - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 405,749</R>

    <R>$ 86,605</R>

    <R>$ 2,343</R>

    <R>$ 2,343</R>

    <R>2005</R>

    <R>$ 535,652</R>

    <R>$ 112,581</R>

    <R>$ 3,705</R>

    <R>$ 3,705</R>

    <R>2004</R>

    <R>$ 968,626</R>

    <R>$ 212,293</R>

    <R>$ 4,509</R>

    <R>$ 4,509</R>

    <R>Advisor Equity Growth - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 962,600</R>

    <R>$ 962,600</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 2,052,098</R>

    <R>$ 2,052,098</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 2,575,495</R>

    <R>$ 2,575,495</R>

    <R>Advisor Equity Growth - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 12,648</R>

    <R>$ 12,648</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 35,341</R>

    <R>$ 35,341</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 44,421</R>

    <R>$ 44,421</R>

    <R>Advisor Equity Income - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 1,005,134</R>

    <R>$ 444,873</R>

    <R>$ 634</R>

    <R>$ 634</R>

    <R>2005</R>

    <R>$ 1,139,586</R>

    <R>$ 519,482</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 1,088,714</R>

    <R>$ 481,686</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Equity Income - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 612,004</R>

    <R>$ 157,242</R>

    <R>$ 7,500</R>

    <R>$ 7,500</R>

    <R>2005</R>

    <R>$ 642,017</R>

    <R>$ 173,106</R>

    <R>$ 4,300</R>

    <R>$ 4,300</R>

    <R>2004</R>

    <R>$ 687,500</R>

    <R>$ 199,617</R>

    <R>$ 11,436</R>

    <R>$ 11,436</R>

    <R>Advisor Equity Income - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 618,198</R>

    <R>$ 618,198</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 841,723</R>

    <R>$ 841,723</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 907,058</R>

    <R>$ 907,058</R>

    <R>Advisor Equity Income - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 28,687</R>

    <R>$ 28,687</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 28,536</R>

    <R>$ 28,536</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 31,144</R>

    <R>$ 31,144</R>

    <R>Advisor Equity Value - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 65,119</R>

    <R>$ 27,379</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 84,887</R>

    <R>$ 38,135</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 78,419</R>

    <R>$ 28,566</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Equity Value - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 64,422</R>

    <R>$ 13,166</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 61,695</R>

    <R>$ 12,643</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 62,692</R>

    <R>$ 12,927</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Equity Value - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 28,588</R>

    <R>$ 28,588</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 47,418</R>

    <R>$ 47,418</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 26,310</R>

    <R>$ 26,310</R>

    <R>Advisor Equity Value - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,197</R>

    <R>$ 1,197</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,006</R>

    <R>$ 1,006</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,469</R>

    <R>$ 1,469</R>

    <R>Advisor Fifty - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 111,440</R>

    <R>$ 55,568</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 58,215</R>

    <R>$ 29,719</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 66,402</R>

    <R>$ 29,123</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Fifty - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 64,712</R>

    <R>$ 16,050</R>

    <R>$ 2</R>

    <R>$ 2</R>

    <R>2005</R>

    <R>$ 47,065</R>

    <R>$ 8,899</R>

    <R>$ 6</R>

    <R>$ 6</R>

    <R>2004</R>

    <R>$ 63,543</R>

    <R>$ 13,996</R>

    <R>$ 1</R>

    <R>$ 1</R>

    <R>Advisor Fifty - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 45,507</R>

    <R>$ 45,507</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 61,603</R>

    <R>$ 61,603</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 56,546</R>

    <R>$ 56,546</R>

    <R>Advisor Fifty - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 2,597</R>

    <R>$ 2,597</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 608</R>

    <R>$ 608</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,613</R>

    <R>$ 1,613</R>

    <R>Advisor Growth & Income - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 165,870</R>

    <R>$ 54,893</R>

    <R>$ 84</R>

    <R>$ 84</R>

    <R>2005</R>

    <R>$ 177,465</R>

    <R>$ 61,654</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 279,922</R>

    <R>$ 108,341</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Growth & Income - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 196,027</R>

    <R>$ 38,352</R>

    <R>$ 1,129</R>

    <R>$ 1,129</R>

    <R>2005</R>

    <R>$ 217,903</R>

    <R>$ 41,426</R>

    <R>$ 658</R>

    <R>$ 658</R>

    <R>2004</R>

    <R>$ 280,247</R>

    <R>$ 54,123</R>

    <R>$ 683</R>

    <R>$ 683</R>

    <R>Advisor Growth & Income - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 265,245</R>

    <R>$ 265,245</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 590,782</R>

    <R>$ 590,782</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 802,259</R>

    <R>$ 802,259</R>

    <R>Advisor Growth & Income - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 4,286</R>

    <R>$ 4,286</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 7,937</R>

    <R>$ 7,937</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 12,494</R>

    <R>$ 12,494</R>

    <R>Advisor Growth Opportunities - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 113,284</R>

    <R>$ 32,232</R>

    <R>$ 804</R>

    <R>$ 804</R>

    <R>2005</R>

    <R>$ 113,453</R>

    <R>$ 26,789</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 152,012</R>

    <R>$ 41,015</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Growth Opportunities - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 295,872</R>

    <R>$ 58,744</R>

    <R>$ 2,707</R>

    <R>$ 2,707</R>

    <R>2005</R>

    <R>$ 340,684</R>

    <R>$ 68,975</R>

    <R>$ 1,030</R>

    <R>$ 1,030</R>

    <R>2004</R>

    <R>$ 490,879</R>

    <R>$ 98,933</R>

    <R>$ 28,924</R>

    <R>$ 128,924</R>

    <R>Advisor Growth Opportunities - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 189,254</R>

    <R>$ 189,254</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 439,514</R>

    <R>$ 439,514</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 782,964</R>

    <R>$ 782,964</R>

    <R>Advisor Growth Opportunities - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,230</R>

    <R>$ 3,230</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,389</R>

    <R>$ 3,389</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 4,862</R>

    <R>$ 4,862</R>

    <R>Advisor Large Cap - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 156,936</R>

    <R>$ 68,831</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2005</R>

    <R>$ 111,136</R>

    <R>$ 39,432</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 152,502</R>

    <R>$ 49,428</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Large Cap - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 128,046</R>

    <R>$ 26,043</R>

    <R>$ 516</R>

    <R>$ 516</R>

    <R>2005</R>

    <R>$ 137,455</R>

    <R>$ 24,797</R>

    <R>$ 106</R>

    <R>$ 106</R>

    <R>2004</R>

    <R>$ 155,032</R>

    <R>$ 27,633</R>

    <R>$ 68</R>

    <R>$ 68</R>

    <R>Advisor Large Cap - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 103,469</R>

    <R>$ 103,469</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 185,168</R>

    <R>$ 185,168</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 217,601</R>

    <R>$ 217,601</R>

    <R>Advisor Large Cap - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,617</R>

    <R>$ 3,617</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,089</R>

    <R>$ 3,089</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 4,321</R>

    <R>$ 4,321</R>

    <R>Advisor Leveraged Company Stock - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 1,498,497</R>

    <R>$ 1,100,372</R>

    <R>$ 15,504</R>

    <R>$ 15,504</R>

    <R>2005</R>

    <R>$ 982,725</R>

    <R>$ 687,710</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 275,168</R>

    <R>$ 186,772</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Leveraged Company Stock - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 351,386</R>

    <R>$ 133,883</R>

    <R>$ 282</R>

    <R>$ 282</R>

    <R>2005</R>

    <R>$ 224,346</R>

    <R>$ 84,825</R>

    <R>$ 1,008</R>

    <R>$ 1,008</R>

    <R>2004</R>

    <R>$ 83,822</R>

    <R>$ 26,054</R>

    <R>$ 149</R>

    <R>$ 149</R>

    <R>Advisor Leveraged Company Stock - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 194,915</R>

    <R>$ 194,915</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 116,652</R>

    <R>$ 116,652</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 59,421</R>

    <R>$ 59,421</R>

    <R>Advisor Leveraged Company Stock - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 108,951</R>

    <R>$ 108,951</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 34,629</R>

    <R>$ 34,629</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 24,939</R>

    <R>$ 24,939</R>

    <R>Advisor Mid Cap - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 279,403</R>

    <R>$ 74,104</R>

    <R>$ 11,671</R>

    <R>$ 11,671</R>

    <R>2005</R>

    <R>$ 347,650</R>

    <R>$ 102,401</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 1,700,586</R>

    <R>$ 945,420</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Mid Cap - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 267,860</R>

    <R>$ 58,192</R>

    <R>$ 2,330</R>

    <R>$ 2,330</R>

    <R>2005</R>

    <R>$ 351,149</R>

    <R>$ 77,688</R>

    <R>$ 1,802</R>

    <R>$ 1,802</R>

    <R>2004</R>

    <R>$ 774,199</R>

    <R>$ 238,543</R>

    <R>$ 3,375</R>

    <R>$ 3,375</R>

    <R>Advisor Mid Cap - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,209,714</R>

    <R>$ 1,209,714</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,607,101</R>

    <R>$ 1,607,101</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,646,513</R>

    <R>$ 1,646,513</R>

    <R>Advisor Mid Cap - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 9,978</R>

    <R>$ 9,978</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 39,944</R>

    <R>$ 39,944</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 148,323</R>

    <R>$ 148,323</R>

    <R>Advisor Small Cap - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 661,001</R>

    <R>$ 329,777</R>

    <R>$ 38</R>

    <R>$ 38</R>

    <R>2005</R>

    <R>$ 657,345</R>

    <R>$ 345,350</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 629,415</R>

    <R>$ 315,474</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Small Cap - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 299,795</R>

    <R>$ 80,163</R>

    <R>$ 1,450</R>

    <R>$ 1,450</R>

    <R>2005</R>

    <R>$ 340,347</R>

    <R>$ 100,803</R>

    <R>$ 1,483</R>

    <R>$ 1,483</R>

    <R>2004</R>

    <R>$ 361,500</R>

    <R>$ 93,901</R>

    <R>$ 759</R>

    <R>$ 759</R>

    <R>Advisor Small Cap - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 333,702</R>

    <R>$ 333,702</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 532,759</R>

    <R>$ 532,759</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 611,969</R>

    <R>$ 611,969</R>

    <R>Advisor Small Cap - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 29,122</R>

    <R>$ 29,122</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 32,235</R>

    <R>$ 32,235</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 26,021</R>

    <R>$ 26,021</R>

    <R>Advisor Strategic Growth - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 15,941</R>

    <R>$ 4,656</R>

    <R>$ 15</R>

    <R>$ 15</R>

    <R>2005</R>

    <R>$ 14,020</R>

    <R>$ 4,164</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 20,051</R>

    <R>$ 4,499</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Strategic Growth - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 29,559</R>

    <R>$ 5,243</R>

    <R>$ 1</R>

    <R>$ 1</R>

    <R>2005</R>

    <R>$ 32,258</R>

    <R>$ 5,651</R>

    <R>$ 3</R>

    <R>$ 3</R>

    <R>2004</R>

    <R>$ 37,432</R>

    <R>$ 6,599</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Strategic Growth - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 8,036</R>

    <R>$ 8,036</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 11,105</R>

    <R>$ 11,105</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 13,079</R>

    <R>$ 13,079</R>

    <R>Advisor Strategic Growth - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 422</R>

    <R>$ 422</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 420</R>

    <R>$ 420</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 407</R>

    <R>$ 407</R>

    <R>Advisor Value Strategies - Class A</R>

    <R>November 30, 2006</R>

    <R>$ 274,010</R>

    <R>$ 78,968</R>

    <R>$ 19</R>

    <R>$ 19</R>

    <R>2005</R>

    <R>$ 407,605</R>

    <R>$ 142,894</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>2004</R>

    <R>$ 755,121</R>

    <R>$ 323,047</R>

    <R>$ 0</R>

    <R>$ 0</R>

    <R>Advisor Value Strategies - Class T</R>

    <R>November 30, 2006</R>

    <R>$ 159,410</R>

    <R>$ 34,781</R>

    <R>$ 506</R>

    <R>$ 506</R>

    <R>2005</R>

    <R>$ 228,937</R>

    <R>$ 53,629</R>

    <R>$ 1,185</R>

    <R>$ 1,185</R>

    <R>2004</R>

    <R>$ 405,958</R>

    <R>$ 109,675</R>

    <R>$ 1,091</R>

    <R>$ 1,091</R>

    <R>Advisor Value Strategies - Class B</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 388,831</R>

    <R>$ 388,831</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 619,103</R>

    <R>$ 619,103</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 581,092</R>

    <R>$ 581,092</R>

    <R>Advisor Value Strategies - Class C</R>

    <R>November 30, 2006</R>

    <R>--</R>

    <R>--</R>

    <R>$ 68,735</R>

    <R>$ 68,735</R>

    <R>2005</R>

    <R>--</R>

    <R>--</R>

    <R>$ 19,627</R>

    <R>$ 19,627</R>

    <R>2004</R>

    <R>--</R>

    <R>--</R>

    <R>$ 30,102</R>

    <R>$ 30,102</R>

    <R>The Trustees have approved Distribution and Service Plans on behalf of Class A, Class T, Class B, Class C, and Institutional Class of each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plans, as approved by the Trustees, allow Class A, Class T, Class B, Class C, and Institutional Class and FMR to incur certain expenses that might be considered to constitute direct or indirect payment by the funds of distribution expenses.</R>

    <R>The Rule 12b-1 Plan adopted for Class A, Class T, Class B, and Class C of each fund is described in the prospectus for that class.</R>

    <R>CLASS A DISTRIBUTION AND SERVICE FEES</R>

    <R>The table below shows the distribution and service fees paid for Class A shares of each fund for the fiscal year ended November 30, 2006.</R>

    <R>Fund</R>

    <R>Distribution
    Fees
    Paid to
    FDC</R>

    <R>Distribution
    Fees Paid by
    FDC to
    Intermediaries
    </R>

    <R>Distribution
    Fees
    Retained by
    FDC
    *</R>

    <R>Service
    Fees
    Paid to
    FDC</R>

    <R>Service Fees
    Paid by
    FDC to
    Intermediaries</R>

    <R>Service Fees
    Retained
    by
    FDC*</R>

    <R>Advisor Aggressive Growth</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 21,041</R>

    <R>$ 20,658</R>

    <R>$ 383</R>

    <R>Advisor Dividend Growth</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,233,742</R>

    <R>$ 1,201,619</R>

    <R>$ 32,123</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 216,345</R>

    <R>$ 200,442</R>

    <R>$ 15,903</R>

    <R>Advisor Equity Growth</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,448,872</R>

    <R>$ 3,354,170</R>

    <R>$ 94,702</R>

    <R>Advisor Equity Income</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 3,315,241</R>

    <R>$ 3,205,431</R>

    <R>$ 109,810</R>

    <R>Advisor Equity Value</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 61,271</R>

    <R>$ 60,604</R>

    <R>$ 667</R>

    <R>Advisor Fifty</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 75,912</R>

    <R>$ 69,075</R>

    <R>$ 6,837</R>

    <R>Advisor Growth & Income</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 541,727</R>

    <R>$ 527,123</R>

    <R>$ 14,604</R>

    <R>Advisor Growth Opportunities</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 944,181</R>

    <R>$ 929,693</R>

    <R>$ 14,488</R>

    <R>Advisor Large Cap</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 239,072</R>

    <R>$ 234,204</R>

    <R>$ 4,868</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,241,413</R>

    <R>$ 1,190,415</R>

    <R>$ 50,998</R>

    <R>Advisor Mid Cap</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 4,048,816</R>

    <R>$ 3,958,087</R>

    <R>$ 90,729</R>

    <R>Advisor Small Cap</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 1,801,228</R>

    <R>$ 1,691,834</R>

    <R>$ 109,394</R>

    <R>Advisor Strategic Growth</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 13,635</R>

    <R>$ 13,470</R>

    <R>$ 165</R>

    <R>Advisor Value Strategies</R>

    <R>--</R>

    <R>--</R>

    <R>--</R>

    <R>$ 786,807</R>

    <R>$ 773,149</R>

    <R>$ 13,658</R>

    <R>* Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use in its capacity as distributor.</R>

    <R>CLASS T DISTRIBUTION AND SERVICE FEES</R>

    <R>The table below shows the distribution and service fees paid for Class T shares of each fund for the fiscal year ended November 30, 2006.</R>

    <R>Fund</R>

    <R>Distribution Fees
    Paid to
    FDC</R>

    <R>Distribution
    Fees Paid by
    FDC to
    Intermediaries
    </R>

    <R>Distribution
    Fees
    Retained
    by FDC
    *</R>

    <R>Service
    Fees
    Paid to
    FDC</R>

    <R>Service Fees
    Paid by
    FDC to
    Intermediaries</R>

    <R>Service
    Fees
    Retained by
    FDC
    *</R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 40,409</R>

    <R>$ 40,349</R>

    <R>$ 60</R>

    <R>$ 40,409</R>

    <R>$ 40,349</R>

    <R>$ 60</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 3,307,101</R>

    <R>$ 3,262,938</R>

    <R>$ 44,163</R>

    <R>$ 3,307,101</R>

    <R>$ 3,262,938</R>

    <R>$ 44,163</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 412,835</R>

    <R>$ 385,340</R>

    <R>$ 27,495</R>

    <R>$ 412,835</R>

    <R>$ 385,341</R>

    <R>$ 27,494</R>

    <R>Advisor Equity Growth</R>

    <R>$ 8,352,103</R>

    <R>$ 8,291,232</R>

    <R>$ 60,871</R>

    <R>$ 8,352,103</R>

    <R>$ 8,291,232</R>

    <R>$ 60,871</R>

    <R>Advisor Equity Income</R>

    <R>$ 7,367,302</R>

    <R>$ 7,316,048</R>

    <R>$ 51,254</R>

    <R>$ 7,367,302</R>

    <R>$ 7,316,048</R>

    <R>$ 51,254</R>

    <R>Advisor Equity Value</R>

    <R>$ 127,530</R>

    <R>$ 127,054</R>

    <R>$ 476</R>

    <R>$ 127,530</R>

    <R>$ 127,055</R>

    <R>$ 475</R>

    <R>Advisor Fifty</R>

    <R>$ 72,368</R>

    <R>$ 72,178</R>

    <R>$ 190</R>

    <R>$ 72,368</R>

    <R>$ 72,178</R>

    <R>$ 190</R>

    <R>Advisor Growth & Income</R>

    <R>$ 1,340,354</R>

    <R>$ 1,325,325</R>

    <R>$ 15,029</R>

    <R>$ 1,340,354</R>

    <R>$ 1,325,324</R>

    <R>$ 15,030</R>

    <R>Advisor Growth Opportunities</R>

    <R>$ 6,170,668</R>

    <R>$ 6,076,513</R>

    <R>$ 94,155</R>

    <R>$ 6,170,668</R>

    <R>$ 6,076,513</R>

    <R>$ 94,155</R>

    <R>Advisor Large Cap</R>

    <R>$ 497,713</R>

    <R>$ 489,435</R>

    <R>$ 8,278</R>

    <R>$ 497,713</R>

    <R>$ 489,436</R>

    <R>$ 8,277</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 822,875</R>

    <R>$ 744,875</R>

    <R>$ 78,000</R>

    <R>$ 822,875</R>

    <R>$ 744,876</R>

    <R>$ 77,999</R>

    <R>Advisor Mid Cap</R>

    <R>$ 10,243,863</R>

    <R>$ 10,112,323</R>

    <R>$ 131,540</R>

    <R>$ 10,243,863</R>

    <R>$ 10,112,323</R>

    <R>$ 131,540</R>

    <R>Advisor Small Cap</R>

    <R>$ 3,839,094</R>

    <R>$ 3,770,924</R>

    <R>$ 68,170</R>

    <R>$ 3,839,094</R>

    <R>$ 3,770,923</R>

    <R>$ 68,171</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 22,995</R>

    <R>$ 22,949</R>

    <R>$ 46</R>

    <R>$ 22,995</R>

    <R>$ 22,949</R>

    <R>$ 46</R>

    <R>Advisor Value Strategies</R>

    <R>$ 2,149,663</R>

    <R>$ 2,123,729</R>

    <R>$ 25,934</R>

    <R>$ 2,149,663</R>

    <R>$ 2,123,729</R>

    <R>$ 25,934</R>

    <R>* Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use in its capacity as distributor.</R>

    <R>CLASS B DISTRIBUTION AND SERVICE FEES</R>

    <R>The table below shows the distribution and service fees paid for Class B shares of each fund for the fiscal year ended November 30, 2006.</R>

    <R>Fund</R>

    <R>Distribution
    Fees
    Paid to
    FDC
    </R>

    <R>Distribution
    Fees Paid by
    FDC to
    Intermediaries
    </R>

    <R>Distribution
    Fees
    Retained
    by FDC
    **</R>

    <R>Service
    Fees
    Paid to
    FDC</R>

    <R>Service Fees
    Paid by
    FDC to
    Intermediaries</R>

    <R>Service
    Fees
    Retained by
    FDC
    *</R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 66,241</R>

    <R>--</R>

    <R>$ 66,241</R>

    <R>$ 22,080</R>

    <R>$ 22,046</R>

    <R>$ 34</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 2,732,066</R>

    <R>--</R>

    <R>$ 2,732,066</R>

    <R>$ 910,689</R>

    <R>$ 908,898</R>

    <R>$ 1,791</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 454,521</R>

    <R>--</R>

    <R>$ 454,521</R>

    <R>$ 151,505</R>

    <R>$ 151,493</R>

    <R>$ 12</R>

    <R>Advisor Equity Growth</R>

    <R>$ 4,494,168</R>

    <R>--</R>

    <R>$ 4,494,168</R>

    <R>$ 1,498,056</R>

    <R>$ 1,494,710</R>

    <R>$ 3,346</R>

    <R>Advisor Equity Income</R>

    <R>$ 3,359,974</R>

    <R>--</R>

    <R>$ 3,359,974</R>

    <R>$ 1,119,992</R>

    <R>$ 1,118,415</R>

    <R>$ 1,577</R>

    <R>Advisor Equity Value</R>

    <R>$ 156,756</R>

    <R>--</R>

    <R>$ 156,756</R>

    <R>$ 52,254</R>

    <R>$ 52,254</R>

    <R>$ 0</R>

    <R>Advisor Fifty</R>

    <R>$ 145,286</R>

    <R>--</R>

    <R>$ 145,286</R>

    <R>$ 48,430</R>

    <R>$ 48,405</R>

    <R>$ 25</R>

    <R>Advisor Growth & Income</R>

    <R>$ 1,356,596</R>

    <R>--</R>

    <R>$ 1,356,596</R>

    <R>$ 452,199</R>

    <R>$ 451,046</R>

    <R>$ 1,153</R>

    <R>Advisor Growth Opportunities</R>

    <R>$ 1,358,449</R>

    <R>--</R>

    <R>$ 1,358,449</R>

    <R>$ 452,816</R>

    <R>$ 451,353</R>

    <R>$ 1,463</R>

    <R>Advisor Large Cap</R>

    <R>$ 539,041</R>

    <R>--</R>

    <R>$ 539,041</R>

    <R>$ 179,682</R>

    <R>$ 179,533</R>

    <R>$ 149</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 902,327</R>

    <R>--</R>

    <R>$ 902,327</R>

    <R>$ 300,776</R>

    <R>$ 300,776</R>

    <R>$ 0</R>

    <R>Advisor Mid Cap</R>

    <R>$ 6,082,483</R>

    <R>--</R>

    <R>$ 6,082,483</R>

    <R>$ 2,027,494</R>

    <R>$ 2,025,275</R>

    <R>$ 2,219</R>

    <R>Advisor Small Cap</R>

    <R>$ 2,006,337</R>

    <R>--</R>

    <R>$ 2,006,337</R>

    <R>$ 668,778</R>

    <R>$ 667,758</R>

    <R>$ 1,020</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 34,667</R>

    <R>--</R>

    <R>$ 34,667</R>

    <R>$ 11,556</R>

    <R>$ 11,532</R>

    <R>$ 24</R>

    <R>Advisor Value Strategies</R>

    <R>$ 1,661,257</R>

    <R>--</R>

    <R>$ 1,661,257</R>

    <R>$ 553,753</R>

    <R>$ 552,889</R>

    <R>$ 864</R>

    <R>* Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use in its capacity as distributor.</R>

    <R>** These amounts are retained by FDC for use in its capacity as distributor.</R>

    <R>CLASS C DISTRIBUTION AND SERVICE FEES</R>

    <R>The table below shows the distribution and service fees paid for Class C shares of each fund for the fiscal year ended November 30, 2006.</R>

    <R>Fund</R>

    <R>Distribution
    Fees
    Paid to
    FDC
    </R>

    <R>Distribution
    Fees Paid by
    FDC to
    Intermediaries
    </R>

    <R>Distribution
    Fees
    Retained by
    FDC
    *</R>

    <R>Service
    Fees
    Paid to
    FDC</R>

    <R>Service Fees
    Paid by
    FDC to
    Intermediaries</R>

    <R>Service
    Fees
    Retained by
    FDC
    *</R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 53,573</R>

    <R>$ 48,395</R>

    <R>$ 5,178</R>

    <R>$ 17,858</R>

    <R>$ 16,132</R>

    <R>$ 1,726</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 2,492,934</R>

    <R>$ 2,365,123</R>

    <R>$ 127,811</R>

    <R>$ 830,979</R>

    <R>$ 788,376</R>

    <R>$ 42,603</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 407,394</R>

    <R>$ 301,112</R>

    <R>$ 106,282</R>

    <R>$ 135,798</R>

    <R>$ 100,371</R>

    <R>$ 35,427</R>

    <R>Advisor Equity Growth</R>

    <R>$ 2,416,970</R>

    <R>$ 2,304,864</R>

    <R>$ 112,106</R>

    <R>$ 805,656</R>

    <R>$ 768,288</R>

    <R>$ 37,368</R>

    <R>Advisor Equity Income</R>

    <R>$ 2,745,037</R>

    <R>$ 2,441,315</R>

    <R>$ 303,722</R>

    <R>$ 915,013</R>

    <R>$ 813,772</R>

    <R>$ 101,241</R>

    <R>Advisor Equity Value</R>

    <R>$ 125,244</R>

    <R>$ 114,518</R>

    <R>$ 10,726</R>

    <R>$ 41,749</R>

    <R>$ 38,174</R>

    <R>$ 3,575</R>

    <R>Advisor Fifty</R>

    <R>$ 105,954</R>

    <R>$ 81,445</R>

    <R>$ 24,509</R>

    <R>$ 35,318</R>

    <R>$ 27,148</R>

    <R>$ 8,170</R>

    <R>Advisor Growth & Income</R>

    <R>$ 945,532</R>

    <R>$ 915,797</R>

    <R>$ 29,735</R>

    <R>$ 315,176</R>

    <R>$ 305,265</R>

    <R>$ 9,911</R>

    <R>Advisor Growth Opportunities</R>

    <R>$ 615,620</R>

    <R>$ 596,372</R>

    <R>$ 19,248</R>

    <R>$ 205,206</R>

    <R>$ 198,791</R>

    <R>$ 6,415</R>

    <R>Advisor Large Cap</R>

    <R>$ 318,556</R>

    <R>$ 278,588</R>

    <R>$ 39,968</R>

    <R>$ 106,185</R>

    <R>$ 92,862</R>

    <R>$ 13,323</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 2,183,832</R>

    <R>$ 857,378</R>

    <R>$ 1,326,454</R>

    <R>$ 727,944</R>

    <R>$ 285,793</R>

    <R>$ 442,151</R>

    <R>Advisor Mid Cap</R>

    <R>$ 4,080,764</R>

    <R>$ 3,971,869</R>

    <R>$ 108,895</R>

    <R>$ 1,360,254</R>

    <R>$ 1,323,956</R>

    <R>$ 36,298</R>

    <R>Advisor Small Cap</R>

    <R>$ 2,377,031</R>

    <R>$ 2,056,982</R>

    <R>$ 320,049</R>

    <R>$ 792,343</R>

    <R>$ 685,660</R>

    <R>$ 106,683</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 19,594</R>

    <R>$ 17,508</R>

    <R>$ 2,086</R>

    <R>$ 6,531</R>

    <R>$ 5,836</R>

    <R>$ 695</R>

    <R>Advisor Value Strategies</R>

    <R>$ 759,334</R>

    <R>$ 705,150</R>

    <R>$ 54,184</R>

    <R>$ 253,109</R>

    <R>$ 235,047</R>

    <R>$ 18,062</R>

    <R>* Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use in its capacity as distributor.</R>

    Under each Institutional Class Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. Each Institutional Class Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Institutional Class shares and/or shareholder support services. In addition, each Institutional Class Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees has authorized such payments for Institutional Class shares.

    <R>Under each Class A, Class T, Class B, and Class C Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. Each Class A, Class T, Class B, and Class C Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class A, Class T, Class B, and Class C shares and/or shareholder support services, including payments of significant amounts made to intermediaries that provide those services. Currently, the Board of Trustees has authorized such payments for Class A, Class T, Class B, and Class C shares.</R>

    Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the applicable class and its shareholders. In particular, the Trustees noted that each Institutional Class Plan does not authorize payments by Institutional Class of the fund other than those made to FMR under its management contract with the fund. To the extent that each Plan gives FMR and FDC greater flexibility in connection with the distribution of class shares, additional sales of class shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plans by local entities with whom shareholders have other relationships.

    Each Class A, Class T, Class B, and Class C Plan does not provide for specific payments by the applicable class of any of the expenses of FDC, or obligate FDC or FMR to perform any specific type or level of distribution activities or incur any specific level of expense in connection with distribution activities.

    <R>In addition to the distribution fees paid by FDC to intermediaries shown in the table above, FDC or an affiliate may compensate intermediaries that distribute and/or service the Advisor funds and the Advisor classes of shares. A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, the placing of the funds on a preferred or recommended fund list, access to an intermediary's personnel, and other factors. The total amount paid to all intermediaries in the aggregate currently will not exceed 0.05% of the total assets of the Advisor Funds and the Advisor classes of shares on an annual basis. In addition to such payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediaries' personnel, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging, entertainment and meals. FDC anticipates that payments will be made to over a hundred intermediaries, including some of the largest broker-dealers and other financial firms, and certain of the payments described above may be significant to an intermediary. As permitted by SEC and the National Association of Securities Dealers rules and other applicable laws and regulations, FDC or an affiliate may pay or allow other incentives or payments to intermediaries.</R>

    <R>Each fund's transfer agent or an affiliate may also make payments and reimbursements from their own resources to certain intermediaries for performing recordkeeping and other services. Please see "Transfer and Service Agent Agreements" in this SAI for more information.</R>

    <R>If you have purchased shares of the fund through an investment professional, please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

    <R>Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund or a share class over others offered by competing fund families.</R>

    TRANSFER AND SERVICE AGENT AGREEMENTS

    <R>Each class of each fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, which is located at 82 Devonshire Street, Boston, Massachusetts 02109. Under the terms of the agreements, FIIOC (or an agent, including an affiliate) performs transfer agency, dividend disbursing, and shareholder services for each class of each fund.</R>

    For providing transfer agency services, FIIOC receives a position fee and an asset-based fee each paid monthly with respect to each position in a fund. For retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type. For institutional retirement accounts, these fees are based on account type and fund type. The position fees are subject to increase based on postage rate changes.

    The asset-based fees are subject to adjustment if the year-to-date total return of the S&P 500 exceeds a positive or negative 15%.

    In addition, FIIOC receives the pro rata portion of the transfer agency fees applicable to shareholder accounts in a qualified tuition program (QTP), as defined under the Small Business Job Protection Act of 1996, managed by FMR or an affiliate, and in each Advisor Freedom Fund, a fund of funds managed by an FMR affiliate, according to the percentage of the QTP's or Advisor Freedom Fund's assets that is invested in a fund.

    <R>FIIOC pays out-of-pocket expenses associated with providing transfer agent services. In addition, FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports, notices, and statements to existing shareholders, with the exception of proxy statements.</R>

    <R>Many fund shares are held in the names of intermediaries for the benefit of their customers. Since the funds often do not maintain an account for shareholders in those instances, some or all of the recordkeeping and/or administrative services for these accounts may be performed by intermediaries.</R>

    FIIOC or an affiliate may make payments out of its own resources to intermediaries, including those that sell shares of the funds, for recordkeeping services.

    <R>Retirement plans may also hold fund shares in the name of the plan or its trustee, rather than the plan participant. In situations where FIIOC or an affiliate does not provide recordkeeping services, plan recordkeepers, who may have affiliated financial intermediaries who sell shares of the funds, may, upon direction, be paid for providing recordkeeping services to plan participants. Payments may also be made, upon direction, for other plan expenses.</R>

    FIIOC or an affiliate may make networking payments out of its own resources to intermediaries who perform transactions for the funds through the National Securities Clearing Corporation (NSCC). NSCC, a wholly owned subsidiary of The Depository Trust & Clearing Corporation, provides centralized clearance, settlement and information services for mutual funds and other financial services companies.

    <R></R>

    <R></R>

    Each fund has also entered into a service agent agreement with FSC (or an agent, including an affiliate). Each fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for each class of each fund, maintains each fund's portfolio and general accounting records, and administers each fund's securities lending program.

    For providing pricing and bookkeeping services, FSC receives a monthly fee based on each fund's average daily net assets throughout the month.

    <R>The annual rates for pricing and bookkeeping services for the funds are 0.0389% of the first $500 million of average net assets, 0.0275% of average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of average net assets in excess of $25 billion.</R>

    Pricing and bookkeeping fees, including reimbursement for out-of-pocket expenses, paid by the funds to FSC for the past three fiscal years are shown in the following table.

    <R>Fund</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 17,185</R>

    <R>$ 17,920</R>

    <R>$ 35,261</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 1,068,835</R>

    <R>$ 1,140,930</R>

    <R>$ 1,096,334</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 160,406</R>

    <R>$ 108,809</R>

    <R>$ 136,514</R>

    <R>Advisor Equity Growth</R>

    <R>$ 1,232,127</R>

    <R>$ 1,306,254</R>

    <R>$ 1,354,659</R>

    <R>Advisor Equity Income</R>

    <R>$ 1,229,230</R>

    <R>$ 1,223,980</R>

    <R>$ 1,139,676</R>

    <R>Advisor Equity Value</R>

    <R>$ 48,754</R>

    <R>$ 45,284</R>

    <R>$ 36,251</R>

    <R>Advisor Fifty</R>

    <R>$ 39,173</R>

    <R>$ 30,923</R>

    <R>$ 35,309</R>

    <R>Advisor Growth & Income</R>

    <R>$ 509,721</R>

    <R>$ 558,858</R>

    <R>$ 575,426</R>

    <R>Advisor Growth Opportunities</R>

    <R>$ 980,280</R>

    <R>$ 1,116,722</R>

    <R>$ 1,126,929</R>

    <R>Advisor Large Cap</R>

    <R>$ 303,502</R>

    <R>$ 292,844</R>

    <R>$ 260,331</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 455,456</R>

    <R>$ 191,507</R>

    <R>$ 58,796</R>

    <R>Advisor Mid Cap</R>

    <R>$ 1,273,333</R>

    <R>$ 1,279,423</R>

    <R>$ 1,209,676</R>

    <R>Advisor Small Cap</R>

    <R>$ 1,028,915</R>

    <R>$ 890,602</R>

    <R>$ 633,730</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 9,107</R>

    <R>$ 11,261</R>

    <R>$ 35,260</R>

    <R>Advisor Value Strategies</R>

    <R>$ 572,415</R>

    <R>$ 654,396</R>

    <R>$ 649,856</R>

    For administering each fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.

    Payments made by the funds to FSC for securities lending for the past three fiscal years are shown in the following table.

    <R>Fund</R>

    <R>2006</R>

    <R>2005</R>

    <R>2004</R>

    <R>Advisor Aggressive Growth</R>

    <R>$ 600</R>

    <R>$ 1,575</R>

    <R>$ 155</R>

    <R>Advisor Dividend Growth</R>

    <R>$ 1,115</R>

    <R>$ 9,395</R>

    <R>$ 14,855</R>

    <R>Advisor Dynamic Capital Appreciation</R>

    <R>$ 12,915</R>

    <R>$ 13,415</R>

    <R>$ 18,505</R>

    <R>Advisor Equity Growth</R>

    <R>$ 17,154</R>

    <R>,$ 5,680</R>

    <R>$ 10,268</R>

    <R>Advisor Equity Income</R>

    <R>$ 5,470</R>

    <R>$ 5,698</R>

    <R>$ 5,585</R>

    <R>Advisor Equity Value</R>

    <R>$ 440</R>

    <R>$ 860</R>

    <R>$ 1,140</R>

    <R>Advisor Fifty</R>

    <R>$ 463</R>

    <R>$ 249</R>

    <R>$ 368</R>

    <R>Advisor Growth & Income</R>

    <R>$ 1,518</R>

    <R>$ 1,337</R>

    <R>$ 3,439</R>

    <R>Advisor Growth Opportunities</R>

    <R>$ 6,099</R>

    <R>$ 4,305</R>

    <R>$ 8,931</R>

    <R>Advisor Large Cap</R>

    <R>$ 1,839</R>

    <R>$ 291</R>

    <R>$ 514</R>

    <R>Advisor Leveraged Company Stock</R>

    <R>$ 8,847</R>

    <R>$ 2,438</R>

    <R>$ 1,061</R>

    <R>Advisor Mid Cap</R>

    <R>$ 52,844</R>

    <R>$ 19,131</R>

    <R>$ 24,514</R>

    <R>Advisor Small Cap</R>

    <R>$ 19,345</R>

    <R>$ 70,750</R>

    <R>$ 51,595</R>

    <R>Advisor Strategic Growth</R>

    <R>$ 107</R>

    <R>$ 58</R>

    <R>$ 27</R>

    <R>Advisor Value Strategies</R>

    <R>$ 3,428</R>

    <R>$ 25,347</R>

    <R>$ 19,966</R>

    DESCRIPTION OF THE TRUSTS

    <R>Trust Organization. Fidelity Advisor Dividend Growth Fund, Fidelity Advisor Dynamic Capital Appreciation Fund, Fidelity Advisor Equity Growth Fund, Fidelity Advisor Equity Income Fund, Fidelity Advisor Equity Value Fund, Fidelity Advisor Fifty Fund, Fidelity Advisor Growth & Income Fund, Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor Large Cap Fund, Fidelity Advisor Leveraged Company Stock Fund, Fidelity Advisor Mid Cap Fund, Fidelity Advisor Small Cap Fund, Fidelity Advisor Strategic Growth Fund, and Fidelity Advisor Value Strategies Fund are funds of Fidelity Advisor Series I, an open-end management investment company created under an initial declaration of trust dated June 24, 1983. Fidelity Advisor Aggressive Growth Fund is a fund of Fidelity Securities Fund, an open-end management investment company created under an initial declaration of trust dated October 1, 1984. On January 29, 2002, Fidelity Advisor Strategic Growth Fund changed its name from Fidelity Advisor TechnoQuant® Growth Fund to Fidelity Advisor Strategic Growth Fund. Currently, there are sixteen funds in Fidelity Advisor Series I: Fidelity Advisor Asset Manager 70% Fund, Fidelity Advisor Balanced Fund, Fidelity Advisor Dividend Growth Fund, Fidelity Advisor Dynamic Capital Appreciation Fund, Fidelity Advisor Equity Growth Fund, Fidelity Advisor Equity Income Fund, Fidelity Advisor Equity Value Fund, Fidelity Advisor Fifty Fund, Fidelity Advisor Growth & Income Fund, Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor Large Cap Fund, Fidelity Advisor Leveraged Company Stock Fund, Fidelity Advisor Mid Cap Fund, Fidelity Advisor Small Cap Fund, Fidelity Advisor Strategic Growth Fund, and Fidelity Advisor Value Strategies Fund. Currently, there are twelve funds in Fidelity Securities Fund: Fidelity Advisor Aggressive Growth Fund, Fidelity Blue Chip Growth Fund, Fidelity Blue Chip Value Fund, Fidelity Dividend Growth Fund, Fidelity Growth & Income Portfolio, Fidelity International Real Estate Fund, Fidelity Leveraged Company Stock Fund, Fidelity OTC Portfolio, Fidelity Real Estate Income Fund, Fidelity Small Cap Growth Fund, Fidelity Small Cap Opportunities Fund, and Fidelity Small Cap Value Fund. The Trustees are permitted to create additional funds in the trusts and to create additional classes of the funds.</R>

    The assets of each trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof, subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each fund in a trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated to a particular class. Any general expenses of the respective trusts shall be allocated between or among any one or more of its funds or classes.

    Shareholder Liability. Each trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

    Each Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the trust or fund. Each Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets. Each Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

    Each Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason. Each Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may subject holders of another class of shares to certain liabilities.

    Voting Rights. Each fund's capital consists of shares of beneficial interest. As a shareholder, you are entitled to one vote for each dollar of net asset value you own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by fund, and by class.

    The shares have no preemptive or, for Class A, Class T, Class C, and Institutional Class shares, conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

    Each trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or a portion of the assets of each trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of a trust, shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class available for distribution.

    <R>Custodians. Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts, is custodian of the assets of Advisor Fifty, Advisor Large Cap, Advisor Mid Cap, and Advisor Value Strategies. State Street Bank and Trust Company, 1776 Heritage Drive, Quincy, Massachusetts, is custodian of the assets of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Value, and Advisor Small Cap. JPMorgan Chase Bank, 270 Park Avenue, New York, New York, is custodian of the assets of Advisor Equity Growth, Advisor Equity Income, Advisor Growth & Income, Advisor Leveraged Company Stock, and Advisor Strategic Growth. Mellon Bank, N.A., One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania, is custodian of the assets of Advisor Growth Opportunities. Each custodian is responsible for the safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets of Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Equity Value, Advisor Fifty, Advisor Growth Opportunities, Advisor Large Cap, Advisor Mid Cap, Advisor Small Cap, and Advisor Value Strategies in connection with repurchase agreement transactions. The Bank of New York, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions.</R>

    FMR, its officers and directors, its affiliated companies, Members of the Advisory Board, and Members of the Board of Trustees may, from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. The Boston branch of Advisor Fifty, Advisor Large Cap, Advisor Mid Cap, and Advisor Value Strategy's custodian leases its office space from an affiliate of FMR at a lease payment which, when entered into, was consistent with prevailing market rates. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of FMR, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.

    <R>Independent Registered Public Accounting Firms. PricewaterhouseCoopers LLP, independent registered public accounting firm, examines financial statements for Advisor Aggressive Growth, Advisor Dividend Growth, Advisor Dynamic Capital Appreciation, Advisor Fifty, Advisor Leveraged Company Stock, and Advisor Small Cap and provides other audit, tax, and related services.</R>

    <R>Deloitte & Touche LLP, independent registered public accounting firm, examines financial statements for Advisor Equity Growth, Advisor Equity Income, Advisor Equity Value, Advisor Growth & Income, Advisor Growth Opportunities, Advisor Large Cap, Advisor Mid Cap, Advisor Strategic Growth, and Advisor Value Strategies and provides other audit, tax, and related services.</R>

    FINANCIAL STATEMENTS

    <R>Each fund's financial statements and financial highlights for the fiscal year ended November 30, 2006, and report of the independent registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the financial highlights do not. Acquired funds include other investment companies (such as central funds or other underlying funds) in which a fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the prospectus fee table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic products that may rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3 (c)(7) of the 1940 Act.</R>

    FUND HOLDINGS INFORMATION

    <R>Each fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving a fund's best interests by striking an appropriate balance between providing information about a fund's portfolio and protecting a fund from potentially harmful disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the funds' chief compliance officer periodically.</R>

    <R>1. Each fund will provide a full list of holdings as of the end of the fund's fiscal quarter on www.advisor.fidelity.com 60 days after its fiscal quarter-end.</R>

    2. Each fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or more days after the calendar quarter-end.

    This information will be available on the web site until updated for the next applicable period.

    <R>Each fund may also from time to time provide specific fund level performance attribution information and statistics to the Board or third parties, such as fund shareholders or prospective fund shareholders, members of the press, consultants, and ratings and ranking organizations.</R>

    <R>The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the investment activities of each fund to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse the disclosed information. These entities, parties, and persons include: a fund's trustees; a fund's manager, its sub-advisers and their affiliates whose access persons are subject to a code of ethics; contractors who are subject to a confidentiality agreement; a fund's auditors; a fund's custodians; proxy voting service providers; financial printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities; securities lending agents; counsel to a fund or their Independent Trustees; regulatory authorities; stock exchanges and other listing organizations; parties to litigation; an issuer, regarding the number of shares of the issuer (or percentage of outstanding shares) held by a fund; and third-parties in connection with a bankruptcy proceeding relating to a fund holding. Non-public holdings information may also be provided to issuers regarding the number or percentage of its shares that are owned by a fund and in connection with redemptions in kind.</R>

    Other Uses Of Holdings Information. In addition, each fund may provide material non-public holdings information to (i) third-parties that calculate information derived from holdings for use by FMR or its affiliates, (ii) third parties that supply their analyses of holdings (but not the holdings themselves) to their clients (including sponsors of retirement plans or their consultants), (iii) ratings and rankings organizations, and (iv) an investment adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving a fund. Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts and circumstances, the disclosure appears unlikely to be harmful to a fund. Entities receiving this information must have in place control mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third-parties is limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to a fund.

    <R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full holdings daily, on the next business day); Kynex Inc. (full holdings weekly, one business day after the end of the week); Thomson Vestek (full holdings, as of the end of the calendar quarter, 15 calendar days after the calendar quarter-end); Standard & Poor's Rating Services (full holdings weekly, four or more calendar days after the end of the week); Moody's Investors Service (full holdings weekly, four or more calendar days after the end of the week); and Anacomp Inc. (full or partial holdings daily, on the next business day).</R>

    FMR, its affiliates, or the funds will not enter into any arrangements with third-parties from which they derive consideration for the disclosure of material non-public holdings information. If, in the future, FMR desired to make such an arrangement, it would seek prior Board approval and any such arrangements would be disclosed in the funds' SAI.

    There can be no assurance that the funds' policies and procedures with respect to disclosure of fund portfolio holdings will prevent the misuse of such information by individuals and firms that receive such information.

    APPENDIX

    <R></R>

    Fidelity, Fidelity Investments & (Pyramid) Design, and TechnoQuant are registered trademarks of FMR Corp.

    The third party marks appearing above are the marks of their respective owners.

    Fidelity Securities Fund

    Post-Effective Amendment No. 73

    PART C. OTHER INFORMATION

    Item 23. Exhibits

    (a) (1) Amended and Restated Declaration of Trust, dated August 15, 2002, is incorporated herein by reference to Exhibit a(1) of Post-Effective Amendment No. 51.

    (2) Certificate of Amendment to the Declaration of Trust, dated June 16, 2004, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 60.

    (b) Bylaws of the Trust, as amended and dated June 17, 2004, are incorporated herein by reference to Exhibit (b) of Fidelity Summer Street Trust's (File No. 002-58542) Post-Effective Amendment No. 63.

    (c) Not applicable.

    (d) (1) Management Contract, dated October 19, 2000, between Fidelity Advisor Aggressive Growth Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(6) of Post-Effective Amendment 49.

    (2) Management Contract, dated June 1, 2006, between Fidelity Blue Chip Growth Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 68.

    (3) Management Contract, dated April 17, 2003, between Fidelity Blue Chip Value Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(3) of Post-Effective Amendment No. 56.

    (4) Management Contract, dated July 1, 2000, between Fidelity Dividend Growth Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(2) of Post-Effective Amendment No. 41.

    (5) Management Contract, dated July 1, 2000, between Fidelity Growth & Income Portfolio and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(3) of Post-Effective Amendment No. 51.

    (6) Management Contract, dated July 15, 2004, between Fidelity International Real Estate Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 66.

    (7) Management Contract, dated November 16, 2000, between Fidelity Leveraged Company Stock Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(5) of Post-Effective Amendment No. 48.

    (8) Management Contract, dated July 1, 2000, between Fidelity OTC Portfolio and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(4) of Post-Effective Amendment No. 41.

    (9) Management Contract, dated January 16, 2003, between Fidelity Real Estate Income Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(8) of Post-Effective Amendment No. 54.

    (10) Management Contract, dated September 16, 2004, between Fidelity Small Cap Growth Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(10) of Post-Effective Amendment No. 65.

    (11) Management Contract, dated September 16, 2004, between Fidelity Small Cap Value Fund and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(11) of Post-Effective Amendment No. 65.

    (12) Form of Management Contract, between Fidelity Small Cap Opportunities Fund and Fidelity Management & Research Company, is incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment No 71.

    (13) Sub-Advisory Agreement, dated October 19, 2000, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Advisor Aggressive Growth Fund is incorporated herein by reference to Exhibit d(18) of Post-Effective Amendment No. 49.

    (14) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Blue Chip Growth Fund is incorporated herein by reference to Exhibit d(6) of Post-Effective Amendment No. 41.

    (15) Sub-Advisory Agreement, dated April 17, 2003, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Blue Chip Value Fund is incorporated herein by reference to Exhibit d(11) of Post-Effective Amendment No. 56.

    (16) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Dividend Growth Fund is incorporated herein by reference to Exhibit d(8) of Post-Effective Amendment No. 41.

    (17) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Growth & Income Portfolio is incorporated herein by reference to Exhibit d(10) of Post-Effective Amendment No. 51.

    (18) Sub-Advisory Agreement, dated July 15, 2004, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (d)(17) of Post-Effective Amendment No. 61.

    (19) Sub-Advisory Agreement, dated November 16, 2000, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit d(16) of Post-Effective Amendment No. 51.

    (20) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity OTC Portfolio is incorporated herein by reference to Exhibit d(12) of Post-Effective Amendment No. 41.

    (21) Sub-Advisory Agreement, dated January 16, 2003, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Real Estate Income Fund is incorporated herein by reference to Exhibit d(16) of Post-Effective Amendment No. 54.

    (22) Sub-Advisory Agreement, dated September 16, 2004, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Small Cap Growth Fund is incorporated herein by reference to Exhibit (d)(21) of Post-Effective Amendment No. 65.

    (23) Sub-Advisory Agreement, dated September 16, 2004, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Management & Research Company on behalf of Fidelity Small Cap Value Fund is incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment No. 65.

    (24) Sub-Advisory Agreement, dated October 19, 2000, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Advisor Aggressive Growth Fund is incorporated herein by reference to Exhibit d(19) of Post-Effective Amendment No. 49.

    (25) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Blue Chip Growth Fund is incorporated herein by reference to Exhibit d(7) of Post-Effective Amendment No. 41.

    (26) Sub-Advisory Agreement, dated April 17, 2003, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Blue Chip Value Fund is incorporated herein by reference to Exhibit d(19) of Post-Effective Amendment No. 56.

    (27) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Dividend Growth Fund is incorporated herein by reference to Exhibit d(9) of Post-Effective Amendment No. 41.

    (28) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Growth & Income Portfolio is incorporated herein by reference to Exhibit d(11) of Post-Effective Amendment No. 41.

    (29) Sub-Advisory Agreement, dated July 15, 2004, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (d)(28) of Post-Effective Amendment No. 61.

    (30) Sub-Advisory Agreement, dated November 16, 2000, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit d(17) of Post-Effective Amendment No. 51.

    (31) Sub-Advisory Agreement, dated July 1, 2000, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity OTC Portfolio is incorporated herein by reference to Exhibit d(13) of Post-Effective Amendment No. 41.

    (32) Sub-Advisory Agreement, dated January 16, 2003, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Real Estate Income Fund is incorporated herein by reference to Exhibit d(24) of Post-Effective Amendment No. 54.

    (33) Sub-Advisory Agreement, dated September 16, 2004, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Small Cap Growth Fund is incorporated herein by reference to Exhibit (d)(32) of Post-Effective Amendment No. 65.

    (34) Sub-Advisory Agreement, dated September 16, 2004, between Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research Company on behalf of Fidelity Small Cap Value Fund is incorporated herein by reference to Exhibit (d)(33) of Post-Effective Amendment No. 65.

    (35) Sub-Advisory Agreement, dated January 1, 2001, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Advisor Aggressive Growth Fund is incorporated herein by reference to Exhibit d(26) of Post-Effective Amendment No. 49.

    (36) Sub-Advisory Agreement, dated January 1, 2001, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Blue Chip Growth Fund is incorporated herein by reference to Exhibit d(22) of Post-Effective Amendment No. 49.

    (37) Sub-Advisory Agreement, dated April 17, 2003, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Blue Chip Value Fund is incorporated herein by reference to Exhibit d(27) of Post-Effective Amendment No. 56.

    (38) Sub-Advisory Agreement, dated January 1, 2001, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Dividend Growth Fund is incorporated herein by reference to Exhibit d(23) of Post-Effective Amendment No. 49.

    (39) Sub-Advisory Agreement, dated January 1, 2001, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Growth & Income Portfolio is incorporated herein by reference to Exhibit d(24) of Post-Effective Amendment No. 49.

    (40) Sub-Advisory Agreement, dated July 15, 2004, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (d)(39) of Post-Effective Amendment No. 61.

    (41) Sub-Advisory Agreement, dated January 1, 2001, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit d(27) of Post-Effective Amendment No. 49.

    (42) Sub-Advisory Agreement, dated January 1, 2001, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity OTC Portfolio is incorporated herein by reference to Exhibit d(25) of Post-Effective Amendment No. 49.

    (43) Sub-Advisory Agreement, dated January 16, 2003, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Real Estate Income Fund is incorporated herein by reference to Exhibit d(32) of Post-Effective Amendment No. 54.

    (44) Sub-Advisory Agreement, dated September 16, 2004, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Small Cap Growth Fund is incorporated herein by reference to Exhibit (d)(43) of Post-Effective Amendment No. 63.

    (45) Sub-Advisory Agreement, dated September 16, 2004, between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Small Cap Value Fund is incorporated herein by reference to Exhibit (d)(44) of Post-Effective Amendment No. 63.

    (46) Sub-Advisory Agreement, dated July 15, 2004, between Fidelity International Investment Advisors and Fidelity Management & Research Company on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (d)(45) of Post-Effective Amendment No. 62.

    (47) Sub-Advisory Agreement, dated July 15, 2004, between Fidelity International Investment Advisors (U.K.) Limited and Fidelity International Investment Advisors on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (d)(46) of Post-Effective Amendment No. 62.

    (48) Sub-Advisory Agreement, dated July 15, 2004, between Fidelity Investments Japan Limited and Fidelity International Investment Advisors on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (d)(47) of Post-Effective Amendment No. 62.

    (49) Form of Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)) on behalf of Fidelity Small Cap Opportunities Fund, is incorporated herein by reference to Exhibit (d)(49) of Post-Effective Amendment No. 71.

    (50) Form of Sub-Advisory Agreement between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc. on behalf of Fidelity Small Cap Opportunities Fund, is incorporated herein by reference to Exhibit (d)(50) of Post-Effective Amendment No. 71.

    (51) Form of Sub-Advisory Agreement between FMR Co., Inc. and Fidelity Management & Research Company on behalf of Fidelity Small Cap Opportunities Fund, is incorporated herein by reference to Exhibit (d)(51) of Post-Effective Amendment No. 71.

    (52) Amended and Restated Sub-Advisory Agreement, dated August 1, 2001, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Investments Japan Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(17) of Fidelity Hastings Street Trust's (File No. 2-11517) Post-Effective Amendment No. 108.

    (53) Schedule A, dated July 21, 2005, to the Amended and Restated Sub-Advisory Agreement, dated August 1, 2001, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Investments Japan Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(10) of Fidelity Union Street Trust's (File No. 002-50318) Post-Effective Amendment No. 110.

    (54) Form of Schedule A, dated July 21, 2005, to the Amended and Restated Sub-Advisory Agreement, dated August 1, 2001, between Fidelity Management & Research (Far East) Inc. (currently known as Fidelity Research & Analysis Company (FRAC)), and Fidelity Investments Japan Limited, on behalf of Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (d)(54) of Post-Effective Amendment No. 72.

    (55) Master International Research Agreement, dated July 1, 2003, between Fidelity Management & Research Company and Fidelity International Investment Advisors, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(19) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 110.

    (56) Schedule A, dated September 1, 2006, to the Master International Research Agreement, dated July 1, 2003, between Fidelity Management & Research Company and Fidelity International Investment Advisors, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(12) of Fidelity Beacon Street Trust's (File No. 002-64791) Post-Effective Amendment No. 59.

    (57) Form of Schedule A to the Master International Research Agreement, between Fidelity Management & Research Company and Fidelity International Investment Advisors, on behalf of Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (d)(57) of Post-Effective Amendment No. 71.

    (58) Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(21) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 110.

    (59) Schedule A, dated September 1, 2006, to the Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(14) of Fidelity Beacon Street Trust's (File No. 002-64791) Post-Effective Amendment No. 59.

    (60) Form of Schedule A to the Sub-Research Agreement between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (d)(60) of Post-Effective Amendment No. 71.

    (61) Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity Investments Japan Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(23) of Fidelity Hastings Street Trust's (File No. 002-11517) Post-Effective Amendment No. 110.

    (62) Schedule A, dated July 21, 2005, to the Sub-Research Agreement, dated July 1, 2003, between Fidelity International Investment Advisors and Fidelity Investments Japan Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(56) of Post-Effective Amendment No. 66.

    (63) Form of Schedule A to the Sub-Research Agreement between Fidelity International Investment Advisors and Fidelity Investments Japan Limited, on behalf of Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (d)(63) of Post-Effective Amendment No. 71.

    (64 ) General Research Services Agreement and Schedule B, each dated January 20, 2006, among Fidelity Management & Research Company, FMR Co., Inc., Fidelity Investments Money Management Inc., and Fidelity Research & Analysis Company, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(38) of Variable Insurance Products Fund's (File No. 002-75010) Post-Effective Amendment No. 62.

    (65) Schedule A, dated January 20, 2006, to the General Research Services Agreement, dated January 20, 2006, among Fidelity Management & Research Company, FMR Co., Inc., Fidelity Investments Money Management Inc., and Fidelity Research & Analysis Company, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(39) of Variable Insurance Products Fund's (File No. 002-75010) Post-Effective Amendment No. 62.

    (66) Form of Schedule A to the General Research Services Agreement, among Fidelity Management & Research Company, FMR Co., Inc., Fidelity Investments Money Management Inc., and Fidelity Research & Analysis Company, on behalf of Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (d)(66) of Post-Effective Amendment No. 71.

    (e) (1) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 66.

    (2) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Blue Chip Growth Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment No. 66.

    (3) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Blue Chip Value Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment No. 66.

    (4) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Dividend Growth Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(4) of Post-Effective Amendment No. 66.

    (5) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Growth & Income Portfolio and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(5) of Post-Effective Amendment No. 66.

    (6) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity International Real Estate Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(6) of Post-Effective Amendment No. 66.

    (7) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Leveraged Company Stock Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(7) of Post-Effective Amendment No. 66.

    (8) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity OTC Portfolio and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(8) of Post-Effective Amendment No. 66.

    (9) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Real Estate Income Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(9) of Post-Effective Amendment No. 66.

    (10) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Small Cap Growth Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(10) of Post-Effective Amendment No. 66.

    (11) Amended and Restated General Distribution Agreement, dated May 19, 2005, between Fidelity Securities Fund on behalf of Fidelity Small Cap Value Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(11) of Post-Effective Amendment No. 66.

    (12) Form of General Distribution Agreement between Fidelity Small Cap Opportunities Fund and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(12) of Post-Effective Amendment No. 71.

    (13) Form of Selling Dealer Agreement (most recently revised April 2006) is incorporated herein by reference to Exhibit (e)(12) of Post-Effective Amendment No. 68.

    (14) Form of Bank Agency Agreement (most recently revised April 2006) is incorporated herein by reference to Exhibit (e)(13) of Post-Effective Amendment No. 68.

    (15) Form of Selling Dealer Agreement for Bank-Related Transactions (most recently revised April 2006) is incorporated herein by reference to Exhibit (e)(14) of Post-Effective Amendment No. 68.

    (f) The Fee Deferral Plan for Independent Trustees and Trustees of the Fidelity Funds, effective as of September 15, 1995 and amended through May 14, 2006, is incorporated herein by reference to Exhibit (f)(1) of Fidelity Central Investment Portfolios LLC's (File No. 811-21667) Amendment No. 6.

    (g) (1) Custodian Agreement and Appendix C, dated July 1, 2001, between Brown Brothers Harriman & Company and Fidelity Securities Fund on behalf of Fidelity Blue Chip Value Fund and Fidelity OTC Portfolio are incorporated herein by reference to Exhibit (g)(5) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 46.

    (2) Appendix A, dated December 21, 2004, to the Custodian Agreement, dated July 1, 2001, between Brown Brothers Harriman & Company and Fidelity Securities Fund on behalf of Fidelity Blue Chip Value Fund and Fidelity OTC Portfolio is incorporated herein by reference to Exhibit (g)(2) of Variable Insurance Products Fund IV's (File No. 002-84130) Post-Effective Amendment No. 72.

    (3) Appendix B, dated August 15, 2006 to the Custodian Agreement, dated July 1, 2001, between Brown Brothers Harriman & Company and Fidelity Securities Fund on behalf of Fidelity Blue Chip Value Fund and Fidelity OTC Portfolio is incorporated herein by reference to Exhibit (g)(3) of Fidelity Investment Trust's (File No. 002-90649) Post-Effective Amendment No. 96.

    (4) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between Brown Brothers Harriman & Company and Fidelity Securities Fund on behalf of Fidelity Blue Chip Value Fund and Fidelity OTC Portfolio is incorporated herein by reference to Exhibit (g)(4) of Post-Effective Amendment No. 60.

    (5) Custodian Agreement and Appendix A, B, C, D, and E, dated January 1, 2007, between Citibank, N.A. and Fidelity Securities Fund on behalf of Fidelity Blue Chip Growth Fund, Fidelity Dividend Growth Fund, Fidelity Real Estate Income Fund, Fidelity Small Cap Growth Fund, and Fidelity Small Cap Value Fund is filed herein as Exhibit (g)(5).

    (6) Form of Custodian Agreement, Appendix A, Appendix B, Appendix C, and Appendix D between Citibank, N.A. and Fidelity Securities Fund on behalf of Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (g)(9) of Post-Effective Amendment No. 72.

    (7) Custodian Agreement and Appendix C, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Fidelity Securities Fund on behalf of Fidelity Growth & Income Portfolio and Fidelity Leveraged Company Stock Fund are incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 46.

    (8) Appendix A, dated October 17, 2006, to the Custodian Agreement, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Fidelity Securities Fund on behalf of Fidelity Growth & Income Portfolio and Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit (g)(2) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 56.

    (9) Appendix B, dated August 15, 2006, to the Custodian Agreement, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Fidelity Securities Fund on behalf of Fidelity Growth & Income Portfolio and Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit (g)(3) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 56.

    (10) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between The Chase Manhattan Bank, N.A. (currently known as JPMorgan Chase Bank) and Fidelity Securities Fund on behalf of Fidelity Growth & Income Portfolio and Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit (g)(4) of Fidelity Revere Street Trust's (File No. 811-07807) Amendment No. 20.

    (11) Custodian Agreement and Appendix C, dated July 1, 2001, between State Street Bank and Trust Company and Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund are incorporated herein by reference to Exhibit (g)(9) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 46.

    (12) Appendix A, dated October 1, 2006, to the Custodian Agreement, dated July 1, 2001, between State Street Bank and Trust Company and Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund is incorporated herein by reference to Exhibit (g)(10) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 56.

    (13) Appendix B, dated August 14, 2006, to the Custodian Agreement, dated July 1, 2001, between State Street Bank and Trust Company and Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund is incorporated herein by reference to Exhibit (g)(11) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 56.

    (14) Appendix D, dated July 5, 2005, to the Custodian Agreement, dated July 1, 2001, between State Street Bank and Trust Company and Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund is incorporated herein by reference to Exhibit (g)(12) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 56.

    (15) Custodian Agreement and Appendix C, dated July 1, 2001, between Mellon Bank, N.A. and Fidelity Securities Fund on behalf of Fidelity International Real Estate Fund are incorporated herein by reference to Exhibit (g)(9) of Fidelity Capital Trust's (File No. 002-61760) Post-Effective Amendment No. 81.

    (16) Appendix A, dated May 24, 2006, to the Custodian Agreement, dated July 1, 2001, between Mellon Bank, N.A. and Fidelity Securities Fund on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (g)(18) of Fidelity Securities Fund (File No. 002-93601) Post-Effective Amendment No. 68.

    (17) Appendix B, dated August 18, 2006, to the Custodian Agreement, dated July 1, 2001, between Mellon Bank, N.A. and Fidelity Securities Fund on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (g)(15) of Fidelity Advisor Series VII's (File No. 002-67004) Post-Effective Amendment No. 56.

    (18) Appendix D, dated June 1, 2004, to the Custodian Agreement, dated July 1, 2001, between Mellon Bank, N.A. and Fidelity Securities Fund on behalf of Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (g)(11) of Fidelity Advisor Series II's (File No. 033-06516) Post-Effective Amendment No. 69.

    (19) Fidelity Group Repo Custodian Agreement among The Bank of New York, J. P. Morgan Securities, Inc., and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(d) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

    (20) Schedule 1 to the Fidelity Group Repo Custodian Agreement between The Bank of New York and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

    (21) Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich Capital Markets, Inc., and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

    (22) Schedule 1 to the Fidelity Group Repo Custodian Agreement between Chemical Bank and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

    (23) Joint Trading Account Custody Agreement between The Bank of New York and the Registrant, dated May 11, 1995, is incorporated herein by reference to Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

    (24) First Amendment to Joint Trading Account Custody Agreement between The Bank of New York and the Registrant, dated July 14, 1995, is incorporated herein by reference to Exhibit 8(i) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

    (25) Schedule A-1, dated December 28, 2006, to the Fidelity Group Repo Custodian Agreements, Schedule 1s to the Fidelity Group Repo Custodian Agreements, Joint Trading Account Custody Agreement, and First Amendment to the Joint Trading Account Custody Agreement, between the respective parties and the Registrant, is incorporated herein by reference to Exhibit (g)(20) of Fidelity Devonshire Trust's (File No. 002-24389) Post-Effective Amendment No. 115.

    (h) Not applicable.

    (i) (1) Legal Opinion of Dechert LLP for Fidelity Advisor Aggressive Growth Fund, dated, January 25, 2007, is filed herein as Exhibit (i)(1).

    (2) Legal Opinion of Dechert LLP for Fidelity Small Cap Opportunities Fund, dated January 24, 2007, is incorporated herein by reference to Exhibit (i)(1) of Post-Effective Amendment No. 72.

    (3) Legal Opinion of Dechert LLP for Fidelity Blue Chip Growth Fund, Fidelity Blue Chip Value Fund, Fidelity Dividend Growth Fund, Fidelity Growth & Income Portfolio, Fidelity International Real Estate, Fidelity Leveraged Company Stock Fund, Fidelity OTC Portfolio, and Fidelity Real Estate Income Fund, dated September 26, 2006, is incorporated herein by reference to Exhibit (i)(1) of Post-Effective Amendment No. 69.

    (4) Legal Opinion of Dechert LLP for Fidelity Small Cap Growth Fund and Fidelity Small Cap Value Fund, dated October 24, 2006, is incorporated herein by reference to Exhibit (i)(2) of Post-Effective Amendment No. 70.

    (j) Consent of PricewaterhouseCoopers LLP, dated January 25, 2007, is filed herein as Exhibit (j).

    (k) Not applicable.

    (l) Not applicable.

    (m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Aggressive Growth Fund: Institutional Class is incorporated herein by reference to Exhibit m(5) of Post-Effective Amendment No. 47.

    (2) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Aggressive Growth Fund: Class A is incorporated herein by reference to Exhibit (m)(2) of Post-Effective Amendment No. 59.

    (3) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Aggressive Growth Fund: Class T is incorporated herein by reference to Exhibit (m)(3) of Post-Effective Amendment No. 59

    (4) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Aggressive Growth Fund: Class B is incorporated herein by reference to Exhibit m(8) of Post-Effective Amendment No. 47.

    (5) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Aggressive Growth Fund: Class C is incorporated herein by reference to Exhibit m(9) of Post-Effective Amendment No. 47.

    (6) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Blue Chip Growth Fund is incorporated herein by reference to Exhibit m(1) of Post-Effective Amendment No. 41.

    (7) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Blue Chip Value Fund is incorporated herein by reference to Exhibit m(7) of Post-Effective Amendment No. 56.

    (8) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Dividend Growth Fund is incorporated herein by reference to Exhibit m(1) of Post-Effective Amendment No. 38.

    (9) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Growth & Income Portfolio is incorporated herein by reference to Exhibit m(3) of Post-Effective Amendment No. 41.

    (10) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Leveraged Company Stock Fund is incorporated herein by reference to Exhibit m(10) of Post-Effective Amendment No. 48.

    (11) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity OTC Portfolio is incorporated herein by reference to Exhibit m(4) of Post-Effective Amendment No. 41.

    (12) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Real Estate Income Fund is incorporated herein by reference to Exhibit m(12) of Post-Effective Amendment No. 54.

    (13) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity International Real Estate Fund is incorporated herein by reference to Exhibit (m)(13) of Post-Effective Amendment No. 61.

    (14) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Growth Fund is incorporated herein by reference to Exhibit (m)(14) of Post-Effective Amendment No. 63.

    (15) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Value Fund is incorporated herein by reference to Exhibit (m)(15) of Post-Effective Amendment No. 63.

    (16) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Growth Fund: Fidelity Advisor Small Cap Growth Fund: Class A is incorporated herein by reference to Exhibit (m)(16) of Post-Effective Amendment No. 63.

    (17) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Growth Fund: Fidelity Advisor Small Cap Growth Fund: Class T is incorporated herein by reference to Exhibit (m)(17) of Post-Effective Amendment No. 63.

    (18) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Growth Fund: Fidelity Advisor Small Cap Growth Fund: Class B is incorporated herein by reference to Exhibit (m)(18) of Post-Effective Amendment No. 63.

    (19) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Growth Fund: Fidelity Advisor Small Cap Growth Fund: Class C is incorporated herein by reference to Exhibit (m)(19) of Post-Effective Amendment No. 63.

    (20) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Growth Fund: Fidelity Advisor Small Cap Growth Fund: Institutional Class is incorporated herein by reference to Exhibit (m)(20) of Post-Effective Amendment No. 63.

    (21) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Value Fund: Fidelity Advisor Small Cap Value Fund: Class A is incorporated herein by reference to Exhibit (m)(21) of Post-Effective Amendment No. 63.

    (22) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Value Fund: Fidelity Advisor Small Cap Value Fund: Class T is incorporated herein by reference to Exhibit (m)(22) of Post-Effective Amendment No. 63.

    (23) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Value Fund: Fidelity Advisor Small Cap Value Fund: Class B is incorporated herein by reference to Exhibit (m)(23) of Post-Effective Amendment No. 63.

    (24) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Value Fund: Fidelity Advisor Small Cap Value Fund: Class C is incorporated herein by reference to Exhibit (m)(24) of Post-Effective Amendment No. 63.

    (25) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Value Fund: Fidelity Advisor Small Cap Value Fund: Institutional Class is incorporated herein by reference to Exhibit (m)(25) of Post-Effective Amendment No. 63.

    (26) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Opportunities Fund is incorporated herein by reference to Exhibit (m)(26) of Post-Effective Amendment No. 72.

    (27) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Opportunities Fund: Fidelity Advisor Small Cap Opportunities Fund Class A is incorporated herein by reference to Exhibit (m)(27) of Post-Effective Amendment No. 72.

    (28) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Opportunities Fund: Fidelity Advisor Small Cap Opportunities Fund Class T is incorporated herein by reference to Exhibit (m)(28) of Post-Effective Amendment No. 72.

    (29) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Opportunities Fund: Fidelity Advisor Small Cap Opportunities Fund Class B is incorporated herein by reference to Exhibit (m)(29) of Post-Effective Amendment No. 72.

    (30) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Opportunities Fund: Fidelity Advisor Small Cap Opportunities Fund Class C is incorporated herein by reference to Exhibit (m)(30) of Post-Effective Amendment No. 72.

    (31) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Small Cap Opportunities Fund: Fidelity Advisor Small Cap Opportunities Fund Institutional Class is incorporated herein by reference to Exhibit (m)(31) of Post-Effective Amendment No. 72.

    (n) (1) Multiple Class of Shares Plan pursuant to Rule 18f-3 for Fidelity Advisor Funds, dated April 20, 2006, on behalf of Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund, Fidelity Small Cap Growth Fund, Fidelity Small Cap Opportunities Fund, and Fidelity Small Cap Value Fund is incorporated herein by reference to Exhibit (n)(1) of Fidelity Investment Trust's (File No. 002-90649) Post-Effective Amendment No. 95.

    (2) Schedule 1, dated January 26, 2007, to the Multiple Class of Shares Plan pursuant to Rule 18f-3 for Fidelity Advisor Funds, dated April 20, 2006, on behalf of Fidelity Securities Fund on behalf of Fidelity Advisor Aggressive Growth Fund, Fidelity Small Cap Growth Fund, Fidelity Small Cap Opportunities Fund, and Fidelity Small Cap Value Fund is incorporated herein by reference to Exhibit (n)(2) of Post-Effective Amendment No. 72.

    (p) (1) Code of Ethics, dated March 2006, adopted by each fund and Fidelity Management & Research Company, Fidelity Investments Money Management, Inc., FMR Co., Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Research & Analysis Company, and Fidelity Distributors Corporation pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of Fidelity Massachusetts Municipal Trust's (File No. 811-03361) Post-Effective Amendment No. 46.

    (2) Code of Ethics, dated February 6, 2006, adopted by Fidelity International Limited (FIL), Fidelity Investments Japan Limited, Fidelity International Investment Advisors, and Fidelity International Investment Advisors (U.K.) Limited pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(2) of Fidelity Concord Street Trust's (File No. 811-05251) Post-Effective Amendment No. 48.

    Item 24. Trusts Controlled by or under Common Control with this Trust

    The Board of Trustees of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company, or an affiliate, as its investment adviser. In addition, the officers of the Trust are substantially identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.

    Item 25. Indemnification

    Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, "disabling conduct"), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.

    Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

    Pursuant to the agreement by which Fidelity Service Company, Inc. ("FSC") is appointed transfer agent, the Trust agrees to indemnify and hold FSC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:

    (1) any claim, demand, action or suit brought by any person other than the Trust, including by a shareholder, which names FSC and/or the Trust as a party and is not based on and does not result from FSC's willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FSC's performance under the Transfer Agency Agreement; or

    (2) any claim, demand, action or suit (except to the extent contributed to by FSC's willful misfeasance, bad faith or negligence or reckless disregard of its duties) which results from the negligence of the Trust, or from FSC's acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Trust, or as a result of FSC's acting in reliance upon advice reasonably believed by FSC to have been given by counsel for the Trust, or as a result of FSC's acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.

    Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, Inc. ("FIIOC") is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:

    (1) any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOC's willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOC's performance under the Transfer Agency Agreement; or

    (2) any claim, demand, action or suit (except to the extent contributed to by FIIOC's willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOC's acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOC's acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOC's acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.

    Item 26. Business and Other Connections of Investment Advisers

    (1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

    FMR serves as investment adviser to a number of other investment companies. The directors and officers of the Adviser have held, during the past two fiscal years, the following positions of a substantial nature.

    Edward C. Johnson 3d

    Chairman of the Board and Director of Fidelity Management & Research Company (FMR), FMR Co., Inc. (FMRC), Fidelity Research & Analysis Company (FRAC), and Fidelity Investments Money Management, Inc. (FIMM); Chief Executive Officer, Chairman of the Board, and Director of FMR Corp.; Trustee of funds advised by FMR.

    Abigail P. Johnson

    Previously served as President and Director of FMR, FMRC, and FIMM (2005), Senior Vice President of funds advised by FMR (2005), and Trustee of funds advised by FMR (2006). Currently a Director and Vice Chairman (2006) of FMR Corp., President of Fidelity Employer Service Co. (FESCO) (2005), and President and a Director of Fidelity Investments Institutional Operations Company, Inc. (FIIOC) (2005).

    Peter S. Lynch

    Vice Chairman and Director of FMR and FMRC and member of the Advisory Board of funds advised by FMR (2003). Previously served as Trustee of funds advised by FMR (2003).

    Robert L. Reynolds

    President and Director of FMR, FMRC, and FIMM (2005); Director, Chief Operating Officer, and Vice Chairman (2006) of FMR Corp.

    Thomas Allen

    Vice President of FMR, FMRC, and funds advised by FMR.

    Paul Antico

    Vice President of FMR, FMRC, and a fund advised by FMR.

    Ramin Arani

    Vice President of FMR, FMRC, and funds advised by FMR.

    John Avery

    Vice President of FMR, FMRC, and a fund advised by FMR.

    David Bagnani

    Vice President of FMR and FMRC (2004).

    Robert Bertelson

    Vice President of FMR, FMRC, and funds advised by FMR.

    Stephen Binder

    Previously served as Vice President of FMR, FMRC and a fund advised by FMR (2006).

    William Bower

    Vice President of FMR, FMRC, and funds advised by FMR.

    Philip L. Bullen

    Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR; Previously served as President and Director of FRAC and Fidelity Management & Research (U.K.) Inc. (FMR U.K.) (2006) and Director of Strategic Advisers, Inc. (2005).

    Steve Buller

    Vice President of FMR, FMRC, and a fund advised by FMR.

    John J. Burke

    Senior Vice President of FMR (2006); Previously served as Vice President of FMR (2006).

    John H. Carlson

    Senior Vice President of FMR and FMRC (2003); Vice President of funds advised by FMR; Previously served as Vice President of FMR and FMRC (2003).

    Stephen Calhoun

    Vice President of FMR, FMRC (2005), and funds advised by FMR.

    James Catudal

    Vice President of FMR, FMRC, and funds advised by FMR.

    Ren Y. Cheng

    Vice President of FMR, FMRC, and funds advised by FMR; Previously served as Vice President of Strategic Advisers, Inc. (2005).

    C. Robert Chow

    Vice President of FMR, FMRC, and a fund advised by FMR.

    Dwight D. Churchill

    Executive Vice President of FMR and FMRC (2005); Vice President of Equity funds advised by FMR; Previously served as Senior Vice President of FMR (2005) and FIMM (2006).

    William Carlyle Coash

    Vice President of FMR and FMRC (2006).

    Timothy Cohen

    Vice President of FMR, FMRC (2003), and funds advised by FMR.

    Katherine Collins

    Senior Vice President of FMR and FMRC (2003); Previously served as Vice President of FMR and FMRC (2003).

    Michael Connolly

    Vice President of FMR and FMRC.

    Brian B. Conroy

    Senior Vice President of FMR and FMRC (2006).

    Matthew Conti

    Vice President of FMR, FMRC (2003), and funds advised by FMR.

    William Danoff

    Senior Vice President of FMR, FMRC, and Vice President of funds advised by FMR.

    Joseph Day

    Previously served as Vice President of FMR and FMRC (2006).

    Scott E. DeSano

    Previously served as Senior Vice President of FMR and FMRC (2005).

    Penelope Dobkin

    Vice President of FMR, FMRC, and funds advised by FMR.

    Julie Donovan

    Vice President of FMR and FMRC (2003).

    Walter C. Donovan

    Executive Vice President of FMR and FMRC (2005); Vice President of High Income funds advised by FMR; Previously served as Senior Vice President of FMR and FMRC (2003).

    Bettina Doulton

    Senior Vice President of FMR and FMRC; Previously served as Vice President of funds advised by FMR.

    Stephen DuFour

    Vice President of FMR, FMRC, and funds advised by FMR.

    William Eigen

    Previously served as Vice President of FMR, FMRC, Strategic Advisers, Inc., and funds advised by FMR (2005).

    Michael Elizondo

    Previously served as Vice President of FMR and FMRC (2006).

    Brian Peter Enyeart

    Vice President of FMR and FMRC (2006).

    Bahaa Fam

    Previously served as Vice President of FMR and FMRC (2006); Vice President of funds advised by FMR.

    Jeffrey Feingold

    Vice President of FMR, FMRC (2005), and a fund advised by FMR.

    Robert Scott Feldman

    Previously served as Vice President of FMR and FMRC (2006).

    Richard B. Fentin

    Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

    Keith Ferguson

    Previously served as Vice President of FMR and FMRC (2005).

    Karen Firestone

    Previously served as Vice President of FMR, FMRC, and funds advised by FMR (2005).

    Jay Freedman

    Previously served as Assistant Secretary of FMR, FMRC and Fidelity Distributors Corporation (FDC), and Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc. and FMR Corp. (2006).

    Matthey H. Friedman

    Vice President of FMR and FMRC (2006).

    Matthew Fruhan

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    Robert M. Gervis

    Vice President of FMR and FMRC (2006).

    Christopher J. Goudie

    Previously served as Vice President of FMR and FMRC (2006).

    Boyce I. Greer

    Executive Vice President of FMR and FMRC (2005); Senior Vice President of FIMM (2006); Vice President of the Select, Asset Allocation, Fixed-Income, and Money Market funds advised by FMR.

    Robert J. Haber

    Previously served as Senior Vice President of FMR and FMRC (2006); Vice President of a fund advised by FMR.

    Richard C. Habermann

    Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

    John F. Haley

    Vice President of FMR and FMRC (2003).

    Karen Hammond

    Executive Vice President of FMR (2005); Previously served as Assistant Treasurer of FMR, FMRC, FMR U.K., FRAC, and FIMM, Vice President of FMR U.K., FRAC, FIMM, and Strategic Advisers, Inc., and Treasurer of Strategic Advisers, Inc. and FMR Corp. (2005).

    Brian J. Hanson

    Vice President of FMR, FMRC (2004), and funds advised by FMR.

    James Harmon

    Vice President of FMR, FMRC, and a fund advised by FMR.

    Lionel Harris

    Previously served as Vice President of FMR and FMRC (2003); Vice President of a fund advised by FMR.

    Ian Hart

    Vice President of FMR, FMRC and a fund advised by FMR.

    Teresa A. Hassara

    Vice President of FMR (2005).

    Timothy F. Hayes

    Previously served as Executive Vice President of FMR (2006).

    John Hebble

    Vice President of FMR (2003).

    Timothy Heffernan

    Previously served as Vice President of FMR and FMRC (2006).

    Thomas Hense

    Previously served as Vice President of FMR and FMRC (2006).

    Cesar Hernandez

    Previously served as Vice President of FMR and FMRC (2006).

    Bruce T. Herring

    Senior Vice President of FMR (2006); Vice President of FMRC and of certain Equity funds advised by FMR; Previously served as Vice President of FMR (2006).

    Adam Hetnarski

    Vice President of FMR, FMRC, and funds advised by FMR.

    John J. Hitt

    Assistant Secretary of FMR, FMRC, FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2006).

    Frederick D. Hoff, Jr.

    Vice President of FMR, FMRC, and a fund advised by FMR.

    Brian Hogan

    Vice President of FMR, FMRC, and funds advised by FMR.

    Michael T. Jenkins

    Vice President of FMR and FMRC (2004).

    David B. Jones

    Vice President of FMR.

    Sonu Kalra

    Vice President of FMR, FMRC (2006), and a fund advised by FMR.

    Rajiv Kaul

    Previously served as Vice President of FMR and FMRC (2006); Vice President of funds advised by FMR.

    Steven Kaye

    Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.

    Jonathan Kelly

    Vice President of FMR, FMRC (2003), and funds advised by FMR.

    William Kennedy

    Vice President of FMR, FMRC, and funds advised by FMR.

    Francis V. Knox, Jr.

    Previously served as Vice President of FMR and Assistant Treasurer of funds advised by FMR (2005).

    Karen Korn

    Vice President of FMR and FMRC (2006).

    Deborah Foye Kuenstner

    Senior Vice President of FMR and FMRC (2006).

    Harry W. Lange

    Vice President of FMR, FMRC, and funds advised by FMR.

    Harley Lank

    Vice President of FMR, FMRC, and funds advised by FMR.

    Thomas P. Lavin

    Previously served as Vice President of FMR and FMRC (2006).

    Robert A. Lawrence

    Senior Vice President of FMR and FMRC (2006); Vice President of High Income funds advised by FMR; Previously served as Director of Geode, President of Fidelity Strategic Investments, and Vice President of FMR Corp. (2005).

    Maxime Lemieux

    Previously served as Vice President of FMR and FMRC (2006); Vice President of a fund advised by FMR.

    Harris Leviton

    Previously served as Vice President of FMR, FMRC, and funds advised by FMR (2006).

    Douglas Lober

    Previously served as Vice President of FMR and FMRC (2006).

    James MacDonald

    Previously served as Senior Vice President of FMR (2005).

    Robert B. MacDonald

    Previously served as Vice President of FMR and FMRC (2004); Vice President of Strategic Advisers, Inc. (2004).

    Richard R. Mace

    Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

    Charles A. Mangum

    Senior Vice President of FMR and FMRC (2005); Vice President of funds advised by FMR; Previously served as Vice President of FMR and FMRC (2005).

    Darren Maupin

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    Kevin McCarey

    Previously served as Vice President of FMR, FMRC, and funds advised by FMR (2006).

    Christine McConnell

    Vice President of FMR, FMRC (2003), and a fund advised by FMR.

    John B. McDowell

    Senior Vice President of FMR and FMRC and Vice President of certain Equity funds advised by FMR.

    Neal P. Miller

    Vice President of FMR, FMRC, and a fund advised by FMR.

    Peter J. Millington

    Previously served as Vice President of FMR and FMRC (2006).

    Robert Minicus

    Vice President of FMR and FMRC (2006).

    Jeffrey Mitchell

    Vice President of FMR and FMRC (2003).

    Eric M. Mollenhauer

    Vice President of FMR and FMRC (2004).

    Kimberley Monasterio

    Assistant Treasurer of FMR (2006).

    Charles S. Morrison

    Vice President of FMR and Money Market funds advised by FMR; Senior Vice President of FIMM (2003); Previously served as Vice President of FIMM (2003).

    David L. Murphy

    Executive Vice President of FMR (2005); Vice President of Fixed-Income and Money Market funds advised by FMR; Senior Vice President of FIMM (2003); Previously served as Vice President of FMR (2005) and FIMM (2003).

    Chalres L. Myers

    Vice President of FMR, FMRC (2006), and a fund advised by FMR.

    Steve Neff

    Senior Vice President of FMR (2005).

    Mark Notkin

    Vice President of FMR, FMRC, and funds advised by FMR.

    Scott Offen

    Vice President of FMR, FMRC (2003), and a fund advised by FMR.

    Fatima Penrose

    Previously served as Senior Vice President of FMR (2006) and Vice President of FMR (2005).

    Shep Perkins

    Vice President of FMR (2006), FMRC (2004), and a fund advised by FMR.

    Stephen Petersen

    Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.

    John R. Porter

    Vice President of FMR, FMRC (2004), and funds advised by FMR.

    Keith Quinton

    Vice President of FMR, FMRC, and funds advised by FMR.

    Alan Radlo

    Previously served as Vice President of FMR and FMRC (2006).

    Larry Rakers

    Vice President of FMR, FMRC, and funds advised by FMR.

    William R. Ralls

    Previously served as Vice President of FMR (2005).

    Kenneth A. Rathgeber

    Chief Compliance Officer of FMR, FMRC, FMR U.K., FRAC, FIMM, and Strategic Advisers, Inc. (2005).

    Christine Reynolds

    Senior Vice President of FMR (2006); President and Treasurer of funds advised by FMR (2004); Previously served as Vice President of FMR and Anti-Money Laundering Officer (2006).

    Kennedy Richardson

    Vice President of FMR and FMRC.

    Clare S. Richer

    Previously served as Senior Vice President of FMR (2005); Chief Financial Officer (2005), Executive Vice President (2005), and Treasurer of FMR Corp. (2006).

    Kenneth Robins

    Assistant Secretary of FMR (2006).

    Graeme Rockett

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    Eric D. Roiter

    Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Assistant Secretary of FMR U.K., FRAC, and FIMM; Previously served as Vice President and Secretary of FDC (2005).

    Stephen Rosen

    Vice President of FMR, FMRC (2004), and a fund advised by FMR.

    Louis Salemy

    Previously served as Vice President of FMR, FMRC, and funds advised by FMR (2006).

    Lee H. Sandwen

    Previously served as Vice President of FMR and FMRC (2006).

    Peter Saperstone

    Vice President of FMR, FMRC, and funds advised by FMR.

    Andy H. Sassine

    Vice President of FMR, FMRC (2006), and a fund advised by FMR.

    Chrisopher Linden Sharpe

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    Jonathan Allen Shelon

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    J. Fergus Shiel

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    Beso Sikharulidze

    Previously served as Vice President of FMR, FMRC, and a fund advised by FMR (2005).

    Carol A. Smith-Fachetti

    Vice President of FMR and FMRC.

    Steven J. Snider

    Previously served as Vice President of FMR and FMRC (2006); Vice President of a fund advised by FMR.

    Mark P. Snyderman

    Vice President of FMR, FMRC (2004), and funds advised by FMR.

    Thomas T. Soviero

    Senior Vice President of FMR and FMRC (2005); Vice President of funds advised by FMR; Previously served as Vice President of FMR and FMRC (2005).

    George Stairs

    Vice President of FMR, FMRC (2006), and a fund advised by FMR.

    Robert E. Stansky

    Senior Vice President of FMR and FMRC; Previously served as a Vice President of a fund advised by FMR.

    Nicholas E. Steck

    Senior Vice President of FMR (2006); Compliance Officer of FMR (2006), FMRC (2006), FMR U.K., FRAC, FIMM (2006), Strategic Advisers, Inc. (2005), and FMR Corp.; Previously served as Vice President of FMR (2006).

    Cynthia C. Strauss

    Vice President of FMR and FMRC (2006).

    Susan Sturdy

    Assistant Secretary of FMR, FMRC, and FDC; Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp. (2006); Previously served as Assistant Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp. (2006).

    Yolanda Taylor

    Vice President of FMR and FMRC.

    Victor Thay

    Vice President of FMR, FMRC (2003), and a fund advised by FMR.

    Richard S. Thompson

    Vice President of FMR, FMRC (2006), and a fund advised by FMR.

    Joel C. Tillinghast

    Senior Vice President of FMR, FMRC, and Vice President of a fund advised by FMR.

    Matthew C. Torrey

    Vice President of FMR and FMRC (2004).

    Robert Tuckett

    Vice President of FMR.

    Jennifer Uhrig

    Senior Vice President of FMR (2005); Vice President of FMRC and funds advised by FMR; Previously served as Vice President of FMR (2005).

    George A. Vanderheiden

    Senior Vice President of FMR and FMRC.

    Robert B. Von Rekowsky

    Vice President of FMR, FMRC (2004), and funds advised by FMR.

    Samuel Wald

    Vice President of FMR, FMRC (2006), and funds advised by FMR.

    J. Gregory Wass

    Assistant Treasurer of FMR, FMRC, FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

    Jason Weiner

    Vice President of FMR, FMRC, and funds advised by FMR.

    Eric Wetlaufer

    Senior Vice President of FMR and FMRC (2006); President and Director of FMR U.K. and FRAC (2006); Vice President of certain Equity funds advised by FMR.

    Ellen Wilson

    Previously served as Vice President of FMR (2004); Executive Vice President, Human Resources, of FMR Corp. (2004).

    Steven S. Wymer

    Senior Vice President of FMR (2005); Vice President of FMRC and a fund advised by FMR; Previously served as Vice President of FMR (2005).

    JS Wynant

    Vice President of FMR and FMRC; Treasurer of FMR, FMRC, FMR U.K., FRAC, and FIMM.

    Derek L. Young

    Vice President of FMR, FMRC (2004), and funds advised by FMR.

    (2) FMR CO., INC. (FMRC)

    FMRC provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

    Edward C. Johnson 3d

    Chairman of the Board and Director of FMRC, FMR, FRAC, and FIMM ; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.

    Abigail P. Johnson

    Previously served as President and Director of FMRC, FMR, and FIMM (2005), Senior Vice President of funds advised by FMR (2005), and Trustee of funds advised by FMR (2006). Currently a Director and Vice Chairman (2006) of FMR Corp., President of FESCO (2005), and President and a Director of FIIOC (2005).

    Peter S. Lynch

    Vice Chairman and Director of FMRC and FMR and member of the Advisory Board of funds advised by FMR (2003). Previously served as Trustee of funds advised by FMR (2003).

    Robert L. Reynolds

    President and Director of FMRC, FMR, and FIMM (2005); Director, Chief Operating Officer, and Vice Chairman (2006) of FMR Corp.

    Thomas Allen

    Vice President of FMRC, FMR, and funds advised by FMR.

    Paul Antico

    Vice President of FMRC, FMR, and a fund advised by FMR.

    Ramin Arani

    Vice President of FMRC, FMR, and funds advised by FMR.

    John Avery

    Vice President of FMRC, FMR, and a fund advised by FMR.

    David Bagnani

    Vice President of FMRC and FMR (2004).

    Robert Bertelson

    Vice President of FMRC, FMR, and funds advised by FMR.

    Stephen Binder

    Previously served as Vice President of FMRC, FMR, and a fund advised by FMR (2006).

    William Bower

    Vice President of FMRC, FMR, and funds advised by FMR.

    Philip L. Bullen

    Senior Vice President of FMRC and FMR; Vice President of certain Equity Funds advised by FMR; Previously served as President and Director of FRAC and FMR U.K. (2006), and Director of Strategic Advisers, Inc. (2005).

    Steve Buller

    Vice President of FMRC, FMR, and a fund advised by FMR.

    Steven Calhoun

    Vice President of FMRC, FMR (2005), and funds advised by FMR.

    John H. Carlson

    Senior Vice President of FMRC and FMR (2003); Vice President of funds advised by FMR; Previously served as Vice President of FMRC and FMR (2003).

    James Catudal

    Vice President of FMRC, FMR, and funds advised by FMR.

    Ren Y. Cheng

    Vice President of FMRC, FMR and funds advised by FMR; Previously served as Vice President of Strategic Advisers, Inc. (2005).

    C. Robert Chow

    Vice President of FMRC, FMR, and a fund advised by FMR.

    Dwight D. Churchill

    Executive Vice President of FMRC and FMR (2005); Vice President of Equity funds advised by FMR; Previously served as Senior Vice President of FMR (2005) and FIMM (2006).

    William Carlyle Coash

    Vice President of FMRC and FMR (2006).

    Timothy Cohen

    Vice President of FMRC, FMR (2003), and funds advised by FMR.

    Katherine Collins

    Senior Vice President of FMRC and FMR (2003); Previously served as Vice President of FMRC and FMR (2003).

    Michael Connolly

    Vice President of FMRC and FMR.

    Brian B. Conroy

    Senior Vice President of FMRC and FMR (2006).

    Matthew Conti

    Vice President of FMRC, FMR (2003), and funds advised by FMR.

    William Danoff

    Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

    Joseph Day

    Previously served as Vice President of FMRC and FMR (2006).

    Scott E. DeSano

    Previously served as Senior Vice President of FMRC and FMR (2005).

    Penelope Dobkin

    Vice President of FMRC, FMR, and funds advised by FMR.

    Julie Donovan

    Vice President of FMRC and FMR (2003).

    Walter C. Donovan

    Executive Vice President of FMRC and FMR (2005); Vice President of High Income funds advised by FMR; Previously served as Senior Vice President of FMRC and FMR (2005).

    Bettina Doulton

    Senior Vice President of FMRC and FMR; Previously served as Vice President of funds advised by FMR.

    Stephen DuFour

    Vice President of FMRC, FMR, and funds advised by FMR.

    William Eigen

    Previously served as Vice President of FMRC, FMR, Strategic Advisers, Inc., and funds advised by FMR (2005).

    Michael Elizondo

    Previously served as Vice President of FMRC and FMR (2006).

    Brian Peter Enyeart

    Vice President of FMRC and FMR (2006).

    Bahaa Fam

    Previously served as Vice President of FMRC and FMR (2006); Vice President of funds advised by FMR.

    Jeffrey Feingold

    Vice President of FMRC, FMR (2005), and a fund advised by FMR.

    Robert Scott Feldman

    Previously served as Vice President of FMRC and FMR (2006).

    Richard B. Fentin

    Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

    Keith Ferguson

    Previously served as Vice President of FMRC and FMR (2005).

    Karen Firestone

    Previously served as Vice President of FMRC, FMR, and funds advised by FMR (2005).

    Jay Freedman

    Previously served as Assistant Secretary of FMRC, FMR, FDC and Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc. and FMR Corp. (2006).

    Matthey H. Friedman

    Vice President of FMRC and FMR (2006).

    Matthew Fruhan

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    Robert M. Gervis

    Vice President of FMRC and FMR (2006).

    Christopher J. Goudie

    Previously served as Vice President of FMRC and FMR (2006).

    Boyce I. Greer

    Executive Vice President of FMRC and FMR (2005); Senior Vice President of FIMM (2006); Vice President of the Select, Asset Allocation, Fixed-Income, and Money Market funds advised by FMR.

    Robert J. Haber

    Previously served as Senior Vice President of FMRC and FMR (2006); Vice President of a fund advised by FMR.

    Richard C. Habermann

    Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

    John F. Haley

    Vice President of FMRC and FMR (2003).

    Karen Hammond

    Previously served as Assistant Treasurer of FMRC, FMR, FMR U.K., FRAC, and FIMM, Vice President of FMR U.K., FRAC, FIMM, and Strategic Advisers, Inc., and Treasurer of Strategic Advisers, Inc. and FMR Corp.(2005); Executive Vice President of FMR (2005).

    Brian J. Hanson

    Vice President of FMRC, FMR (2004), and funds advised by FMR.

    James Harmon

    Vice President of FMRC, FMR, and a fund advised by FMR.

    Lionel Harris

    Previously served as Vice President of FMRC and FMR (2003); Vice President of a fund advised by FMR.

    Ian Hart

    Vice President of FMRC, FMR and a fund advised by FMR.

    Timothy Heffernan

    Previously served as Vice President of FMRC and FMR (2006).

    Thomas Hense

    Previously served as Vice President of FMRC and FMR (2006).

    Cesar Hernandez

    Previously served as Vice President of FMRC and FMR (2006).

    Bruce T. Herring

    Vice President of FMRC and of certain Equity funds advised by FMR; Senior Vice President of FMR (2006); Previously served as Vice President of FMR (2006).

    Adam Hetnarski

    Vice President of FMRC, FMR, and funds advised by FMR.

    John J. Hitt

    Assistant Secretary of FMRC, FMR, FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2006).

    Frederick D. Hoff, Jr.

    Vice President of FMRC, FMR, and a fund advised by FMR.

    Brian Hogan

    Vice President of FMRC, FMR, and funds advised by FMR.

    Michael T. Jenkins

    Vice President of FMRC and FMR (2004).

    Sonu Kalra

    Vice President of FMRC, FMR (2006), and a fund advised by FMR.

    Rajiv Kaul

    Previously served as Vice President of FMRC and FMR (2006); Vice President of funds advised by FMR.

    Steven Kaye

    Senior Vice President of FMRC and FMR and Vice President of a fund advised by FMR.

    Jonathan Kelly

    Vice President of FMRC, FMR (2003), and funds advised by FMR.

    William Kennedy

    Vice President of FMRC, FMR, and funds advised by FMR.

    Karen R. Korn

    Vice President of FMRC and FMR (2006).

    Deborah Foye Kuenstner

    Senior Vice President of FMRC and FMR (2006).

    Harry W. Lange

    Vice President of FMRC, FMR, and funds advised by FMR.

    Harley Lank

    Vice President of FMRC, FMR, and funds advised by FMR.

    Thomas P. Lavin

    Previously served as Vice President of FMRC and FMR (2006).

    Robert A. Lawrence

    Senior Vice President of FMRC and FMR (2006); Vice President of High Income funds advised by FMR; Previously served as Director of Geode, President of Fidelity Strategic Investments, and Vice President of FMR Corp. (2005).

    Maxime Lemieux

    Previously served as Vice President of FMRC and FMR (2006); Vice President of a fund advised by FMR.

    Harris Leviton

    Previously served as Vice President of FMRC, FMR, and funds advised by FMR (2006).

    Douglas Lober

    Previously served as Vice President of FMRC and FMR (2006).

    Robert B. MacDonald

    Previously served as Vice President of FMRC and FMR (2004); Vice President of Strategic Advisers, Inc. (2004).

    Richard R. Mace

    Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

    Charles A. Mangum

    Senior Vice President of FMRC and FMR (2005); Vice President of funds advised by FMR; Previously served as Vice President of FMRC and FMR (2005).

    Darren Maupin

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    Kevin McCarey

    Previously served as Vice President of FMRC, FMR, and funds advised by FMR (2006).

    Christine McConnell

    Vice President of FMRC, FMR (2003), and a fund advised by FMR.

    John B. McDowell

    Senior Vice President of FMRC and FMR and Vice President of certain Equity funds advised by FMR.

    Neal P. Miller

    Vice President of FMRC, FMR, and a fund advised by FMR.

    Peter J. Millington

    Previously served as Vice President of FMRC and FMR (2006).

    Robert Minicus

    Vice President of FMRC and FMR (2006).

    Jeffrey Mitchell

    Vice President of FMRC and FMR (2003).

    Eric M. Mollenhauer

    Vice President of FMRC and FMR (2004).

    Charles L. Myers

    Vice President of FMRC, FMR (2006), and a fund advised by FMR.

    Mark Notkin

    Vice President of FMRC, FMR, and funds advised by FMR.

    Scott Offen

    Vice President of FMRC, FMR (2003), and a fund advised by FMR.

    Shep Perkins

    Vice President of FMRC (2004), FMR (2006), and a fund advised by FMR.

    Stephen Petersen

    Senior Vice President of FMRC and FMR and Vice President of funds advised by FMR.

    John R. Porter

    Vice President of FMRC, FMR (2004), and funds advised by FMR.

    Keith Quinton

    Vice President of FMRC, FMR, and funds advised by FMR.

    Alan Radlo

    Previously served as Vice President of FMRC and FMR (2006).

    Larry Rakers

    Vice President of FMRC, FMR, and funds advised by FMR.

    Kenneth A. Rathgeber

    Chief Compliance Officer of FMRC, FMR, FMR U.K., FRAC, FIMM, and Strategic Advisers, Inc. (2005).

    Kennedy Richardson

    Vice President of FMRC and FMR.

    Graeme Rockett

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    Eric D. Roiter

    Vice President, General Counsel, and Secretary of FMRC and FMR; Secretary of funds advised by FMR; Assistant Secretary of FMR U.K., FRAC, and FIMM; Previously served as Vice President and Secretary of FDC (2005).

    Stephen Rosen

    Vice President of FMRC, FMR (2004), and a fund advised by FMR.

    Louis Salemy

    Previously served as Vice President of FMRC, FMR, and funds advised by FMR (2006).

    Lee H. Sandwen

    Previously served as Vice President of FMRC and FMR (2006).

    Peter Saperstone

    Vice President of FMRC, FMR, and funds advised by FMR.

    Andy H. Sassine

    Vice President of FMRC, FMR (2006), and a fund advised by FMR.

    Chrisopher Linden Sharpe

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    Jonathan Allen Shelon

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    J. Fergus Shiel

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    Beso Sikharulidze

    Previously served as Vice President of FMRC, FMR, and a fund advised by FMR (2005).

    Carol A. Smith-Fachetti

    Vice President of FMRC and FMR.

    Steven J. Snider

    Previously served as Vice President of FMRC, FMR, and a fund advised by FMR (2006).

    Mark P. Snyderman

    Vice President of FMRC, FMR (2004), and funds advised by FMR.

    Thomas T. Soviero

    Senior Vice President of FMRC and FMR (2005); Vice President of funds advised by FMR; Previously served as Vice President of FMRC and FMR (2005).

    George Stairs

    Vice President of FMRC, FMR (2006), and a fund advised by FMR.

    Robert E. Stansky

    Senior Vice President of FMRC and FMR; Previously served as Vice President of a fund advised by FMR.

    Nicholas E. Steck

    Compliance Officer of FMRC (2006), FMR (2006), FMR U.K., FRAC, FIMM (2006), Strategic Advisers, Inc. (2005), and FMR Corp.; Senior Vice President of FMR (2006); Previously served as Vice President of FMR (2006).

    Cynthia C. Strauss

    Vice President of FMRC and FMR (2006).

    Susan Sturdy

    Assistant Secretary of FMRC, FMR, and FDC; Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp. (2006); Previously served as Assistant Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp. (2006).

    Yolanda Taylor

    Vice President of FMRC and FMR.

    Victor Thay

    Vice President of FMRC, FMR (2003), and a fund advised by FMR.

    Richard S. Thompson

    Vice President of FMRC, FMR (2006), and a fund advised by FMR.

    Joel C. Tillinghast

    Senior Vice President of FMRC, FMR, and Vice President of a fund advised by FMR.

    Matthew C. Torrey

    Vice President of FMRC and FMR (2004).

    Jennifer Uhrig

    Vice President of FMRC and funds advised by FMR; Senior Vice President of FMR (2005); Previously served as Vice President of FMR (2005).

    George A. Vanderheiden

    Senior Vice President of FMRC and FMR.

    Robert B. Von Rekowsky

    Vice President of FMRC, FMR (2004), and funds advised by FMR.

    Samuel Wald

    Vice President of FMRC, FMR (2006), and funds advised by FMR.

    J. Gregory Wass

    Assistant Treasurer of FMRC, FMR, FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

    Jason Weiner

    Vice President of FMRC, FMR, and funds advised by FMR.

    Eric Wetlaufer

    Senior Vice President of FMRC and FMR (2006); President and Director of FMR U.K. and FRAC (2006); Vice President of certain Equity funds advised by FMR.

    Steven S. Wymer

    Vice President of FMRC and a fund advised by FMR; Senior Vice President of FMR (2005); Previously served as Vice President of FMR (2005).

    JS Wynant

    Vice President of FMRC and FMR; Treasurer of FMRC, FMR, FMR U.K., FRAC, and FIMM.

    Derek L. Young

    Vice President of FMRC, FMR (2004), and funds advised by FMR.

    (3) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)

    FMR U.K. provides investment advisory services to Fidelity Management & Research Company and Fidelity Management Trust Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

    Simon Fraser

    Director, Chairman of the Board, Chief Executive Officer of FMR U.K.; Previously served as Director and President of Fidelity International Investment Advisors (FIIA) (2005), Director and Chief Executive Officer of Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L) (2005), and Senior Vice President of FMR U.K. (2003).

    Eric Wetlaufer

    President and Director of FMR U.K. and FRAC (2006); Senior Vice President of FMR and FMRC (2006); Vice President of certain Equity funds advised by FMR.

    Philip Bullen

    Previously served as President and Director of FMR U.K. (2006), FRAC (2006), and Director of Strategic Advisers, Inc. (2005); Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR.

    Andrew Flaster

    Compliance Officer of FMR U.K.

    Jay Freedman

    Previously served as Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp., and Assistant Secretary of FMR, FMRC, and FDC (2006).

    Karen Hammond

    Previously served as Assistant Treasurer of FMR U.K., FMR, FMRC, FRAC, and FIMM, Vice President of FMR U.K., FRAC, FIMM, and Strategic Advisers, Inc., and Treasurer of Strategic Advisers, Inc. and FMR Corp. (2005); Executive Vice President of FMR (2005).

    John J. Hitt

    Assistant Secretary of FMR U.K., FMR, FMRC, FRAC, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2006).

    Kenneth A. Rathgeber

    Chief Compliance Officer of FMR U.K., FMR, FMRC, FRAC, FIMM, and Strategic Advisers, Inc. (2005).

    Eric D. Roiter

    Assistant Secretary of FMR U.K., FRAC, and FIMM; Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Previously served as Vice President and Secretary of FDC (2005).

    Nicholas E. Steck

    Compliance Officer of FMR U.K., FMR (2006), FMRC (2006), FRAC, FIMM (2006), Strategic Advisers, Inc. (2005) and FMR Corp.; Senior Vice President of FMR (2006); Previously served as Vice President of FMR (2006).

    Susan Sturdy

    Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp. (2006); Assistant Secretary of FMR, FMRC, and FDC; Previously served as Assistant Secretary of FMR U.K., FRAC, FIMM, Strategic Advisers, Inc., and FMR Corp. (2006).

    J. Gregory Wass

    Assistant Treasurer of FMR U.K., FMR, FMRC, FRAC, FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

    JS Wynant

    Treasurer of FMR U.K., FMR, FMRC, FRAC, and FIMM; Vice President of FMR and FMRC.

    (4) FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC)

    FRAC provides investment advisory services to Fidelity Management & Research Company, Fidelity Management Trust Company, FMR Co., Inc., and Fidelity Investments Money Management, Inc. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

    Edward C. Johnson 3d

    Chairman of the Board and Director of FRAC, FMR, FMRC, and FIMM; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.

    Eric Wetlaufer

    President and Director of FRAC and FMR U.K. (2006); Senior Vice President of FMR and FMRC (2006); Vice President of certain Equity funds advised by FMR.

    Philip Bullen

    Previously served as President and Director of FRAC and FMR U.K. (2006) and Director of Strategic Advisers, Inc. (2005); Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR.

    Jay Freedman

    Previously served as Secretary of FRAC, FMR U.K., FIMM, Strategic Advisers, Inc., and FMR Corp., and Assistant Secretary of FMR, FMRC, and FDC (2006).

    Karen Hammond

    Previously served as Assistant Treasurer of FRAC, FMR, FMRC, FMR U.K., and FIMM, Vice President of FRAC, FMR U.K., FIMM, and Strategic Advisers, Inc., and Treasurer of Strategic Advisers, Inc. and FMR Corp. (2005); Executive Vice President of FMR (2005).

    John J. Hitt

    Assistant Secretary of FRAC, FMR, FMRC, FMR U.K., FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2006).

    Kenneth A. Rathgeber

    Chief Compliance Officer of FRAC, FMR, FMRC, FMR U.K., FIMM, and Strategic Advisers, Inc. (2005).

    Eric D. Roiter

    Assistant Secretary of FRAC, FMR U.K., and FIMM; Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Previously served as Vice President and Secretary of FDC (2005).

    Nicholas E. Steck

    Compliance Officer of FRAC, FMR (2006), FMRC (2006), FMR U.K., FIMM (2006), Strategic Advisers, Inc. (2005) and FMR Corp.; Senior Vice President of FMR (2006); Previously served as Vice President of FMR (2006).

    Susan Sturdy

    Secretary of FRAC, FMR U.K., FIMM, Strategic Advisers, Inc., and FMR Corp. (2006); Assistant Secretary of FMR, FMRC, and FDC; Previously served as Assistant Secretary of FRAC, FMR U.K., FIMM, Strategic Advisers, Inc., and FMR Corp. (2006).

    J. Gregory Wass

    Assistant Treasurer of FRAC, FMR, FMRC, FMR U.K., FIMM, Strategic Advisers, Inc., FDC, and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

    Billy W. Wilder

    Previously served as Vice President of FRAC; Representative Director and President of Fidelity Investments Japan Limited (FIJ)(2004).

    JS Wynant

    Treasurer of FRAC, FMR, FMRC, FMR U.K., and FIMM; Vice President of FMR and FMRC.

    (5) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)

    FIMM provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

    Edward C. Johnson 3d

    Chairman of the Board and Director of FIMM, FMR, FMRC, and FRAC; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.

    Abigail P. Johnson

    Previously served as President and Director of FIMM, FMR, and FMRC (2005), Senior Vice President of funds advised by FMR (2005), and Trustee of funds advised by FMR (2006). Currently a Director and Vice Chairman (2006) of FMR Corp., President of FESCO (2005), and President and a Director of FIIOC (2005).

    Robert L. Reynolds

    President and Director of FIMM, FMR, and FMRC (2005); Director, Chief Operating Officer, and Vice Chairman (2006) of FMR Corp.

    Dwight D. Churchill

    Previously served as Senior Vice President of FIMM (2006) and FMR (2005); Executive Vice President of FMR and FMRC (2005); Vice President of Equity funds advised by FMR.

    Jay Freedman

    Previously served as Secretary of FIMM, FMR U.K., FRAC, Strategic Advisers, Inc., and FMR Corp. and Assistant Secretary of FMR, FMRC, and FDC (2006).

    Boyce I. Greer

    Senior Vice President of FIMM (2006); Executive Vice President of FMR and FMRC (2005); Vice President of the Select, Asset Allocation, Fixed-Income, and Money Market funds advised by FMR.

    Stanley N. Griffith

    Previously served as Assistant Secretary of FIMM, and Assistant Vice President of Fixed-Income funds advised by FMR (2003).

    Karen Hammond

    Previously served as Assistant Treasurer of FIMM, FMR, FMRC, FMR U.K., and FRAC, Vice President of FIMM, FMR U.K., FRAC, and Strategic Advisers, Inc. and Treasurer of Strategic Advisers, Inc. and FMR Corp. (2005); Executive Vice President of FMR (2005).

    John J. Hitt

    Assistant Secretary of FIMM, FMR, FMRC, FMR U.K., FRAC, Strategic Advisers, Inc., FDC, and FMR Corp. (2006).

    Michael Kearney

    Assistant Treasurer of FIMM (2005).

    Charles S. Morrison

    Senior Vice President of FIMM (2003); Vice President of FMR and Money Market funds advised by FMR; Previously served as Vice President of FIMM (2003).

    David L. Murphy

    Senior Vice President of FIMM (2003); Executive Vice President of FMR (2005); Vice President of Fixed-Income and Money Market funds advised by FMR; Previously served as Vice President of FIMM (2003) and FMR (2005).

    Kenneth A. Rathgeber

    Chief Compliance Officer of FIMM, FMR, FMRC, FMR U.K., FRAC, and Strategic Advisers, Inc. (2005).

    Eric D. Roiter

    Assistant Secretary of FIMM, FMR U.K., and FRAC; Vice President, General Counsel, and Secretary of FMR and FMRC; Secretary of funds advised by FMR; Previously served as Vice President and Secretary of FDC (2005).

    Thomas J. Silvia

    Senior Vice President of FIMM (2005); Vice President of Fixed-Income funds advised by FMR.

    Nicholas E. Steck

    Compliance Officer of FIMM (2006), FMR (2006), FMRC (2006), FMR U.K., FRAC, Strategic Advisers, Inc. (2005) and FMR Corp.; Senior Vice President of FMR (2006); Previously served as Vice President of FMR (2006).

    Susan Sturdy

    Secretary of FIMM, FMR U.K., FRAC, Strategic Advisers, Inc., and FMR Corp. (2006); Assistant Secretary of FMR, FMRC, and FDC; Previously served as Assistant Secretary of FIMM, FMR U.K., FRAC, Strategic Advisers, Inc., and FMR Corp. (2006).

    J. Gregory Wass

    Assistant Treasurer of FIMM, FMR, FMRC, FMR U.K., FRAC, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.

    JS Wynant

    Treasurer of FIMM, FMR, FMRC, FMR U. K., and FRAC; Vice President of FMR and FMRC.

    (6) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (FIIA)

    The directors and officers of FIIA have held, during the past two fiscal years, the following positions of a substantial nature.

    Michael Gordon

    President (2005) and Director (2002) of FIIA; President, Chief Executive Officer, and Director of FIIA (U.K.)L (2005).

    Chris Coombe

    Chief Financial Officer of FIIA (2006); Director of FIJ (2006).

    Simon Fraser

    Previously served as Director and President of FIIA (2005), Director and Chief Executive Officer of FIIA(U.K.)L (2005), and Senior Vice President of FMR U.K. (2003); Director, Chairman of the Board, Chief Executive Officer of FMR U.K.

    Brett Goodin

    Director of FIIA.

    Simon M. Haslam

    Director of FIIA and FIJ.

    Matthew Heath

    Previously served as Secretary of FIIA (2004).

    David Holland

    Previously served as Director and Vice President of FIIA (2006); Director of FIJ (2005).

    Kathryn Matthews

    Director of FIIA (2005).

    Samantha Miller

    Previously served as HK Compliance Officer of FIIA (2005).

    Frank Mutch

    Director of FIIA.

    Allan Pelvang

    Director and Vice President of FIIA (2006).

    Peter Phillips

    Previously served as Director of FIIA (2006).

    Rosalie Powell

    Assistant Secretary of FIIA.

    David J. Saul

    Director of FIIA.

    Graham Seed

    Secretary of FIIA (2004).

    Andrew Steward

    Previously served as Chief Financial Officer of FIIA and Director of FIGEST (2006); Director of FIIA(U.K.)L (2004).

    Robert Stewart

    Director of FIIA (2004).

    Ann Stock

    Chief Compliance Officer of FIIA (2005); Director of FIIA(U.K.)L (2003).

    Andrew Wells

    Director of FIIA (2005).

    Nigel White

    Previously served as Chief Compliance Officer of FIIA (2005).

    (7) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED (FIIA(U.K.)L)

    The directors and officers of FIIA(U.K.)L have held, during the past two fiscal years, the following positions of a substantial nature.

    Michael Gordon

    President, Chief Executive Officer, and Director of FIIA (U.K.)L (2005); President (2005) and Director (2002) of FIIA.

    Gareth Adams

    Previously served as Director of FIIA(U.K.)L (2003).

    Simon Fraser

    Previously served as Director and Chief Executive Officer of FIIA(U.K.)L (2005), Director and President of FIIA (2005), and Senior Vice President of FMR U.K. (2003); Director, Chairman of the Board, Chief Executive Officer of FMR U.K.

    Ian Jones

    Chief Compliance Officer of FIIA(U.K.)L (2004).

    Andrew Steward

    Director of FIIA(U.K.)L (2004); Previously served as Chief Financial Officer of FIIA and Director of FIGEST (2006).

    Ann Stock

    Director of FIIA(U.K.)L (2003); Chief Compliance Officer of FIIA (2005).

    Richard Wane

    Director of FIIA(U.K.)L (2003).

    (8) FIDELITY INVESTMENTS JAPAN LIMITED (FIJ)

    The directors and officers of FIJ have held, during the past two fiscal years, the following positions of a substantial nature.

    Thomas Balk

    Representative Executive Officer and Director of FIJ (2006); Previously served as Director of FIGEST (2006).

    Chris Coombe

    Director of FIJ (2006); Chief Financial Officer of FIIA (2006).

    John Ford

    Director and Executive Officer of FIJ (2006).

    Simon M. Haslam

    Director of FIJ and FIIA.

    Yoshito Hirata

    Previously served as President (2005), Representative Director (2005), Representative Executive Officer (2006), and Head of Compliance and Legal (2004) of FIJ.

    David Holland

    Director of FIJ (2005); Previously served as Director and Vice President of FIIA (2006).

    Yasuo Kuramoto

    Previously served as Director and Vice Chairman of FIJ (2005).

    Jonathan O'Brien

    Director of FIJ (2006).

    Takeshi Okazaki

    Executive Officer of FIJ (2005); Previously served as Director (2006) and Head of Institutional Sales of FIJ (2005).

    Yoshishige Saigusa

    Executive Officer of FIJ (2005); Previously served as Director of FIJ (2006).

    Billy W. Wilder

    Previously served as President and Representative Director of FIJ and Vice President of FRAC (2004).

    Hiroshi Yamashita

    Previously served as Director (2006) and Counselor of FIJ (2005).

    Principal business addresses of the investment adviser, sub-advisers and affiliates.

    Fidelity Management & Research Company (FMR)
    One Federal Street
    Boston, MA 02109

    FMR Co., Inc. (FMRC)
    One Federal Street
    Boston, MA 02109

    Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
    One Federal Street
    Boston, MA 02109

    Fidelity Research & Analysis Company (FRAC)
    One Federal Street
    Boston, MA 02109

    Fidelity Investments Money Management, Inc. (FIMM)
    One Spartan Way
    Merrimack, NH 03054

    Fidelity International Investment Advisors (FIIA)
    Pembroke Hall,
    42 Crow Lane,
    Pembroke HM19, Bermuda

    Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L)
    25 Cannon Street
    London, England EC4M5TA

    Fidelity Investments Japan Limited (FIJ)
    Shiroyama Trust Tower
    4-3-1, Toranomon, Minato-ku,
    Tokyo, Japan 105-6019

    Strategic Advisers, Inc.
    82 Devonshire Street
    Boston, MA 02109

    FMR Corp.
    82 Devonshire Street
    Boston, MA 02109

    Fidelity Distributors Corporation (FDC)
    82 Devonshire Street
    Boston, MA 02109

    Item 27. Principal Underwriters

    (a) Fidelity Distributors Corporation (FDC) acts as distributor for all funds advised by FMR or an affiliate.

    (b)

    Name and Principal

    Positions and Offices

    Positions and Offices

    Business Address*

    with Underwriter

    with Fund

    Jeffrey Carney

    Director and President (2003)

    None

    Susan Boudrot

    Chief Compliance Officer (2004)

    None

    Scott Goebel

    Vice President and Secretary (2006)

    None

    Jane Greene

    Treasurer and Controller

    None

    John J. Hitt

    Assistant Secretary (2006)

    None

    Craig Huntley

    Executive Vice President (2006)

    None

    William F. Loehning

    Executive Vice President (2003)

    None

    Ellyn A. McColgan

    Director

    None

    Nicky Richards

    Director

    None

    Susan Sturdy

    Assistant Secretary

    None

    J. Gregory Wass

    Assistant Treasurer

    None

    * 82 Devonshire Street, Boston, MA

    (c) Not applicable.

    Item 28. Location of Accounts and Records

    All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management & Research Company, Fidelity Service Company, Inc. or Fidelity Investments Institutional Operations Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds' respective custodians, JPMorgan Chase Bank, 270 Park Avenue, New York, NY, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA, State Street Bank & Trust Company, 1776 Heritage Drive, Quincy, MA, Citibank, N.A., 111 Wall Street, New York, NY, Mellon Bank, One Mellon Center, 500 Grant Street, Pittsburgh, PA. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets Fidelity Advisor Aggressive Growth Fund, Fidelity Blue Chip Growth Fund, Fidelity Blue Chip Value Fund, Fidelity Dividend Growth Fund, Fidelity International Real Estate Fund, Fidelity OTC Portfolio, Fidelity Real Estate Income Fund, Fidelity Small Cap Growth Fund, Fidelity Small Cap Opportunities Fund, and Fidelity Small Cap Value Fund in connection with repurchase agreement transactions. The Bank of New York, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions.

    Item 29. Management Services

    Not applicable.

    Item 30. Undertakings

    Not applicable.

    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 73 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 26th day of January 2007.

    Fidelity Securities Fund

    By

    /s/Kimberley Monasterio

    ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

    Kimberley Monasterio, President

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

    (Signature)

    (Title)

    (Date)

    /s/Kimberley Monasterio

    President and Treasurer

    January 26, 2007

    Kimberley Monasterio

    (Principal Executive Officer)

    /s/Joseph B. Hollis

    Chief Financial Officer

    January 26, 2007

    Joseph B. Hollis

    (Principal Financial Officer)

    /s/Edward C. Johnson 3d

    (dagger)

    Trustee

    January 26, 2007

    Edward C. Johnson 3d

    /s/Dennis J. Dirks

    *

    Trustee

    January 26, 2007

    Dennis J. Dirks

    /s/Albert R. Gamper

    *

    Trustee

    January 26, 2007

    Albert R. Gamper

    /s/George H. Heilmeier

    *

    Trustee

    January 26, 2007

    George H. Heilmeier

    /s/James H. Keyes

    **

    Trustee

    January 26, 2007

    James H. Keyes

    /s/Marie L. Knowles

    *

    Trustee

    January 26, 2007

    Marie L. Knowles

    /s/Ned C. Lautenbach

    *

    Trustee

    January 26, 2007

    Ned C. Lautenbach

    /s/Robert L. Reynolds

    *

    Trustee

    January 26, 2007

    Robert L. Reynolds

    /s/Cornelia M. Small

    *

    Trustee

    January 26, 2007

    Cornelia M. Small

    /s/William S. Stavropoulos

    *

    Trustee

    January 26, 2007

    William S. Stavropoulos

    /s/Kenneth L. Wolfe

    *

    Trustee

    January 26, 2007

    Kenneth L. Wolfe

    (dagger)Signature affixed by Abigail P. Johnson, pursuant to a power of attorney dated June 14, 2001 and filed herewith.

    * By: /s/Joseph R. Fleming
    Joseph R. Fleming, pursuant to a power of attorney dated July 1, 2006 and filed herewith.

    ** By: /s/Joseph R. Fleming
    Joseph R. Fleming, pursuant to a power of attorney dated January 1, 2007 and filed herewith.

    POWER OF ATTORNEY

    I, the undersigned President and Director, Trustee, or General Partner, as the case may be, of the following investment companies:

    Colchester Street Trust

    Fidelity Aberdeen Street Trust

    Fidelity Advisor Series I

    Fidelity Advisor Series II

    Fidelity Advisor Series III

    Fidelity Advisor Series IV

    Fidelity Advisor Series VI

    Fidelity Advisor Series VII

    Fidelity Advisor Series VIII

    Fidelity Beacon Street Trust

    Fidelity Boston Street Trust

    Fidelity California Municipal Trust

    Fidelity California Municipal Trust II

    Fidelity Capital Trust

    Fidelity Charles Street Trust

    Fidelity Commonwealth Trust

    Fidelity Concord Street Trust

    Fidelity Congress Street Fund

    Fidelity Contrafund

    Fidelity Court Street Trust

    Fidelity Court Street Trust II

    Fidelity Covington Trust

    Fidelity Destiny Portfolios

    Fidelity Devonshire Trust

    Fidelity Exchange Fund

    Fidelity Financial Trust

    Fidelity Fixed-Income Trust

    Fidelity Garrison Street Trust

    Fidelity Government Securities Fund

    Fidelity Hastings Street Trust

    Fidelity Hereford Street Trust

    Fidelity Income Fund

    Fidelity Institutional Tax-Exempt Cash Portfolios

    Fidelity Investment Trust

    Fidelity Magellan Fund

    Fidelity Massachusetts Municipal Trust

    Fidelity Money Market Trust

    Fidelity Mt. Vernon Street Trust

    Fidelity Municipal Trust

    Fidelity Municipal Trust II

    Fidelity New York Municipal Trust

    Fidelity New York Municipal Trust II

    Fidelity Oxford Street Trust

    Fidelity Phillips Street Trust

    Fidelity Puritan Trust

    Fidelity Revere Street Trust

    Fidelity School Street Trust

    Fidelity Securities Fund

    Fidelity Select Portfolios

    Fidelity Summer Street Trust

    Fidelity Trend Fund

    Fidelity U.S. Investments-Bond Fund, L.P.

    Fidelity U.S. Investments-Government Securities

    Fund, L.P.

    Fidelity Union Street Trust

    Fidelity Union Street Trust II

    Newbury Street Trust

    Variable Insurance Products Fund

    Variable Insurance Products Fund II

    Variable Insurance Products Fund III

    Variable Insurance Products Fund IV

    in addition to any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as President and Director, Trustee, or General Partner (collectively, the "Funds"), hereby constitute and appoint Abigail P. Johnson my true and lawful attorney-in-fact, with full power of substitution, and with full power to said attorney-in-fact to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, Form N-8A, or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A, Form N-8A, or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and on my behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or his substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 15, 2001.

    WITNESS my hand on the date set forth below.

    /s/Edward C. Johnson 3d

    June 14, 2001

    Edward C. Johnson 3d

    POWER OF ATTORNEY


    We, the undersigned Directors, Trustees, or General Partners, as the case may be, of the following investment companies:

    Fidelity Aberdeen Street Trust

    Fidelity Advisor Series I

    Fidelity Advisor Series II

    Fidelity Advisor Series IV

    Fidelity Advisor Series VII

    Fidelity Advisor Series VIII

    Fidelity Beacon Street Trust

    Fidelity Boston Street Trust

    Fidelity Boylston Street Trust

    Fidelity California Municipal Trust

    Fidelity California Municipal Trust II

    Fidelity Capital Trust

    Fidelity Central Investment Portfolios LLC

    Fidelity Charles Street Trust

    Fidelity Colchester Street Trust

    Fidelity Commonwealth Trust

    Fidelity Concord Street Trust

    Fidelity Congress Street Fund

    Fidelity Contrafund

    Fidelity Court Street Trust

    Fidelity Court Street Trust II

    Fidelity Covington Trust

    Fidelity Destiny Portfolios

    Fidelity Devonshire Trust

    Fidelity Exchange Fund

    Fidelity Financial Trust

    Fidelity Fixed-Income Trust

    Fidelity Garrison Street Trust

    Fidelity Hanover Street Trust

    Fidelity Hastings Street Trust

    Fidelity Hereford Street Trust

    Fidelity Income Fund

    Fidelity Investment Trust

    Fidelity Magellan Fund

    Fidelity Massachusetts Municipal Trust

    Fidelity Money Market Trust

    Fidelity Mt. Vernon Street Trust

    Fidelity Municipal Trust

    Fidelity Municipal Trust II

    Fidelity New York Municipal Trust

    Fidelity New York Municipal Trust II

    Fidelity Newbury Street Trust

    Fidelity Oxford Street Trust

    Fidelity Phillips Street Trust

    Fidelity Puritan Trust

    Fidelity Revere Street Trust

    Fidelity School Street Trust

    Fidelity Securities Fund

    Fidelity Select Portfolios

    Fidelity Summer Street Trust

    Fidelity Trend Fund

    Fidelity Union Street Trust

    Fidelity Union Street Trust II

    Variable Insurance Products Fund

    Variable Insurance Products Fund II

    Variable Insurance Products Fund III

    Variable Insurance Products Fund IV

    plus any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individuals serve as Directors, Trustees, or General Partners (collectively, the "Funds"), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving the Funds and hereby constitute and appoint Joseph R. Fleming, John V. O'Hanlon, Robert W. Helm and Anthony H. Zacharski each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after July 1, 2006.

    WITNESS our hands on this first day of July 2006.

    /s/Dennis J. Dirks

    /s/Ned C. Lautenbach

    Dennis J. Dirks

    Ned C. Lautenbach

    /s/Albert R. Gamper

    /s/William O. McCoy

    Albert R. Gamper

    William O. McCoy

    /s/Robert M. Gates

    /s/Robert L. Reynolds

    Robert M. Gates

    Robert L. Reynolds

    /s/George H. Heilmeier

    /s/Cornelia M. Small

    George H. Heilmeier

    Cornelia M. Small

    /s/Stephen P. Jonas

    /s/William S. Stavropoulos

    Stephen P. Jonas

    William S. Stavropoulos

    /s/Marie L. Knowles

    /s/Kenneth L. Wolfe

    Marie L. Knowles

    Kenneth L. Wolfe

    POWER OF ATTORNEY

    I, the undersigned Trustee of the following investment companies:

    Fidelity Aberdeen Street Trust

    Fidelity Advisor Series I

    Fidelity Advisor Series II

    Fidelity Advisor Series IV

    Fidelity Advisor Series VII

    Fidelity Advisor Series VIII

    Fidelity Beacon Street Trust

    Fidelity California Municipal Trust

    Fidelity California Municipal Trust II

    Fidelity Capital Trust

    Fidelity Central Investment Portfolios LLC

    Fidelity Charles Street Trust

    Fidelity Colchester Street Trust

    Fidelity Commonwealth Trust

    Fidelity Concord Street Trust

    Fidelity Congress Street Fund

    Fidelity Contrafund

    Fidelity Court Street Trust

    Fidelity Court Street Trust II

    Fidelity Destiny Portfolios

    Fidelity Devonshire Trust

    Fidelity Exchange Fund

    Fidelity Financial Trust

    Fidelity Fixed-Income Trust

    Fidelity Garrison Street Trust

    Fidelity Hastings Street Trust

    Fidelity Hereford Street Trust

    Fidelity Income Fund

    Fidelity Investment Trust

    Fidelity Magellan Fund

    Fidelity Massachusetts Municipal Trust

    Fidelity Money Market Trust

    Fidelity Mt. Vernon Street Trust

    Fidelity Municipal Trust

    Fidelity Municipal Trust II

    Fidelity New York Municipal Trust

    Fidelity New York Municipal Trust II

    Fidelity Newbury Street Trust

    Fidelity Oxford Street Trust

    Fidelity Phillips Street Trust

    Fidelity Puritan Trust

    Fidelity Revere Street Trust

    Fidelity School Street Trust

    Fidelity Securities Fund

    Fidelity Select Portfolios

    Fidelity Summer Street Trust

    Fidelity Trend Fund

    Fidelity Union Street Trust

    Fidelity Union Street Trust II

    Variable Insurance Products Fund

    Variable Insurance Products Fund II

    Variable Insurance Products Fund III

    Variable Insurance Products Fund IV

    plus any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as Trustee (collectively, the "Funds"), hereby constitute and appoint Joseph R. Fleming, John V. O'Hanlon, Robert W. Helm and Anthony H. Zacharski each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after January 1, 2007.

    WITNESS my hand on this first day of January 2007.

    /s/James H. Keyes

    James H. Keyes