N-CSR 1 Main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-649

Fidelity Puritan Trust
 (Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:

July 31

 

 

Date of reporting period:

July 31, 2014

Item 1. Reports to Stockholders

Fidelity®

Low-Priced Stock Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)

Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® Low-Priced Stock Fund

14.42%

17.70%

10.62%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Low-Priced Stock Fund, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Joel Tillinghast, Lead Portfolio Manager of Fidelity® Low-Priced Stock Fund: For the year, the fund's Retail Class shares returned 14.42%, easily outdistancing the 8.56% gain of the Russell 2000® Index. Stock picking was the primary driver of relative performance, particularly within information technology and consumer discretionary - two key areas of focus for the fund. Here, two large holdings were the fund's biggest contributors: U.K accessory retailer Next and disk-drive maker Seagate Technology. Next's stock rose on successful holiday sales and gains in its online catalog business, while Seagate rose on good demand for disk drives and a proposed acquisition that could extend its global reach. Conversely, a sizable cash position of 14%, on average, was a major detractor, as the rising market has made it difficult to find enough stocks under $35 per share that we consider attractively valued. Also, despite good stock picking in retailing overall, several names detracted, led by office products giant Staples, whose share price fell on shrinking margins. Domestic merchandise retailer Bed Bath & Beyond was another detractor, hurt by lower same-store sales and reduced margins.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense RatioB

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period*
February 1, 2014 to July 31, 2014

Low-Priced Stock

.87%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.60

$ 4.46

HypotheticalA

 

$ 1,000.00

$ 1,020.48

$ 4.36

Class K

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.00

$ 3.90

HypotheticalA

 

$ 1,000.00

$ 1,021.03

$ 3.81

A 5% return per year before expenses

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

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Next PLC

3.9

3.7

UnitedHealth Group, Inc.

3.8

3.6

Seagate Technology LLC

3.7

3.4

Microsoft Corp.

2.8

2.6

Best Buy Co., Inc.

2.2

1.7

Metro, Inc. Class A (sub. vtg.)

1.5

1.4

Ross Stores, Inc.

1.3

1.5

Unum Group

1.2

1.1

Oracle Corp.

1.2

1.1

Safeway, Inc.

1.1

0.9

 

22.7

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.3

24.8

Information Technology

19.6

18.9

Financials

11.5

11.1

Health Care

8.9

8.3

Industrials

7.7

7.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014 *

As of January 31, 2014 **

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Stocks 86.3%

 

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Stocks 85.6%

 

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Bonds 0.0%

 

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Bonds 0.3%

 

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Convertible
Securities 0.0%†

 

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Convertible
Securities 0.0%†

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 13.7%

 

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Short-Term
Investments and
Net Other Assets (Liabilities) 14.1%

 

* Foreign investments

39.7%

 

** Foreign investments

39.6%

 

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† Amount represents less than 0.1%

Annual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 86.3%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 24.3%

Auto Components - 1.5%

ASTI Corp. (e)

1,310,000

$ 2,661

ATLASBX Co. Ltd.

270,000

10,798

Federal Screw Works (a)

48,600

124

Hi-Lex Corp.

1,304,100

35,826

INZI Controls Co. Ltd. (e)

1,516,000

7,865

Johnson Controls, Inc.

6,969,600

329,244

Motonic Corp. (e)

3,250,000

47,265

Murakami Corp. (e)

828,000

11,394

Nippon Seiki Co. Ltd.

2,987,000

58,692

Piolax, Inc. (e)

970,800

37,494

Samsung Climate Control Co. Ltd. (e)

499,950

4,792

Sewon Precision Industries Co. Ltd. (e)

500,000

14,512

Shoei Co. Ltd.

597,400

9,506

SJM Co. Ltd. (e)

1,270,000

11,967

SJM Holdings Co. Ltd. (e)

1,332,974

6,085

Standard Motor Products, Inc.

485,900

17,517

Strattec Security Corp. (e)

214,200

13,458

Sungwoo Hitech Co. Ltd.

940,397

13,082

TBK Co. Ltd.

1,085,000

5,496

The Goodyear Tire & Rubber Co.

455,687

11,470

Yachiyo Industry Co. Ltd.

995,700

6,562

Yutaka Giken Co. Ltd. (e)

1,438,700

32,940

 

688,750

Distributors - 0.2%

Chori Co. Ltd.

246,500

3,115

Doshisha Co. Ltd. (e)

1,991,300

36,672

Educational Development Corp. (e)

375,592

1,803

Nakayamafuku Co. Ltd. (e)

1,043,900

8,185

SPK Corp.

229,600

4,284

Uni-Select, Inc. (e)

1,965,900

50,376

 

104,435

Diversified Consumer Services - 0.7%

American Public Education, Inc. (a)

24,900

889

Career Education Corp. (a)(e)

6,523,900

33,337

Clip Corp. (e)

319,000

3,253

DeVry, Inc.

679,900

27,176

Houghton Mifflin Harcourt Co.

1,030,000

18,035

ITT Educational Services, Inc. (a)

149,300

2,125

Matthews International Corp. Class A

242,146

10,531

Meiko Network Japan Co. Ltd.

970,800

12,408

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Novarese, Inc.

124,500

$ 1,009

Regis Corp.

1,796,500

25,025

Shingakukai Co. Ltd.

224,000

838

Shuei Yobiko Co. Ltd.

121,400

384

Steiner Leisure Ltd. (a)(e)

1,553,300

61,992

Step Co. Ltd. (e)

1,262,100

9,870

Strayer Education, Inc. (a)

9,800

508

Weight Watchers International, Inc. (d)(e)

4,645,800

100,767

YBM Sisa.com, Inc. (e)

900,000

3,758

 

311,905

Hotels, Restaurants & Leisure - 0.9%

Ambassadors Group, Inc. (a)(e)

1,718,656

7,390

Ark Restaurants Corp. (e)

209,095

4,456

BRONCO BILLY Co. Ltd.

63,100

2,301

Create Restaurants Holdings, Inc.

159,300

6,002

Darden Restaurants, Inc.

970,800

45,385

Fairwood Holdings Ltd.

597,500

1,285

Flanigan's Enterprises, Inc. (a)

58,557

872

Hiday Hidaka Corp. (e)

1,474,876

33,700

Ibersol SGPS SA

558,300

6,504

Intralot SA (a)

1,493,500

3,700

Jack in the Box, Inc.

1,194,700

68,325

Koshidaka Holdings Co. Ltd.

126,300

4,991

Kura Corp. Ltd.

821,400

21,788

Monogatari Corp. (The) (d)(e)

522,100

15,496

Ohsho Food Service Corp.

607,400

25,506

Papa John's International, Inc.

99,600

4,152

Ruby Tuesday, Inc. (a)(e)

5,230,266

31,434

Shinsegae Food Co. Ltd.

17,000

1,464

Sonic Corp. (a)(e)

4,035,800

83,339

Sportscene Group, Inc. Class A (e)

388,300

3,027

St. Marc Holdings Co. Ltd.

461,100

25,149

Toridoll.corporation

1,891,800

15,823

 

412,089

Household Durables - 2.6%

Abbey PLC (e)

2,087,807

30,448

Barratt Developments PLC (e)

81,644,400

481,338

Bellway PLC

4,779,200

121,918

Blyth, Inc. (d)

436,900

2,643

D.R. Horton, Inc.

5,179,900

107,224

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Dorel Industries, Inc. Class B (sub. vtg.)

3,155,200

$ 111,062

Emak SpA (d)

4,480,700

4,680

First Juken Co. Ltd. (e)

1,640,700

21,501

Helen of Troy Ltd. (a)(e)

2,761,600

148,105

Henry Boot PLC

4,430,000

13,836

HTL International Holdings Ltd. (a)(e)

28,153,500

6,374

Iida Group Holdings Co. Ltd.

248,900

3,709

Libbey, Inc. (a)

777,493

20,246

Maruzen Co. Ltd. (e)

1,862,000

17,696

NACCO Industries, Inc. Class A

301,000

14,355

P&F Industries, Inc. Class A (a)(e)

367,900

2,962

Sanei Architecture Planning Co. Ltd. (e)

1,418,300

12,065

Stanley Furniture Co., Inc. (a)(e)

1,153,700

2,988

Steinhoff International Holdings Ltd.

3,011,997

15,056

Steinhoff International Holdings Ltd. rights 8/1/14 (a)

499,649

75

Tempur Sealy International, Inc. (a)

944,900

51,695

Token Corp. (e)

970,840

44,843

 

1,234,819

Internet & Catalog Retail - 0.1%

Belluna Co. Ltd. (e)

10,056,200

48,790

PetMed Express, Inc. (d)

298,700

4,092

Wotif.com Holdings Ltd. (d)

4,177,930

12,828

 

65,710

Leisure Products - 0.2%

Accell Group NV (e)

2,347,000

43,386

Arctic Cat, Inc.

45,698

1,627

Fenix Outdoor AB

34,000

1,861

JAKKS Pacific, Inc. (d)

995,700

6,213

Kabe Husvagnar AB (B Shares)

323,600

5,489

Mars Engineering Corp.

547,600

11,110

Miroku Corp. (e)

825,000

2,570

Smith & Wesson Holding Corp. (a)(d)

1,166,200

14,403

Trigano SA (a)

155,300

3,922

 

90,581

Media - 0.6%

Chime Communications PLC

4,281,400

23,564

Cinderella Media Group Ltd.

16,428,000

2,725

Corus Entertainment, Inc. Class B (non-vtg.) (d)

498,400

11,016

DreamWorks Animation SKG, Inc. Class A (a)(d)

1,645,700

32,914

Gannett Co., Inc.

746,700

24,432

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

GfK AG

169,900

$ 7,712

Harte-Hanks, Inc.

988,500

6,485

Hyundai Hy Communications & Networks Co. Ltd.

1,688,910

7,660

Intage Holdings, Inc. (e)

1,991,300

28,886

Live Nation Entertainment, Inc. (a)

1,350,000

31,334

Pico Far East Holdings Ltd.

21,356,000

4,929

Proto Corp.

497,800

7,178

RKB Mainichi Broadcasting Corp.

249,000

2,472

Saga Communications, Inc. Class A

448,000

16,128

Starz - Liberty Capital Series A (a)

498,000

14,198

STW Group Ltd.

3,983,087

5,436

Television Broadcasts Ltd.

1,095,500

7,018

TOW Co. Ltd. (e)

1,187,300

7,918

TVA Group, Inc. Class B (non-vtg.) (a)

1,991,300

16,108

WOWOW INC.

45,900

1,916

 

260,029

Multiline Retail - 4.3%

Big Lots, Inc.

1,793,900

78,483

Don Quijote Holdings Co. Ltd.

572,500

30,934

Hanwha Galleria Timeworld Co. Ltd. (e)

340,990

15,301

Lifestyle International Holdings Ltd.

23,374,500

45,596

Next PLC (e)

16,129,700

1,843,594

Watts Co. Ltd. (e)

1,354,300

13,030

Zakkaya Bulldog Co. Ltd. (a)

388,300

585

 

2,027,523

Specialty Retail - 10.9%

Aarons, Inc. Class A

485,900

12,818

ABC-MART, Inc.

131,000

7,075

Abercrombie & Fitch Co. Class A (d)(e)

7,367,300

289,830

Adastria Holdings Co. Ltd.

616,550

13,929

Aeropostale, Inc. (a)(d)(e)

8,177,100

27,148

Ascena Retail Group, Inc. (a)

194,200

3,119

AT-Group Co. Ltd.

1,212,000

23,844

AutoZone, Inc. (a)

873,700

451,729

Bed Bath & Beyond, Inc. (a)

6,407,100

405,505

Best Buy Co., Inc. (e)

34,343,000

1,021,017

Big 5 Sporting Goods Corp.

249,900

2,477

BMTC Group, Inc. Class A (sub. vtg.) (e)

5,435,000

67,542

Bonia Corp. Bhd

2,000,000

895

Buffalo Co. Ltd.

34,300

290

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Cash Converters International Ltd. (d)(e)

23,696,853

$ 24,558

Chico's FAS, Inc.

1,800,000

28,458

CST Brands, Inc.

2,989,600

99,942

Delek Automotive Systems Ltd.

697,000

7,287

Destination Maternity Corp.

170,000

3,235

DSW, Inc. Class A

200,000

5,318

Folli Follie SA (a)(e)

4,190,400

175,629

Fourlis Holdings SA (a)

497,800

3,533

GameStop Corp. Class A (d)(e)

5,824,900

244,471

Glentel, Inc. (e)

2,190,456

21,636

GNC Holdings, Inc.

499,700

16,395

Goldlion Holdings Ltd.

14,437,000

6,232

Guess?, Inc. (e)

8,485,200

220,700

Gulliver International Co. Ltd. (e)

5,717,100

52,416

Halfords Group PLC

1,310,600

10,621

Hour Glass Ltd.

1,991,000

2,960

IA Group Corp. (e)

849,000

6,654

John David Group PLC

2,787,900

17,891

Jumbo SA (e)

11,418,268

171,244

K's Denki Corp.

2,887,400

82,549

Ku Holdings Co. Ltd.

870,900

5,290

Kyoto Kimono Yuzen Co. Ltd. (e)

1,589,900

15,644

Le Chateau, Inc. Class A (sub. vtg.) (a)

1,963,500

2,701

Leon's Furniture Ltd.

339,800

4,522

Lewis Group Ltd.

697,000

4,128

Macintosh Retail Group NV (a)

194,200

1,950

Mr. Bricolage SA (e)

1,008,475

19,662

Nafco Co. Ltd. (e)

2,271,100

38,984

Nishimatsuya Chain Co. Ltd. (e)

4,691,600

37,519

Office Depot, Inc. (a)

2,135,500

10,699

Pal Co. Ltd. (e)

1,553,300

43,884

Pier 1 Imports, Inc.

1,528,700

23,022

RIGHT ON Co. Ltd.

388,300

2,685

Ross Stores, Inc.

9,707,700

625,176

Second Chance Properties Ltd.

2,912,000

1,074

Second Chance Properties Ltd. warrants 7/24/17 (a)

8,737,000

180

Select Comfort Corp. (a)

1,950,000

39,390

Silvano Fashion Group A/S

7,900

18

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

995,700

24,215

Staples, Inc.

25,299,500

293,221

The Buckle, Inc. (d)

825,200

36,721

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

The Men's Wearhouse, Inc.

194,300

$ 9,777

The Stanley Gibbons Group PLC

1,095,200

5,806

USS Co. Ltd.

14,305,400

249,909

Williams-Sonoma, Inc.

194,300

13,032

Workman Co. Ltd. (e)

1,428,800

70,306

 

5,108,462

Textiles, Apparel & Luxury Goods - 2.3%

Adolfo Dominguez SA (a)

273,800

1,917

Bijou Brigitte Modische Accessoires AG

43,700

3,383

Coach, Inc.

700,000

24,192

Crocs, Inc. (a)

971,800

15,422

Daphne Interl Holdings Ltd.

972,000

426

Deckers Outdoor Corp. (a)

49,800

4,408

F&F Co. Ltd.

750,000

6,314

Fossil Group, Inc. (a)

2,281,500

223,587

Geox SpA (a)(d)

3,102,000

11,539

Gildan Activewear, Inc. (e)

7,113,100

416,798

Hampshire Group Ltd. (a)(e)

893,100

3,215

Handsome Co. Ltd. (e)

2,436,150

64,893

JLM Couture, Inc. (a)(e)

191,400

480

Ports Design Ltd. (a)

11,948,500

5,062

Steven Madden Ltd. (a)

568,500

18,107

Sun Hing Vision Group Holdings Ltd. (e)

23,239,000

7,647

Texwinca Holdings Ltd.

59,220,000

55,604

Tungtex Holdings Co. Ltd.

19,914,000

2,531

Van de Velde

72,811

3,856

Vera Bradley, Inc. (a)

896,200

17,772

Victory City International Holdings Ltd.

64,454,150

8,425

Youngone Corp.

650,000

26,805

Youngone Holdings Co. Ltd. (e)

929,000

70,566

Yue Yuen Industrial (Holdings) Ltd.

19,416,500

64,887

 

1,057,836

TOTAL CONSUMER DISCRETIONARY

11,362,139

CONSUMER STAPLES - 7.2%

Beverages - 0.6%

Baron de Ley SA (a)

155,200

15,555

C&C Group PLC

2,802,214

15,902

Monster Beverage Corp. (a)

2,621,200

167,652

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Muhak Co. Ltd. (a)(e)

2,699,502

$ 91,496

National Beverage Corp. (a)

99,600

1,707

Olvi PLC (A Shares)

19,900

667

Spritzer Bhd

600,000

418

Synergy Co. (a)

99,600

1,589

Yantai Changyu Pioneer Wine Co. Ltd. (B Shares)

488,360

1,351

 

296,337

Food & Staples Retailing - 4.7%

Aoki Super Co. Ltd.

100,000

824

Belc Co. Ltd. (e)

2,025,100

56,050

Cosmos Pharmaceutical Corp. (e)

1,796,000

220,093

Create SD Holdings Co. Ltd. (e)

2,162,000

78,557

Daikokutenbussan Co. Ltd.

679,500

19,507

Dong Suh Companies, Inc. (e)

5,233,820

98,054

Fyffes PLC (Ireland) (e)

28,870,100

40,978

Genky Stores, Inc. (d)(e)

233,000

9,170

Greggs PLC (e)

9,657,900

85,359

Halows Co. Ltd. (e)

1,578,200

17,545

Kusuri No Aoki Co. Ltd.

533,900

18,218

Majestic Wine PLC (d)

1,742,558

11,599

MARR SpA

398,300

6,608

Marukyu Co. Ltd.

364,200

3,988

Metro, Inc. Class A (sub. vtg.) (d)(e)

10,488,333

683,831

Qol Co. Ltd. (e)

2,053,100

11,928

Safeway, Inc. (e)

14,190,900

489,018

San-A Co. Ltd.

746,700

24,230

Sligro Food Group NV

1,692,600

67,654

Sundrug Co. Ltd.

2,388,600

107,237

Tesco PLC

10,679,000

46,333

Total Produce PLC

10,454,900

15,960

Walgreen Co.

320,700

22,055

Welcia Holdings Co. Ltd. (d)

331,087

21,199

Yaoko Co. Ltd.

909,200

51,284

 

2,207,279

Food Products - 1.6%

Aryzta AG

1,742,410

158,183

Cranswick PLC

1,045,412

22,292

Darling International, Inc. (a)

1,214,800

22,741

Dean Foods Co.

4,410,900

67,575

Devro PLC

2,897,800

12,476

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - continued

Dutch Lady Milk Industries Bhd

100,000

$ 1,465

Food Empire Holdings Ltd. (e)

50,968,000

15,401

Fresh Del Monte Produce, Inc. (e)

6,116,200

183,119

Hilton Food Group PLC

697,000

5,581

Lifeway Foods, Inc. (a)(d)

250,000

3,123

Nam Yang Dairy Products

11,000

9,090

Omega Protein Corp. (a)

49,800

698

Pacific Andes International Holdings Ltd.

80,083,308

3,185

Pacific Andes Resources Development Ltd.

125,542,774

12,146

Patties Food Ltd.

2,986,990

3,581

President Rice Products PCL

1,244,600

1,769

Rocky Mountain Chocolate Factory, Inc. (e)

482,382

6,174

Samyang Genex Co. Ltd.

93,060

11,606

Samyang Holdings Corp.

44,250

3,297

Seaboard Corp. (a)

46,200

131,762

Select Harvests Ltd. (e)

5,249,599

25,659

Sunjin Co. Ltd. (e)

813,630

29,546

Synear Food Holdings Ltd. (a)

38,027,000

0

United Food Holdings Ltd. (a)

21,746,000

1,273

 

731,742

Personal Products - 0.3%

Coty, Inc. Class A

2,000,000

34,220

Nutraceutical International Corp. (a)(e)

1,110,204

25,624

Oriflame Cosmetics SA SDR (d)

19,900

432

Sarantis SA (e)

2,280,500

24,399

USANA Health Sciences, Inc. (a)

388,300

24,793

 

109,468

Tobacco - 0.0%

Karelia Tobacco Co., Inc.

2,352

709

TOTAL CONSUMER STAPLES

3,345,535

ENERGY - 4.1%

Energy Equipment & Services - 1.6%

AKITA Drilling Ltd. Class A (non-vtg.)

1,725,200

25,743

Boustead Singapore Ltd.

3,983,000

5,865

Cal Dive International, Inc. (a)(d)(e)

5,874,400

6,403

Cathedral Energy Services Ltd.

1,554,800

6,132

Divestco, Inc. (a)(e)

3,397,500

514

Farstad Shipping ASA (e)

3,106,600

56,831

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Forum Energy Technologies, Inc. (a)

388,700

$ 12,940

Fugro NV (Certificaten Van Aandelen)

1,553,327

59,935

Key Energy Services, Inc. (a)

971,800

5,967

McDermott International, Inc. (a)(d)

1,652,100

12,060

Noble Corp.

99,700

3,128

Oil States International, Inc. (a)

1,941,500

118,995

Patterson-UTI Energy, Inc.

682,000

23,427

Petrofac Ltd.

495,400

9,175

Precision Drilling Corp.

1,394,400

17,380

ProSafe ASA

9,458,800

70,553

Rowan Companies PLC

510,000

15,565

Shinko Plantech Co. Ltd.

1,742,400

13,113

Solstad Offshore ASA

1,120,200

18,800

Total Energy Services, Inc. (e)

2,431,000

48,493

Unit Corp. (a)(e)

3,385,300

214,459

 

745,478

Oil, Gas & Consumable Fuels - 2.5%

Adams Resources & Energy, Inc.

154,251

10,079

Beach Energy Ltd.

15,432,814

24,008

Eni SpA

18,917,600

481,376

EP Energy Corp. (d)

961,300

19,226

Fuji Kosan Co. Ltd. (e)

746,700

4,721

Fuji Oil Co. Ltd. (e)

5,376,600

18,497

Great Eastern Shipping Co. Ltd.

4,800,000

28,995

Hankook Shell Oil Co. Ltd. (e)

67,000

32,938

HollyFrontier Corp.

308,900

14,521

Michang Oil Industrial Co. Ltd. (e)

173,900

12,084

Newfield Exploration Co. (a)

1,837,800

74,063

Peabody Energy Corp.

3,690,000

55,977

Stone Energy Corp. (a)

648,100

24,660

Swift Energy Co. (a)(d)(e)

4,361,400

48,193

Tesoro Corp.

1,941,600

119,486

The Williams Companies, Inc.

297,400

16,842

Tsakos Energy Navigation Ltd.

962,600

6,815

Uehara Sei Shoji Co. Ltd.

947,000

4,116

W&T Offshore, Inc. (e)

4,878,800

65,425

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

World Fuel Services Corp.

2,213,722

$ 95,079

WPX Energy, Inc. (a)

758,200

15,596

 

1,172,697

TOTAL ENERGY

1,918,175

FINANCIALS - 11.5%

Banks - 1.8%

ACNB Corp. (d)

119,500

2,233

Bank of Ireland (a) (d)

402,731,000

140,993

Barclays PLC

4,978

19

BBCN Bancorp, Inc.

2,465,300

37,029

Camden National Corp.

40,871

1,448

Cathay General Bancorp

3,285,700

84,081

Codorus Valley Bancorp, Inc. (e)

451,000

9,462

Customers Bancorp, Inc.

164,300

3,115

Dimeco, Inc.

28,340

1,162

Eagle Bancorp, Inc. (a)

534,500

17,804

East West Bancorp, Inc.

2,987,000

101,737

EFG Eurobank Ergasias SA (a)

315,580,000

141,986

Farmers & Merchants Bancorp, Inc.

44,800

1,176

First Bancorp, Puerto Rico (a)

7,428,572

38,183

First NBC Bank Holding Co. (a)

448,300

14,251

First West Virginia Bancorp, Inc.

43,789

833

Investors Bancorp, Inc.

3,123,200

32,325

LCNB Corp. (d)(e)

742,884

11,296

North Valley Bancorp (a)(e)

412,600

8,681

Northrim Bancorp, Inc. (e)

485,900

11,905

Norwood Financial Corp.

134,898

3,924

OFG Bancorp (d)(e)

2,504,542

39,972

Pacific Premier Bancorp, Inc. (a)(e)

922,300

13,189

Popular, Inc. (a)

1,747,500

55,745

SpareBank 1 SR-Bank ASA (primary capital certificate)

1,344,150

12,348

Sparebanken More (primary capital certificate)

241,845

7,733

Sparebanken Nord-Norge (d)

2,210,869

12,169

Sterling Bancorp

544,270

6,477

Susquehanna Bancshares, Inc.

134,600

1,370

TSB Banking Group PLC

6,809,700

32,881

 

845,527

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - 0.2%

AllianceBernstein Holding LP

665,000

$ 17,383

Federated Investors, Inc. Class B (non-vtg.) (d)

567,200

16,006

GFI Group, Inc.

5,824,900

26,387

State Street Corp.

368,500

25,957

Tullett Prebon PLC

1,493,500

6,251

 

91,984

Consumer Finance - 0.4%

Aeon Credit Service (Asia) Co. Ltd.

14,934,000

12,174

Albemarle & Bond Holdings PLC (a)(e)

3,171,445

356

EZCORP, Inc. (non-vtg.) Class A (a)

459,203

4,496

Green Dot Corp. Class A (a)(e)

1,991,300

35,823

H&T Group PLC

631,100

1,758

Nicholas Financial, Inc. (a)

254,000

3,307

Santander Consumer U.S.A. Holdings, Inc.

1,792,200

34,356

SLM Corp.

1,900,000

16,834

Synchrony Financial (a)

3,325,600

76,489

 

185,593

Diversified Financial Services - 0.3%

Credit Analysis & Research Ltd. (a)

50,000

989

Korea Ratings Corp.

2,349

81

Newship Ltd. (a)

2,500

1,055

NICE Holdings Co. Ltd.

1,175,000

14,764

NICE Information Service Co. Ltd.

2,800,000

9,203

Ricoh Leasing Co. Ltd.

890,700

25,757

The NASDAQ OMX Group, Inc.

387,900

16,366

Voya Financial, Inc.

2,389,600

88,654

 

156,869

Insurance - 7.7%

Admiral Group PLC

534,500

13,148

AEGON NV

55,821,900

452,697

AFLAC, Inc.

349,200

20,861

Amlin PLC

2,101,200

16,183

APRIL (e)

2,694,000

60,280

Assurant, Inc. (e)

5,096,800

322,933

Axis Capital Holdings Ltd. (e)

7,548,700

325,726

CNO Financial Group, Inc.

1,166,200

18,869

Endurance Specialty Holdings Ltd. (e)

2,524,100

133,500

FBD Holdings PLC

169,900

3,253

Genworth Financial, Inc. Class A (a)

21,948,600

287,527

Hartford Financial Services Group, Inc.

7,766,200

265,293

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

HCC Insurance Holdings, Inc.

534,400

$ 24,946

Hiscox Ltd.

199,185

2,268

Lincoln National Corp.

7,766,200

406,871

MBIA, Inc. (a)

200,000

1,916

Meadowbrook Insurance Group, Inc.

1,654,400

9,976

MetLife, Inc.

873,700

45,957

National Interstate Corp.

926,000

25,085

National Western Life Insurance Co. Class A

144,570

34,841

NN Group NV

1,294,594

36,491

Primerica, Inc.

525,200

24,201

Progressive Corp.

630,900

14,788

Protective Life Corp.

1,456,300

101,038

RenaissanceRe Holdings Ltd. (e)

3,009,500

294,359

Torchmark Corp.

825,650

43,545

Unum Group (e)

16,635,000

571,080

Validus Holdings Ltd.

1,842,000

67,288

 

3,624,920

Real Estate Investment Trusts - 0.3%

Annaly Capital Management, Inc.

7,280,000

80,808

CareTrust (REIT), Inc. (a)

270,962

4,623

Cedar Shopping Centers, Inc.

870,000

5,481

Corrections Corp. of America

485,900

15,656

Melcor Real Estate Investment Trust (e)

845,500

7,956

Nieuwe Steen Investments NV (d)

87,373

512

Northwest Healthcare Properties REIT (d)

1,263,400

11,460

Washington Prime Group, Inc. (a)

10,000

189

 

126,685

Real Estate Management & Development - 0.3%

Anabuki Kosan, Inc.

249,000

772

Devine Ltd. (a)

2,062,981

2,188

Leopalace21 Corp. (a)

4,978,300

22,163

Relo Holdings Corp. (e)

1,364,900

92,610

Tejon Ranch Co. (a)

149,300

4,270

 

122,003

Thrifts & Mortgage Finance - 0.5%

BofI Holding, Inc. (a)

194,300

14,493

Clifton Bancorp, Inc.

381,622

4,717

Genworth MI Canada, Inc. (e)

4,779,200

173,311

Genworth Mortgage Insurance Ltd.

8,463,138

26,889

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Meridian Bancorp, Inc. (a)

1,100,000

$ 11,946

New Hampshire Thrift Bancshares, Inc.

149,500

2,243

 

233,599

TOTAL FINANCIALS

5,387,180

HEALTH CARE - 8.9%

Biotechnology - 0.8%

Amgen, Inc.

2,912,400

371,011

Health Care Equipment & Supplies - 1.1%

Apex Biotechnology Corp.

1,400,000

2,782

Arts Optical International Holdings Ltd. (e)

32,978,640

10,016

Atrion Corp.

9,800

2,754

Audika SA (a)

292,700

5,181

Boston Scientific Corp. (a)

1,166,200

14,904

Exactech, Inc. (a)

48,600

1,105

Hoshiiryou Sanki Co. Ltd. (e)

349,500

10,695

Huvitz Co. Ltd. (e)

1,000,000

12,665

Invacare Corp.

874,600

13,093

Microlife Corp.

2,641,000

6,198

Mindray Medical International Ltd. sponsored ADR (d)

49,800

1,496

Nakanishi, Inc.

1,213,700

51,416

Prim SA (e)

1,683,700

14,023

ResMed, Inc. (d)

340,200

17,602

Span-America Medical System, Inc. (e)

280,600

5,472

St. Jude Medical, Inc.

2,389,600

155,778

Supermax Corp. Bhd

10,500,000

7,125

Techno Medica Co. Ltd.

45,000

1,029

Top Glove Corp. Bhd

1,000,000

1,445

Utah Medical Products, Inc. (e)

412,600

21,459

Zimmer Holdings, Inc.

1,792,200

179,345

 

535,583

Health Care Providers & Services - 6.0%

A/S One Corp.

248,900

7,467

Aetna, Inc.

4,978,300

385,968

Almost Family, Inc. (a)(e)

909,414

21,317

Amedisys, Inc. (a)

1,419,800

28,652

Bio-Reference Laboratories, Inc. (a)(d)

498,200

15,638

Diversicare Healthcare Services, Inc.

224,000

1,503

DVx, Inc. (e)

817,800

7,461

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

Grupo Casa Saba SA de CV (a)

12,584,200

$ 7,568

Hanger, Inc. (a)

97,200

3,076

Hi-Clearance, Inc.

400,000

1,228

LHC Group, Inc. (a)(e)

1,839,700

43,196

Medica Sur SA de CV

398,300

1,486

MEDNAX, Inc. (a)

194,200

11,493

National Healthcare Corp.

6,500

357

Pelion SA (e)

631,100

14,467

The Ensign Group, Inc.

684,200

22,531

Triple-S Management Corp. (a)(e)

2,425,534

41,913

Tsukui Corp. (e)

2,319,900

21,377

U.S. Physical Therapy, Inc.

487,100

17,019

United Drug PLC (United Kingdom)

10,226,319

61,360

UnitedHealth Group, Inc.

22,029,000

1,785,450

Universal American Spin Corp.

498,000

3,954

Wellcare Health Plans, Inc. (a)

796,500

49,686

WellPoint, Inc.

2,184,300

239,858

WIN-Partners Co. Ltd. (e)

1,480,600

17,424

 

2,811,449

Health Care Technology - 0.1%

Arrhythmia Research Technology, Inc. (a)

88,600

596

ND Software Co. Ltd. (e)

703,800

14,791

Quality Systems, Inc.

485,400

7,529

 

22,916

Life Sciences Tools & Services - 0.0%

CMIC Co. Ltd.

49,800

937

Pharmaceuticals - 0.9%

AbbVie, Inc.

242,700

12,703

Bliss Gvs Pharma Ltd. (a)

4,400,000

3,392

Daewon Pharmaceutical Co. Ltd. (e)

1,635,165

17,803

Daewoong Co. Ltd.

185,040

7,165

DongKook Pharmaceutical Co. Ltd. (e)

800,000

23,113

Endo Health Solutions, Inc. (a)

289,100

19,393

FDC Ltd.

3,600,000

8,297

Fuji Pharma Co. Ltd.

273,800

4,999

Il Dong Holdings Co. Ltd. (e)

2,506,600

33,888

Jeil Pharmaceutical Co. (e)

1,484,800

41,772

Kaken Pharmaceutical Co. Ltd.

121,000

2,704

Kwang Dong Pharmaceutical Co. Ltd. (e)

3,100,000

28,744

Mylan, Inc. (a)

437,300

21,590

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Pharmstandard OJSC (a)

19,900

$ 657

Phibro Animal Health Corp. Class A

1,493,900

28,324

Recordati SpA

6,471,800

107,026

Torrent Pharmaceuticals Ltd.

150,000

1,836

Tsumura & Co.

846,300

20,347

Whanin Pharmaceutical Co. Ltd. (e)

1,860,000

27,350

 

411,103

TOTAL HEALTH CARE

4,152,999

INDUSTRIALS - 7.7%

Aerospace & Defense - 0.1%

Engility Holdings, Inc. (a)

776,600

26,839

GenCorp, Inc. (non-vtg.) (a)(d)

595,300

10,567

Magellan Aerospace Corp.

622,300

6,906

Textron, Inc.

397,500

14,457

 

58,769

Air Freight & Logistics - 0.3%

Air T, Inc. (a)(e)

237,500

2,753

Atlas Air Worldwide Holdings, Inc. (a)(e)

2,021,942

69,191

Hub Group, Inc. Class A (a)

374,308

17,286

UTi Worldwide, Inc.

1,112,735

10,526

Yusen Logistics Co. Ltd. (e)

3,783,500

43,703

 

143,459

Airlines - 0.1%

JetBlue Airways Corp. (a)(d)

2,219,100

23,789

Republic Airways Holdings, Inc. (a)

1,095,300

10,887

SkyWest, Inc.

995,700

10,644

 

45,320

Building Products - 0.0%

Kingspan Group PLC (Ireland)

99,600

1,704

Kondotec, Inc. (e)

1,692,600

11,235

 

12,939

Commercial Services & Supplies - 1.3%

1010 Printing Group Ltd.

22,523,640

2,874

Aeon Delight Co. Ltd.

497,800

11,891

AJIS Co. Ltd. (e)

522,800

8,540

Asia File Corp. Bhd

2,800,000

6,405

CECO Environmental Corp.

777,500

10,558

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Civeo Corp.

5,029,700

$ 127,754

Fursys, Inc. (e)

950,000

30,525

Industrial Services of America, Inc. (a)(d)

81,500

497

Knoll, Inc. (e)

2,987,000

50,211

Mears Group PLC

1,658,915

13,023

Mitie Group PLC (e)

22,584,100

116,293

Moleskine SpA (a)(d)

348,500

569

Moshi Moshi Hotline, Inc.

796,500

7,772

Multi-Color Corp.

388,300

15,287

Nac Co. Ltd. (e)

1,213,500

16,765

NICE Total Cash Management Co., Ltd. (e)

2,601,400

6,502

Prestige International, Inc.

805,800

6,691

Progressive Waste Solution Ltd. (Canada)

1,004,400

25,212

RPS Group PLC

597,400

2,577

United Stationers, Inc. (e)

2,360,544

91,070

VICOM Ltd.

3,301,000

17,504

West Corp.

933,000

24,043

 

592,563

Construction & Engineering - 1.2%

AECOM Technology Corp. (a)(e)

7,615,400

258,543

Arcadis NV (d)

1,244,600

38,931

Astaldi SpA (d)

2,389,600

23,071

Ausdrill Ltd.

2,455,102

2,455

Badger Daylighting Ltd.

286,700

8,393

C-Cube Corp.

165,400

731

Daiichi Kensetsu Corp. (e)

2,024,900

28,865

Engineers India Ltd.

2,150,008

9,892

EPCO Co. Ltd. (d)

149,300

2,308

Foster Wheeler AG

374,500

12,344

Geumhwa PSC Co. Ltd. (e)

325,000

13,551

Heijmans NV (Certificaten Van Aandelen)

179,600

2,558

Jacobs Engineering Group, Inc. (a)

226,500

11,508

Kier Group PLC (d)

631,431

18,634

Kyeryong Construction Industrial Co. Ltd. (a)(e)

893,000

14,021

Meisei Industrial Co. Ltd.

1,294,000

7,178

Mirait Holdings Corp.

1,991,300

19,802

Nippon Rietec Co. Ltd.

1,155,000

8,888

Sanyo Engineering & Construction, Inc.

622,000

3,071

Severfield PLC (a)

3,236,033

3,305

Shinnihon Corp.

1,844,600

5,874

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Shinsegae Engineering & Construction Co. Ltd. (a)(e)

250,000

$ 4,744

ShoLodge, Inc. (a)(e)

486,027

2

Sterling Construction Co., Inc. (a)(e)

1,754,600

15,563

Tutor Perini Corp. (a)

647,200

17,623

United Integration Services Co. Ltd.

5,000,000

4,744

URS Corp.

342,472

19,613

Vianini Lavori SpA

697,000

4,816

 

561,028

Electrical Equipment - 0.7%

Aichi Electric Co. Ltd.

1,624,000

5,324

Aros Quality Group AB

849,500

10,991

AZZ, Inc. (e)

1,456,300

63,553

Babcock & Wilcox Co.

617,082

19,154

Bharat Heavy Electricals Ltd.

22,000,000

82,319

Chiyoda Integre Co. Ltd.

510,200

7,456

EnerSys

291,600

18,496

FW Thorpe PLC

4,978,300

11,136

GrafTech International Ltd. (a)

97,100

816

Graphite India Ltd.

2,200,000

3,955

Hammond Power Solutions, Inc. Class A

381,300

2,833

I-Sheng Electric Wire & Cable Co. Ltd. (e)

12,500,000

17,949

Jinpan International Ltd.

366,640

2,229

Korea Electric Terminal Co. Ltd. (e)

700,000

30,276

Servotronics, Inc. (e)

159,300

1,053

TKH Group NV unit (e)

2,091,000

65,799

Universal Security Instruments, Inc. (a)(e)

234,255

857

 

344,196

Industrial Conglomerates - 1.0%

DCC PLC (United Kingdom) (e)

7,965,300

455,343

Reunert Ltd.

1,991,400

11,939

 

467,282

Machinery - 1.5%

Aalberts Industries NV (e)

9,222,700

281,757

Allison Transmission Holdings, Inc.

619,400

18,136

ASL Marine Holdings Ltd. (e)

31,133,000

16,853

CKD Corp.

1,553,300

13,867

Foremost Income Fund

2,141,103

11,488

Gencor Industries, Inc. (a)(e)

448,300

4,833

Global Brass & Copper Holdings, Inc. (e)

1,121,100

17,018

Hurco Companies, Inc. (e)

623,300

20,014

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Hwacheon Machine Tool Co. Ltd. (e)

219,900

$ 13,316

Hyster-Yale Materials Handling:

Class A

242,700

19,440

Class B (a)

310,000

24,831

Ihara Science Corp. (e)

1,111,100

9,965

Jaya Holdings Ltd. (e)

72,490,000

3,588

Kyowakogyosyo Co. Ltd. (e)

364,000

2,650

Metka SA

821,400

13,309

Mincon Group PLC (a)

2,385,960

2,431

Mirle Automation Corp.

4,000,000

3,847

Nadex Co. Ltd. (e)

932,000

5,729

Nakano Refrigerators Co. Ltd.

19,900

550

Nitchitsu Co. Ltd.

422,000

867

Oshkosh Truck Corp.

2,290,000

105,844

S&T Holdings Co. Ltd. (e)

810,000

13,996

Semperit AG Holding

524,100

29,328

SIMPAC, Inc.

583,000

4,059

Takamatsu Machinery Co. Ltd.

412,600

3,370

Takeuchi Manufacturing Co. Ltd. (d)

100,000

4,102

Techno Smart Corp. (e)

1,050,000

5,246

Tocalo Co. Ltd. (e)

922,300

15,754

TriMas Corp. (a)

388,700

12,314

Trinity Industrial Corp.

823,000

3,491

Valmet Corp.

321,900

3,386

Young Poong Precision Corp.

138,011

1,461

 

686,840

Marine - 0.0%

DryShips, Inc. (d)

2,403,000

6,873

Matson, Inc.

12,900

348

Tokyo Kisen Co. Ltd. (e)

971,000

5,487

 

12,708

Professional Services - 0.6%

Akka Technologies SA (e)

1,176,241

41,030

Boardroom Ltd.

3,016,142

1,405

CBIZ, Inc. (a)

970,800

7,922

Clarius Group Ltd. (a)

4,121,898

978

CRA International, Inc. (a)(e)

982,600

23,464

Exova Group Ltd. PLC (a)

4,977,800

19,413

FTI Consulting, Inc. (a)

315,000

11,642

Hyder Consulting PLC

647,200

7,026

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Professional Services - continued

ICF International, Inc. (a)

119,371

$ 4,127

McMillan Shakespeare Ltd.

49,759

435

Sporton International, Inc.

1,400,600

6,681

Stantec, Inc.

2,041,100

129,503

Synergie SA

149,300

3,565

VSE Corp. (e)

515,440

30,705

 

287,896

Road & Rail - 0.4%

Alps Logistics Co. Ltd. (e)

1,673,400

17,922

CSX Corp.

679,500

20,331

Hamakyorex Co. Ltd. (e)

733,900

22,785

Higashi Twenty One Co. Ltd.

94,600

524

Hutech Norin Co. Ltd. (e)

1,013,300

10,027

Roadrunner Transportation Systems, Inc. (a)

583,000

14,657

Sakai Moving Service Co. Ltd. (d)(e)

762,700

28,310

Trancom Co. Ltd. (e)

1,002,200

39,830

Universal Truckload Services, Inc.

537,309

13,051

 

167,437

Trading Companies & Distributors - 0.4%

AddTech AB (B Shares)

1,443,800

23,023

AerCap Holdings NV (a)

432,496

18,870

Goodfellow, Inc. (e)

846,900

7,612

Hanwa Co. Ltd.

631,000

2,617

HD Supply Holdings, Inc. (a)

362,200

9,207

Houston Wire & Cable Co. (e)

1,224,700

14,709

KS Energy Services Ltd. (a)

15,433,000

5,754

Meiwa Corp.

391,400

1,645

Mitani Shoji Co. Ltd.

778,200

21,637

Otec Corp.

145,700

1,153

Parker Corp. (e)

2,601,000

10,561

Richelieu Hardware Ltd. (d)

339,800

15,984

Senshu Electric Co. Ltd. (e)

1,048,400

15,708

Strongco Corp. (a)(e)

995,388

3,296

Tanaka Co. Ltd.

42,700

277

TECHNO ASSOCIE Co. Ltd.

275,600

2,601

Titan Machinery, Inc. (a)(e)

1,124,800

16,490

Totech Corp. (e)

1,018,900

7,537

 

178,681

Transportation Infrastructure - 0.1%

Isewan Terminal Service Co. Ltd. (e)

1,524,300

9,659

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Transportation Infrastructure - continued

Meiko Transportation Co. Ltd.

971,000

$ 9,682

Sinwa Ltd. (e)

23,420,000

4,865

Wesco Aircraft Holdings, Inc. (a)

680,200

12,890

 

37,096

TOTAL INDUSTRIALS

3,596,214

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 0.4%

Bel Fuse, Inc. Class A (e)

233,500

5,387

Black Box Corp. (e)

1,748,340

36,191

Calix Networks, Inc. (a)

1,044,300

9,702

ClearOne, Inc. (a)

203,900

1,966

Ixia (a)

1,216,000

13,011

Juniper Networks, Inc.

185,000

4,355

Mitel Networks Corp. (a)

1,692,600

18,737

NETGEAR, Inc. (a)(e)

2,468,300

77,282

Parrot SA (a)

145,700

3,365

Polycom, Inc. (a)

355,000

4,551

Tessco Technologies, Inc. (e)

510,100

15,558

 

190,105

Electronic Equipment & Components - 3.1%

A&D Co. Ltd. (d)

1,095,200

5,682

AAC Technology Holdings, Inc.

398,500

2,363

Beijer Electronics AB

96,500

850

CDW Corp.

680,200

21,011

DigiTech Systems Co., Ltd. (a)

725,000

1,495

Dynapack International Technology Corp.

3,200,000

8,866

Elec & Eltek International Co. Ltd.

1,747,000

2,687

Elematec Corp. (e)

1,165,000

21,667

Excel Co. Ltd. (e)

883,300

17,995

Fabrinet (a)

248,900

4,630

Hana Microelectronics PCL (For. Reg.)

5,131,900

5,903

Hi-P International Ltd.

20,460,000

10,580

Hon Hai Precision Industry Co. Ltd. (Foxconn)

141,500,000

483,707

Huan Hsin Holdings Ltd. (a)

5,825,000

93

IDIS Holdings Co. Ltd. (e)

800,000

10,574

Image Sensing Systems, Inc. (a)(e)

355,085

902

Insight Enterprises, Inc. (a)

775,000

20,359

Intelligent Digital Integrated Security Co. Ltd. (e)

941,210

14,181

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

INTOPS Co. Ltd. (e)

859,900

$ 15,300

Isra Vision AG (e)

425,300

26,613

Jabil Circuit, Inc.

434,300

8,669

Kingboard Chemical Holdings Ltd. (e)

91,800,000

192,634

Kingboard Laminates Holdings Ltd.

8,737,500

3,606

Kitagawa Industries Co. Ltd.

97,100

983

Lumax International Corp. Ltd.

1,400,000

3,278

Mesa Laboratories, Inc. (e)

301,000

23,017

Multi-Fineline Electronix, Inc. (a)(e)

2,403,397

23,457

Muramoto Electronic Thailand PCL (For. Reg.) (e)

1,493,500

9,776

Nippo Ltd. (e)

885,621

3,637

Orbotech Ltd. (a)

970,800

15,659

Pinnacle Technology Holdings Ltd. (e)

9,260,100

11,606

Redington India Ltd.

4,350,000

7,089

Rofin-Sinar Technologies, Inc. (a)

174,200

3,803

ScanSource, Inc. (a)(e)

1,991,300

71,308

Shibaura Electronics Co. Ltd. (e)

755,100

15,062

Sigmatron International, Inc. (a)

200,000

2,230

Simplo Technology Co. Ltd.

7,000,000

37,896

SYNNEX Corp. (a)(e)

3,402,700

219,474

Taitron Components, Inc. Class A (sub. vtg.) (a)

250,400

243

Tomen Devices Corp. (e)

660,200

11,462

Tomen Electronics Corp. (e)

1,448,900

23,083

Tripod Technology Corp.

600,000

1,133

UKC Holdings Corp. (e)

1,524,200

23,792

Venture Corp. Ltd.

2,589,000

16,808

VST Holdings Ltd. (e)

145,040,000

37,074

Wireless Telecom Group, Inc. (a)

487,900

1,234

XAC Automation Corp.

1,500,000

1,786

 

1,445,257

Internet Software & Services - 0.2%

Blucora, Inc. (a)

456,800

7,798

Conversant, Inc. (a)(d)

680,200

15,896

DeNA Co. Ltd. (d)

597,400

7,705

Gabia, Inc. (e)

1,342,000

6,631

Liquidity Services, Inc. (a)(d)

1,593,500

21,496

Melbourne IT Ltd. (e)

7,946,121

11,855

NetGem SA

995,700

3,320

Rentabiliweb Group SA (a)

89,600

1,014

SBS Contents Hub Co. Ltd.

200,000

2,965

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

Softbank Technology Corp. (d)

250,900

$ 3,697

Stamps.com, Inc. (a)

204,098

6,456

UANGEL Corp. (e)

750,000

2,764

Yahoo!, Inc. (a)

368,900

13,210

 

104,807

IT Services - 4.7%

ALTEN

859,500

41,427

Amdocs Ltd.

7,983,200

361,958

Argo Graphics, Inc.

448,000

7,488

Blackhawk Network Holdings, Inc. (a)

2,005,486

55,933

Calian Technologies Ltd. (e)

755,800

14,688

CGI Group, Inc. Class A (sub. vtg.) (a)

534,500

19,172

Computer Sciences Corp.

4,611,700

287,724

Computer Services, Inc.

273,800

9,597

CSE Global Ltd. (e)

47,657,000

27,687

Data#3 Ltd.

3,285,689

2,484

Datalink Corp. (a)

897,859

10,146

Dimerco Data System Corp.

600,000

442

eClerx

1,250,000

26,682

EOH Holdings Ltd. (e)

7,766,200

68,225

EPAM Systems, Inc. (a)

498,100

19,257

Estore Corp.

126,300

1,132

EVERTEC, Inc.

597,400

13,358

ExlService Holdings, Inc. (a)

332,524

9,327

Genpact Ltd. (a)

583,000

10,261

Heartland Payment Systems, Inc. (d)(e)

1,941,617

92,227

Hexaware Technologies Ltd.

600,000

1,398

HIQ International AB

821,400

4,418

Indra Sistemas (d)(e)

15,930,600

246,916

Know IT AB (e)

1,676,600

14,765

Korea Information & Communication Co. Ltd. (a)

200,000

1,135

Leidos Holdings, Inc.

1,213,500

44,827

Luxoft Holding, Inc. (a)

121,400

3,859

ManTech International Corp. Class A

1,792,200

48,389

Mastek Ltd. (e)

2,025,000

6,384

NCI, Inc. Class A (a)(e)

871,230

7,824

Neustar, Inc. Class A (a)(d)

2,365,607

65,906

Panasonic Information Systems Co. (e)

617,300

16,217

Rolta India Ltd.

2,699,942

4,720

Science Applications International Corp.

728,100

30,413

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

Societe Pour L'Informatique Industrielle SA (e)

1,941,600

$ 18,979

Softcreate Co. Ltd.

310,600

2,623

Sopra Group SA

18,561

2,009

The Western Union Co.

21,108,100

368,759

Total System Services, Inc.

995,700

31,862

TravelSky Technology Ltd. (H Shares)

3,000,000

2,708

Unisys Corp. (a)

429,900

9,153

Vantiv, Inc. (a)

583,100

19,114

VeriFone Systems, Inc. (a)

846,800

28,376

Xerox Corp.

9,956,600

132,025

 

2,191,994

Semiconductors & Semiconductor Equipment - 0.6%

Alpha & Omega Semiconductor Ltd. (a)(e)

2,475,600

22,652

Audience, Inc. (a)

538,300

5,130

Axell Corp. (e)

896,100

14,165

Broadcom Corp. Class A

343,600

13,146

Lasertec Corp. (a)

497,800

5,074

Leeno Industrial, Inc. (e)

850,000

29,484

Melexis NV (e)

2,987,000

138,271

Miraial Co. Ltd.

210,600

3,545

Nextchip Co. Ltd. (a)(e)

1,070,110

2,932

Phison Electronics Corp.

300,000

2,193

Powertech Technology, Inc.

9,460,000

15,745

Telechips, Inc. (a)(e)

1,058,800

4,533

Trio-Tech International (a)(e)

278,800

1,032

Varitronix International Ltd.

8,463,000

7,762

Y.A.C. Co., Ltd.

448,800

2,958

 

268,622

Software - 5.5%

AdaptIT Holdings Ltd.

3,285,700

2,445

ANSYS, Inc. (a)(e)

4,853,900

373,459

Autodesk, Inc. (a)

192,200

10,254

AVG Technologies NV (a)

351,100

5,969

Axway Software SA

48,600

1,266

BroadSoft, Inc. (a)

253,200

6,178

Cybernet Systems Co. Ltd. (e)

1,990,100

7,278

Ebix, Inc. (d)(e)

2,591,600

32,550

Exact Holdings NV

697,000

29,026

Geodesic Ltd. (a)(e)

4,873,000

141

ICT Automatisering NV (e)

848,500

5,754

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

IGE + XAO SA

38,800

$ 3,089

Infomedia Ltd.

11,947,959

9,507

InfoVine Co. Ltd. (e)

175,000

4,567

init innovation in traffic systems AG

9,708

251

Jorudan Co. Ltd. (e)

509,700

3,396

King Digital Entertainment PLC (a)(d)

299,300

5,821

KPIT Cummins Infosystems Ltd.

7,000,000

17,843

KSK Co., Ltd. (e)

622,600

4,659

Micro Focus International PLC

398,300

5,716

Microsoft Corp.

30,069,000

1,297,778

Net 1 UEPS Technologies, Inc. (a)

697,000

7,423

NIIT Technologies Ltd.

2,018,000

12,488

Nuance Communications, Inc. (a)

478,500

8,699

Nucleus Software Exports Ltd. (e)

2,200,000

7,468

Oracle Corp.

13,176,200

532,187

Parametric Technology Corp. (a)

601,188

21,619

Pro-Ship, Inc.

147,800

3,620

Software AG (Bearer) (d)

3,484,800

87,587

Sword Group (e)

588,700

14,347

Symantec Corp.

591,400

13,993

Synopsys, Inc. (a)

340,200

12,849

Vasco Data Security International, Inc. (a)

1,700,400

23,074

Vitec Software Group AB

203,900

3,990

Zensar Technologies Ltd.

738,500

5,111

 

2,581,402

Technology Hardware, Storage & Peripherals - 5.1%

Compal Electronics, Inc.

150,050,000

137,783

EMC Corp.

536,700

15,725

Hewlett-Packard Co.

6,355,500

226,319

Lexmark International, Inc. Class A

1,891,800

90,863

Logitech International SA (Reg.) (d)

4,231,570

62,397

NCR Corp. (a)

693,400

21,461

QLogic Corp. (a)

962,956

8,763

Quantum Corp. (a)

6,537,100

8,171

Seagate Technology LLC (e)

29,123,200

1,706,620

Silicon Graphics International Corp. (a)

917,400

8,724

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - continued

Super Micro Computer, Inc. (a)(e)

2,247,322

$ 58,812

TPV Technology Ltd.

81,548,000

17,527

 

2,363,165

TOTAL INFORMATION TECHNOLOGY

9,145,352

MATERIALS - 2.8%

Chemicals - 2.0%

Aditya Birla Chemicals India Ltd. (a)(e)

2,338,600

7,838

C. Uyemura & Co. Ltd. (e)

622,300

34,020

Chase Corp. (e)

878,586

29,652

Core Molding Technologies, Inc. (a)(e)

398,300

5,277

Deepak Fertilisers and Petrochemicals Corp. Ltd. (e)

7,569,000

20,290

Deepak Nitrite Ltd. (e)

6,000,000

7,934

EcoGreen Fine Chemical Group Ltd. (e)

43,796,000

13,710

FMC Corp.

2,912,300

189,940

Fujikura Kasei Co., Ltd. (e)

3,176,200

16,414

Fuso Chemical Co. Ltd.

261,600

9,043

Gujarat Narmada Valley Fertilizers Co. (e)

11,757,397

17,956

Gujarat State Fertilizers & Chemicals Ltd. (e)

31,000,000

39,198

Honshu Chemical Industry Co. Ltd. (e)

923,000

7,278

Huabao International Holdings Ltd.

2,987,000

2,169

Innospec, Inc.

970,800

39,036

Intrepid Potash, Inc. (a)(d)

777,500

11,515

KPC Holdings Corp.

43,478

2,828

KPX Chemical Co. Ltd.

163,083

9,257

KPX Green Chemical Co. Ltd.

200,000

1,174

Kraton Performance Polymers, Inc. (a)

1,095,200

22,572

Miwon Chemicals Co. Ltd.

55,095

1,905

Miwon Commercial Co. Ltd. (a)

13,819

2,279

Muto Seiko Co. Ltd.

291,200

1,752

Nano Chem Tech, Inc.

125,000

424

Nuplex Industries Ltd.

4,304,414

10,860

OM Group, Inc. (e)

1,941,600

54,889

PolyOne Corp.

335,300

12,725

RPM International, Inc.

388,700

17,173

SK Kaken Co. Ltd.

378,000

31,897

Soda Aromatic Co. Ltd.

275,700

2,509

Soken Chemical & Engineer Co. Ltd. (e)

781,500

8,865

T&K Toka Co. Ltd. (e)

796,500

16,827

Thai Carbon Black PCL (For. Reg.)

13,441,500

10,036

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Thai Rayon PCL (For. Reg.)

3,186,100

$ 3,325

Tronox Ltd. Class A

691,700

18,358

Yara International ASA

4,480,900

205,357

Yip's Chemical Holdings Ltd. (e)

30,096,000

19,617

 

905,899

Construction Materials - 0.1%

Brampton Brick Ltd. Class A (sub. vtg.) (a)

825,900

4,355

Mitani Sekisan Co. Ltd. (e)

1,742,400

26,116

Titan Cement Co. SA (Reg.)

746,700

22,997

 

53,468

Containers & Packaging - 0.3%

AMVIG Holdings Ltd.

100,000

38

Ball Corp.

280,630

17,191

Chuoh Pack Industry Co. Ltd. (e)

495,000

6,250

Kohsoku Corp. (e)

2,036,100

18,643

Samhwa Crown & Closure Co. Ltd.

50,000

1,615

Sealed Air Corp.

485,900

15,607

Silgan Holdings, Inc.

873,700

43,004

Sonoco Products Co.

372,800

14,591

Starlite Holdings Ltd.

2,914,000

170

The Pack Corp. (e)

1,931,900

38,239

 

155,348

Metals & Mining - 0.4%

Alconix Corp. (e)

1,233,800

18,564

Blue Earth Refineries, Inc. (a)

266,309

0

Chubu Steel Plate Co. Ltd.

485,400

2,566

Cliffs Natural Resources, Inc. (d)

800,000

13,960

Compania de Minas Buenaventura SA sponsored ADR

2,240,200

26,233

Fortescue Metals Group Ltd.

1,511,268

6,775

Freeport-McMoRan Copper & Gold, Inc.

424,600

15,804

Handy & Harman Ltd. (a)

34,700

781

Hill & Smith Holdings PLC

2,090,900

17,933

Korea Steel Shapes Co. Ltd.

34,000

1,111

Orosur Mining, Inc. (a)

3,484,800

799

Orvana Minerals Corp. (a)

896,097

403

Pacific Metals Co. Ltd. (a)

4,466,000

21,969

Sherritt International Corp.

1,553,300

6,382

Tohoku Steel Co. Ltd. (e)

733,000

9,460

Tokyo Kohtetsu Co. Ltd. (e)

1,393,900

5,646

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Metals & Mining - continued

Tokyo Tekko Co. Ltd. (e)

4,466,000

$ 23,726

Webco Industries, Inc. (a)

8,922

749

 

172,861

Paper & Forest Products - 0.0%

Cardinal Co. Ltd.

67,300

393

Stella-Jones, Inc. (a)

600,000

14,858

 

15,251

TOTAL MATERIALS

1,302,827

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

APT Satellite Holdings Ltd.

96,500

142

Asia Satellite Telecommunications Holdings Ltd.

398,500

1,376

Atlantic Tele-Network, Inc.

248,900

14,563

 

16,081

UTILITIES - 0.2%

Electric Utilities - 0.1%

Exelon Corp.

970,800

30,172

Gas Utilities - 0.1%

GAIL India Ltd.

1,200,000

8,609

Hokuriku Gas Co.

1,792,000

4,595

K&O Energy Group, Inc. (a)

501,000

7,352

Keiyo Gas Co. Ltd.

606,000

2,975

KyungDong City Gas Co. Ltd.

153,670

18,214

Kyungnam Energy Co. Ltd.

200,000

1,422

 

43,167

Independent Power Producers & Energy Traders - 0.0%

Mega First Corp. Bhd (e)

22,662,000

16,087

Multi-Utilities - 0.0%

CMS Energy Corp.

892,900

25,832

Water Utilities - 0.0%

Manila Water Co., Inc.

972,500

596

TOTAL UTILITIES

115,854

TOTAL COMMON STOCKS

(Cost $21,775,405)


40,342,356

Nonconvertible Preferred Stocks - 0.0%

Shares

Value (000s)

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Nam Yang Dairy Products

4,917

$ 1,720

MATERIALS - 0.0%

Construction Materials - 0.0%

Buzzi Unicem SpA (Risparmio Shares)

1,991,300

19,945

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $17,101)


21,665

Convertible Bonds - 0.0%

 

Principal Amount (000s)

 

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

USEC, Inc. 3% 10/1/14

(Cost $35,937)

$ 36,060


11,629

Money Market Funds - 14.9%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

6,523,404,635

6,523,405

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

448,565,903

448,566

TOTAL MONEY MARKET FUNDS

(Cost $6,971,971)


6,971,971

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $28,800,414)

47,347,621

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(574,370)

NET ASSETS - 100%

$ 46,773,251

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 6,537

Fidelity Securities Lending Cash Central Fund

11,318

Total

$ 17,855

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Aalberts Industries NV

$ 239,370

$ -

$ 9,227*

$ 4,464

$ 281,757

Aastra Technologies Ltd.

25,843

-

26,530

6,268

-

Abbey PLC

23,711

38

978*

261

30,448

Abercrombie & Fitch Co. Class A

299,220

55,586

10,909*

5,679

289,830

Accell Group NV

43,841

602

1,409*

1,526

43,386

Aditya Birla Chemicals India Ltd.

2,707

-

-

34

7,838

AECOM Technology Corp.

256,108

8,605

7,133*

-

258,543

Aeropostale, Inc.

123,720

-

-

-

27,148

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Air T, Inc.

$ 2,571

$ -

$ 92*

$ -

$ 2,753

AJIS Co. Ltd.

7,441

-

239*

209

8,540

Akka Technologies SA

22,673

10,918

1,098*

756

41,030

Albemarle & Bond Holdings PLC

5,818

1,227

25*

-

356

Alconix Corp.

12,209

-

405*

371

18,564

Almost Family, Inc.

17,921

-

658*

-

21,317

Alpha & Omega Semiconductor Ltd.

19,508

-

563*

-

22,652

Alps Logistics Co. Ltd.

18,309

-

544*

544

17,922

Ambassadors Group, Inc.

6,444

-

202*

-

7,390

Amdocs Ltd.

328,084

-

24,483*

4,711

-

ANSYS, Inc.

399,200

-

11,122*

-

373,459

APRIL

51,140

5,538

1,888*

1,588

60,280

Ark Restaurants Corp.

4,734

-

348*

221

4,456

Arrhythmia Research Technology, Inc.

629

-

896*

-

-

Arts Optical International Holdings Ltd.

7,534

-

261*

216

10,016

ASL Marine Holdings Ltd.

8,850

7,855

492*

336

16,853

Assurant, Inc.

284,340

-

10,031*

5,320

322,933

ASTI Corp.

3,128

200

79*

12

2,661

Atlas Air Worldwide Holdings, Inc.

-

68,861

1,521*

-

69,191

Avery Dennison Corp.

284,036

-

292,337

1,914

-

Axell Corp.

17,837

-

474*

457

14,165

Axis Capital Holdings Ltd.

345,875

-

17,618*

8,266

325,726

AZZ, Inc.

56,745

-

1,931*

829

63,553

Barratt Developments
PLC

416,580

685

16,732*

7,817

481,338

Bel Fuse, Inc. Class A

4,238

-

1,098*

61

5,387

Belc Co. Ltd.

36,624

-

1,198*

767

56,050

Belluna Co. Ltd.

51,620

754

1,407*

1,150

48,790

Best Buy Co., Inc.

717,045

301,265

38,698*

19,767

1,021,017

Black Box Corp.

48,731

-

1,200*

658

36,191

Blackhawk Network Holdings, Inc.

-

49,251

2,044

-

-

BMTC Group, Inc. Class A (sub. vtg.)

73,987

-

2,194*

1,089

67,542

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

C. Uyemura & Co. Ltd.

$ 30,116

$ -

$ 1,548*

$ 506

$ 34,020

Cal Dive International, Inc.

12,984

-

1,192*

-

6,403

Calian Technologies Ltd.

13,833

-

386*

690

14,688

Career Education Corp.

21,638

-

1,284*

-

33,337

Cash Converters International Ltd.

24,925

880

636*

866

24,558

Cathay General Bancorp

98,010

-

21,549*

637

-

CEC Entertainment, Inc.

83,180

-

106,946

980

-

Chase Corp.

25,113

-

865*

407

29,652

Chime Communications PLC

20,234

-

2,242*

536

-

Chuoh Pack Industry Co. Ltd.

5,469

-

157*

184

6,250

Citi Trends, Inc.

15,499

-

18,365*

-

-

CKD Corp.

30,600

-

23,620*

428

-

Clip Corp.

3,635

-

103*

141

3,253

Codorus Valley Bancorp, Inc.

3,624

5,095

201*

156

9,462

Core Molding Technologies, Inc.

3,240

1,397

1,460*

-

5,277

Cosmos Pharmaceutical Corp.

196,696

-

5,784*

889

220,093

CRA International, Inc.

17,417

2,084

743*

-

23,464

Create SD Holdings Co. Ltd.

81,087

-

2,076*

1,130

78,557

CSE Global Ltd.

30,745

1,229

687*

12,541

27,687

Cybernet Systems Co. Ltd.

6,574

-

210*

292

7,278

Daewon Pharmaceutical Co. Ltd.

17,353

580

-

92

17,803

Daiichi Kensetsu Corp.

23,493

699

808*

395

28,865

DCC PLC (United Kingdom)

336,898

-

18,829*

10,310

455,343

Deepak Fertilisers and Petrochemicals Corp. Ltd.

10,529

-

-

817

20,290

Deepak Nitrite Ltd.

2,686

112

431

99

7,934

Diversicare Healthcare Services, Inc.

1,844

-

791*

70

-

Divestco, Inc.

576

-

23*

-

514

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Dong Suh Companies, Inc.

$ 69,080

$ 10,228

$ -

$ 2,016

$ 98,054

DongKook Pharmaceutical Co. Ltd.

17,758

10,076

-

138

23,113

Doshisha Co. Ltd.

23,239

5,772

899*

506

36,672

DVx, Inc.

7,872

-

270*

109

7,461

Ebix, Inc.

30,740

3,334

3,277*

373

32,550

EcoGreen Fine Chemical Group Ltd.

8,492

-

295*

490

13,710

Educational Development Corp.

1,203

-

41*

123

1,803

Elematec Corp.

9,892

6,853

664*

526

21,667

Endurance Specialty Holdings Ltd.

136,838

-

4,025*

3,410

133,500

EOH Holdings Ltd.

49,769

17

4,515*

687

68,225

Excel Co. Ltd.

10,640

-

322

262

17,995

F&F Co. Ltd.

4,912

-

647

65

-

Farstad Shipping ASA

69,780

-

1,821*

1,180

56,831

Federal Screw Works

237

-

118*

-

-

First Juken Co. Ltd.

22,801

-

635*

603

21,501

Folli Follie SA

102,612

713

8,357*

-

175,629

Food Empire Holdings Ltd.

27,265

-

494*

230

15,401

Foremost Income Fund

17,094

-

-

556

-

Fresh Del Monte Produce, Inc.

176,967

-

5,185*

3,130

183,119

Fuji Kosan Co. Ltd.

315

4,555

148*

106

4,721

Fuji Oil Co. Ltd. (formerly AOC Holdings, Inc.)

19,711

-

1,946*

260

18,497

Fujikura Kasei Co., Ltd.

15,404

-

561*

413

16,414

Fursys, Inc.

22,429

2,184

-

524

30,525

Fyffes PLC (Ireland)

26,042

869

1,427*

858

40,978

Gabia, Inc.

3,523

3,472

-

14

6,631

GameStop Corp.
Class A

343,420

-

56,354*

7,211

244,471

Gencor Industries, Inc.

3,011

755

124*

-

4,833

Genky Stores, Inc.

5,111

-

161*

104

9,170

Genworth MI Canada, Inc.

157,381

1,258

31,327*

6,012

173,311

Geodesic Ltd.

304

-

-

-

141

Geumhwa PSC Co. Ltd.

2,975

6,630

-

212

13,551

Gildan Activewear, Inc.

345,886

-

31,942*

2,630

416,798

Glentel, Inc.

31,307

3,705

726*

875

21,636

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Global Brass & Copper Holdings, Inc.

$ -

$ 19,153

$ 520*

$ 101

$ 17,018

Goodfellow, Inc.

7,368

130

219*

271

7,612

Green Dot Corp.
Class A

69,840

968

25,926*

-

35,823

Greggs PLC

17,528

50,948

2,434*

2,612

85,359

Guess?, Inc.

278,470

14,118

7,820*

7,149

220,700

Gujarat Narmada Valley Fertilizers Co.

8,131

5,869

-

392

17,956

Gujarat State Fertilizers & Chemicals Ltd.

21,553

6,269

-

1,031

39,198

Gulliver International Co. Ltd.

47,192

-

13,975*

829

52,416

Halows Co. Ltd.

12,649

1,586

505*

201

17,545

Hamakyorex Co. Ltd.

24,704

169

630*

285

22,785

Hampshire Group Ltd.

4,140

-

98*

-

3,215

Handsome Co. Ltd.

60,161

-

-

615

64,893

Hankook Shell Oil Co. Ltd.

23,328

-

449

1,071

32,938

Hanwha Galleria Timeworld Co. Ltd.

10,924

-

-

269

15,301

Heartland Payment Systems, Inc.

74,621

-

2,558*

616

92,227

Helen of Troy Ltd.

135,511

-

26,938*

-

148,105

Henry Boot PLC

21,879

-

10,601*

489

-

Hiday Hidaka Corp.

26,610

-

880*

419

33,700

Honshu Chemical Industry Co. Ltd.

5,819

362

207*

132

7,278

Hoshiiryou Sanki Co. Ltd.

7,963

1,375

322*

153

10,695

Houston Wire & Cable Co.

18,754

55

572*

566

14,709

HTL International Holdings Ltd.

6,275

-

183*

-

6,374

Hurco Companies, Inc.

18,055

223

471*

150

20,014

Hutech Norin Co. Ltd.

10,713

-

300*

264

10,027

Huvitz Co. Ltd.

16,703

395

-

38

12,665

Hwacheon Machine Tool Co. Ltd.

9,980

-

-

260

13,316

I-Sheng Electric Wire & Cable Co. Ltd.

16,523

2,171

1,510

1,149

17,949

IA Group Corp.

5,988

-

186*

235

6,654

ICT Automatisering NV

4,418

-

179*

148

5,754

IDIS Holdings Co. Ltd.

9,104

1,524

-

28

10,574

Ihara Science Corp.

6,322

842

255*

195

9,965

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Il Dong Holdings Co. Ltd.

$ 22,641

$ -

$ -

$ 316

$ 33,888

Image Sensing Systems, Inc.

2,611

-

53*

-

902

Indra Sistemas

222,717

-

9,033*

6,267

246,916

Infomedia Ltd.

8,198

-

2,576*

444

-

InfoVine Co. Ltd.

-

4,964

-

61

4,567

Intage Holdings, Inc.

25,795

-

916*

488

28,886

Intelligent Digital Integrated Security Co. Ltd.

18,391

76

-

259

14,181

INTOPS Co. Ltd.

18,060

-

-

273

15,300

INZI Controls Co. Ltd.

7,299

-

-

120

7,865

Isewan Terminal Service Co. Ltd.

9,483

115

269*

307

9,659

Isra Vision AG

20,515

-

832*

176

26,613

Jack in the Box, Inc.

188,423

-

175,949*

240

-

JAKKS Pacific, Inc.

7,813

-

2,104*

-

-

Jaya Holdings Ltd.

34,078

-

1,160*

48,443

3,588

Jeil Pharmaceutical Co.

17,904

-

-

47

41,772

JLM Couture, Inc.

449

-

15*

-

480

Jorudan Co. Ltd.

2,804

-

93*

40

3,396

Jos. A. Bank Clothiers, Inc.

111,854

-

10,443

-

-

Jumbo SA

119,200

558

6,228*

-

171,244

Kingboard Chemical Holdings Ltd.

163,878

49,522

5,758*

5,488

192,634

Knoll, Inc.

74,340

-

26,035*

1,830

50,211

Know IT AB

13,221

-

507*

715

14,765

Kohsoku Corp.

19,836

-

543*

397

18,643

Kondotec, Inc.

9,709

788

335*

229

11,235

Korea Electric Terminal Co. Ltd.

23,173

-

-

223

30,276

KPX Chemical Co. Ltd.

10,638

-

-

195

-

KSK Co., Ltd.

3,995

-

135*

166

4,659

Kwang Dong Pharmaceutical Co. Ltd.

19,667

3,530

-

183

28,744

Kyeryong Construction Industrial Co. Ltd.

6,517

-

-

-

14,021

Kyoto Kimono Yuzen Co. Ltd.

18,786

-

1,288*

638

15,644

Kyowakogyosyo Co. Ltd.

1,597

1,531

84*

48

2,650

LCNB Corp.

-

12,961

270*

219

11,296

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Leeno Industrial, Inc.

$ 4,734

$ 14,784

$ -

$ 123

$ 29,484

LHC Group, Inc.

43,471

-

1,228*

-

43,196

Maruzen Co. Ltd.

16,945

-

505*

352

17,696

Mastek Ltd.

3,637

-

-

151

6,384

Medical Action Industries, Inc.

11,947

330

16,600*

-

-

Meetic

27,555

-

42,287

-

-

Mega First Corp. Bhd

11,797

-

-

526

16,087

Melbourne IT Ltd.

13,978

-

315*

3,860

11,855

Melcor Real Estate Investment Trust

-

8,654

237*

381

7,956

Melexis NV

78,571

-

14,005*

2,728

138,271

Mesa Laboratories, Inc.

20,720

-

1,325*

184

23,017

Metro, Inc. Class A (sub. vtg.)

783,669

-

25,325*

9,458

683,831

Michang Oil Industrial Co. Ltd.

12,427

-

-

260

12,084

Miroku Corp.

1,566

394

72*

55

2,570

Mitani Sekisan Co. Ltd.

23,057

860

1,455*

251

26,116

Mitie Group PLC

98,221

-

6,634*

4,243

116,293

Monogatari Corp. (The)

-

16,529

287*

70

15,496

Motonic Corp.

32,450

-

575

653

47,265

Mr. Bricolage SA

12,721

354

528*

287

19,662

Muhak Co. Ltd.

44,193

650

-

-

91,496

Multi-Fineline Electronix, Inc.

24,708

11,717

915*

-

23,457

Murakami Corp.

11,156

1,630

346*

127

11,394

Muramoto Electronic Thailand PCL (For. Reg.)

6,845

-

491*

129

9,776

Nac Co. Ltd.

-

20,717

574*

245

16,765

Nadex Co. Ltd.

4,577

602

183*

101

5,729

Nafco Co. Ltd.

43,174

928

1,015*

740

38,984

Nakayamafuku Co. Ltd.

2,573

5,754

231*

227

8,185

NCI, Inc. Class A

4,025

85

290*

-

7,824

ND Software Co. Ltd.

2,357

8,356

429*

187

14,791

NETGEAR, Inc.

68,861

15,949

11,042*

-

77,282

Next PLC

1,263,908

-

57,274*

76,421

1,843,594

Nextchip Co. Ltd.

4,400

-

-

-

2,932

NICE Information Service Co. Ltd.

6,815

388

-

199

-

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

NICE Total Cash Management Co., Ltd.

$ 4,720

$ 3

$ -

$ 103

$ 6,502

Nippo Ltd.

4,679

404

116*

116

3,637

Nishimatsuya Chain Co. Ltd.

47,542

-

5,935*

893

37,519

North Valley Bancorp

7,566

-

468*

-

8,681

Northrim Bancorp, Inc.

12,760

-

361*

338

11,905

Nucleus Software Exports Ltd.

1,612

1,737

-

220

7,468

Nutraceutical International Corp.

25,409

-

871*

-

25,624

OFG Bancorp

46,259

-

-

687

39,972

OM Group, Inc.

91,195

-

31,953*

296

54,889

Orbotech Ltd.

29,234

-

19,691*

-

-

Otaki Gas Co. Ltd.

4,748

477

-

32

-

P&F Industries, Inc. Class A

2,976

98

80*

-

2,962

Pacer International, Inc.

11,080

-

14,684

-

-

Pacific Premier Bancorp, Inc.

12,379

-

457*

-

13,189

Pal Co. Ltd.

44,710

-

842*

710

43,884

Panasonic Information Systems Co.

12,397

3,262

496*

343

16,217

Papa John's International, Inc.

94,699

-

117,028*

803

-

Parker Corp.

5,894

208

304*

130

10,561

Pelion SA

16,625

-

492*

535

14,467

Pinnacle Technology Holdings Ltd.

21,154

2,719

463*

280

11,606

Piolax, Inc.

28,977

-

2,992*

416

37,494

Prim SA

12,803

2

412*

394

14,023

Qol Co. Ltd.

-

12,573

357*

174

11,928

Qumu Corp. (formerly Rimage Corp.)

8,715

-

9,809

-

-

Relo Holdings Corp.

68,914

-

2,272*

1,210

92,610

RenaissanceRe Holdings Ltd.

269,607

-

8,915*

3,512

294,359

Rocky Mountain Chocolate Factory, Inc.

6,628

-

178*

217

6,174

Ruby Tuesday, Inc.

45,384

-

7,281*

-

31,434

S&T Holdings Co. Ltd.

12,259

708

-

255

13,996

Safeway, Inc.

335,270

53,939

14,549*

60,178

489,018

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sakai Moving Service Co. Ltd.

$ 20,739

$ 244

$ 804*

$ 490

$ 28,310

Samsung Climate Control Co. Ltd.

3,136

412

-

19

4,792

Sanei Architecture Planning Co. Ltd.

11,803

-

347*

272

12,065

Sarantis SA

15,937

-

699*

864

24,399

ScanSource, Inc.

71,220

2,253

3,054*

-

71,308

Seagate Technology LLC

1,227,300

-

45,123*

49,778

1,706,620

SED International Holdings, Inc.

893

-

971

-

-

Select Harvests Ltd.

17,886

-

952*

970

25,659

Senshu Electric Co. Ltd.

12,718

-

426*

308

15,708

Servotronics, Inc.

674

600

28*

-

1,053

Sewon Precision Industries Co. Ltd.

10,657

-

-

36

14,512

Shibaura Electronics Co. Ltd.

9,255

-

446*

268

15,062

Shinsegae Engineering & Construction Co. Ltd.

2,882

-

699

-

4,744

ShoLodge, Inc.

5

-

-*

-

2

Sigmatron International, Inc.

1,596

105

2,186*

-

-

Sinwa Ltd.

4,072

199

116*

545

4,865

SJM Co. Ltd.

13,449

-

-

200

11,967

SJM Holdings Co. Ltd.

6,762

-

-

168

6,085

Societe Pour L'Informatique Industrielle SA

12,384

2,441

608*

145

18,979

Soken Chemical & Engineer Co. Ltd.

11,223

-

237*

243

8,865

Sonic Corp.

92,220

-

40,400*

-

83,339

Span-America Medical System, Inc.

6,045

20

169*

161

5,472

Sporton International, Inc.

24,296

-

29,865

851

-

Sportscene Group, Inc. Class A

2,629

-

89*

183

3,027

Stanley Furniture Co., Inc.

4,449

-

382*

-

2,988

Stantec, Inc.

109,836

-

20,297*

1,223

-

Steiner Leisure Ltd.

95,601

-

5,139*

-

61,992

Step Co. Ltd.

11,870

-

289*

281

9,870

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sterling Construction Co., Inc.

$ 16,007

$ 1,262

$ 480*

$ -

$ 15,563

Strattec Security Corp.

13,510

-

8,077*

135

13,458

Strongco Corp.

3,993

-

110*

-

3,296

Sun Hing Vision Group Holdings Ltd.

8,643

-

229*

509

7,647

Sunjin Co. Ltd.

12,780

-

-

69

29,546

Super Micro Computer, Inc.

37,859

-

22,138*

-

58,812

Swift Energy Co.

50,323

10,167

5,138*

-

48,193

Sword Group

9,786

130

441*

697

14,347

SYNNEX Corp.

173,568

-

6,302*

-

219,474

T&K Toka Co. Ltd.

17,036

426

500*

216

16,827

Techno Smart Corp.

3,790

-

167*

134

5,246

Teems, Inc.

1,330

-

1,386

-

-

Telechips, Inc.

4,589

-

-

-

4,533

Tempur Sealy International, Inc.

162,565

-

172,772*

-

-

Tessco Technologies, Inc.

16,821

-

553*

396

15,558

The Pack Corp.

33,434

-

1,076*

859

38,239

Theragenics Corp.

6,299

-

6,793

-

-

Titan Machinery, Inc.

-

17,834

395*

-

16,490

TKH Group NV unit

82,535

-

30,225*

1,958

65,799

Tocalo Co. Ltd.

9,854

3,069

452*

411

15,754

Tohoku Steel Co. Ltd.

8,482

-

250*

82

9,460

Token Corp.

52,701

-

1,288*

773

44,843

Tokyo Kisen Co. Ltd.

5,056

-

158*

172

5,487

Tokyo Kohtetsu Co. Ltd.

2,483

3,550

175*

97

5,646

Tokyo Tekko Co. Ltd.

17,336

-

575*

285

23,726

Tomen Devices Corp.

11,635

-

335*

234

11,462

Tomen Electronics Corp.

17,087

-

710*

538

23,083

Total Energy Services, Inc.

37,070

73

1,435*

432

48,493

Totech Corp.

2,544

4,432

194*

128

7,537

TOW Co. Ltd.

6,695

-

238*

280

7,918

Trancom Co. Ltd.

30,273

-

1,133*

596

39,830

Trio-Tech International

1,164

-

145*

-

1,032

Triple-S Management Corp.

53,961

483

1,422*

-

41,913

Tsukui Corp.

11,999

11,889

379*

108

21,377

Tuesday Morning Corp.

24,681

-

27,154

-

-

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Tungtex Holdings Co. Ltd.

$ 2,553

$ -

$ 912*

$ 34

$ -

UANGEL Corp.

3,938

-

-

95

2,764

UKC Holdings Corp.

25,977

-

764*

566

23,792

Uni-Select, Inc.

40,634

-

1,549*

860

50,376

Unit Corp.

183,438

-

43,238*

-

214,459

United Stationers, Inc.

100,642

-

2,892*

1,353

91,070

Universal Security Instruments, Inc.

1,288

-

31*

-

857

Unum Group

512,568

31,298

16,729*

9,792

571,080

USS Co. Ltd.

201,114

-

35,508*

4,866

-

Utah Medical Products, Inc.

24,282

-

1,237*

420

21,459

Vasco Data Security International, Inc.

25,925

1,531

20,012*

-

-

Vera Bradley, Inc.

38,784

12,353

33,325*

-

-

VSE Corp.

22,979

-

813*

194

30,705

VST Holdings Ltd.

21,288

4,658

1,128*

1,503

37,074

W&T Offshore, Inc.

80,636

1,244

2,226*

4,028

65,425

Watts Co. Ltd.

14,929

706

365*

227

13,030

Weight Watchers International, Inc.

-

158,558

23,971*

-

100,767

Whanin Pharmaceutical Co. Ltd.

20,856

-

-

368

27,350

WIN-Partners Co. Ltd.

11,465

2,478

478*

420

17,424

Wireless Telecom Group, Inc.

1,989

-

2,086*

-

-

Workman Co. Ltd.

57,720

-

1,894*

1,045

70,306

XAC Automation Corp.

11,491

-

13,376

233

-

YBM Sisa.com, Inc.

4,019

-

93

149

3,758

Yip's Chemical Holdings Ltd.

27,782

-

664*

985

19,617

Young Poong Precision Corp.

8,640

-

7,711

59

-

Youngone Holdings Co. Ltd.

53,738

-

-

366

70,566

Yusen Logistics Co. Ltd.

38,115

-

5,421*

668

43,703

Yutaka Giken Co. Ltd.

35,192

-

977*

508

32,940

Total

$ 17,627,858

$ 1,221,310

$ 2,286,370

$ 497,213

$ 18,279,903

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

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

Annual Report

Investments - continued

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,362,139

$ 9,444,135

$ 1,917,400

$ 604

Consumer Staples

3,347,255

2,350,035

997,220

-

Energy

1,918,175

1,292,462

625,713

-

Financials

5,387,180

4,584,470

801,299

1,411

Health Care

4,152,999

3,749,965

395,466

7,568

Industrials

3,596,214

2,790,123

806,089

2

Information Technology

9,145,352

7,698,664

1,445,193

1,495

Materials

1,322,772

852,946

469,826

-

Telecommunication Services

16,081

14,563

1,518

-

Utilities

115,854

56,004

59,850

-

Corporate Bonds

11,629

-

11,629

-

Money Market Funds

6,971,971

6,971,971

-

-

Total Investments in Securities:

$ 47,347,621

$ 39,805,338

$ 7,531,203

$ 11,080

The following is a summary of transfers between Level 1 and Level 2 for the period ended July 31, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 4,982,492

Level 2 to Level 1

$ 0

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

United States of America

60.3%

Japan

6.8%

United Kingdom

6.2%

Ireland

5.3%

Canada

4.0%

Bermuda

2.5%

Netherlands

2.5%

Korea (South)

2.2%

Taiwan

1.5%

Italy

1.3%

Greece

1.1%

Cayman Islands

1.1%

Others (Individually Less Than 1%)

5.2%

 

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $428,927) - See accompanying schedule:

Unaffiliated issuers (cost $12,462,298)

$ 22,095,747

 

Fidelity Central Funds (cost $6,971,971)

6,971,971

 

Other affiliated issuers (cost $9,366,145)

18,279,903

 

Total Investments (cost $28,800,414)

 

$ 47,347,621

Cash

 

47

Foreign currency held at value (cost $96)

96

Receivable for investments sold

23,603

Receivable for fund shares sold

27,939

Dividends receivable

61,317

Interest receivable

593

Distributions receivable from Fidelity Central Funds

2,033

Receivable from investment adviser for expense reductions

21

Other receivables

1,793

Total assets

47,465,063

 

 

 

Liabilities

Payable for investments purchased

$ 131,983

Payable for fund shares redeemed

68,618

Accrued management fee

28,382

Other affiliated payables

4,724

Other payables and accrued expenses

9,539

Collateral on securities loaned, at value

448,566

Total liabilities

691,812

 

 

 

Net Assets

$ 46,773,251

Net Assets consist of:

 

Paid in capital

$ 26,228,906

Undistributed net investment income

303,889

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

1,701,578

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

18,538,878

Net Assets

$ 46,773,251

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Low-Priced Stock:
Net Asset Value, offering price and redemption price per share ($30,575,701 ÷ 599,139 shares)

$ 51.03

 

 

 

Class K:
Net Asset Value, offering price and redemption price per share ($16,197,550 ÷ 317,471 shares)

$ 51.02

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends (including $497,213 earned from other affiliated issuers)

 

$ 857,157

Interest

 

1,615

Income from Fidelity Central Funds

 

17,855

Total income

 

876,627

 

 

 

Expenses

Management fee
Basic fee

$ 278,599

Performance adjustment

26,115

Transfer agent fees

52,504

Accounting and security lending fees

2,449

Custodian fees and expenses

2,976

Independent trustees' compensation

191

Appreciation in deferred trustee compensation account

1

Registration fees

482

Audit

228

Legal

148

Miscellaneous

363

Total expenses before reductions

364,056

Expense reductions

(625)

363,431

Net investment income (loss)

513,196

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,149,565

Other affiliated issuers

1,278,165

 

Foreign currency transactions

(300)

Total net realized gain (loss)

 

3,427,430

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $7,220)

2,225,690

Assets and liabilities in foreign currencies

(429)

Total change in net unrealized appreciation (depreciation)

 

2,225,261

Net gain (loss)

5,652,691

Net increase (decrease) in net assets resulting from operations

$ 6,165,887

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 513,196

$ 437,698

Net realized gain (loss)

3,427,430

2,498,753

Change in net unrealized appreciation (depreciation)

2,225,261

7,694,670

Net increase (decrease) in net assets resulting
from operations

6,165,887

10,631,121

Distributions to shareholders from net investment income

(372,615)

(432,424)

Distributions to shareholders from net realized gain

(2,653,754)

(1,951,147)

Total distributions

(3,026,369)

(2,383,571)

Share transactions - net increase (decrease)

768,382

1,629,061

Redemption fees

2,996

2,348

Total increase (decrease) in net assets

3,910,896

9,878,959

 

 

 

Net Assets

Beginning of period

42,862,355

32,983,396

End of period (including undistributed net investment income of $303,889 and undistributed net investment income of $186,065, respectively)

$ 46,773,251

$ 42,862,355

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

Annual Report

Financial Highlights - Low-Priced Stock

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 47.84

$ 38.52

$ 40.67

$ 33.07

$ 28.20

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53

  .48

  .37

  .23

  .07

Net realized and unrealized gain (loss)

  5.96

  11.61

  (.03)

  7.53

  5.00

Total from investment operations

  6.49

  12.09

  .34

  7.76

  5.07

Distributions from net investment income

  (.39)

  (.49)

  (.28)

  (.15)

  (.12)

Distributions from net realized gain

  (2.91)

  (2.28)

  (2.21)

  (.01)

  (.08)

Total distributions

  (3.30)

  (2.77)

  (2.49)

  (.16)

  (.20)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 51.03

$ 47.84

$ 38.52

$ 40.67

$ 33.07

Total ReturnA

  14.42%

  33.12%

  1.68%

  23.53%

  18.06%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .82%

  .79%

  .88%

  .83%

  .99%

Expenses net of fee waivers, if any

  .82%

  .79%

  .88%

  .83%

  .99%

Expenses net of all reductions

  .82%

  .79%

  .88%

  .83%

  .99%

Net investment income (loss)

  1.07%

  1.14%

  1.00%

  .61%

  .21%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 30,576

$ 28,171

$ 22,999

$ 26,762

$ 24,538

Portfolio turnover rateD

  12% G

  11%

  19%

  15%

  20%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 47.83

$ 38.52

$ 40.67

$ 33.11

$ 28.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .58

  .53

  .42

  .28

  .11

Net realized and unrealized gain (loss)

  5.96

  11.60

  (.03)

  7.51

  5.01

Total from investment operations

  6.54

  12.13

  .39

  7.79

  5.12

Distributions from net investment income

  (.44)

  (.54)

  (.33)

  (.23)

  (.15)

Distributions from net realized gain

  (2.91)

  (2.28)

  (2.21)

  (.01)

  (.08)

Total distributions

  (3.35)

  (2.82)

  (2.54)

  (.23) G

  (.23)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 51.02

$ 47.83

$ 38.52

$ 40.67

$ 33.11

Total ReturnA

  14.55%

  33.27%

  1.83%

  23.66%

  18.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .72%

  .68%

  .76%

  .71%

  .85%

Expenses net of fee waivers, if any

  .72%

  .68%

  .76%

  .71%

  .85%

Expenses net of all reductions

  .72%

  .68%

  .76%

  .70%

  .85%

Net investment income (loss)

  1.17%

  1.26%

  1.12%

  .74%

  .35%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 16,198

$ 14,691

$ 9,985

$ 8,031

$ 4,357

Portfolio turnover rateD

  12% H

  11%

  19%

  15%

  20%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.23 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.008 per share.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

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

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

Gross unrealized appreciation

$ 20,043,932

Gross unrealized depreciation

(1,680,375)

Net unrealized appreciation (depreciation) on securities

$ 18,363,557

 

 

Tax Cost

$ 28,984,064

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

Undistributed ordinary income

$ 351,786

Undistributed long-term capital gain

$ 1,838,693

Net unrealized appreciation (depreciation) on securities and other investments

$ 18,362,886

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 502,790

$ 455,010

Long-term Capital Gains

2,523,579

1,928,561

Total

$ 3,026,369

$ 2,383,571

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $4,711,817 and $6,278,107, respectively.

Redemptions In-Kind. During the period, 26,390 shares of the Fund held by unaffiliated entities were redeemed in kind for cash and investments, including accrued interest, with a value of $1,312,518. The net realized gain of $710,374 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Low-Priced Stock as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annual management fee

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

rate, including the performance adjustment, was .66% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 

Amount

% of
Average
Net Assets

Low-Priced Stock

$ 45,039

.15

Class K

7,465

.05

 

$ 52,504

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $165 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $78 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $19,191. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $11,318, including $743 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $259 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $364.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Low-Priced Stock

$ 232,537

$ 284,865

Class K

140,078

147,559

Total

$ 372,615

$ 432,424

From net realized gain

 

 

Low-Priced Stock

$ 1,731,108

$ 1,338,102

Class K

922,646

613,045

Total

$ 2,653,754

$ 1,951,147

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Low-Priced Stock

 

 

 

 

Shares sold

85,303

82,702

$ 4,180,051

$ 3,528,018

Reinvestment of distributions

39,938

39,316

1,842,708

1,538,529

Shares redeemed

(114,924) A

(130,273)

(5,671,216) A

(5,369,278)

Net increase (decrease)

10,317

(8,255)

$ 351,543

$ (302,731)

Class K

 

 

 

 

Shares sold

69,134

90,911

$ 3,397,015

$ 3,784,904

Reinvestment of distributions

23,051

19,455

1,062,724

760,604

Shares redeemed

(81,847) A

(62,464)

(4,042,900) A

(2,613,716)

Net increase (decrease)

10,338

47,902

$ 416,839

$ 1,931,792

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

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity
Low-Priced Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Low-Priced Stock Fund (a fund of Fidelity Puritan Trust) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Low-Priced Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 17, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

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

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

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

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

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

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

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

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

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

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

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

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

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

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Low-Priced Stock Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Low-Priced Stock

9/05/14

9/08/14

$0.322

$2.080

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $2,507,999,033, or, if subsequently determined to be different, the net capital gain of such year.

Low-Priced Stock designates 77% and 42% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Low-Priced Stock designates 100% and 83% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Low-Priced Stock Fund

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Annual Report

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Fidelity Low-Priced Stock Fund

lps384499

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Low-Priced Stock Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

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

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

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

Annual Report

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, M A

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) lps384503
1-800-544-5555

lps384503
Automated line for quickest service

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

LPS-UANN-0914
1.789249.111

Fidelity®

Low-Priced Stock Fund -
Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)

Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class K A

14.55%

17.84%

10.71%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Low-Priced Stock Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Low-Priced Stock Fund - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

psk767833

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Joel Tillinghast, Lead Portfolio Manager of Fidelity® Low-Priced Stock Fund: For the year, the fund's Class K shares returned 14.55%, easily outdistancing the 8.56% gain of the Russell 2000® Index. Stock picking was the primary driver of relative performance, particularly within information technology and consumer discretionary - two key areas of focus for the fund. Here, two large holdings were the fund's biggest contributors: U.K accessory retailer Next and disk-drive maker Seagate Technology. Next's stock rose on successful holiday sales and gains in its online catalog business, while Seagate rose on good demand for disk drives and a proposed acquisition that could extend its global reach. Conversely, a sizable cash position of 14%, on average, was a major detractor, as the rising market has made it difficult to find enough stocks under $35 per share that we consider attractively valued. Also, despite good stock picking in retailing overall, several names detracted, led by office products giant Staples, whose share price fell on shrinking margins. Domestic merchandise retailer Bed Bath & Beyond was another detractor, hurt by lower same-store sales and reduced margins.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized
Expense RatioB

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period*
February 1, 2014 to July 31, 2014

Low-Priced Stock

.87%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.60

$ 4.46

HypotheticalA

 

$ 1,000.00

$ 1,020.48

$ 4.36

Class K

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.00

$ 3.90

HypotheticalA

 

$ 1,000.00

$ 1,021.03

$ 3.81

A 5% return per year before expenses

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

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Next PLC

3.9

3.7

UnitedHealth Group, Inc.

3.8

3.6

Seagate Technology LLC

3.7

3.4

Microsoft Corp.

2.8

2.6

Best Buy Co., Inc.

2.2

1.7

Metro, Inc. Class A (sub. vtg.)

1.5

1.4

Ross Stores, Inc.

1.3

1.5

Unum Group

1.2

1.1

Oracle Corp.

1.2

1.1

Safeway, Inc.

1.1

0.9

 

22.7

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.3

24.8

Information Technology

19.6

18.9

Financials

11.5

11.1

Health Care

8.9

8.3

Industrials

7.7

7.5

Asset Allocation (% of fund's net assets)

As of July 31, 2014 *

As of January 31, 2014 **

psk767835

Stocks 86.3%

 

psk767835

Stocks 85.6%

 

psk767838

Bonds 0.0%

 

psk767840

Bonds 0.3%

 

psk767842

Convertible
Securities 0.0%†

 

psk767842

Convertible
Securities 0.0%†

 

psk767845

Short-Term
Investments and
Net Other Assets (Liabilities) 13.7%

 

psk767845

Short-Term
Investments and
Net Other Assets (Liabilities) 14.1%

 

* Foreign investments

39.7%

 

** Foreign investments

39.6%

 

psk767848

† Amount represents less than 0.1%

Annual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 86.3%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 24.3%

Auto Components - 1.5%

ASTI Corp. (e)

1,310,000

$ 2,661

ATLASBX Co. Ltd.

270,000

10,798

Federal Screw Works (a)

48,600

124

Hi-Lex Corp.

1,304,100

35,826

INZI Controls Co. Ltd. (e)

1,516,000

7,865

Johnson Controls, Inc.

6,969,600

329,244

Motonic Corp. (e)

3,250,000

47,265

Murakami Corp. (e)

828,000

11,394

Nippon Seiki Co. Ltd.

2,987,000

58,692

Piolax, Inc. (e)

970,800

37,494

Samsung Climate Control Co. Ltd. (e)

499,950

4,792

Sewon Precision Industries Co. Ltd. (e)

500,000

14,512

Shoei Co. Ltd.

597,400

9,506

SJM Co. Ltd. (e)

1,270,000

11,967

SJM Holdings Co. Ltd. (e)

1,332,974

6,085

Standard Motor Products, Inc.

485,900

17,517

Strattec Security Corp. (e)

214,200

13,458

Sungwoo Hitech Co. Ltd.

940,397

13,082

TBK Co. Ltd.

1,085,000

5,496

The Goodyear Tire & Rubber Co.

455,687

11,470

Yachiyo Industry Co. Ltd.

995,700

6,562

Yutaka Giken Co. Ltd. (e)

1,438,700

32,940

 

688,750

Distributors - 0.2%

Chori Co. Ltd.

246,500

3,115

Doshisha Co. Ltd. (e)

1,991,300

36,672

Educational Development Corp. (e)

375,592

1,803

Nakayamafuku Co. Ltd. (e)

1,043,900

8,185

SPK Corp.

229,600

4,284

Uni-Select, Inc. (e)

1,965,900

50,376

 

104,435

Diversified Consumer Services - 0.7%

American Public Education, Inc. (a)

24,900

889

Career Education Corp. (a)(e)

6,523,900

33,337

Clip Corp. (e)

319,000

3,253

DeVry, Inc.

679,900

27,176

Houghton Mifflin Harcourt Co.

1,030,000

18,035

ITT Educational Services, Inc. (a)

149,300

2,125

Matthews International Corp. Class A

242,146

10,531

Meiko Network Japan Co. Ltd.

970,800

12,408

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Novarese, Inc.

124,500

$ 1,009

Regis Corp.

1,796,500

25,025

Shingakukai Co. Ltd.

224,000

838

Shuei Yobiko Co. Ltd.

121,400

384

Steiner Leisure Ltd. (a)(e)

1,553,300

61,992

Step Co. Ltd. (e)

1,262,100

9,870

Strayer Education, Inc. (a)

9,800

508

Weight Watchers International, Inc. (d)(e)

4,645,800

100,767

YBM Sisa.com, Inc. (e)

900,000

3,758

 

311,905

Hotels, Restaurants & Leisure - 0.9%

Ambassadors Group, Inc. (a)(e)

1,718,656

7,390

Ark Restaurants Corp. (e)

209,095

4,456

BRONCO BILLY Co. Ltd.

63,100

2,301

Create Restaurants Holdings, Inc.

159,300

6,002

Darden Restaurants, Inc.

970,800

45,385

Fairwood Holdings Ltd.

597,500

1,285

Flanigan's Enterprises, Inc. (a)

58,557

872

Hiday Hidaka Corp. (e)

1,474,876

33,700

Ibersol SGPS SA

558,300

6,504

Intralot SA (a)

1,493,500

3,700

Jack in the Box, Inc.

1,194,700

68,325

Koshidaka Holdings Co. Ltd.

126,300

4,991

Kura Corp. Ltd.

821,400

21,788

Monogatari Corp. (The) (d)(e)

522,100

15,496

Ohsho Food Service Corp.

607,400

25,506

Papa John's International, Inc.

99,600

4,152

Ruby Tuesday, Inc. (a)(e)

5,230,266

31,434

Shinsegae Food Co. Ltd.

17,000

1,464

Sonic Corp. (a)(e)

4,035,800

83,339

Sportscene Group, Inc. Class A (e)

388,300

3,027

St. Marc Holdings Co. Ltd.

461,100

25,149

Toridoll.corporation

1,891,800

15,823

 

412,089

Household Durables - 2.6%

Abbey PLC (e)

2,087,807

30,448

Barratt Developments PLC (e)

81,644,400

481,338

Bellway PLC

4,779,200

121,918

Blyth, Inc. (d)

436,900

2,643

D.R. Horton, Inc.

5,179,900

107,224

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Dorel Industries, Inc. Class B (sub. vtg.)

3,155,200

$ 111,062

Emak SpA (d)

4,480,700

4,680

First Juken Co. Ltd. (e)

1,640,700

21,501

Helen of Troy Ltd. (a)(e)

2,761,600

148,105

Henry Boot PLC

4,430,000

13,836

HTL International Holdings Ltd. (a)(e)

28,153,500

6,374

Iida Group Holdings Co. Ltd.

248,900

3,709

Libbey, Inc. (a)

777,493

20,246

Maruzen Co. Ltd. (e)

1,862,000

17,696

NACCO Industries, Inc. Class A

301,000

14,355

P&F Industries, Inc. Class A (a)(e)

367,900

2,962

Sanei Architecture Planning Co. Ltd. (e)

1,418,300

12,065

Stanley Furniture Co., Inc. (a)(e)

1,153,700

2,988

Steinhoff International Holdings Ltd.

3,011,997

15,056

Steinhoff International Holdings Ltd. rights 8/1/14 (a)

499,649

75

Tempur Sealy International, Inc. (a)

944,900

51,695

Token Corp. (e)

970,840

44,843

 

1,234,819

Internet & Catalog Retail - 0.1%

Belluna Co. Ltd. (e)

10,056,200

48,790

PetMed Express, Inc. (d)

298,700

4,092

Wotif.com Holdings Ltd. (d)

4,177,930

12,828

 

65,710

Leisure Products - 0.2%

Accell Group NV (e)

2,347,000

43,386

Arctic Cat, Inc.

45,698

1,627

Fenix Outdoor AB

34,000

1,861

JAKKS Pacific, Inc. (d)

995,700

6,213

Kabe Husvagnar AB (B Shares)

323,600

5,489

Mars Engineering Corp.

547,600

11,110

Miroku Corp. (e)

825,000

2,570

Smith & Wesson Holding Corp. (a)(d)

1,166,200

14,403

Trigano SA (a)

155,300

3,922

 

90,581

Media - 0.6%

Chime Communications PLC

4,281,400

23,564

Cinderella Media Group Ltd.

16,428,000

2,725

Corus Entertainment, Inc. Class B (non-vtg.) (d)

498,400

11,016

DreamWorks Animation SKG, Inc. Class A (a)(d)

1,645,700

32,914

Gannett Co., Inc.

746,700

24,432

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

GfK AG

169,900

$ 7,712

Harte-Hanks, Inc.

988,500

6,485

Hyundai Hy Communications & Networks Co. Ltd.

1,688,910

7,660

Intage Holdings, Inc. (e)

1,991,300

28,886

Live Nation Entertainment, Inc. (a)

1,350,000

31,334

Pico Far East Holdings Ltd.

21,356,000

4,929

Proto Corp.

497,800

7,178

RKB Mainichi Broadcasting Corp.

249,000

2,472

Saga Communications, Inc. Class A

448,000

16,128

Starz - Liberty Capital Series A (a)

498,000

14,198

STW Group Ltd.

3,983,087

5,436

Television Broadcasts Ltd.

1,095,500

7,018

TOW Co. Ltd. (e)

1,187,300

7,918

TVA Group, Inc. Class B (non-vtg.) (a)

1,991,300

16,108

WOWOW INC.

45,900

1,916

 

260,029

Multiline Retail - 4.3%

Big Lots, Inc.

1,793,900

78,483

Don Quijote Holdings Co. Ltd.

572,500

30,934

Hanwha Galleria Timeworld Co. Ltd. (e)

340,990

15,301

Lifestyle International Holdings Ltd.

23,374,500

45,596

Next PLC (e)

16,129,700

1,843,594

Watts Co. Ltd. (e)

1,354,300

13,030

Zakkaya Bulldog Co. Ltd. (a)

388,300

585

 

2,027,523

Specialty Retail - 10.9%

Aarons, Inc. Class A

485,900

12,818

ABC-MART, Inc.

131,000

7,075

Abercrombie & Fitch Co. Class A (d)(e)

7,367,300

289,830

Adastria Holdings Co. Ltd.

616,550

13,929

Aeropostale, Inc. (a)(d)(e)

8,177,100

27,148

Ascena Retail Group, Inc. (a)

194,200

3,119

AT-Group Co. Ltd.

1,212,000

23,844

AutoZone, Inc. (a)

873,700

451,729

Bed Bath & Beyond, Inc. (a)

6,407,100

405,505

Best Buy Co., Inc. (e)

34,343,000

1,021,017

Big 5 Sporting Goods Corp.

249,900

2,477

BMTC Group, Inc. Class A (sub. vtg.) (e)

5,435,000

67,542

Bonia Corp. Bhd

2,000,000

895

Buffalo Co. Ltd.

34,300

290

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Cash Converters International Ltd. (d)(e)

23,696,853

$ 24,558

Chico's FAS, Inc.

1,800,000

28,458

CST Brands, Inc.

2,989,600

99,942

Delek Automotive Systems Ltd.

697,000

7,287

Destination Maternity Corp.

170,000

3,235

DSW, Inc. Class A

200,000

5,318

Folli Follie SA (a)(e)

4,190,400

175,629

Fourlis Holdings SA (a)

497,800

3,533

GameStop Corp. Class A (d)(e)

5,824,900

244,471

Glentel, Inc. (e)

2,190,456

21,636

GNC Holdings, Inc.

499,700

16,395

Goldlion Holdings Ltd.

14,437,000

6,232

Guess?, Inc. (e)

8,485,200

220,700

Gulliver International Co. Ltd. (e)

5,717,100

52,416

Halfords Group PLC

1,310,600

10,621

Hour Glass Ltd.

1,991,000

2,960

IA Group Corp. (e)

849,000

6,654

John David Group PLC

2,787,900

17,891

Jumbo SA (e)

11,418,268

171,244

K's Denki Corp.

2,887,400

82,549

Ku Holdings Co. Ltd.

870,900

5,290

Kyoto Kimono Yuzen Co. Ltd. (e)

1,589,900

15,644

Le Chateau, Inc. Class A (sub. vtg.) (a)

1,963,500

2,701

Leon's Furniture Ltd.

339,800

4,522

Lewis Group Ltd.

697,000

4,128

Macintosh Retail Group NV (a)

194,200

1,950

Mr. Bricolage SA (e)

1,008,475

19,662

Nafco Co. Ltd. (e)

2,271,100

38,984

Nishimatsuya Chain Co. Ltd. (e)

4,691,600

37,519

Office Depot, Inc. (a)

2,135,500

10,699

Pal Co. Ltd. (e)

1,553,300

43,884

Pier 1 Imports, Inc.

1,528,700

23,022

RIGHT ON Co. Ltd.

388,300

2,685

Ross Stores, Inc.

9,707,700

625,176

Second Chance Properties Ltd.

2,912,000

1,074

Second Chance Properties Ltd. warrants 7/24/17 (a)

8,737,000

180

Select Comfort Corp. (a)

1,950,000

39,390

Silvano Fashion Group A/S

7,900

18

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

995,700

24,215

Staples, Inc.

25,299,500

293,221

The Buckle, Inc. (d)

825,200

36,721

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

The Men's Wearhouse, Inc.

194,300

$ 9,777

The Stanley Gibbons Group PLC

1,095,200

5,806

USS Co. Ltd.

14,305,400

249,909

Williams-Sonoma, Inc.

194,300

13,032

Workman Co. Ltd. (e)

1,428,800

70,306

 

5,108,462

Textiles, Apparel & Luxury Goods - 2.3%

Adolfo Dominguez SA (a)

273,800

1,917

Bijou Brigitte Modische Accessoires AG

43,700

3,383

Coach, Inc.

700,000

24,192

Crocs, Inc. (a)

971,800

15,422

Daphne Interl Holdings Ltd.

972,000

426

Deckers Outdoor Corp. (a)

49,800

4,408

F&F Co. Ltd.

750,000

6,314

Fossil Group, Inc. (a)

2,281,500

223,587

Geox SpA (a)(d)

3,102,000

11,539

Gildan Activewear, Inc. (e)

7,113,100

416,798

Hampshire Group Ltd. (a)(e)

893,100

3,215

Handsome Co. Ltd. (e)

2,436,150

64,893

JLM Couture, Inc. (a)(e)

191,400

480

Ports Design Ltd. (a)

11,948,500

5,062

Steven Madden Ltd. (a)

568,500

18,107

Sun Hing Vision Group Holdings Ltd. (e)

23,239,000

7,647

Texwinca Holdings Ltd.

59,220,000

55,604

Tungtex Holdings Co. Ltd.

19,914,000

2,531

Van de Velde

72,811

3,856

Vera Bradley, Inc. (a)

896,200

17,772

Victory City International Holdings Ltd.

64,454,150

8,425

Youngone Corp.

650,000

26,805

Youngone Holdings Co. Ltd. (e)

929,000

70,566

Yue Yuen Industrial (Holdings) Ltd.

19,416,500

64,887

 

1,057,836

TOTAL CONSUMER DISCRETIONARY

11,362,139

CONSUMER STAPLES - 7.2%

Beverages - 0.6%

Baron de Ley SA (a)

155,200

15,555

C&C Group PLC

2,802,214

15,902

Monster Beverage Corp. (a)

2,621,200

167,652

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Muhak Co. Ltd. (a)(e)

2,699,502

$ 91,496

National Beverage Corp. (a)

99,600

1,707

Olvi PLC (A Shares)

19,900

667

Spritzer Bhd

600,000

418

Synergy Co. (a)

99,600

1,589

Yantai Changyu Pioneer Wine Co. Ltd. (B Shares)

488,360

1,351

 

296,337

Food & Staples Retailing - 4.7%

Aoki Super Co. Ltd.

100,000

824

Belc Co. Ltd. (e)

2,025,100

56,050

Cosmos Pharmaceutical Corp. (e)

1,796,000

220,093

Create SD Holdings Co. Ltd. (e)

2,162,000

78,557

Daikokutenbussan Co. Ltd.

679,500

19,507

Dong Suh Companies, Inc. (e)

5,233,820

98,054

Fyffes PLC (Ireland) (e)

28,870,100

40,978

Genky Stores, Inc. (d)(e)

233,000

9,170

Greggs PLC (e)

9,657,900

85,359

Halows Co. Ltd. (e)

1,578,200

17,545

Kusuri No Aoki Co. Ltd.

533,900

18,218

Majestic Wine PLC (d)

1,742,558

11,599

MARR SpA

398,300

6,608

Marukyu Co. Ltd.

364,200

3,988

Metro, Inc. Class A (sub. vtg.) (d)(e)

10,488,333

683,831

Qol Co. Ltd. (e)

2,053,100

11,928

Safeway, Inc. (e)

14,190,900

489,018

San-A Co. Ltd.

746,700

24,230

Sligro Food Group NV

1,692,600

67,654

Sundrug Co. Ltd.

2,388,600

107,237

Tesco PLC

10,679,000

46,333

Total Produce PLC

10,454,900

15,960

Walgreen Co.

320,700

22,055

Welcia Holdings Co. Ltd. (d)

331,087

21,199

Yaoko Co. Ltd.

909,200

51,284

 

2,207,279

Food Products - 1.6%

Aryzta AG

1,742,410

158,183

Cranswick PLC

1,045,412

22,292

Darling International, Inc. (a)

1,214,800

22,741

Dean Foods Co.

4,410,900

67,575

Devro PLC

2,897,800

12,476

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - continued

Dutch Lady Milk Industries Bhd

100,000

$ 1,465

Food Empire Holdings Ltd. (e)

50,968,000

15,401

Fresh Del Monte Produce, Inc. (e)

6,116,200

183,119

Hilton Food Group PLC

697,000

5,581

Lifeway Foods, Inc. (a)(d)

250,000

3,123

Nam Yang Dairy Products

11,000

9,090

Omega Protein Corp. (a)

49,800

698

Pacific Andes International Holdings Ltd.

80,083,308

3,185

Pacific Andes Resources Development Ltd.

125,542,774

12,146

Patties Food Ltd.

2,986,990

3,581

President Rice Products PCL

1,244,600

1,769

Rocky Mountain Chocolate Factory, Inc. (e)

482,382

6,174

Samyang Genex Co. Ltd.

93,060

11,606

Samyang Holdings Corp.

44,250

3,297

Seaboard Corp. (a)

46,200

131,762

Select Harvests Ltd. (e)

5,249,599

25,659

Sunjin Co. Ltd. (e)

813,630

29,546

Synear Food Holdings Ltd. (a)

38,027,000

0

United Food Holdings Ltd. (a)

21,746,000

1,273

 

731,742

Personal Products - 0.3%

Coty, Inc. Class A

2,000,000

34,220

Nutraceutical International Corp. (a)(e)

1,110,204

25,624

Oriflame Cosmetics SA SDR (d)

19,900

432

Sarantis SA (e)

2,280,500

24,399

USANA Health Sciences, Inc. (a)

388,300

24,793

 

109,468

Tobacco - 0.0%

Karelia Tobacco Co., Inc.

2,352

709

TOTAL CONSUMER STAPLES

3,345,535

ENERGY - 4.1%

Energy Equipment & Services - 1.6%

AKITA Drilling Ltd. Class A (non-vtg.)

1,725,200

25,743

Boustead Singapore Ltd.

3,983,000

5,865

Cal Dive International, Inc. (a)(d)(e)

5,874,400

6,403

Cathedral Energy Services Ltd.

1,554,800

6,132

Divestco, Inc. (a)(e)

3,397,500

514

Farstad Shipping ASA (e)

3,106,600

56,831

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Forum Energy Technologies, Inc. (a)

388,700

$ 12,940

Fugro NV (Certificaten Van Aandelen)

1,553,327

59,935

Key Energy Services, Inc. (a)

971,800

5,967

McDermott International, Inc. (a)(d)

1,652,100

12,060

Noble Corp.

99,700

3,128

Oil States International, Inc. (a)

1,941,500

118,995

Patterson-UTI Energy, Inc.

682,000

23,427

Petrofac Ltd.

495,400

9,175

Precision Drilling Corp.

1,394,400

17,380

ProSafe ASA

9,458,800

70,553

Rowan Companies PLC

510,000

15,565

Shinko Plantech Co. Ltd.

1,742,400

13,113

Solstad Offshore ASA

1,120,200

18,800

Total Energy Services, Inc. (e)

2,431,000

48,493

Unit Corp. (a)(e)

3,385,300

214,459

 

745,478

Oil, Gas & Consumable Fuels - 2.5%

Adams Resources & Energy, Inc.

154,251

10,079

Beach Energy Ltd.

15,432,814

24,008

Eni SpA

18,917,600

481,376

EP Energy Corp. (d)

961,300

19,226

Fuji Kosan Co. Ltd. (e)

746,700

4,721

Fuji Oil Co. Ltd. (e)

5,376,600

18,497

Great Eastern Shipping Co. Ltd.

4,800,000

28,995

Hankook Shell Oil Co. Ltd. (e)

67,000

32,938

HollyFrontier Corp.

308,900

14,521

Michang Oil Industrial Co. Ltd. (e)

173,900

12,084

Newfield Exploration Co. (a)

1,837,800

74,063

Peabody Energy Corp.

3,690,000

55,977

Stone Energy Corp. (a)

648,100

24,660

Swift Energy Co. (a)(d)(e)

4,361,400

48,193

Tesoro Corp.

1,941,600

119,486

The Williams Companies, Inc.

297,400

16,842

Tsakos Energy Navigation Ltd.

962,600

6,815

Uehara Sei Shoji Co. Ltd.

947,000

4,116

W&T Offshore, Inc. (e)

4,878,800

65,425

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

World Fuel Services Corp.

2,213,722

$ 95,079

WPX Energy, Inc. (a)

758,200

15,596

 

1,172,697

TOTAL ENERGY

1,918,175

FINANCIALS - 11.5%

Banks - 1.8%

ACNB Corp. (d)

119,500

2,233

Bank of Ireland (a) (d)

402,731,000

140,993

Barclays PLC

4,978

19

BBCN Bancorp, Inc.

2,465,300

37,029

Camden National Corp.

40,871

1,448

Cathay General Bancorp

3,285,700

84,081

Codorus Valley Bancorp, Inc. (e)

451,000

9,462

Customers Bancorp, Inc.

164,300

3,115

Dimeco, Inc.

28,340

1,162

Eagle Bancorp, Inc. (a)

534,500

17,804

East West Bancorp, Inc.

2,987,000

101,737

EFG Eurobank Ergasias SA (a)

315,580,000

141,986

Farmers & Merchants Bancorp, Inc.

44,800

1,176

First Bancorp, Puerto Rico (a)

7,428,572

38,183

First NBC Bank Holding Co. (a)

448,300

14,251

First West Virginia Bancorp, Inc.

43,789

833

Investors Bancorp, Inc.

3,123,200

32,325

LCNB Corp. (d)(e)

742,884

11,296

North Valley Bancorp (a)(e)

412,600

8,681

Northrim Bancorp, Inc. (e)

485,900

11,905

Norwood Financial Corp.

134,898

3,924

OFG Bancorp (d)(e)

2,504,542

39,972

Pacific Premier Bancorp, Inc. (a)(e)

922,300

13,189

Popular, Inc. (a)

1,747,500

55,745

SpareBank 1 SR-Bank ASA (primary capital certificate)

1,344,150

12,348

Sparebanken More (primary capital certificate)

241,845

7,733

Sparebanken Nord-Norge (d)

2,210,869

12,169

Sterling Bancorp

544,270

6,477

Susquehanna Bancshares, Inc.

134,600

1,370

TSB Banking Group PLC

6,809,700

32,881

 

845,527

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - 0.2%

AllianceBernstein Holding LP

665,000

$ 17,383

Federated Investors, Inc. Class B (non-vtg.) (d)

567,200

16,006

GFI Group, Inc.

5,824,900

26,387

State Street Corp.

368,500

25,957

Tullett Prebon PLC

1,493,500

6,251

 

91,984

Consumer Finance - 0.4%

Aeon Credit Service (Asia) Co. Ltd.

14,934,000

12,174

Albemarle & Bond Holdings PLC (a)(e)

3,171,445

356

EZCORP, Inc. (non-vtg.) Class A (a)

459,203

4,496

Green Dot Corp. Class A (a)(e)

1,991,300

35,823

H&T Group PLC

631,100

1,758

Nicholas Financial, Inc. (a)

254,000

3,307

Santander Consumer U.S.A. Holdings, Inc.

1,792,200

34,356

SLM Corp.

1,900,000

16,834

Synchrony Financial (a)

3,325,600

76,489

 

185,593

Diversified Financial Services - 0.3%

Credit Analysis & Research Ltd. (a)

50,000

989

Korea Ratings Corp.

2,349

81

Newship Ltd. (a)

2,500

1,055

NICE Holdings Co. Ltd.

1,175,000

14,764

NICE Information Service Co. Ltd.

2,800,000

9,203

Ricoh Leasing Co. Ltd.

890,700

25,757

The NASDAQ OMX Group, Inc.

387,900

16,366

Voya Financial, Inc.

2,389,600

88,654

 

156,869

Insurance - 7.7%

Admiral Group PLC

534,500

13,148

AEGON NV

55,821,900

452,697

AFLAC, Inc.

349,200

20,861

Amlin PLC

2,101,200

16,183

APRIL (e)

2,694,000

60,280

Assurant, Inc. (e)

5,096,800

322,933

Axis Capital Holdings Ltd. (e)

7,548,700

325,726

CNO Financial Group, Inc.

1,166,200

18,869

Endurance Specialty Holdings Ltd. (e)

2,524,100

133,500

FBD Holdings PLC

169,900

3,253

Genworth Financial, Inc. Class A (a)

21,948,600

287,527

Hartford Financial Services Group, Inc.

7,766,200

265,293

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

HCC Insurance Holdings, Inc.

534,400

$ 24,946

Hiscox Ltd.

199,185

2,268

Lincoln National Corp.

7,766,200

406,871

MBIA, Inc. (a)

200,000

1,916

Meadowbrook Insurance Group, Inc.

1,654,400

9,976

MetLife, Inc.

873,700

45,957

National Interstate Corp.

926,000

25,085

National Western Life Insurance Co. Class A

144,570

34,841

NN Group NV

1,294,594

36,491

Primerica, Inc.

525,200

24,201

Progressive Corp.

630,900

14,788

Protective Life Corp.

1,456,300

101,038

RenaissanceRe Holdings Ltd. (e)

3,009,500

294,359

Torchmark Corp.

825,650

43,545

Unum Group (e)

16,635,000

571,080

Validus Holdings Ltd.

1,842,000

67,288

 

3,624,920

Real Estate Investment Trusts - 0.3%

Annaly Capital Management, Inc.

7,280,000

80,808

CareTrust (REIT), Inc. (a)

270,962

4,623

Cedar Shopping Centers, Inc.

870,000

5,481

Corrections Corp. of America

485,900

15,656

Melcor Real Estate Investment Trust (e)

845,500

7,956

Nieuwe Steen Investments NV (d)

87,373

512

Northwest Healthcare Properties REIT (d)

1,263,400

11,460

Washington Prime Group, Inc. (a)

10,000

189

 

126,685

Real Estate Management & Development - 0.3%

Anabuki Kosan, Inc.

249,000

772

Devine Ltd. (a)

2,062,981

2,188

Leopalace21 Corp. (a)

4,978,300

22,163

Relo Holdings Corp. (e)

1,364,900

92,610

Tejon Ranch Co. (a)

149,300

4,270

 

122,003

Thrifts & Mortgage Finance - 0.5%

BofI Holding, Inc. (a)

194,300

14,493

Clifton Bancorp, Inc.

381,622

4,717

Genworth MI Canada, Inc. (e)

4,779,200

173,311

Genworth Mortgage Insurance Ltd.

8,463,138

26,889

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Meridian Bancorp, Inc. (a)

1,100,000

$ 11,946

New Hampshire Thrift Bancshares, Inc.

149,500

2,243

 

233,599

TOTAL FINANCIALS

5,387,180

HEALTH CARE - 8.9%

Biotechnology - 0.8%

Amgen, Inc.

2,912,400

371,011

Health Care Equipment & Supplies - 1.1%

Apex Biotechnology Corp.

1,400,000

2,782

Arts Optical International Holdings Ltd. (e)

32,978,640

10,016

Atrion Corp.

9,800

2,754

Audika SA (a)

292,700

5,181

Boston Scientific Corp. (a)

1,166,200

14,904

Exactech, Inc. (a)

48,600

1,105

Hoshiiryou Sanki Co. Ltd. (e)

349,500

10,695

Huvitz Co. Ltd. (e)

1,000,000

12,665

Invacare Corp.

874,600

13,093

Microlife Corp.

2,641,000

6,198

Mindray Medical International Ltd. sponsored ADR (d)

49,800

1,496

Nakanishi, Inc.

1,213,700

51,416

Prim SA (e)

1,683,700

14,023

ResMed, Inc. (d)

340,200

17,602

Span-America Medical System, Inc. (e)

280,600

5,472

St. Jude Medical, Inc.

2,389,600

155,778

Supermax Corp. Bhd

10,500,000

7,125

Techno Medica Co. Ltd.

45,000

1,029

Top Glove Corp. Bhd

1,000,000

1,445

Utah Medical Products, Inc. (e)

412,600

21,459

Zimmer Holdings, Inc.

1,792,200

179,345

 

535,583

Health Care Providers & Services - 6.0%

A/S One Corp.

248,900

7,467

Aetna, Inc.

4,978,300

385,968

Almost Family, Inc. (a)(e)

909,414

21,317

Amedisys, Inc. (a)

1,419,800

28,652

Bio-Reference Laboratories, Inc. (a)(d)

498,200

15,638

Diversicare Healthcare Services, Inc.

224,000

1,503

DVx, Inc. (e)

817,800

7,461

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

Grupo Casa Saba SA de CV (a)

12,584,200

$ 7,568

Hanger, Inc. (a)

97,200

3,076

Hi-Clearance, Inc.

400,000

1,228

LHC Group, Inc. (a)(e)

1,839,700

43,196

Medica Sur SA de CV

398,300

1,486

MEDNAX, Inc. (a)

194,200

11,493

National Healthcare Corp.

6,500

357

Pelion SA (e)

631,100

14,467

The Ensign Group, Inc.

684,200

22,531

Triple-S Management Corp. (a)(e)

2,425,534

41,913

Tsukui Corp. (e)

2,319,900

21,377

U.S. Physical Therapy, Inc.

487,100

17,019

United Drug PLC (United Kingdom)

10,226,319

61,360

UnitedHealth Group, Inc.

22,029,000

1,785,450

Universal American Spin Corp.

498,000

3,954

Wellcare Health Plans, Inc. (a)

796,500

49,686

WellPoint, Inc.

2,184,300

239,858

WIN-Partners Co. Ltd. (e)

1,480,600

17,424

 

2,811,449

Health Care Technology - 0.1%

Arrhythmia Research Technology, Inc. (a)

88,600

596

ND Software Co. Ltd. (e)

703,800

14,791

Quality Systems, Inc.

485,400

7,529

 

22,916

Life Sciences Tools & Services - 0.0%

CMIC Co. Ltd.

49,800

937

Pharmaceuticals - 0.9%

AbbVie, Inc.

242,700

12,703

Bliss Gvs Pharma Ltd. (a)

4,400,000

3,392

Daewon Pharmaceutical Co. Ltd. (e)

1,635,165

17,803

Daewoong Co. Ltd.

185,040

7,165

DongKook Pharmaceutical Co. Ltd. (e)

800,000

23,113

Endo Health Solutions, Inc. (a)

289,100

19,393

FDC Ltd.

3,600,000

8,297

Fuji Pharma Co. Ltd.

273,800

4,999

Il Dong Holdings Co. Ltd. (e)

2,506,600

33,888

Jeil Pharmaceutical Co. (e)

1,484,800

41,772

Kaken Pharmaceutical Co. Ltd.

121,000

2,704

Kwang Dong Pharmaceutical Co. Ltd. (e)

3,100,000

28,744

Mylan, Inc. (a)

437,300

21,590

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Pharmstandard OJSC (a)

19,900

$ 657

Phibro Animal Health Corp. Class A

1,493,900

28,324

Recordati SpA

6,471,800

107,026

Torrent Pharmaceuticals Ltd.

150,000

1,836

Tsumura & Co.

846,300

20,347

Whanin Pharmaceutical Co. Ltd. (e)

1,860,000

27,350

 

411,103

TOTAL HEALTH CARE

4,152,999

INDUSTRIALS - 7.7%

Aerospace & Defense - 0.1%

Engility Holdings, Inc. (a)

776,600

26,839

GenCorp, Inc. (non-vtg.) (a)(d)

595,300

10,567

Magellan Aerospace Corp.

622,300

6,906

Textron, Inc.

397,500

14,457

 

58,769

Air Freight & Logistics - 0.3%

Air T, Inc. (a)(e)

237,500

2,753

Atlas Air Worldwide Holdings, Inc. (a)(e)

2,021,942

69,191

Hub Group, Inc. Class A (a)

374,308

17,286

UTi Worldwide, Inc.

1,112,735

10,526

Yusen Logistics Co. Ltd. (e)

3,783,500

43,703

 

143,459

Airlines - 0.1%

JetBlue Airways Corp. (a)(d)

2,219,100

23,789

Republic Airways Holdings, Inc. (a)

1,095,300

10,887

SkyWest, Inc.

995,700

10,644

 

45,320

Building Products - 0.0%

Kingspan Group PLC (Ireland)

99,600

1,704

Kondotec, Inc. (e)

1,692,600

11,235

 

12,939

Commercial Services & Supplies - 1.3%

1010 Printing Group Ltd.

22,523,640

2,874

Aeon Delight Co. Ltd.

497,800

11,891

AJIS Co. Ltd. (e)

522,800

8,540

Asia File Corp. Bhd

2,800,000

6,405

CECO Environmental Corp.

777,500

10,558

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Civeo Corp.

5,029,700

$ 127,754

Fursys, Inc. (e)

950,000

30,525

Industrial Services of America, Inc. (a)(d)

81,500

497

Knoll, Inc. (e)

2,987,000

50,211

Mears Group PLC

1,658,915

13,023

Mitie Group PLC (e)

22,584,100

116,293

Moleskine SpA (a)(d)

348,500

569

Moshi Moshi Hotline, Inc.

796,500

7,772

Multi-Color Corp.

388,300

15,287

Nac Co. Ltd. (e)

1,213,500

16,765

NICE Total Cash Management Co., Ltd. (e)

2,601,400

6,502

Prestige International, Inc.

805,800

6,691

Progressive Waste Solution Ltd. (Canada)

1,004,400

25,212

RPS Group PLC

597,400

2,577

United Stationers, Inc. (e)

2,360,544

91,070

VICOM Ltd.

3,301,000

17,504

West Corp.

933,000

24,043

 

592,563

Construction & Engineering - 1.2%

AECOM Technology Corp. (a)(e)

7,615,400

258,543

Arcadis NV (d)

1,244,600

38,931

Astaldi SpA (d)

2,389,600

23,071

Ausdrill Ltd.

2,455,102

2,455

Badger Daylighting Ltd.

286,700

8,393

C-Cube Corp.

165,400

731

Daiichi Kensetsu Corp. (e)

2,024,900

28,865

Engineers India Ltd.

2,150,008

9,892

EPCO Co. Ltd. (d)

149,300

2,308

Foster Wheeler AG

374,500

12,344

Geumhwa PSC Co. Ltd. (e)

325,000

13,551

Heijmans NV (Certificaten Van Aandelen)

179,600

2,558

Jacobs Engineering Group, Inc. (a)

226,500

11,508

Kier Group PLC (d)

631,431

18,634

Kyeryong Construction Industrial Co. Ltd. (a)(e)

893,000

14,021

Meisei Industrial Co. Ltd.

1,294,000

7,178

Mirait Holdings Corp.

1,991,300

19,802

Nippon Rietec Co. Ltd.

1,155,000

8,888

Sanyo Engineering & Construction, Inc.

622,000

3,071

Severfield PLC (a)

3,236,033

3,305

Shinnihon Corp.

1,844,600

5,874

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Shinsegae Engineering & Construction Co. Ltd. (a)(e)

250,000

$ 4,744

ShoLodge, Inc. (a)(e)

486,027

2

Sterling Construction Co., Inc. (a)(e)

1,754,600

15,563

Tutor Perini Corp. (a)

647,200

17,623

United Integration Services Co. Ltd.

5,000,000

4,744

URS Corp.

342,472

19,613

Vianini Lavori SpA

697,000

4,816

 

561,028

Electrical Equipment - 0.7%

Aichi Electric Co. Ltd.

1,624,000

5,324

Aros Quality Group AB

849,500

10,991

AZZ, Inc. (e)

1,456,300

63,553

Babcock & Wilcox Co.

617,082

19,154

Bharat Heavy Electricals Ltd.

22,000,000

82,319

Chiyoda Integre Co. Ltd.

510,200

7,456

EnerSys

291,600

18,496

FW Thorpe PLC

4,978,300

11,136

GrafTech International Ltd. (a)

97,100

816

Graphite India Ltd.

2,200,000

3,955

Hammond Power Solutions, Inc. Class A

381,300

2,833

I-Sheng Electric Wire & Cable Co. Ltd. (e)

12,500,000

17,949

Jinpan International Ltd.

366,640

2,229

Korea Electric Terminal Co. Ltd. (e)

700,000

30,276

Servotronics, Inc. (e)

159,300

1,053

TKH Group NV unit (e)

2,091,000

65,799

Universal Security Instruments, Inc. (a)(e)

234,255

857

 

344,196

Industrial Conglomerates - 1.0%

DCC PLC (United Kingdom) (e)

7,965,300

455,343

Reunert Ltd.

1,991,400

11,939

 

467,282

Machinery - 1.5%

Aalberts Industries NV (e)

9,222,700

281,757

Allison Transmission Holdings, Inc.

619,400

18,136

ASL Marine Holdings Ltd. (e)

31,133,000

16,853

CKD Corp.

1,553,300

13,867

Foremost Income Fund

2,141,103

11,488

Gencor Industries, Inc. (a)(e)

448,300

4,833

Global Brass & Copper Holdings, Inc. (e)

1,121,100

17,018

Hurco Companies, Inc. (e)

623,300

20,014

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Hwacheon Machine Tool Co. Ltd. (e)

219,900

$ 13,316

Hyster-Yale Materials Handling:

Class A

242,700

19,440

Class B (a)

310,000

24,831

Ihara Science Corp. (e)

1,111,100

9,965

Jaya Holdings Ltd. (e)

72,490,000

3,588

Kyowakogyosyo Co. Ltd. (e)

364,000

2,650

Metka SA

821,400

13,309

Mincon Group PLC (a)

2,385,960

2,431

Mirle Automation Corp.

4,000,000

3,847

Nadex Co. Ltd. (e)

932,000

5,729

Nakano Refrigerators Co. Ltd.

19,900

550

Nitchitsu Co. Ltd.

422,000

867

Oshkosh Truck Corp.

2,290,000

105,844

S&T Holdings Co. Ltd. (e)

810,000

13,996

Semperit AG Holding

524,100

29,328

SIMPAC, Inc.

583,000

4,059

Takamatsu Machinery Co. Ltd.

412,600

3,370

Takeuchi Manufacturing Co. Ltd. (d)

100,000

4,102

Techno Smart Corp. (e)

1,050,000

5,246

Tocalo Co. Ltd. (e)

922,300

15,754

TriMas Corp. (a)

388,700

12,314

Trinity Industrial Corp.

823,000

3,491

Valmet Corp.

321,900

3,386

Young Poong Precision Corp.

138,011

1,461

 

686,840

Marine - 0.0%

DryShips, Inc. (d)

2,403,000

6,873

Matson, Inc.

12,900

348

Tokyo Kisen Co. Ltd. (e)

971,000

5,487

 

12,708

Professional Services - 0.6%

Akka Technologies SA (e)

1,176,241

41,030

Boardroom Ltd.

3,016,142

1,405

CBIZ, Inc. (a)

970,800

7,922

Clarius Group Ltd. (a)

4,121,898

978

CRA International, Inc. (a)(e)

982,600

23,464

Exova Group Ltd. PLC (a)

4,977,800

19,413

FTI Consulting, Inc. (a)

315,000

11,642

Hyder Consulting PLC

647,200

7,026

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Professional Services - continued

ICF International, Inc. (a)

119,371

$ 4,127

McMillan Shakespeare Ltd.

49,759

435

Sporton International, Inc.

1,400,600

6,681

Stantec, Inc.

2,041,100

129,503

Synergie SA

149,300

3,565

VSE Corp. (e)

515,440

30,705

 

287,896

Road & Rail - 0.4%

Alps Logistics Co. Ltd. (e)

1,673,400

17,922

CSX Corp.

679,500

20,331

Hamakyorex Co. Ltd. (e)

733,900

22,785

Higashi Twenty One Co. Ltd.

94,600

524

Hutech Norin Co. Ltd. (e)

1,013,300

10,027

Roadrunner Transportation Systems, Inc. (a)

583,000

14,657

Sakai Moving Service Co. Ltd. (d)(e)

762,700

28,310

Trancom Co. Ltd. (e)

1,002,200

39,830

Universal Truckload Services, Inc.

537,309

13,051

 

167,437

Trading Companies & Distributors - 0.4%

AddTech AB (B Shares)

1,443,800

23,023

AerCap Holdings NV (a)

432,496

18,870

Goodfellow, Inc. (e)

846,900

7,612

Hanwa Co. Ltd.

631,000

2,617

HD Supply Holdings, Inc. (a)

362,200

9,207

Houston Wire & Cable Co. (e)

1,224,700

14,709

KS Energy Services Ltd. (a)

15,433,000

5,754

Meiwa Corp.

391,400

1,645

Mitani Shoji Co. Ltd.

778,200

21,637

Otec Corp.

145,700

1,153

Parker Corp. (e)

2,601,000

10,561

Richelieu Hardware Ltd. (d)

339,800

15,984

Senshu Electric Co. Ltd. (e)

1,048,400

15,708

Strongco Corp. (a)(e)

995,388

3,296

Tanaka Co. Ltd.

42,700

277

TECHNO ASSOCIE Co. Ltd.

275,600

2,601

Titan Machinery, Inc. (a)(e)

1,124,800

16,490

Totech Corp. (e)

1,018,900

7,537

 

178,681

Transportation Infrastructure - 0.1%

Isewan Terminal Service Co. Ltd. (e)

1,524,300

9,659

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Transportation Infrastructure - continued

Meiko Transportation Co. Ltd.

971,000

$ 9,682

Sinwa Ltd. (e)

23,420,000

4,865

Wesco Aircraft Holdings, Inc. (a)

680,200

12,890

 

37,096

TOTAL INDUSTRIALS

3,596,214

INFORMATION TECHNOLOGY - 19.6%

Communications Equipment - 0.4%

Bel Fuse, Inc. Class A (e)

233,500

5,387

Black Box Corp. (e)

1,748,340

36,191

Calix Networks, Inc. (a)

1,044,300

9,702

ClearOne, Inc. (a)

203,900

1,966

Ixia (a)

1,216,000

13,011

Juniper Networks, Inc.

185,000

4,355

Mitel Networks Corp. (a)

1,692,600

18,737

NETGEAR, Inc. (a)(e)

2,468,300

77,282

Parrot SA (a)

145,700

3,365

Polycom, Inc. (a)

355,000

4,551

Tessco Technologies, Inc. (e)

510,100

15,558

 

190,105

Electronic Equipment & Components - 3.1%

A&D Co. Ltd. (d)

1,095,200

5,682

AAC Technology Holdings, Inc.

398,500

2,363

Beijer Electronics AB

96,500

850

CDW Corp.

680,200

21,011

DigiTech Systems Co., Ltd. (a)

725,000

1,495

Dynapack International Technology Corp.

3,200,000

8,866

Elec & Eltek International Co. Ltd.

1,747,000

2,687

Elematec Corp. (e)

1,165,000

21,667

Excel Co. Ltd. (e)

883,300

17,995

Fabrinet (a)

248,900

4,630

Hana Microelectronics PCL (For. Reg.)

5,131,900

5,903

Hi-P International Ltd.

20,460,000

10,580

Hon Hai Precision Industry Co. Ltd. (Foxconn)

141,500,000

483,707

Huan Hsin Holdings Ltd. (a)

5,825,000

93

IDIS Holdings Co. Ltd. (e)

800,000

10,574

Image Sensing Systems, Inc. (a)(e)

355,085

902

Insight Enterprises, Inc. (a)

775,000

20,359

Intelligent Digital Integrated Security Co. Ltd. (e)

941,210

14,181

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

INTOPS Co. Ltd. (e)

859,900

$ 15,300

Isra Vision AG (e)

425,300

26,613

Jabil Circuit, Inc.

434,300

8,669

Kingboard Chemical Holdings Ltd. (e)

91,800,000

192,634

Kingboard Laminates Holdings Ltd.

8,737,500

3,606

Kitagawa Industries Co. Ltd.

97,100

983

Lumax International Corp. Ltd.

1,400,000

3,278

Mesa Laboratories, Inc. (e)

301,000

23,017

Multi-Fineline Electronix, Inc. (a)(e)

2,403,397

23,457

Muramoto Electronic Thailand PCL (For. Reg.) (e)

1,493,500

9,776

Nippo Ltd. (e)

885,621

3,637

Orbotech Ltd. (a)

970,800

15,659

Pinnacle Technology Holdings Ltd. (e)

9,260,100

11,606

Redington India Ltd.

4,350,000

7,089

Rofin-Sinar Technologies, Inc. (a)

174,200

3,803

ScanSource, Inc. (a)(e)

1,991,300

71,308

Shibaura Electronics Co. Ltd. (e)

755,100

15,062

Sigmatron International, Inc. (a)

200,000

2,230

Simplo Technology Co. Ltd.

7,000,000

37,896

SYNNEX Corp. (a)(e)

3,402,700

219,474

Taitron Components, Inc. Class A (sub. vtg.) (a)

250,400

243

Tomen Devices Corp. (e)

660,200

11,462

Tomen Electronics Corp. (e)

1,448,900

23,083

Tripod Technology Corp.

600,000

1,133

UKC Holdings Corp. (e)

1,524,200

23,792

Venture Corp. Ltd.

2,589,000

16,808

VST Holdings Ltd. (e)

145,040,000

37,074

Wireless Telecom Group, Inc. (a)

487,900

1,234

XAC Automation Corp.

1,500,000

1,786

 

1,445,257

Internet Software & Services - 0.2%

Blucora, Inc. (a)

456,800

7,798

Conversant, Inc. (a)(d)

680,200

15,896

DeNA Co. Ltd. (d)

597,400

7,705

Gabia, Inc. (e)

1,342,000

6,631

Liquidity Services, Inc. (a)(d)

1,593,500

21,496

Melbourne IT Ltd. (e)

7,946,121

11,855

NetGem SA

995,700

3,320

Rentabiliweb Group SA (a)

89,600

1,014

SBS Contents Hub Co. Ltd.

200,000

2,965

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

Softbank Technology Corp. (d)

250,900

$ 3,697

Stamps.com, Inc. (a)

204,098

6,456

UANGEL Corp. (e)

750,000

2,764

Yahoo!, Inc. (a)

368,900

13,210

 

104,807

IT Services - 4.7%

ALTEN

859,500

41,427

Amdocs Ltd.

7,983,200

361,958

Argo Graphics, Inc.

448,000

7,488

Blackhawk Network Holdings, Inc. (a)

2,005,486

55,933

Calian Technologies Ltd. (e)

755,800

14,688

CGI Group, Inc. Class A (sub. vtg.) (a)

534,500

19,172

Computer Sciences Corp.

4,611,700

287,724

Computer Services, Inc.

273,800

9,597

CSE Global Ltd. (e)

47,657,000

27,687

Data#3 Ltd.

3,285,689

2,484

Datalink Corp. (a)

897,859

10,146

Dimerco Data System Corp.

600,000

442

eClerx

1,250,000

26,682

EOH Holdings Ltd. (e)

7,766,200

68,225

EPAM Systems, Inc. (a)

498,100

19,257

Estore Corp.

126,300

1,132

EVERTEC, Inc.

597,400

13,358

ExlService Holdings, Inc. (a)

332,524

9,327

Genpact Ltd. (a)

583,000

10,261

Heartland Payment Systems, Inc. (d)(e)

1,941,617

92,227

Hexaware Technologies Ltd.

600,000

1,398

HIQ International AB

821,400

4,418

Indra Sistemas (d)(e)

15,930,600

246,916

Know IT AB (e)

1,676,600

14,765

Korea Information & Communication Co. Ltd. (a)

200,000

1,135

Leidos Holdings, Inc.

1,213,500

44,827

Luxoft Holding, Inc. (a)

121,400

3,859

ManTech International Corp. Class A

1,792,200

48,389

Mastek Ltd. (e)

2,025,000

6,384

NCI, Inc. Class A (a)(e)

871,230

7,824

Neustar, Inc. Class A (a)(d)

2,365,607

65,906

Panasonic Information Systems Co. (e)

617,300

16,217

Rolta India Ltd.

2,699,942

4,720

Science Applications International Corp.

728,100

30,413

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

Societe Pour L'Informatique Industrielle SA (e)

1,941,600

$ 18,979

Softcreate Co. Ltd.

310,600

2,623

Sopra Group SA

18,561

2,009

The Western Union Co.

21,108,100

368,759

Total System Services, Inc.

995,700

31,862

TravelSky Technology Ltd. (H Shares)

3,000,000

2,708

Unisys Corp. (a)

429,900

9,153

Vantiv, Inc. (a)

583,100

19,114

VeriFone Systems, Inc. (a)

846,800

28,376

Xerox Corp.

9,956,600

132,025

 

2,191,994

Semiconductors & Semiconductor Equipment - 0.6%

Alpha & Omega Semiconductor Ltd. (a)(e)

2,475,600

22,652

Audience, Inc. (a)

538,300

5,130

Axell Corp. (e)

896,100

14,165

Broadcom Corp. Class A

343,600

13,146

Lasertec Corp. (a)

497,800

5,074

Leeno Industrial, Inc. (e)

850,000

29,484

Melexis NV (e)

2,987,000

138,271

Miraial Co. Ltd.

210,600

3,545

Nextchip Co. Ltd. (a)(e)

1,070,110

2,932

Phison Electronics Corp.

300,000

2,193

Powertech Technology, Inc.

9,460,000

15,745

Telechips, Inc. (a)(e)

1,058,800

4,533

Trio-Tech International (a)(e)

278,800

1,032

Varitronix International Ltd.

8,463,000

7,762

Y.A.C. Co., Ltd.

448,800

2,958

 

268,622

Software - 5.5%

AdaptIT Holdings Ltd.

3,285,700

2,445

ANSYS, Inc. (a)(e)

4,853,900

373,459

Autodesk, Inc. (a)

192,200

10,254

AVG Technologies NV (a)

351,100

5,969

Axway Software SA

48,600

1,266

BroadSoft, Inc. (a)

253,200

6,178

Cybernet Systems Co. Ltd. (e)

1,990,100

7,278

Ebix, Inc. (d)(e)

2,591,600

32,550

Exact Holdings NV

697,000

29,026

Geodesic Ltd. (a)(e)

4,873,000

141

ICT Automatisering NV (e)

848,500

5,754

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

IGE + XAO SA

38,800

$ 3,089

Infomedia Ltd.

11,947,959

9,507

InfoVine Co. Ltd. (e)

175,000

4,567

init innovation in traffic systems AG

9,708

251

Jorudan Co. Ltd. (e)

509,700

3,396

King Digital Entertainment PLC (a)(d)

299,300

5,821

KPIT Cummins Infosystems Ltd.

7,000,000

17,843

KSK Co., Ltd. (e)

622,600

4,659

Micro Focus International PLC

398,300

5,716

Microsoft Corp.

30,069,000

1,297,778

Net 1 UEPS Technologies, Inc. (a)

697,000

7,423

NIIT Technologies Ltd.

2,018,000

12,488

Nuance Communications, Inc. (a)

478,500

8,699

Nucleus Software Exports Ltd. (e)

2,200,000

7,468

Oracle Corp.

13,176,200

532,187

Parametric Technology Corp. (a)

601,188

21,619

Pro-Ship, Inc.

147,800

3,620

Software AG (Bearer) (d)

3,484,800

87,587

Sword Group (e)

588,700

14,347

Symantec Corp.

591,400

13,993

Synopsys, Inc. (a)

340,200

12,849

Vasco Data Security International, Inc. (a)

1,700,400

23,074

Vitec Software Group AB

203,900

3,990

Zensar Technologies Ltd.

738,500

5,111

 

2,581,402

Technology Hardware, Storage & Peripherals - 5.1%

Compal Electronics, Inc.

150,050,000

137,783

EMC Corp.

536,700

15,725

Hewlett-Packard Co.

6,355,500

226,319

Lexmark International, Inc. Class A

1,891,800

90,863

Logitech International SA (Reg.) (d)

4,231,570

62,397

NCR Corp. (a)

693,400

21,461

QLogic Corp. (a)

962,956

8,763

Quantum Corp. (a)

6,537,100

8,171

Seagate Technology LLC (e)

29,123,200

1,706,620

Silicon Graphics International Corp. (a)

917,400

8,724

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - continued

Super Micro Computer, Inc. (a)(e)

2,247,322

$ 58,812

TPV Technology Ltd.

81,548,000

17,527

 

2,363,165

TOTAL INFORMATION TECHNOLOGY

9,145,352

MATERIALS - 2.8%

Chemicals - 2.0%

Aditya Birla Chemicals India Ltd. (a)(e)

2,338,600

7,838

C. Uyemura & Co. Ltd. (e)

622,300

34,020

Chase Corp. (e)

878,586

29,652

Core Molding Technologies, Inc. (a)(e)

398,300

5,277

Deepak Fertilisers and Petrochemicals Corp. Ltd. (e)

7,569,000

20,290

Deepak Nitrite Ltd. (e)

6,000,000

7,934

EcoGreen Fine Chemical Group Ltd. (e)

43,796,000

13,710

FMC Corp.

2,912,300

189,940

Fujikura Kasei Co., Ltd. (e)

3,176,200

16,414

Fuso Chemical Co. Ltd.

261,600

9,043

Gujarat Narmada Valley Fertilizers Co. (e)

11,757,397

17,956

Gujarat State Fertilizers & Chemicals Ltd. (e)

31,000,000

39,198

Honshu Chemical Industry Co. Ltd. (e)

923,000

7,278

Huabao International Holdings Ltd.

2,987,000

2,169

Innospec, Inc.

970,800

39,036

Intrepid Potash, Inc. (a)(d)

777,500

11,515

KPC Holdings Corp.

43,478

2,828

KPX Chemical Co. Ltd.

163,083

9,257

KPX Green Chemical Co. Ltd.

200,000

1,174

Kraton Performance Polymers, Inc. (a)

1,095,200

22,572

Miwon Chemicals Co. Ltd.

55,095

1,905

Miwon Commercial Co. Ltd. (a)

13,819

2,279

Muto Seiko Co. Ltd.

291,200

1,752

Nano Chem Tech, Inc.

125,000

424

Nuplex Industries Ltd.

4,304,414

10,860

OM Group, Inc. (e)

1,941,600

54,889

PolyOne Corp.

335,300

12,725

RPM International, Inc.

388,700

17,173

SK Kaken Co. Ltd.

378,000

31,897

Soda Aromatic Co. Ltd.

275,700

2,509

Soken Chemical & Engineer Co. Ltd. (e)

781,500

8,865

T&K Toka Co. Ltd. (e)

796,500

16,827

Thai Carbon Black PCL (For. Reg.)

13,441,500

10,036

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Thai Rayon PCL (For. Reg.)

3,186,100

$ 3,325

Tronox Ltd. Class A

691,700

18,358

Yara International ASA

4,480,900

205,357

Yip's Chemical Holdings Ltd. (e)

30,096,000

19,617

 

905,899

Construction Materials - 0.1%

Brampton Brick Ltd. Class A (sub. vtg.) (a)

825,900

4,355

Mitani Sekisan Co. Ltd. (e)

1,742,400

26,116

Titan Cement Co. SA (Reg.)

746,700

22,997

 

53,468

Containers & Packaging - 0.3%

AMVIG Holdings Ltd.

100,000

38

Ball Corp.

280,630

17,191

Chuoh Pack Industry Co. Ltd. (e)

495,000

6,250

Kohsoku Corp. (e)

2,036,100

18,643

Samhwa Crown & Closure Co. Ltd.

50,000

1,615

Sealed Air Corp.

485,900

15,607

Silgan Holdings, Inc.

873,700

43,004

Sonoco Products Co.

372,800

14,591

Starlite Holdings Ltd.

2,914,000

170

The Pack Corp. (e)

1,931,900

38,239

 

155,348

Metals & Mining - 0.4%

Alconix Corp. (e)

1,233,800

18,564

Blue Earth Refineries, Inc. (a)

266,309

0

Chubu Steel Plate Co. Ltd.

485,400

2,566

Cliffs Natural Resources, Inc. (d)

800,000

13,960

Compania de Minas Buenaventura SA sponsored ADR

2,240,200

26,233

Fortescue Metals Group Ltd.

1,511,268

6,775

Freeport-McMoRan Copper & Gold, Inc.

424,600

15,804

Handy & Harman Ltd. (a)

34,700

781

Hill & Smith Holdings PLC

2,090,900

17,933

Korea Steel Shapes Co. Ltd.

34,000

1,111

Orosur Mining, Inc. (a)

3,484,800

799

Orvana Minerals Corp. (a)

896,097

403

Pacific Metals Co. Ltd. (a)

4,466,000

21,969

Sherritt International Corp.

1,553,300

6,382

Tohoku Steel Co. Ltd. (e)

733,000

9,460

Tokyo Kohtetsu Co. Ltd. (e)

1,393,900

5,646

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Metals & Mining - continued

Tokyo Tekko Co. Ltd. (e)

4,466,000

$ 23,726

Webco Industries, Inc. (a)

8,922

749

 

172,861

Paper & Forest Products - 0.0%

Cardinal Co. Ltd.

67,300

393

Stella-Jones, Inc. (a)

600,000

14,858

 

15,251

TOTAL MATERIALS

1,302,827

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

APT Satellite Holdings Ltd.

96,500

142

Asia Satellite Telecommunications Holdings Ltd.

398,500

1,376

Atlantic Tele-Network, Inc.

248,900

14,563

 

16,081

UTILITIES - 0.2%

Electric Utilities - 0.1%

Exelon Corp.

970,800

30,172

Gas Utilities - 0.1%

GAIL India Ltd.

1,200,000

8,609

Hokuriku Gas Co.

1,792,000

4,595

K&O Energy Group, Inc. (a)

501,000

7,352

Keiyo Gas Co. Ltd.

606,000

2,975

KyungDong City Gas Co. Ltd.

153,670

18,214

Kyungnam Energy Co. Ltd.

200,000

1,422

 

43,167

Independent Power Producers & Energy Traders - 0.0%

Mega First Corp. Bhd (e)

22,662,000

16,087

Multi-Utilities - 0.0%

CMS Energy Corp.

892,900

25,832

Water Utilities - 0.0%

Manila Water Co., Inc.

972,500

596

TOTAL UTILITIES

115,854

TOTAL COMMON STOCKS

(Cost $21,775,405)


40,342,356

Nonconvertible Preferred Stocks - 0.0%

Shares

Value (000s)

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Nam Yang Dairy Products

4,917

$ 1,720

MATERIALS - 0.0%

Construction Materials - 0.0%

Buzzi Unicem SpA (Risparmio Shares)

1,991,300

19,945

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $17,101)


21,665

Convertible Bonds - 0.0%

 

Principal Amount (000s)

 

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

USEC, Inc. 3% 10/1/14

(Cost $35,937)

$ 36,060


11,629

Money Market Funds - 14.9%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

6,523,404,635

6,523,405

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

448,565,903

448,566

TOTAL MONEY MARKET FUNDS

(Cost $6,971,971)


6,971,971

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $28,800,414)

47,347,621

NET OTHER ASSETS (LIABILITIES) - (1.2)%

(574,370)

NET ASSETS - 100%

$ 46,773,251

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 6,537

Fidelity Securities Lending Cash Central Fund

11,318

Total

$ 17,855

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Aalberts Industries NV

$ 239,370

$ -

$ 9,227*

$ 4,464

$ 281,757

Aastra Technologies Ltd.

25,843

-

26,530

6,268

-

Abbey PLC

23,711

38

978*

261

30,448

Abercrombie & Fitch Co. Class A

299,220

55,586

10,909*

5,679

289,830

Accell Group NV

43,841

602

1,409*

1,526

43,386

Aditya Birla Chemicals India Ltd.

2,707

-

-

34

7,838

AECOM Technology Corp.

256,108

8,605

7,133*

-

258,543

Aeropostale, Inc.

123,720

-

-

-

27,148

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Air T, Inc.

$ 2,571

$ -

$ 92*

$ -

$ 2,753

AJIS Co. Ltd.

7,441

-

239*

209

8,540

Akka Technologies SA

22,673

10,918

1,098*

756

41,030

Albemarle & Bond Holdings PLC

5,818

1,227

25*

-

356

Alconix Corp.

12,209

-

405*

371

18,564

Almost Family, Inc.

17,921

-

658*

-

21,317

Alpha & Omega Semiconductor Ltd.

19,508

-

563*

-

22,652

Alps Logistics Co. Ltd.

18,309

-

544*

544

17,922

Ambassadors Group, Inc.

6,444

-

202*

-

7,390

Amdocs Ltd.

328,084

-

24,483*

4,711

-

ANSYS, Inc.

399,200

-

11,122*

-

373,459

APRIL

51,140

5,538

1,888*

1,588

60,280

Ark Restaurants Corp.

4,734

-

348*

221

4,456

Arrhythmia Research Technology, Inc.

629

-

896*

-

-

Arts Optical International Holdings Ltd.

7,534

-

261*

216

10,016

ASL Marine Holdings Ltd.

8,850

7,855

492*

336

16,853

Assurant, Inc.

284,340

-

10,031*

5,320

322,933

ASTI Corp.

3,128

200

79*

12

2,661

Atlas Air Worldwide Holdings, Inc.

-

68,861

1,521*

-

69,191

Avery Dennison Corp.

284,036

-

292,337

1,914

-

Axell Corp.

17,837

-

474*

457

14,165

Axis Capital Holdings Ltd.

345,875

-

17,618*

8,266

325,726

AZZ, Inc.

56,745

-

1,931*

829

63,553

Barratt Developments
PLC

416,580

685

16,732*

7,817

481,338

Bel Fuse, Inc. Class A

4,238

-

1,098*

61

5,387

Belc Co. Ltd.

36,624

-

1,198*

767

56,050

Belluna Co. Ltd.

51,620

754

1,407*

1,150

48,790

Best Buy Co., Inc.

717,045

301,265

38,698*

19,767

1,021,017

Black Box Corp.

48,731

-

1,200*

658

36,191

Blackhawk Network Holdings, Inc.

-

49,251

2,044

-

-

BMTC Group, Inc. Class A (sub. vtg.)

73,987

-

2,194*

1,089

67,542

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

C. Uyemura & Co. Ltd.

$ 30,116

$ -

$ 1,548*

$ 506

$ 34,020

Cal Dive International, Inc.

12,984

-

1,192*

-

6,403

Calian Technologies Ltd.

13,833

-

386*

690

14,688

Career Education Corp.

21,638

-

1,284*

-

33,337

Cash Converters International Ltd.

24,925

880

636*

866

24,558

Cathay General Bancorp

98,010

-

21,549*

637

-

CEC Entertainment, Inc.

83,180

-

106,946

980

-

Chase Corp.

25,113

-

865*

407

29,652

Chime Communications PLC

20,234

-

2,242*

536

-

Chuoh Pack Industry Co. Ltd.

5,469

-

157*

184

6,250

Citi Trends, Inc.

15,499

-

18,365*

-

-

CKD Corp.

30,600

-

23,620*

428

-

Clip Corp.

3,635

-

103*

141

3,253

Codorus Valley Bancorp, Inc.

3,624

5,095

201*

156

9,462

Core Molding Technologies, Inc.

3,240

1,397

1,460*

-

5,277

Cosmos Pharmaceutical Corp.

196,696

-

5,784*

889

220,093

CRA International, Inc.

17,417

2,084

743*

-

23,464

Create SD Holdings Co. Ltd.

81,087

-

2,076*

1,130

78,557

CSE Global Ltd.

30,745

1,229

687*

12,541

27,687

Cybernet Systems Co. Ltd.

6,574

-

210*

292

7,278

Daewon Pharmaceutical Co. Ltd.

17,353

580

-

92

17,803

Daiichi Kensetsu Corp.

23,493

699

808*

395

28,865

DCC PLC (United Kingdom)

336,898

-

18,829*

10,310

455,343

Deepak Fertilisers and Petrochemicals Corp. Ltd.

10,529

-

-

817

20,290

Deepak Nitrite Ltd.

2,686

112

431

99

7,934

Diversicare Healthcare Services, Inc.

1,844

-

791*

70

-

Divestco, Inc.

576

-

23*

-

514

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Dong Suh Companies, Inc.

$ 69,080

$ 10,228

$ -

$ 2,016

$ 98,054

DongKook Pharmaceutical Co. Ltd.

17,758

10,076

-

138

23,113

Doshisha Co. Ltd.

23,239

5,772

899*

506

36,672

DVx, Inc.

7,872

-

270*

109

7,461

Ebix, Inc.

30,740

3,334

3,277*

373

32,550

EcoGreen Fine Chemical Group Ltd.

8,492

-

295*

490

13,710

Educational Development Corp.

1,203

-

41*

123

1,803

Elematec Corp.

9,892

6,853

664*

526

21,667

Endurance Specialty Holdings Ltd.

136,838

-

4,025*

3,410

133,500

EOH Holdings Ltd.

49,769

17

4,515*

687

68,225

Excel Co. Ltd.

10,640

-

322

262

17,995

F&F Co. Ltd.

4,912

-

647

65

-

Farstad Shipping ASA

69,780

-

1,821*

1,180

56,831

Federal Screw Works

237

-

118*

-

-

First Juken Co. Ltd.

22,801

-

635*

603

21,501

Folli Follie SA

102,612

713

8,357*

-

175,629

Food Empire Holdings Ltd.

27,265

-

494*

230

15,401

Foremost Income Fund

17,094

-

-

556

-

Fresh Del Monte Produce, Inc.

176,967

-

5,185*

3,130

183,119

Fuji Kosan Co. Ltd.

315

4,555

148*

106

4,721

Fuji Oil Co. Ltd. (formerly AOC Holdings, Inc.)

19,711

-

1,946*

260

18,497

Fujikura Kasei Co., Ltd.

15,404

-

561*

413

16,414

Fursys, Inc.

22,429

2,184

-

524

30,525

Fyffes PLC (Ireland)

26,042

869

1,427*

858

40,978

Gabia, Inc.

3,523

3,472

-

14

6,631

GameStop Corp.
Class A

343,420

-

56,354*

7,211

244,471

Gencor Industries, Inc.

3,011

755

124*

-

4,833

Genky Stores, Inc.

5,111

-

161*

104

9,170

Genworth MI Canada, Inc.

157,381

1,258

31,327*

6,012

173,311

Geodesic Ltd.

304

-

-

-

141

Geumhwa PSC Co. Ltd.

2,975

6,630

-

212

13,551

Gildan Activewear, Inc.

345,886

-

31,942*

2,630

416,798

Glentel, Inc.

31,307

3,705

726*

875

21,636

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Global Brass & Copper Holdings, Inc.

$ -

$ 19,153

$ 520*

$ 101

$ 17,018

Goodfellow, Inc.

7,368

130

219*

271

7,612

Green Dot Corp.
Class A

69,840

968

25,926*

-

35,823

Greggs PLC

17,528

50,948

2,434*

2,612

85,359

Guess?, Inc.

278,470

14,118

7,820*

7,149

220,700

Gujarat Narmada Valley Fertilizers Co.

8,131

5,869

-

392

17,956

Gujarat State Fertilizers & Chemicals Ltd.

21,553

6,269

-

1,031

39,198

Gulliver International Co. Ltd.

47,192

-

13,975*

829

52,416

Halows Co. Ltd.

12,649

1,586

505*

201

17,545

Hamakyorex Co. Ltd.

24,704

169

630*

285

22,785

Hampshire Group Ltd.

4,140

-

98*

-

3,215

Handsome Co. Ltd.

60,161

-

-

615

64,893

Hankook Shell Oil Co. Ltd.

23,328

-

449

1,071

32,938

Hanwha Galleria Timeworld Co. Ltd.

10,924

-

-

269

15,301

Heartland Payment Systems, Inc.

74,621

-

2,558*

616

92,227

Helen of Troy Ltd.

135,511

-

26,938*

-

148,105

Henry Boot PLC

21,879

-

10,601*

489

-

Hiday Hidaka Corp.

26,610

-

880*

419

33,700

Honshu Chemical Industry Co. Ltd.

5,819

362

207*

132

7,278

Hoshiiryou Sanki Co. Ltd.

7,963

1,375

322*

153

10,695

Houston Wire & Cable Co.

18,754

55

572*

566

14,709

HTL International Holdings Ltd.

6,275

-

183*

-

6,374

Hurco Companies, Inc.

18,055

223

471*

150

20,014

Hutech Norin Co. Ltd.

10,713

-

300*

264

10,027

Huvitz Co. Ltd.

16,703

395

-

38

12,665

Hwacheon Machine Tool Co. Ltd.

9,980

-

-

260

13,316

I-Sheng Electric Wire & Cable Co. Ltd.

16,523

2,171

1,510

1,149

17,949

IA Group Corp.

5,988

-

186*

235

6,654

ICT Automatisering NV

4,418

-

179*

148

5,754

IDIS Holdings Co. Ltd.

9,104

1,524

-

28

10,574

Ihara Science Corp.

6,322

842

255*

195

9,965

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Il Dong Holdings Co. Ltd.

$ 22,641

$ -

$ -

$ 316

$ 33,888

Image Sensing Systems, Inc.

2,611

-

53*

-

902

Indra Sistemas

222,717

-

9,033*

6,267

246,916

Infomedia Ltd.

8,198

-

2,576*

444

-

InfoVine Co. Ltd.

-

4,964

-

61

4,567

Intage Holdings, Inc.

25,795

-

916*

488

28,886

Intelligent Digital Integrated Security Co. Ltd.

18,391

76

-

259

14,181

INTOPS Co. Ltd.

18,060

-

-

273

15,300

INZI Controls Co. Ltd.

7,299

-

-

120

7,865

Isewan Terminal Service Co. Ltd.

9,483

115

269*

307

9,659

Isra Vision AG

20,515

-

832*

176

26,613

Jack in the Box, Inc.

188,423

-

175,949*

240

-

JAKKS Pacific, Inc.

7,813

-

2,104*

-

-

Jaya Holdings Ltd.

34,078

-

1,160*

48,443

3,588

Jeil Pharmaceutical Co.

17,904

-

-

47

41,772

JLM Couture, Inc.

449

-

15*

-

480

Jorudan Co. Ltd.

2,804

-

93*

40

3,396

Jos. A. Bank Clothiers, Inc.

111,854

-

10,443

-

-

Jumbo SA

119,200

558

6,228*

-

171,244

Kingboard Chemical Holdings Ltd.

163,878

49,522

5,758*

5,488

192,634

Knoll, Inc.

74,340

-

26,035*

1,830

50,211

Know IT AB

13,221

-

507*

715

14,765

Kohsoku Corp.

19,836

-

543*

397

18,643

Kondotec, Inc.

9,709

788

335*

229

11,235

Korea Electric Terminal Co. Ltd.

23,173

-

-

223

30,276

KPX Chemical Co. Ltd.

10,638

-

-

195

-

KSK Co., Ltd.

3,995

-

135*

166

4,659

Kwang Dong Pharmaceutical Co. Ltd.

19,667

3,530

-

183

28,744

Kyeryong Construction Industrial Co. Ltd.

6,517

-

-

-

14,021

Kyoto Kimono Yuzen Co. Ltd.

18,786

-

1,288*

638

15,644

Kyowakogyosyo Co. Ltd.

1,597

1,531

84*

48

2,650

LCNB Corp.

-

12,961

270*

219

11,296

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Leeno Industrial, Inc.

$ 4,734

$ 14,784

$ -

$ 123

$ 29,484

LHC Group, Inc.

43,471

-

1,228*

-

43,196

Maruzen Co. Ltd.

16,945

-

505*

352

17,696

Mastek Ltd.

3,637

-

-

151

6,384

Medical Action Industries, Inc.

11,947

330

16,600*

-

-

Meetic

27,555

-

42,287

-

-

Mega First Corp. Bhd

11,797

-

-

526

16,087

Melbourne IT Ltd.

13,978

-

315*

3,860

11,855

Melcor Real Estate Investment Trust

-

8,654

237*

381

7,956

Melexis NV

78,571

-

14,005*

2,728

138,271

Mesa Laboratories, Inc.

20,720

-

1,325*

184

23,017

Metro, Inc. Class A (sub. vtg.)

783,669

-

25,325*

9,458

683,831

Michang Oil Industrial Co. Ltd.

12,427

-

-

260

12,084

Miroku Corp.

1,566

394

72*

55

2,570

Mitani Sekisan Co. Ltd.

23,057

860

1,455*

251

26,116

Mitie Group PLC

98,221

-

6,634*

4,243

116,293

Monogatari Corp. (The)

-

16,529

287*

70

15,496

Motonic Corp.

32,450

-

575

653

47,265

Mr. Bricolage SA

12,721

354

528*

287

19,662

Muhak Co. Ltd.

44,193

650

-

-

91,496

Multi-Fineline Electronix, Inc.

24,708

11,717

915*

-

23,457

Murakami Corp.

11,156

1,630

346*

127

11,394

Muramoto Electronic Thailand PCL (For. Reg.)

6,845

-

491*

129

9,776

Nac Co. Ltd.

-

20,717

574*

245

16,765

Nadex Co. Ltd.

4,577

602

183*

101

5,729

Nafco Co. Ltd.

43,174

928

1,015*

740

38,984

Nakayamafuku Co. Ltd.

2,573

5,754

231*

227

8,185

NCI, Inc. Class A

4,025

85

290*

-

7,824

ND Software Co. Ltd.

2,357

8,356

429*

187

14,791

NETGEAR, Inc.

68,861

15,949

11,042*

-

77,282

Next PLC

1,263,908

-

57,274*

76,421

1,843,594

Nextchip Co. Ltd.

4,400

-

-

-

2,932

NICE Information Service Co. Ltd.

6,815

388

-

199

-

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

NICE Total Cash Management Co., Ltd.

$ 4,720

$ 3

$ -

$ 103

$ 6,502

Nippo Ltd.

4,679

404

116*

116

3,637

Nishimatsuya Chain Co. Ltd.

47,542

-

5,935*

893

37,519

North Valley Bancorp

7,566

-

468*

-

8,681

Northrim Bancorp, Inc.

12,760

-

361*

338

11,905

Nucleus Software Exports Ltd.

1,612

1,737

-

220

7,468

Nutraceutical International Corp.

25,409

-

871*

-

25,624

OFG Bancorp

46,259

-

-

687

39,972

OM Group, Inc.

91,195

-

31,953*

296

54,889

Orbotech Ltd.

29,234

-

19,691*

-

-

Otaki Gas Co. Ltd.

4,748

477

-

32

-

P&F Industries, Inc. Class A

2,976

98

80*

-

2,962

Pacer International, Inc.

11,080

-

14,684

-

-

Pacific Premier Bancorp, Inc.

12,379

-

457*

-

13,189

Pal Co. Ltd.

44,710

-

842*

710

43,884

Panasonic Information Systems Co.

12,397

3,262

496*

343

16,217

Papa John's International, Inc.

94,699

-

117,028*

803

-

Parker Corp.

5,894

208

304*

130

10,561

Pelion SA

16,625

-

492*

535

14,467

Pinnacle Technology Holdings Ltd.

21,154

2,719

463*

280

11,606

Piolax, Inc.

28,977

-

2,992*

416

37,494

Prim SA

12,803

2

412*

394

14,023

Qol Co. Ltd.

-

12,573

357*

174

11,928

Qumu Corp. (formerly Rimage Corp.)

8,715

-

9,809

-

-

Relo Holdings Corp.

68,914

-

2,272*

1,210

92,610

RenaissanceRe Holdings Ltd.

269,607

-

8,915*

3,512

294,359

Rocky Mountain Chocolate Factory, Inc.

6,628

-

178*

217

6,174

Ruby Tuesday, Inc.

45,384

-

7,281*

-

31,434

S&T Holdings Co. Ltd.

12,259

708

-

255

13,996

Safeway, Inc.

335,270

53,939

14,549*

60,178

489,018

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sakai Moving Service Co. Ltd.

$ 20,739

$ 244

$ 804*

$ 490

$ 28,310

Samsung Climate Control Co. Ltd.

3,136

412

-

19

4,792

Sanei Architecture Planning Co. Ltd.

11,803

-

347*

272

12,065

Sarantis SA

15,937

-

699*

864

24,399

ScanSource, Inc.

71,220

2,253

3,054*

-

71,308

Seagate Technology LLC

1,227,300

-

45,123*

49,778

1,706,620

SED International Holdings, Inc.

893

-

971

-

-

Select Harvests Ltd.

17,886

-

952*

970

25,659

Senshu Electric Co. Ltd.

12,718

-

426*

308

15,708

Servotronics, Inc.

674

600

28*

-

1,053

Sewon Precision Industries Co. Ltd.

10,657

-

-

36

14,512

Shibaura Electronics Co. Ltd.

9,255

-

446*

268

15,062

Shinsegae Engineering & Construction Co. Ltd.

2,882

-

699

-

4,744

ShoLodge, Inc.

5

-

-*

-

2

Sigmatron International, Inc.

1,596

105

2,186*

-

-

Sinwa Ltd.

4,072

199

116*

545

4,865

SJM Co. Ltd.

13,449

-

-

200

11,967

SJM Holdings Co. Ltd.

6,762

-

-

168

6,085

Societe Pour L'Informatique Industrielle SA

12,384

2,441

608*

145

18,979

Soken Chemical & Engineer Co. Ltd.

11,223

-

237*

243

8,865

Sonic Corp.

92,220

-

40,400*

-

83,339

Span-America Medical System, Inc.

6,045

20

169*

161

5,472

Sporton International, Inc.

24,296

-

29,865

851

-

Sportscene Group, Inc. Class A

2,629

-

89*

183

3,027

Stanley Furniture Co., Inc.

4,449

-

382*

-

2,988

Stantec, Inc.

109,836

-

20,297*

1,223

-

Steiner Leisure Ltd.

95,601

-

5,139*

-

61,992

Step Co. Ltd.

11,870

-

289*

281

9,870

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sterling Construction Co., Inc.

$ 16,007

$ 1,262

$ 480*

$ -

$ 15,563

Strattec Security Corp.

13,510

-

8,077*

135

13,458

Strongco Corp.

3,993

-

110*

-

3,296

Sun Hing Vision Group Holdings Ltd.

8,643

-

229*

509

7,647

Sunjin Co. Ltd.

12,780

-

-

69

29,546

Super Micro Computer, Inc.

37,859

-

22,138*

-

58,812

Swift Energy Co.

50,323

10,167

5,138*

-

48,193

Sword Group

9,786

130

441*

697

14,347

SYNNEX Corp.

173,568

-

6,302*

-

219,474

T&K Toka Co. Ltd.

17,036

426

500*

216

16,827

Techno Smart Corp.

3,790

-

167*

134

5,246

Teems, Inc.

1,330

-

1,386

-

-

Telechips, Inc.

4,589

-

-

-

4,533

Tempur Sealy International, Inc.

162,565

-

172,772*

-

-

Tessco Technologies, Inc.

16,821

-

553*

396

15,558

The Pack Corp.

33,434

-

1,076*

859

38,239

Theragenics Corp.

6,299

-

6,793

-

-

Titan Machinery, Inc.

-

17,834

395*

-

16,490

TKH Group NV unit

82,535

-

30,225*

1,958

65,799

Tocalo Co. Ltd.

9,854

3,069

452*

411

15,754

Tohoku Steel Co. Ltd.

8,482

-

250*

82

9,460

Token Corp.

52,701

-

1,288*

773

44,843

Tokyo Kisen Co. Ltd.

5,056

-

158*

172

5,487

Tokyo Kohtetsu Co. Ltd.

2,483

3,550

175*

97

5,646

Tokyo Tekko Co. Ltd.

17,336

-

575*

285

23,726

Tomen Devices Corp.

11,635

-

335*

234

11,462

Tomen Electronics Corp.

17,087

-

710*

538

23,083

Total Energy Services, Inc.

37,070

73

1,435*

432

48,493

Totech Corp.

2,544

4,432

194*

128

7,537

TOW Co. Ltd.

6,695

-

238*

280

7,918

Trancom Co. Ltd.

30,273

-

1,133*

596

39,830

Trio-Tech International

1,164

-

145*

-

1,032

Triple-S Management Corp.

53,961

483

1,422*

-

41,913

Tsukui Corp.

11,999

11,889

379*

108

21,377

Tuesday Morning Corp.

24,681

-

27,154

-

-

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Tungtex Holdings Co. Ltd.

$ 2,553

$ -

$ 912*

$ 34

$ -

UANGEL Corp.

3,938

-

-

95

2,764

UKC Holdings Corp.

25,977

-

764*

566

23,792

Uni-Select, Inc.

40,634

-

1,549*

860

50,376

Unit Corp.

183,438

-

43,238*

-

214,459

United Stationers, Inc.

100,642

-

2,892*

1,353

91,070

Universal Security Instruments, Inc.

1,288

-

31*

-

857

Unum Group

512,568

31,298

16,729*

9,792

571,080

USS Co. Ltd.

201,114

-

35,508*

4,866

-

Utah Medical Products, Inc.

24,282

-

1,237*

420

21,459

Vasco Data Security International, Inc.

25,925

1,531

20,012*

-

-

Vera Bradley, Inc.

38,784

12,353

33,325*

-

-

VSE Corp.

22,979

-

813*

194

30,705

VST Holdings Ltd.

21,288

4,658

1,128*

1,503

37,074

W&T Offshore, Inc.

80,636

1,244

2,226*

4,028

65,425

Watts Co. Ltd.

14,929

706

365*

227

13,030

Weight Watchers International, Inc.

-

158,558

23,971*

-

100,767

Whanin Pharmaceutical Co. Ltd.

20,856

-

-

368

27,350

WIN-Partners Co. Ltd.

11,465

2,478

478*

420

17,424

Wireless Telecom Group, Inc.

1,989

-

2,086*

-

-

Workman Co. Ltd.

57,720

-

1,894*

1,045

70,306

XAC Automation Corp.

11,491

-

13,376

233

-

YBM Sisa.com, Inc.

4,019

-

93

149

3,758

Yip's Chemical Holdings Ltd.

27,782

-

664*

985

19,617

Young Poong Precision Corp.

8,640

-

7,711

59

-

Youngone Holdings Co. Ltd.

53,738

-

-

366

70,566

Yusen Logistics Co. Ltd.

38,115

-

5,421*

668

43,703

Yutaka Giken Co. Ltd.

35,192

-

977*

508

32,940

Total

$ 17,627,858

$ 1,221,310

$ 2,286,370

$ 497,213

$ 18,279,903

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

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

Annual Report

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,362,139

$ 9,444,135

$ 1,917,400

$ 604

Consumer Staples

3,347,255

2,350,035

997,220

-

Energy

1,918,175

1,292,462

625,713

-

Financials

5,387,180

4,584,470

801,299

1,411

Health Care

4,152,999

3,749,965

395,466

7,568

Industrials

3,596,214

2,790,123

806,089

2

Information Technology

9,145,352

7,698,664

1,445,193

1,495

Materials

1,322,772

852,946

469,826

-

Telecommunication Services

16,081

14,563

1,518

-

Utilities

115,854

56,004

59,850

-

Corporate Bonds

11,629

-

11,629

-

Money Market Funds

6,971,971

6,971,971

-

-

Total Investments in Securities:

$ 47,347,621

$ 39,805,338

$ 7,531,203

$ 11,080

The following is a summary of transfers between Level 1 and Level 2 for the period ended July 31, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 4,982,492

Level 2 to Level 1

$ 0

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

United States of America

60.3%

Japan

6.8%

United Kingdom

6.2%

Ireland

5.3%

Canada

4.0%

Bermuda

2.5%

Netherlands

2.5%

Korea (South)

2.2%

Taiwan

1.5%

Italy

1.3%

Greece

1.1%

Cayman Islands

1.1%

Others (Individually Less Than 1%)

5.2%

 

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $428,927) - See accompanying schedule:

Unaffiliated issuers (cost $12,462,298)

$ 22,095,747

 

Fidelity Central Funds (cost $6,971,971)

6,971,971

 

Other affiliated issuers (cost $9,366,145)

18,279,903

 

Total Investments (cost $28,800,414)

 

$ 47,347,621

Cash

 

47

Foreign currency held at value (cost $96)

96

Receivable for investments sold

23,603

Receivable for fund shares sold

27,939

Dividends receivable

61,317

Interest receivable

593

Distributions receivable from Fidelity Central Funds

2,033

Receivable from investment adviser for expense reductions

21

Other receivables

1,793

Total assets

47,465,063

 

 

 

Liabilities

Payable for investments purchased

$ 131,983

Payable for fund shares redeemed

68,618

Accrued management fee

28,382

Other affiliated payables

4,724

Other payables and accrued expenses

9,539

Collateral on securities loaned, at value

448,566

Total liabilities

691,812

 

 

 

Net Assets

$ 46,773,251

Net Assets consist of:

 

Paid in capital

$ 26,228,906

Undistributed net investment income

303,889

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

1,701,578

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

18,538,878

Net Assets

$ 46,773,251

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

July 31, 2014

 

 

 

Low-Priced Stock:
Net Asset Value, offering price and redemption price per share ($30,575,701 ÷ 599,139 shares)

$ 51.03

 

 

 

Class K:
Net Asset Value, offering price and redemption price per share ($16,197,550 ÷ 317,471 shares)

$ 51.02

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends (including $497,213 earned from other affiliated issuers)

 

$ 857,157

Interest

 

1,615

Income from Fidelity Central Funds

 

17,855

Total income

 

876,627

 

 

 

Expenses

Management fee
Basic fee

$ 278,599

Performance adjustment

26,115

Transfer agent fees

52,504

Accounting and security lending fees

2,449

Custodian fees and expenses

2,976

Independent trustees' compensation

191

Appreciation in deferred trustee compensation account

1

Registration fees

482

Audit

228

Legal

148

Miscellaneous

363

Total expenses before reductions

364,056

Expense reductions

(625)

363,431

Net investment income (loss)

513,196

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,149,565

Other affiliated issuers

1,278,165

 

Foreign currency transactions

(300)

Total net realized gain (loss)

 

3,427,430

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $7,220)

2,225,690

Assets and liabilities in foreign currencies

(429)

Total change in net unrealized appreciation (depreciation)

 

2,225,261

Net gain (loss)

5,652,691

Net increase (decrease) in net assets resulting from operations

$ 6,165,887

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 513,196

$ 437,698

Net realized gain (loss)

3,427,430

2,498,753

Change in net unrealized appreciation (depreciation)

2,225,261

7,694,670

Net increase (decrease) in net assets resulting
from operations

6,165,887

10,631,121

Distributions to shareholders from net investment income

(372,615)

(432,424)

Distributions to shareholders from net realized gain

(2,653,754)

(1,951,147)

Total distributions

(3,026,369)

(2,383,571)

Share transactions - net increase (decrease)

768,382

1,629,061

Redemption fees

2,996

2,348

Total increase (decrease) in net assets

3,910,896

9,878,959

 

 

 

Net Assets

Beginning of period

42,862,355

32,983,396

End of period (including undistributed net investment income of $303,889 and undistributed net investment income of $186,065, respectively)

$ 46,773,251

$ 42,862,355

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

Annual Report

Financial Highlights - Low-Priced Stock

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 47.84

$ 38.52

$ 40.67

$ 33.07

$ 28.20

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .53

  .48

  .37

  .23

  .07

Net realized and unrealized gain (loss)

  5.96

  11.61

  (.03)

  7.53

  5.00

Total from investment operations

  6.49

  12.09

  .34

  7.76

  5.07

Distributions from net investment income

  (.39)

  (.49)

  (.28)

  (.15)

  (.12)

Distributions from net realized gain

  (2.91)

  (2.28)

  (2.21)

  (.01)

  (.08)

Total distributions

  (3.30)

  (2.77)

  (2.49)

  (.16)

  (.20)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 51.03

$ 47.84

$ 38.52

$ 40.67

$ 33.07

Total ReturnA

  14.42%

  33.12%

  1.68%

  23.53%

  18.06%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .82%

  .79%

  .88%

  .83%

  .99%

Expenses net of fee waivers, if any

  .82%

  .79%

  .88%

  .83%

  .99%

Expenses net of all reductions

  .82%

  .79%

  .88%

  .83%

  .99%

Net investment income (loss)

  1.07%

  1.14%

  1.00%

  .61%

  .21%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 30,576

$ 28,171

$ 22,999

$ 26,762

$ 24,538

Portfolio turnover rateD

  12% G

  11%

  19%

  15%

  20%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 47.83

$ 38.52

$ 40.67

$ 33.11

$ 28.22

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .58

  .53

  .42

  .28

  .11

Net realized and unrealized gain (loss)

  5.96

  11.60

  (.03)

  7.51

  5.01

Total from investment operations

  6.54

  12.13

  .39

  7.79

  5.12

Distributions from net investment income

  (.44)

  (.54)

  (.33)

  (.23)

  (.15)

Distributions from net realized gain

  (2.91)

  (2.28)

  (2.21)

  (.01)

  (.08)

Total distributions

  (3.35)

  (2.82)

  (2.54)

  (.23) G

  (.23)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 51.02

$ 47.83

$ 38.52

$ 40.67

$ 33.11

Total ReturnA

  14.55%

  33.27%

  1.83%

  23.66%

  18.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .72%

  .68%

  .76%

  .71%

  .85%

Expenses net of fee waivers, if any

  .72%

  .68%

  .76%

  .71%

  .85%

Expenses net of all reductions

  .72%

  .68%

  .76%

  .70%

  .85%

Net investment income (loss)

  1.17%

  1.26%

  1.12%

  .74%

  .35%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 16,198

$ 14,691

$ 9,985

$ 8,031

$ 4,357

Portfolio turnover rateD

  12% H

  11%

  19%

  15%

  20%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.23 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.008 per share.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

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

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

Gross unrealized appreciation

$ 20,043,932

Gross unrealized depreciation

(1,680,375)

Net unrealized appreciation (depreciation) on securities

$ 18,363,557

 

 

Tax Cost

$ 28,984,064

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

Undistributed ordinary income

$ 351,786

Undistributed long-term capital gain

$ 1,838,693

Net unrealized appreciation (depreciation) on securities and other investments

$ 18,362,886

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 502,790

$ 455,010

Long-term Capital Gains

2,523,579

1,928,561

Total

$ 3,026,369

$ 2,383,571

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $4,711,817 and $6,278,107, respectively.

Redemptions In-Kind. During the period, 26,390 shares of the Fund held by unaffiliated entities were redeemed in kind for cash and investments, including accrued interest, with a value of $1,312,518. The net realized gain of $710,374 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Low-Priced Stock as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annual management fee

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

rate, including the performance adjustment, was .66% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 

Amount

% of
Average
Net Assets

Low-Priced Stock

$ 45,039

.15

Class K

7,465

.05

 

$ 52,504

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $165 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $78 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $19,191. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $11,318, including $743 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $259 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $364.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Low-Priced Stock

$ 232,537

$ 284,865

Class K

140,078

147,559

Total

$ 372,615

$ 432,424

From net realized gain

 

 

Low-Priced Stock

$ 1,731,108

$ 1,338,102

Class K

922,646

613,045

Total

$ 2,653,754

$ 1,951,147

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Low-Priced Stock

 

 

 

 

Shares sold

85,303

82,702

$ 4,180,051

$ 3,528,018

Reinvestment of distributions

39,938

39,316

1,842,708

1,538,529

Shares redeemed

(114,924) A

(130,273)

(5,671,216) A

(5,369,278)

Net increase (decrease)

10,317

(8,255)

$ 351,543

$ (302,731)

Class K

 

 

 

 

Shares sold

69,134

90,911

$ 3,397,015

$ 3,784,904

Reinvestment of distributions

23,051

19,455

1,062,724

760,604

Shares redeemed

(81,847) A

(62,464)

(4,042,900) A

(2,613,716)

Net increase (decrease)

10,338

47,902

$ 416,839

$ 1,931,792

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

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity
Low-Priced Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Low-Priced Stock Fund (a fund of Fidelity Puritan Trust) at July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Low-Priced Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 17, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

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

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

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

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

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

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

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

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

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

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

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

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

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

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Low-Priced Stock Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class K

9/05/14

9/08/14

$0.354

$2.080

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $2,507,999,033, or, if subsequently determined to be different, the net capital gain of such year.

Class K designates 67% and 39% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% and 78% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Low-Priced Stock Fund

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Annual Report

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Fidelity Low-Priced Stock Fund

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Low-Priced Stock Fund

psk767852

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

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

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

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

Annual Report

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan.) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

LPS-K-UANN-0914
1.863394.105

Fidelity®

Series Intrinsic Opportunities

Fund

Fidelity Series Intrinsic Opportunities
Fund

Class F

Annual Report

July 31, 2014

(Fidelity Cover Art)

Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fundperformance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity® Series Intrinsic Opportunities Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Life of
fund A

  Fidelity® Series Intrinsic Opportunities Fund

16.35%

27.43%

  Class F

16.48%

27.65%

A From December 6, 2012.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity ® Series Intrinsic Opportunities Fund, a class of the fund, on December 6, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Index performed over the same period.

ott426273

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Joel Tillinghast, Portfolio Manager of Fidelity® Series Intrinsic Opportunities Fund: For the year, the fund's Series Intrinsic Opportunities and Class F shares rose 16.35% and 16.48%, respectively, in line with the 16.37% gain of its benchmark, the Russell 3000® Index. Stock selection in health care helped, especially a sizable out-of-index stake in drugmaker AstraZeneca, whose share price was boosted by multiple takeover bids from U.S.-based Pfizer. A deal between the two firms did not materialize by period end, but I trimmed my stake to take profits. Managed care company WellPoint, the fund's largest holding, and insurance firm Humana also contributed in this sector. Elsewhere, a sizable overweighting in legacy technology firm Hewlett-Packard was additive, as the stock rose on consecutive quarters of earnings surprises. On the downside, stock selection and an overweighting in consumer discretionary were detrimental. Here, Weight Watchers International was the fund's biggest individual detractor, as the firm faced competition from free mobile applications. An overweighting in retailers hurt results, as this group underperformed the benchmark in the wake of weak Christmas sales. On a geographic basis, investments in U.S.-based companies detracted, whereas stock picks overseas contributed to results.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period*
February 1, 2014
to July 31, 2014

Series Intrinsic Opportunities

.82%

 

 

 

Actual

 

$ 1,000.00

$ 1,096.20

$ 4.26

HypotheticalA

 

$ 1,000.00

$ 1,020.73

$ 4.11

Class F

.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,096.90

$ 3.38

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.26

A 5% return per year before expenses

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

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

WellPoint, Inc.

5.1

4.3

Hewlett-Packard Co.

4.2

3.7

The Western Union Co.

4.2

3.9

UnitedHealth Group, Inc.

3.7

3.3

Best Buy Co., Inc.

3.1

2.6

Humana, Inc.

3.0

3.2

Nitori Holdings Co. Ltd.

2.4

2.1

AstraZeneca PLC sponsored ADR

2.3

3.7

Microsoft Corp.

2.2

2.1

United Therapeutics Corp.

1.9

2.1

 

32.1

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.0

24.1

Health Care

23.2

23.3

Information Technology

20.8

21.0

Financials

8.7

7.8

Industrials

8.2

7.3

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

ott426275

Stocks 99.4%

 

ott426275

Stocks 99.1%

 

ott426278

Other Investments 0.4%

 

ott426278

Other Investments 0.5%

 

ott426281

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.2%

 

ott426281

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.4%

 

* Foreign investments

41.9%

 

** Foreign investments

41.4%

 

ott426284

Annual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 24.0%

Auto Components - 3.6%

Cooper Tire & Rubber Co. 

600,000

$ 17,334,000

G-Tekt Corp.

1,450,000

15,433,957

Hanil E-Wha Co. Ltd.

1,000,000

20,573,930

Harada Industries Co. Ltd.

150,000

395,580

Hyundai Mobis

325,000

97,071,303

IJT Technology Holdings Co. Ltd.

1,100,000

4,509,214

Kinugawa Rubber Industrial Co. Ltd.

75,000

401,395

Piolax, Inc.

308,000

11,895,588

TBK Co. Ltd. (f)

1,800,000

9,118,281

TPR Co. Ltd.

600,000

14,048,257

Yorozu Corp. (f)

1,100,000

23,381,400

 

214,162,905

Automobiles - 0.1%

Audi AG

11,000

9,073,403

Distributors - 0.6%

Chori Co. Ltd.

900,000

11,373,099

Doshisha Co. Ltd.

525,000

9,668,488

Nakayamafuku Co. Ltd.

100,000

784,065

Uni-Select, Inc.

350,000

8,968,680

Yagi & Co. Ltd.

250,000

3,674,738

 

34,469,070

Diversified Consumer Services - 1.3%

Heian Ceremony Service Co. Ltd. (e)

100,000

682,608

ITT Educational Services, Inc. (a)(e)

525,000

7,470,750

Lincoln Educational Services Corp.

25,000

92,250

MegaStudy Co. Ltd. (f)

572,000

33,391,212

Step Co. Ltd.

217,000

1,697,027

Tsukada Global Holdings, Inc. (e)

1,050,000

7,309,811

Weight Watchers International, Inc. (e)

1,150,000

24,943,500

 

75,587,158

Hotels, Restaurants & Leisure - 0.8%

Brazil Fast Food Corp. (a)

5,000

83,800

Fairwood Holdings Ltd.

1,000,000

2,150,896

Hiday Hidaka Corp.

152,400

3,482,207

Hiramatsu, Inc.

25,000

158,975

Koshidaka Holdings Co. Ltd. (e)

175,000

6,915,574

Kura Corp. Ltd.

150,000

3,978,769

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Ohsho Food Service Corp. (e)

350,000

$ 14,696,985

Toridoll.corporation (e)

1,700,000

14,218,795

 

45,686,001

Household Durables - 1.3%

Ace Bed Co. Ltd.

31,152

3,168,004

Desarrolladora Homex S.A.B. de CV sponsored ADR (a)

1,100,000

1,265,000

FJ Next Co. Ltd.

1,050,000

4,829,997

Fuji Corp. Ltd.

50,000

297,040

Helen of Troy Ltd. (a)

713,400

38,259,642

Iida Group Holdings Co. Ltd.

600,000

8,939,829

Q.E.P. Co., Inc. (a)

14,998

277,613

SABAF SpA

425,800

6,899,027

Sanei Architecture Planning Co. Ltd.

660,000

5,614,516

Sanyo Housing Nagoya Co. Ltd.

700,000

7,011,014

SodaStream International Ltd. (a)

25,000

825,000

 

77,386,682

Leisure Products - 0.2%

Accell Group NV

701,944

12,975,846

Daikoku Denki Co. Ltd.

15,000

257,696

 

13,233,542

Media - 0.4%

Alpha Co. Ltd.

25,000

46,506

Crown Media Holdings, Inc. Class A (a)

50,000

169,000

Gendai Agency, Inc. (e)

800,000

5,268,500

Pico Far East Holdings Ltd.

6,500,000

1,500,292

Proto Corp. (e)

125,000

1,802,380

Starz - Liberty Capital Series A (a)

400,000

11,404,000

Tribune Co. Class A (a)

25,000

2,062,500

Tribune Pubg Co. (a)

6,250

131,438

Weborama

10,000

107,124

 

22,491,740

Multiline Retail - 0.6%

GwangJu Shinsegae Co. Ltd.

75,000

18,115,139

Hanwha Galleria Timeworld Co. Ltd.

258,990

11,621,361

Kohl's Corp.

10,000

535,400

Treasure Factory Co. Ltd. (f)

150,000

4,717,743

Watts Co. Ltd.

448,800

4,317,847

 

39,307,490

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - 13.5%

Adastria Holdings Co. Ltd.

750,000

$ 16,944,423

Arc Land Sakamoto Co. Ltd.

175,000

3,875,658

Asahi Co. Ltd.

20,000

267,906

AT-Group Co. Ltd.

349,000

6,865,934

Bed Bath & Beyond, Inc. (a)

1,750,000

110,757,500

Best Buy Co., Inc.

6,250,000

185,812,500

DCM Japan Holdings Co. Ltd.

5,000

33,427

Folli Follie SA (a)

325,000

13,621,486

Fuji Corp. (f)

595,990

7,145,883

Guess?, Inc.

3,300,000

85,833,000

Handsman Co. Ltd.

221,200

2,599,018

Hour Glass Ltd.

2,000,000

2,973,475

IA Group Corp.

112,000

877,824

John David Group PLC

7,168,000

45,998,693

Jumbo SA

1,750,000

26,245,380

K's Denki Corp.

1,300,000

37,166,150

Ku Holdings Co. Ltd.

450,000

2,733,123

Mandarake, Inc. (e)

24,600

821,246

Mr. Bricolage SA

311,600

6,075,131

Nafco Co. Ltd.

640,400

10,992,654

Nitori Holdings Co. Ltd.

2,550,000

143,235,611

Oriental Watch Holdings Ltd.

6,000,000

1,463,975

Outerwall, Inc. (a)(e)

50,000

2,751,000

RIGHT ON Co. Ltd.

25,000

172,868

RONA, Inc.

1,100,000

12,197,001

Samse SA

31,000

4,140,262

Shimamura Co. Ltd.

5,000

495,845

Silvano Fashion Group A/S

9,800

21,985

Staples, Inc. (e)

6,000,000

69,540,000

Tokatsu Holdings Co. Ltd.

147,000

457,893

Tokyo Derica Co. Ltd.

20,000

379,536

 

802,496,387

Textiles, Apparel & Luxury Goods - 1.6%

Best Pacific International Holdings Ltd.

500,000

156,325

Coach, Inc.

1,100,000

38,016,000

Geox SpA (a)(e)

7,500,000

27,899,107

Ports Design Ltd. (a)

12,000,000

5,084,065

Sitoy Group Holdings Ltd.

100,000

69,263

Texwinca Holdings Ltd.

2,000,000

1,877,880

Van de Velde

111,000

5,877,753

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Youngone Holdings Co. Ltd.

30,000

$ 2,278,761

Yue Yuen Industrial (Holdings) Ltd.

3,500,000

11,696,435

 

92,955,589

TOTAL CONSUMER DISCRETIONARY

1,426,849,967

CONSUMER STAPLES - 5.3%

Beverages - 0.3%

Damm SA

5,050

29,415

Jinro Distillers Co. Ltd.

225,000

5,519,832

Muhak Co. Ltd. (a)

331,064

11,221,027

Yantai Changyu Pioneer Wine Co. Ltd. (B Shares)

999,961

2,766,821

 

19,537,095

Food & Staples Retailing - 2.7%

Ain Pharmaciez, Inc.

300,000

13,969,879

Amsterdam Commodities NV

500,000

11,381,925

Create SD Holdings Co. Ltd. (e)

310,000

11,263,903

Dong Suh Companies, Inc.

1,050,000

19,671,508

Genky Stores, Inc. (e)

106,700

4,199,392

Halows Co. Ltd.

63,700

708,174

Majestic Wine PLC

50,000

332,806

MARR SpA (e)

850,000

14,102,205

Marukyu Co. Ltd. (e)

337,500

3,695,393

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

5,000

248,099

San-A Co. Ltd.

550,000

17,847,319

Sapporo Drug Store Co. Ltd. (f)

400,000

7,094,927

Tesco PLC

11,000,000

47,725,950

Yaoko Co. Ltd.

100,000

5,640,560

 

157,882,040

Food Products - 1.0%

Ajinomoto Malaysia Bhd

1,100,000

2,108,322

Astral Foods Ltd.

500,000

6,714,539

Cranswick PLC

706,081

15,055,927

Fresh Del Monte Produce, Inc.

725,000

21,706,500

Kawan Food Bhd

100,000

73,819

Lassonde Industries, Inc. Class A (sub. vtg.)

50,000

5,891,686

London Biscuits Bhd

1,000,000

277,685

Pickles Corp.

50,000

385,290

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - continued

Prima Meat Packers Ltd.

100,000

$ 258,787

Select Harvests Ltd.

1,250,000

6,109,820

Singsong Holdings Co. Ltd. (a)

5,000

45,961

Synear Food Holdings Ltd. (a)

1,000,000

8

TER Beke SA

5,000

388,325

Toyo Sugar Refining Co. Ltd.

1,000,000

967,436

 

59,984,105

Household Products - 0.4%

Energizer Holdings, Inc.

200,000

22,952,000

Personal Products - 0.9%

Cyanotech Corp. (a)

25,000

120,500

Sarantis SA

1,200,000

12,838,811

USANA Health Sciences, Inc. (a)(e)

625,000

39,906,250

 

52,865,561

TOTAL CONSUMER STAPLES

313,220,801

ENERGY - 6.4%

Energy Equipment & Services - 1.1%

AKITA Drilling Ltd. Class A (non-vtg.)

250,000

3,730,454

Boustead Singapore Ltd.

4,000,261

5,890,458

Fugro NV (Certificaten Van Aandelen)

140,000

5,401,862

Noble Corp.

250,000

7,842,500

Oil States International, Inc. (a)

500,000

30,645,000

Shinko Plantech Co. Ltd.

1,700,000

12,794,203

 

66,304,477

Oil, Gas & Consumable Fuels - 5.3%

Alvopetro Energy Ltd. (a)

2,900,000

2,579,906

Eni SpA

4,450,000

113,234,345

Fuji Kosan Co. Ltd.

105,000

663,824

Motor Oil (HELLAS) Corinth Refineries SA

250,000

2,694,838

Newfield Exploration Co. (a)

900,000

36,270,000

Nordic American Offshore Ltd.

6,499

118,932

Nordic American Tanker Shipping Ltd.

750,000

6,457,500

Peabody Energy Corp.

5,250,000

79,642,500

Petronet LNG Ltd.

100,000

300,604

San-Ai Oil Co. Ltd.

200,000

1,519,186

Tsakos Energy Navigation Ltd.

694,700

4,918,476

Ultra Petroleum Corp. (a)(e)

1,800,000

41,256,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

W&T Offshore, Inc. (e)

1,650,000

$ 22,126,500

World Fuel Services Corp.

50,000

2,147,500

 

313,930,111

TOTAL ENERGY

380,234,588

FINANCIALS - 8.3%

Banks - 0.3%

Citizens Financial Services, Inc.

10,100

532,775

Customers Bancorp, Inc.

55,000

1,042,800

Investors Bancorp, Inc.

1,000,000

10,350,000

Spar Nord Bank A/S

10,000

108,653

TSB Banking Group PLC

1,500,000

7,242,807

 

19,277,035

Capital Markets - 1.4%

ABG Sundal Collier ASA (a)

1,000,000

886,047

GFI Group, Inc.

1,111,436

5,034,805

Goldman Sachs Group, Inc.

350,000

60,504,500

MLP AG

2,340,000

15,666,885

 

82,092,237

Consumer Finance - 0.1%

Albemarle & Bond Holdings PLC (a)(e)

2,100,000

235,771

EZCORP, Inc. (non-vtg.) Class A (a)

165,900

1,624,161

Synchrony Financial (a)

100,000

2,300,000

 

4,159,932

Diversified Financial Services - 1.0%

Century Tokyo Leasing Corp.

450,000

14,449,507

Fuyo General Lease Co. Ltd.

350,000

14,055,428

NICE Information Service Co. Ltd.

349,724

1,149,517

Ricoh Leasing Co. Ltd.

1,050,000

30,363,076

 

60,017,528

Insurance - 5.2%

AFLAC, Inc.

1,750,000

104,545,000

Amlin PLC

50,000

385,101

APRIL

1,129,000

25,261,968

Assurant, Inc.

300,000

19,008,000

Dongbu Insurance Co. Ltd.

750,000

42,457,611

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

MetLife, Inc.

1,500,000

$ 78,900,000

NN Group NV

1,400,000

39,461,804

 

310,019,484

Real Estate Investment Trusts - 0.0%

Washington Prime Group, Inc. (a)

10,000

188,900

Real Estate Management & Development - 0.2%

Leopalace21 Corp. (a)

500,000

2,225,921

Nisshin Fudosan Co. Ltd. (e)(f)

2,500,000

9,951,367

 

12,177,288

Thrifts & Mortgage Finance - 0.1%

Genworth Mortgage Insurance Ltd.

2,000,000

6,354,460

Hingham Institution for Savings

10,100

834,058

Meridian Bancorp, Inc. (a)

61,210

664,741

 

7,853,259

TOTAL FINANCIALS

495,785,663

HEALTH CARE - 23.2%

Biotechnology - 1.9%

United Therapeutics Corp. (a)

1,250,000

113,675,000

Health Care Equipment & Supplies - 0.4%

Audika SA (a)(f)

498,000

8,815,716

Fukuda Denshi Co. Ltd.

50,000

2,848,311

Nakanishi, Inc.

350,000

14,826,972

 

26,490,999

Health Care Providers & Services - 16.5%

Aetna, Inc.

1,250,000

96,912,500

Almost Family, Inc. (a)

286,000

6,703,840

Amedisys, Inc. (a)(f)

2,917,000

58,865,060

Chemed Corp. (e)

507,818

51,721,263

Healthequity, Inc. (a)

15,000

264,000

Humana, Inc.

1,500,000

176,475,000

LHC Group, Inc. (a)

275,500

6,468,740

Life Healthcare Group Ltd. (a)

10,000

20,148

Magellan Health Services, Inc. (a)

300,000

17,280,000

National Healthcare Corp.

27,300

1,500,408

Pelion SA

325,000

7,450,325

Quest Diagnostics, Inc.

500,000

30,550,000

Uchiyama Holdings Co. Ltd. (e)

500,000

3,315,771

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

UnitedHealth Group, Inc.

2,750,000

$ 222,887,500

WellPoint, Inc.

2,750,000

301,977,506

 

982,392,061

Health Care Technology - 0.1%

Cegedim SA (a)

25,000

876,073

Pharmagest Interactive

55,000

7,416,328

 

8,292,401

Pharmaceuticals - 4.3%

AbbVie, Inc.

1,400,000

73,276,000

Apex Healthcare Bhd

125,000

151,708

AstraZeneca PLC sponsored ADR

1,900,000

138,301,000

Bliss Gvs Pharma Ltd. (a)

100,000

77,081

Hisamitsu Pharmaceutical Co., Inc.

5,000

199,169

Kwang Dong Pharmaceutical Co. Ltd.

2,400,000

22,253,641

Pain Therapeutics, Inc. (a)

10,000

42,100

Phibro Animal Health Corp. Class A

50,000

948,000

Recordati SpA

350,000

5,788,044

Towa Pharmaceutical Co. Ltd.

5,000

191,092

Tsumura & Co. (e)

500,000

12,020,895

 

253,248,730

TOTAL HEALTH CARE

1,384,099,191

INDUSTRIALS - 8.2%

Aerospace & Defense - 0.0%

Kongsberg Gruppen ASA

10,000

228,272

Air Freight & Logistics - 0.2%

AIT Corp. (e)

800,000

5,982,217

Atlas Air Worldwide Holdings, Inc. (a)

101,000

3,456,220

Onelogix Group Ltd. (a)

1,000,000

377,693

Royal Mail PLC

175,000

1,233,219

SBS Co. Ltd.

150,000

992,241

 

12,041,590

Building Products - 0.0%

InnoTec TSS AG

25,000

347,986

Nihon Dengi Co. Ltd.

110,000

1,192,372

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Building Products - continued

Noda Corp.

100,000

$ 462,086

Sekisui Jushi Corp.

20,000

272,583

 

2,275,027

Commercial Services & Supplies - 1.0%

Civeo Corp.

1,000,000

25,400,000

Credit Corp. Group Ltd.

25,000

204,234

Fursys, Inc.

200,000

6,426,319

Matsuda Sangyo Co. Ltd.

100,000

1,241,425

Mitie Group PLC

3,500,000

18,022,603

Moleskine SpA (a)(e)

500,000

816,821

Prestige International, Inc.

905,700

7,520,966

Prosegur Compania de Seguridad SA (Reg.)

100,000

677,559

 

60,309,927

Construction & Engineering - 0.6%

Ausdrill Ltd. (e)

8,400,000

8,400,610

Boart Longyear Ltd. (a)(e)

2,000,000

337,180

Daiichi Kensetsu Corp.

275,000

3,920,134

Heijmans NV (Certificaten Van Aandelen) (e)

300,000

4,272,239

Joban Kaihatsu Co. Ltd.

25,000

77,895

Meisei Industrial Co. Ltd. (e)

100,000

554,681

Nippon Rietec Co. Ltd. (e)

400,000

3,078,095

Nippon Steel & Sumikin Texeng

250,000

1,413,626

Sedgman Ltd. (e)

1,500,000

737,543

URS Corp.

10,000

572,700

Vianini Lavori SpA

1,500,000

10,364,247

 

33,728,950

Electrical Equipment - 0.4%

Aros Quality Group AB (e)

853,205

11,038,901

GrafTech International Ltd. (a)

999,951

8,399,588

Hammond Power Solutions, Inc. Class A

450,000

3,342,963

Somfy SA

10,068

3,356,907

 

26,138,359

Industrial Conglomerates - 0.0%

Reunert Ltd.

300,000

1,798,657

Machinery - 1.5%

Daihatsu Diesel Manufacturing Co. Ltd. (f)

3,184,000

20,031,545

Daiwa Industries Ltd.

850,000

5,916,226

Fujimak Corp.

125,000

1,043,001

Global Brass & Copper Holdings, Inc.

435,298

6,607,824

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Hitachi Zosen Fukui Corp.

10,000

$ 134,800

Hy-Lok Corp.

50,000

1,640,716

Ihara Science Corp.

96,800

868,165

Jaya Holdings Ltd.

23,150,000

1,145,765

Koike Sanso Kogyo Co. Ltd.

125,000

296,597

Metka SA

250,000

4,050,626

Mincon Group PLC (a)

168,750

171,959

Nakano Refrigerators Co. Ltd.

10,000

276,363

Samyoung M-Tek Co. Ltd. (f)

1,050,000

3,541,780

Sansei Co. Ltd. (f)

500,000

930,984

Semperit AG Holding

100,000

5,595,890

SIMPAC, Inc. (f)

2,325,000

16,188,533

Teikoku Sen-I Co. Ltd.

800,000

16,020,552

Tocalo Co. Ltd.

100,000

1,708,146

Zuiko Corp. (e)

10,000

517,904

 

86,687,376

Marine - 0.3%

Knightsbridge Tankers Ltd.

1,350,000

15,390,000

Professional Services - 3.0%

Akka Technologies SA (f)

955,824

33,341,294

Benefit One, Inc.

150,000

1,306,006

CBIZ, Inc. (a)(f)

2,900,000

23,664,000

Dun & Bradstreet Corp.

1,000,000

110,030,000

Exova Group Ltd. PLC (a)

500,000

1,949,987

Harvey Nash Group PLC

300,000

516,620

VSE Corp.

120,000

7,148,400

 

177,956,307

Road & Rail - 0.2%

Autohellas SA

500,000

5,891,820

Hamakyorex Co. Ltd.

46,000

1,428,164

Higashi Twenty One Co. Ltd.

18,300

101,299

Tohbu Network Co. Ltd.

125,000

959,736

Utoc Corp.

1,200,000

4,296,048

 

12,677,067

Trading Companies & Distributors - 1.0%

AerCap Holdings NV (a)

300,000

13,089,000

Bergman & Beving AB (B Shares)

525,000

12,253,196

Canox Corp.

289,000

1,045,137

Emori Group Holdings Co. Ltd.

500,000

10,070,289

Green Cross Co. Ltd.

10,000

89,420

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Kamei Corp.

565,800

$ 4,242,399

Meiwa Corp.

200,000

840,396

Mitani Shoji Co. Ltd.

475,000

13,206,858

Shinsho Corp.

200,000

486,268

VM Materiaux SA

30,000

1,144,888

 

56,467,851

TOTAL INDUSTRIALS

485,699,383

INFORMATION TECHNOLOGY - 20.8%

Communications Equipment - 2.3%

Cisco Systems, Inc.

3,500,000

88,305,000

Mitel Networks Corp. (a)

400,000

4,428,000

NETGEAR, Inc. (a)

1,500,000

46,965,000

 

139,698,000

Electronic Equipment & Components - 2.0%

Elematec Corp.

400,000

7,439,195

HF Co. (f)

225,000

2,467,534

Ingram Micro, Inc. Class A (a)

375,000

10,762,500

Insight Enterprises, Inc. (a)

1,200,000

31,524,000

Intelligent Digital Integrated Security Co. Ltd.

129,285

1,947,955

Lacroix SA (f)

349,327

10,524,742

Macnica, Inc. (f)

1,075,000

35,289,211

Multi-Fineline Electronix, Inc. (a)

338,000

3,298,880

Riken Kieki Co. Ltd.

200,000

2,125,548

SFA Engineering Corp.

75,000

2,904,885

Shibaura Electronics Co. Ltd.

233,200

4,651,538

VST Holdings Ltd.

21,000,000

5,367,813

 

118,303,801

Internet Software & Services - 0.2%

AuFeminin.com SA (a)

40,046

1,609,244

DeNA Co. Ltd. (e)

350,000

4,514,032

Gmo Pepabo, Inc.

65,000

2,464,798

Zappallas, Inc. (f)

1,100,000

6,656,813

 

15,244,887

IT Services - 7.4%

Amdocs Ltd.

1,500,000

68,010,000

Bit-isle, Inc. (e)

100,000

604,715

CACI International, Inc. Class A (a)

36,500

2,518,135

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

Calian Technologies Ltd.

209,500

$ 4,071,450

Data#3 Ltd.

200,000

151,178

DOCdata NV

65,000

1,631,532

eClerx

50,000

1,067,270

Econocom Group SA

75,000

683,418

Estore Corp.

132,500

1,187,068

ManTech International Corp. Class A

675,000

18,225,000

Neustar, Inc. Class A (a)

15,000

417,900

Shinsegae Information & Communication Co. Ltd.

75,000

5,997,538

Societe Pour L'Informatique Industrielle SA

180,500

1,764,399

Sopra Group SA (e)

525,000

56,830,621

Tessi SA (f)

200,000

26,647,095

The Western Union Co. (e)

14,200,000

248,074,000

TravelSky Technology Ltd. (H Shares)

500,000

451,367

 

438,332,686

Semiconductors & Semiconductor Equipment - 0.4%

Alpha & Omega Semiconductor Ltd. (a)

915,000

8,372,250

e-LITECOM Co. Ltd.

50,000

741,691

MagnaChip Semiconductor Corp. (a)

169,874

2,379,935

Miraial Co. Ltd. (e)(f)

631,900

10,637,992

 

22,131,868

Software - 3.5%

CEGID SA

50,000

2,017,948

Ebix, Inc. (e)

375,000

4,710,000

Globo PLC (a)(e)

500,000

407,302

InfoVine Co. Ltd.

42,600

1,111,769

Justplanning, Inc.

20,000

132,436

KPIT Cummins Infosystems Ltd.

200,000

509,804

KSK Co., Ltd.

121,900

912,127

Microsoft Corp.

3,000,000

129,480,000

Oracle Corp.

1,700,000

68,663,000

Uchida Esco Co. Ltd. (a)(f)

193,000

1,694,979

Vitec Software Group AB

20,000

391,406

 

210,030,771

Technology Hardware, Storage & Peripherals - 5.0%

Hewlett-Packard Co.

7,000,000

249,270,000

Lexmark International, Inc. Class A

350,000

16,810,500

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Technology Hardware, Storage & Peripherals - continued

Seagate Technology LLC

425,000

$ 24,905,000

TPV Technology Ltd.

25,000,000

5,373,068

 

296,358,568

TOTAL INFORMATION TECHNOLOGY

1,240,100,581

MATERIALS - 2.0%

Chemicals - 1.1%

C. Uyemura & Co. Ltd.

100,000

5,466,738

Chugoku Marine Paints Ltd.

350,000

2,649,420

Daishin-Chemical Co. Ltd.

150,000

1,307,687

Fuso Chemical Co. Ltd.

100,000

3,456,695

Hannong Chemicals, Inc. (f)

1,288,000

5,219,952

Kimoto Co. Ltd.

50,000

148,228

Robertet SA

1,000

226,299

Soda Aromatic Co. Ltd.

70,000

636,966

T&K Toka Co. Ltd.

75,000

1,584,491

Tae Kyung Industrial Co. Ltd.

1,000,000

6,015,794

Toho Acetylene Co. Ltd.

100,000

170,813

Yara International ASA

850,000

38,955,038

 

65,838,121

Construction Materials - 0.1%

Buzzi Unicem SpA (e)

150,000

2,440,419

Mitani Sekisan Co. Ltd.

250,000

3,747,138

 

6,187,557

Containers & Packaging - 0.0%

Chuoh Pack Industry Co. Ltd.

12,000

151,527

Metals & Mining - 0.8%

Cliffs Natural Resources, Inc. (e)

25,000

436,250

Compania de Minas Buenaventura SA sponsored ADR

350,000

4,098,500

Pacific Metals Co. Ltd. (a)

7,000,000

34,434,604

Sherritt International Corp. (e)

2,200,000

9,039,299

Tokyo Kohtetsu Co. Ltd.

307,900

1,247,105

 

49,255,758

TOTAL MATERIALS

121,432,963

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

Atlantic Tele-Network, Inc.

200,000

$ 11,702,000

UTILITIES - 0.9%

Gas Utilities - 0.9%

GAIL India Ltd.

3,500,000

25,108,558

K&O Energy Group, Inc. (a)

100,000

1,467,447

Kyungnam Energy Co. Ltd.

1,500,000

10,665,381

Seoul City Gas Co. Ltd.

64,539

7,862,320

YESCO Co. Ltd.

235,000

9,251,753

 

54,355,459

TOTAL COMMON STOCKS

(Cost $4,788,974,712)


5,913,480,596

Nonconvertible Preferred Stocks - 0.1%

 

 

 

 

MATERIALS - 0.1%

Construction Materials - 0.1%

Buzzi Unicem SpA (Risparmio Shares)

(Cost $4,334,539)

550,000


5,508,852

Preferred Securities - 0.4%

 

Principal Amount (d)

 

FINANCIALS - 0.4%

Diversified Financial Services - 0.4%

Baggot Securities Ltd. 10.24% (g)(h)

(Cost $27,257,357)

EUR

17,587,000


26,533,612

Money Market Funds - 3.5%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

23,590,252

$ 23,590,252

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

184,848,841

184,848,841

TOTAL MONEY MARKET FUNDS

(Cost $208,439,093)


208,439,093

TOTAL INVESTMENT PORTFOLIO - 103.3%

(Cost $5,029,005,701)

6,153,962,153

NET OTHER ASSETS (LIABILITIES) - (3.3)%

(198,794,562)

NET ASSETS - 100%

$ 5,955,167,591

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

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

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

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

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

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $26,533,612 or 0.4% of net assets.

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 51,673

Fidelity Securities Lending Cash Central Fund

4,929,647

Total

$ 4,981,320

Other Affiliated Issuers

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

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Akka Technologies SA

$ 25,276,317

$ 1,288,878

$ -

$ 611,869

$ 33,341,294

Amedisys, Inc.

36,491,670

-

-

-

58,865,060

Audika SA

3,756,908

2,620,656

-

-

8,815,716

CBIZ, Inc.

21,054,000

-

-

-

23,664,000

Daihatsu Diesel Manufacturing Co. Ltd.

12,706,383

467,354

-

222,451

20,031,545

Fuji Corp.

2,080,278

2,915,220

-

68,983

7,145,883

Hannong Chemicals, Inc.

4,573,951

975,660

-

92,745

5,219,952

HF Co.

1,370,261

201,866

-

130,170

2,467,534

Lacroix SA

4,865,755

1,467,055

-

205,719

10,524,742

Macnica, Inc.

26,556,837

451,662

-

580,649

35,289,211

MegaStudy Co. Ltd.

18,333,180

18,528,563

-

901,808

33,391,212

Miraial Co. Ltd.

9,745,368

-

-

239,980

10,637,992

Nisshin Fudosan Co. Ltd.

4,589,929

4,156,094

-

79,447

9,951,367

Samyoung M-Tek Co. Ltd.

5,286,107

295,314

-

65,505

3,541,780

Sansei Co. Ltd.

300,276

489,329

-

26,601

930,984

Sapporo Drug Store Co. Ltd.

4,037,815

1,287,838

-

87,698

7,094,927

SIMPAC, Inc.

14,793,758

-

-

146,615

16,188,533

TBK Co. Ltd.

6,121,949

2,534,101

-

202,999

9,118,281

Tessi SA

20,246,943

2,718,587

-

456,802

26,647,095

Treasure Factory Co. Ltd.

284,343

2,120,927

-

22,906

4,717,743

Uchida Esco Co. Ltd.

188,949

1,268,372

-

33,266

1,694,979

USANA Health Sciences, Inc.

66,096,000

1,518,947

16,306,959

-

-

Weight Watchers International, Inc.

47,450,000

78,235,213

44,520,840

306,250

-

Yorozu Corp.

9,746,308

10,384,898

-

185,538

23,381,400

Zappallas, Inc.

6,535,594

1,523,012

-

213,226

6,656,813

Total

$ 352,488,879

$ 135,449,546

$ 60,827,799

$ 4,881,227

$ 359,318,043

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,426,849,967

$ 777,664,771

$ 628,611,266

$ 20,573,930

Consumer Staples

313,220,801

151,668,988

161,551,805

8

Energy

380,234,588

245,831,968

134,402,620

-

Financials

495,785,663

374,543,005

121,006,887

235,771

Health Care

1,384,099,191

1,328,194,403

55,904,788

-

Industrials

485,699,383

334,552,079

151,147,304

-

Information Technology

1,240,100,581

1,136,165,791

103,934,790

-

Materials

126,941,815

60,704,657

66,237,158

-

Telecommunication Services

11,702,000

11,702,000

-

-

Utilities

54,355,459

-

54,355,459

-

Preferred Securities

26,533,612

-

26,533,612

-

Money Market Funds

208,439,093

208,439,093

-

-

Total Investments in Securities:

$ 6,153,962,153

$ 4,629,466,755

$ 1,503,685,689

$ 20,809,709

The following is a summary of transfers between Level 1 and Level 2 for the period ended July 31, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 794,332,462

Level 2 to Level 1

$ 0

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

United States of America

58.1%

Japan

14.6%

Korea (South)

6.2%

United Kingdom

4.7%

France

3.2%

Italy

3.2%

Bermuda

1.7%

Canada

1.5%

Netherlands

1.5%

Greece

1.1%

Others (Individually Less Than 1%)

4.2%

 

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $177,522,746) - See accompanying schedule:

Unaffiliated issuers (cost $4,532,575,384)

$ 5,586,205,017

 

Fidelity Central Funds (cost $208,439,093)

208,439,093

 

Other affiliated issuers (cost $287,991,224)

359,318,043

 

Total Investments (cost $5,029,005,701)

 

$ 6,153,962,153

Foreign currency held at value (cost $306)

300

Receivable for investments sold

524,304

Receivable for fund shares sold

541,830

Dividends receivable

3,245,212

Distributions receivable from Fidelity Central Funds

244,784

Other receivables

3,836

Total assets

6,158,522,419

 

 

 

Liabilities

Payable for investments purchased

$ 9,059,406

Payable for fund shares redeemed

5,117,113

Accrued management fee

3,214,068

Other affiliated payables

445,412

Other payables and accrued expenses

669,988

Collateral on securities loaned, at value

184,848,841

Total liabilities

203,354,828

 

 

 

Net Assets

$ 5,955,167,591

Net Assets consist of:

 

Paid in capital

$ 4,646,786,966

Undistributed net investment income

57,170,546

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

126,615,593

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

1,124,594,486

Net Assets

$ 5,955,167,591

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

July 31, 2014

 

 

 

Series Intrinsic Opportunities:
Net Asset Value, offering price and redemption price per share ($2,479,629,365 ÷ 171,394,901 shares)

$ 14.47

 

 

 

Class F:
Net Asset Value, offering price and redemption price per share ($3,475,538,226 ÷ 239,879,079 shares)

$ 14.49

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

Annual Report

Statement of Operations

  

Year ended July 31, 2014

 

  

  

Investment Income

  

  

Dividends (including $4,881,227 earned from other affiliated issuers)

 

$ 123,575,871

Interest

 

24,979

Income from Fidelity Central Funds

 

4,981,320

Total income

 

128,582,170

 

 

 

Expenses

Management fee
Basic fee

$ 30,103,576

Performance adjustment

2,715,290

Transfer agent fees

4,030,535

Accounting and security lending fees

1,155,529

Custodian fees and expenses

466,234

Independent trustees' compensation

21,840

Registration fees

117,334

Audit

83,303

Legal

14,624

Interest

2,519

Miscellaneous

113,943

Total expenses

38,824,727

Net investment income (loss)

89,757,443

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

196,853,251

Other affiliated issuers

(30,836,927)

 

Foreign currency transactions

(322,462)

Total net realized gain (loss)

 

165,693,862

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $341,523)

547,015,124

Assets and liabilities in foreign currencies

(20,595)

Total change in net unrealized appreciation (depreciation)

 

546,994,529

Net gain (loss)

712,688,391

Net increase (decrease) in net assets resulting from operations

$ 802,445,834

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
July 31,
2014

For the period
December 6, 2012
(commencement of
operations) to
July 31, 2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 89,757,443

$ 31,391,876

Net realized gain (loss)

165,693,862

39,382,727

Change in net unrealized appreciation (depreciation)

546,994,529

577,599,957

Net increase (decrease) in net assets resulting from operations

802,445,834

648,374,560

Distributions to shareholders from net investment income

(61,872,801)

(1,408,505)

Distributions to shareholders from net realized gain

(79,158,464)

-

Total distributions

(141,031,265)

(1,408,505)

Share transactions - net increase (decrease)

812,348,626

3,834,438,341

Total increase (decrease) in net assets

1,473,763,195

4,481,404,396

 

 

 

Net Assets

Beginning of period

4,481,404,396

-

End of period (including undistributed net investment income of $57,170,546 and undistributed net investment income of $29,285,904, respectively)

$ 5,955,167,591

$ 4,481,404,396

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

Annual Report

Financial Highlights - Series Intrinsic Opportunities

Years ended July 31,

2014

2013 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.78

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .21

  .12

Net realized and unrealized gain (loss)

  1.84

  2.69

Total from investment operations

  2.05

  2.81

Distributions from net investment income

  (.15)

  (.03)

Distributions from net realized gain

  (.21)

  -

Total distributions

  (.36)

  (.03)

Net asset value, end of period

$ 14.47

$ 12.78

Total ReturnB, C

  16.35%

  28.19%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .81%

  .81% A

Expenses net of fee waivers, if any

  .81%

  .81% A

Expenses net of all reductions

  .81%

  .79% A

Net investment income (loss)

  1.55%

  1.58% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,479,629

$ 1,995,564

Portfolio turnover rateF

  16%

  7% A

A Annualized

B Total returns for periods of less than one year are not annualized.

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 6, 2012 (commencement of operations) to July 31, 2013.

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

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

Annual Report

Financial Highlights - Class F

Years ended July 31,

2014

2013 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.80

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .24

  .13

Net realized and unrealized gain (loss)

  1.83

  2.70

Total from investment operations

  2.07

  2.83

Distributions from net investment income

  (.17)

  (.03)

Distributions from net realized gain

  (.21)

  -

Total distributions

  (.38)

  (.03)

Net asset value, end of period

$ 14.49

$ 12.80

Total ReturnB, C

  16.48%

  28.40%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .64%

  .62% A

Expenses net of fee waivers, if any

  .64%

  .62% A

Expenses net of all reductions

  .64%

  .60% A

Net investment income (loss)

  1.72%

  1.77% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 3,475,538

$ 2,485,841

Portfolio turnover rateF

  16%

  7% A

A Annualized

B Total returns for periods of less than one year are not annualized.

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period December 6, 2012 (commencement of operations) to July 31, 2013.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

Fidelity Series Intrinsic Opportunities Fund (the Fund) is a fund of Fidelity Puritan Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Intrinsic Opportunities and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,332,868,252

Gross unrealized depreciation

(221,913,918)

Net unrealized appreciation (depreciation) on securities

$ 1,110,954,334

 

 

Tax Cost

$ 5,043,007,819

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

Undistributed ordinary income

$ 87,747,308

Undistributed long-term capital gain

$ 110,040,948

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,110,933,891

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 128,437,795

$ 1,408,505

Long-term Capital Gains

12,593,470

-

Total

$ 141,031,265

$ 1,408,505

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,684,072,748 and $878,658,419, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Intrinsic Opportunities as compared to its benchmark index, the Russell 3000 Index, over the same 36 month performance period. The Fund's performance adjustment took effect in January 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annual management fee rate, including the performance adjustment, was .60% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Intrinsic Opportunities. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

 

Amount

% of
Average
Net Assets

Series Intrinsic Opportunities

$ 4,030,535

.17

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $17,673 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 15,788,944

.32%

$ 2,519

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $9,073 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,929,647. During the period, there were no securities loaned to FCM.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013 A

From net investment income

 

 

Series Intrinsic Opportunities

$ 25,386,331

$ 679,093

Class F

36,486,470

729,412

Total

$ 61,872,801

$ 1,408,505

Annual Report

8. Distributions to Shareholders - continued

Years ended July 31,

2014

2013 A

From net realized gain

 

 

Series Intrinsic Opportunities

$ 34,641,059

$ -

Class F

44,517,405

-

Total

$ 79,158,464

$ -

A For the period December 6, 2012 (commencement of operations) to July 31, 2013.

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013 A

2014

2013 A

Series Intrinsic Opportunities

 

 

 

 

Shares sold

41,466,082

161,722,154

$ 563,346,615

$ 1,766,734,516

Reinvestment of distributions

4,548,297

66,711

60,027,390

679,093

Shares redeemed

(30,743,763)

(5,664,580)

(424,014,291)

(66,969,735)

Net increase (decrease)

15,270,616

156,124,285

$ 199,359,714

$ 1,700,443,874

Class F

 

 

 

 

Shares sold

70,982,567

196,091,269

$ 970,462,717

$ 2,156,618,526

Reinvestment of distributions

6,134,277

71,652

81,003,875

729,412

Shares redeemed

(31,506,620)

(1,894,066)

(438,477,680)

(23,353,471)

Net increase (decrease)

45,610,224

194,268,855

$ 612,988,912

$ 2,133,994,467

A For the period December 6, 2012 (commencement of operations) to July 31, 2013.

10. Other.

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

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and Shareholders of Fidelity Series Intrinsic Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Intrinsic Opportunities Fund (the Fund), a fund of Fidelity Puritan Trust, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Intrinsic Opportunities Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Intrinsic Opportunities Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

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

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

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

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

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

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

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

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2012

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2012

Vice President

 

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

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

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

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Series Intrinsic Opportunities

9/15/14

9/12/14

0.129

0.339

Class F

9/15/14

9/12/14

0.143

0.339

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31,2014, $110,061,182, or, if subsequently determined to be different, the net capital gain of such year.

A percentage of the dividends distributed during the fiscal year qualifies for the dividends-received deduction for corporate shareholders:

 

9/13/2013

12/20/2013

Series Intrinsic Opportunities

33%

36%

Class F

31%

34%

The fund designates below percentages of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code:

 

9/13/2013

12/20/2013

Series Intrinsic Opportunities

62%

58%

Class F

58%

55%

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Intrinsic Opportunities Fund

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Annual Report

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

Annual Report

Fidelity Series Intrinsic Opportunities Fund

ott426286

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Intrinsic Opportunities Fund

ott426288

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

Annual Report

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

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

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

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

Annual Report

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

O2T-ANN-0914
1.951012.101

Fidelity®

Value Discovery

Fund

Annual Report

July 31, 2014

(Fidelity Cover Art)

Contents

Performance

(Click Here)

How the fund has done over time.

Management's
Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public
Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Fidelity® Value Discovery Fund

18.52%

16.52%

9.16%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Discovery Fund, a class of the fund, on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period.

fvd121288

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Sean Gavin, Portfolio Manager of Fidelity® Value Discovery Fund: For the year, the fund's Retail Class shares returned 18.52%, easily outperforming the 14.87% gain of the Russell 3000® Value Index. During the period, I invested based on my philosophy that a stock that's cheap doesn't necessarily represent value, but one that combines cheapness with quality does. I tried to take advantage of moderate-to-slow growth by overweighting attractively valued, high-quality companies, leading me to overweight information technology, health care and consumer staples, and underweight industrials, utilities and financials. Security selection was strong, particularly in health care, financials and consumer staples. The fund's top three performers were health care stocks: Teva Pharmaceuticals, specialty hospital and outpatient rehabilitation operator Select Medical Holdings, and medical supply company McKesson. On the down side, security selection in industrials and energy hurt results. Not owning semiconductor giant and index component Intel and an investment in handbag and leather goods manufacturer Coach were the biggest detractors. Teva, McKesson and Coach were not in the index, and McKesson was sold before period end.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period*
February 1, 2014
to July 31, 2014

Value Discovery

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,108.40

$ 4.18

HypotheticalA

 

$ 1,000.00

$ 1,020.83

$ 4.01

Class K

.66%

 

 

 

Actual

 

$ 1,000.00

$ 1,109.40

$ 3.45

HypotheticalA

 

$ 1,000.00

$ 1,021.52

$ 3.31

A 5% return per year before expenses

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

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Chevron Corp.

3.6

3.6

JPMorgan Chase & Co.

3.5

4.1

Johnson & Johnson

3.1

2.5

Wells Fargo & Co.

2.9

3.5

Berkshire Hathaway, Inc. Class B

2.8

2.7

Teva Pharmaceutical Industries Ltd. sponsored ADR

2.3

2.1

Exxon Mobil Corp.

2.3

2.8

Cisco Systems, Inc.

2.2

2.5

Verizon Communications, Inc.

2.0

0.0

U.S. Bancorp

2.0

2.6

 

26.7

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.1

27.7

Health Care

17.8

15.6

Information Technology

15.5

15.5

Energy

9.8

11.4

Consumer Discretionary

9.2

8.3

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

fvd121290

Stocks and Equity
Futures 97.9%

 

fvd121290

Stocks 96.7%

 

fvd121293

Short-Term
Investments and
Net Other Assets (Liabilities) 2.1%

 

fvd121293

Short-Term
Investments and
Net Other Assets (Liabilities) 3.3%

 

* Foreign investments

15.2%

 

** Foreign investments

16.7%

 

fvd121296

Annual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value

CONSUMER DISCRETIONARY - 9.2%

Auto Components - 0.8%

Hyundai Mobis

22,107

$ 6,602,939

Diversified Consumer Services - 0.2%

Steiner Leisure Ltd. (a)

46,068

1,838,574

Media - 2.7%

Corus Entertainment, Inc. Class B (non-vtg.)

183,800

4,062,530

John Wiley & Sons, Inc. Class A

65,885

3,959,030

Time Warner Cable, Inc.

21,600

3,134,160

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

127,300

10,523,891

 

21,679,611

Multiline Retail - 1.8%

Macy's, Inc.

139,853

8,082,105

Target Corp.

109,700

6,537,023

 

14,619,128

Specialty Retail - 3.2%

AutoZone, Inc. (a)

10,485

5,421,060

Bed Bath & Beyond, Inc. (a)

131,900

8,347,951

GNC Holdings, Inc.

251,600

8,254,996

TJX Companies, Inc.

61,200

3,261,348

 

25,285,355

Textiles, Apparel & Luxury Goods - 0.5%

Coach, Inc.

115,335

3,985,978

TOTAL CONSUMER DISCRETIONARY

74,011,585

CONSUMER STAPLES - 6.1%

Beverages - 0.5%

C&C Group PLC

623,145

3,536,282

Food & Staples Retailing - 4.2%

CVS Caremark Corp.

175,900

13,431,724

Kroger Co.

157,904

7,734,138

Wal-Mart Stores, Inc.

170,400

12,538,032

 

33,703,894

Food Products - 0.7%

The J.M. Smucker Co.

58,721

5,850,960

Tobacco - 0.7%

British American Tobacco PLC sponsored ADR

46,745

5,487,863

TOTAL CONSUMER STAPLES

48,578,999

Common Stocks - continued

Shares

Value

ENERGY - 9.8%

Energy Equipment & Services - 0.7%

National Oilwell Varco, Inc.

70,900

$ 5,745,736

Oil, Gas & Consumable Fuels - 9.1%

Chevron Corp.

224,581

29,024,848

Exxon Mobil Corp.

181,828

17,990,062

Marathon Petroleum Corp.

77,100

6,436,308

Phillips 66 Co.

95,200

7,721,672

Suncor Energy, Inc.

160,000

6,569,634

Woodside Petroleum Ltd.

125,360

4,920,877

 

72,663,401

TOTAL ENERGY

78,409,137

FINANCIALS - 26.1%

Banks - 9.1%

JPMorgan Chase & Co.

485,941

28,024,217

SunTrust Banks, Inc.

149,800

5,699,890

U.S. Bancorp

383,500

16,118,505

Wells Fargo & Co.

454,937

23,156,293

 

72,998,905

Capital Markets - 2.2%

East Capital Explorer AB (a)

86,479

676,969

Fortress Investment Group LLC

705,900

5,110,716

GP Investments Ltd. Class A (depositary receipt) (a)

1,628,600

3,553,309

MLP AG

440,172

2,947,062

The Blackstone Group LP

161,000

5,261,480

 

17,549,536

Consumer Finance - 2.4%

American Express Co.

75,800

6,670,400

Capital One Financial Corp.

154,582

12,295,452

 

18,965,852

Diversified Financial Services - 2.8%

Berkshire Hathaway, Inc. Class B (a)

180,931

22,694,175

Insurance - 6.1%

ACE Ltd.

98,600

9,869,860

Allied World Assurance Co. Holdings Ltd.

189,100

6,809,491

Allstate Corp.

152,600

8,919,470

FNF Group

218,920

5,934,921

FNFV Group

148,833

2,434,908

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Prudential PLC

173,594

$ 3,989,861

The Travelers Companies, Inc.

123,613

11,070,780

 

49,029,291

Real Estate Investment Trusts - 3.5%

American Capital Agency Corp.

408,999

9,456,057

Annaly Capital Management, Inc.

834,995

9,268,445

MFA Financial, Inc.

1,168,164

9,508,855

 

28,233,357

TOTAL FINANCIALS

209,471,116

HEALTH CARE - 17.8%

Biotechnology - 1.7%

Amgen, Inc.

105,391

13,425,759

Health Care Equipment & Supplies - 2.6%

Covidien PLC

93,900

8,123,289

Medtronic, Inc.

202,400

12,496,176

 

20,619,465

Health Care Providers & Services - 5.3%

Cigna Corp.

134,638

12,122,806

Express Scripts Holding Co. (a)

159,001

11,074,420

Humana, Inc.

23,150

2,723,598

Select Medical Holdings Corp.

124,279

1,931,296

UnitedHealth Group, Inc.

184,600

14,961,830

 

42,813,950

Pharmaceuticals - 8.2%

AbbVie, Inc.

88,900

4,653,026

GlaxoSmithKline PLC sponsored ADR

172,476

8,342,664

Johnson & Johnson

248,508

24,873,166

Mylan, Inc. (a)

91,995

4,541,793

Shire PLC

57,100

4,699,808

Teva Pharmaceutical Industries Ltd. sponsored ADR

345,468

18,482,538

 

65,592,995

TOTAL HEALTH CARE

142,452,169

INDUSTRIALS - 5.0%

Aerospace & Defense - 0.4%

United Technologies Corp.

30,400

3,196,560

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - 2.3%

Deere & Co.

109,390

$ 9,310,183

Global Brass & Copper Holdings, Inc.

150,749

2,288,370

Valmont Industries, Inc. (d)

47,500

6,917,425

 

18,515,978

Professional Services - 2.3%

Dun & Bradstreet Corp.

135,065

14,861,202

VSE Corp.

58,200

3,466,974

 

18,328,176

TOTAL INDUSTRIALS

40,040,714

INFORMATION TECHNOLOGY - 13.9%

Communications Equipment - 2.2%

Cisco Systems, Inc.

690,918

17,431,861

Electronic Equipment & Components - 0.5%

TE Connectivity Ltd.

59,902

3,707,335

IT Services - 3.0%

Amdocs Ltd.

110,843

5,025,622

Fiserv, Inc. (a)

106,500

6,567,855

IBM Corp.

41,360

7,927,471

The Western Union Co.

248,700

4,344,789

 

23,865,737

Software - 3.6%

Microsoft Corp.

373,124

16,104,032

Oracle Corp.

324,413

13,103,041

 

29,207,073

Technology Hardware, Storage & Peripherals - 4.6%

Apple, Inc.

158,000

15,100,060

EMC Corp.

466,300

13,662,590

Hewlett-Packard Co.

225,512

8,030,482

 

36,793,132

TOTAL INFORMATION TECHNOLOGY

111,005,138

MATERIALS - 2.1%

Chemicals - 1.4%

Agrium, Inc.

55,600

5,068,684

CF Industries Holdings, Inc.

24,989

6,255,746

 

11,324,430

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.7%

Schweitzer-Mauduit International, Inc.

141,800

$ 5,789,694

TOTAL MATERIALS

17,114,124

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 2.0%

Verizon Communications, Inc.

323,200

16,295,744

UTILITIES - 3.2%

Electric Utilities - 2.6%

American Electric Power Co., Inc.

157,300

8,178,027

Edison International

141,000

7,726,800

Xcel Energy, Inc.

156,700

4,826,360

 

20,731,187

Multi-Utilities - 0.6%

CMS Energy Corp.

163,800

4,738,734

TOTAL UTILITIES

25,469,921

TOTAL COMMON STOCKS

(Cost $653,143,815)


762,848,647

Nonconvertible Preferred Stocks - 1.6%

 

 

 

 

INFORMATION TECHNOLOGY - 1.6%

Semiconductors & Semiconductor Equipment - 1.6%

Samsung Electronics Co. Ltd.

(Cost $12,603,792)

12,768


13,202,808

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.03% 8/21/14 (e)
(Cost $479,993)

$ 480,000


479,996

Money Market Funds - 4.5%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

32,084,224

$ 32,084,224

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

3,593,100

3,593,100

TOTAL MONEY MARKET FUNDS

(Cost $35,677,324)


35,677,324

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $701,904,924)

812,208,775

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(11,195,570)

NET ASSETS - 100%

$ 801,013,205

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

92 ICE Russell 1000 Value Index Contracts (United States)

Sept. 2014

$ 8,944,240

$ (200,164)

 

The face value of futures purchased as a percentage of net assets is 1.1%

Legend

(a) Non-income producing

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

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $398,997.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 19,013

Fidelity Securities Lending Cash Central Fund

19,884

Total

$ 38,897

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 74,011,585

$ 67,408,646

$ 6,602,939

$ -

Consumer Staples

48,578,999

48,578,999

-

-

Energy

78,409,137

73,488,260

4,920,877

-

Financials

209,471,116

205,481,255

3,989,861

-

Health Care

142,452,169

137,752,361

4,699,808

-

Industrials

40,040,714

40,040,714

-

-

Information Technology

124,207,946

111,005,138

13,202,808

-

Materials

17,114,124

17,114,124

-

-

Telecommunication Services

16,295,744

16,295,744

-

-

Utilities

25,469,921

25,469,921

-

-

U.S. Government and Government Agency Obligations

479,996

-

479,996

-

Money Market Funds

35,677,324

35,677,324

-

-

Total Investments in Securities:

$ 812,208,775

$ 778,312,486

$ 33,896,289

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (200,164)

$ (200,164)

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (200,164)

Total Value of Derivatives

$ -

$ (200,164)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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

United States of America

84.8%

Switzerland

2.6%

Korea (South)

2.4%

Israel

2.3%

United Kingdom

2.2%

Canada

1.9%

Ireland

1.5%

Others (Individually Less Than 1%)

2.3%

 

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $3,436,868) - See accompanying schedule:

Unaffiliated issuers (cost $666,227,600)

$ 776,531,451

 

Fidelity Central Funds (cost $35,677,324)

35,677,324

 

Total Investments (cost $701,904,924)

 

$ 812,208,775

Receivable for investments sold

4,786,245

Receivable for fund shares sold

2,416,257

Dividends receivable

563,459

Distributions receivable from Fidelity Central Funds

5,207

Receivable from investment adviser for expense reductions

406

Other receivables

245,317

Total assets

820,225,666

 

 

 

Liabilities

Payable for investments purchased

$ 13,802,230

Payable for fund shares redeemed

1,004,799

Accrued management fee

369,986

Payable for daily variation margin for derivative instruments

252,936

Other affiliated payables

125,316

Other payables and accrued expenses

64,094

Collateral on securities loaned, at value

3,593,100

Total liabilities

19,212,461

 

 

 

Net Assets

$ 801,013,205

Net Assets consist of:

 

Paid in capital

$ 746,056,285

Undistributed net investment income

6,167,040

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

(61,312,887)

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

110,102,767

Net Assets

$ 801,013,205

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Value Discovery:
Net Asset Value, offering price and redemption price per share ($686,767,453 ÷ 29,444,897 shares)

$ 23.32

 

 

 

Class K:
Net Asset Value, offering price and redemption price per share ($114,245,752 ÷ 4,898,868 shares)

$ 23.32

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

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 13,251,148

Interest

 

288,001

Income from Fidelity Central Funds

 

38,897

Total income

 

13,578,046

 

 

 

Expenses

Management fee
Basic fee

$ 3,343,868

Performance adjustment

(22,985)

Transfer agent fees

1,026,329

Accounting and security lending fees

224,451

Custodian fees and expenses

21,227

Independent trustees' compensation

2,400

Registration fees

85,941

Audit

48,941

Legal

2,586

Miscellaneous

4,872

Total expenses before reductions

4,737,630

Expense reductions

(8,896)

4,728,734

Net investment income (loss)

8,849,312

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

79,395,093

Foreign currency transactions

(51,274)

Futures contracts

98,886

Total net realized gain (loss)

 

79,442,705

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,055,016

Assets and liabilities in foreign currencies

3,957

Futures contracts

(200,164)

Total change in net unrealized appreciation (depreciation)

 

10,858,809

Net gain (loss)

90,301,514

Net increase (decrease) in net assets resulting from operations

$ 99,150,826

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 8,849,312

$ 8,070,935

Net realized gain (loss)

79,442,705

55,424,550

Change in net unrealized appreciation (depreciation)

10,858,809

62,525,269

Net increase (decrease) in net assets resulting from operations

99,150,826

126,020,754

Distributions to shareholders from net investment income

(6,964,725)

(7,811,842)

Share transactions - net increase (decrease)

182,641,981

(58,316,230)

Total increase (decrease) in net assets

274,828,082

59,892,682

 

 

 

Net Assets

Beginning of period

526,185,123

466,292,441

End of period (including undistributed net investment income of $6,167,040 and undistributed net investment income of $4,272,759, respectively)

$ 801,013,205

$ 526,185,123

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

Annual Report

Financial Highlights - Value Discovery

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.98

$ 12.91

$ 11.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .31

  .29

  .22

  .13

  .14E

Net realized and unrealized gain (loss)

  3.34

  4.29

  .57

  2.13

  1.31

Total from investment operations

  3.65

  4.58

  .79

  2.26

  1.45

Distributions from net investment income

  (.26)

  (.27)

  (.15)

  (.19)

  (.12)

Net asset value, end of period

$ 23.32

$ 19.93

$ 15.62

$ 14.98

$ 12.91

Total ReturnA

  18.52%

  29.72%

  5.43%

  17.69%

  12.60%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .80%

  .74%

  .87%

  .80%

  .96%

Expenses net of fee waivers, if any

  .80%

  .74%

  .87%

  .80%

  .96%

Expenses net of all reductions

  .80%

  .73%

  .87%

  .79%

  .95%

Net investment income (loss)

  1.44%

  1.66%

  1.49%

  .88%

  1.10% E

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 686,767

$ 454,974

$ 412,499

$ 540,644

$ 598,561

Portfolio turnover rateD

  58%

  55%

  92%

  59%

  116%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .48%.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.99

$ 12.92

$ 11.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .34

  .32

  .25

  .15

  .17E

Net realized and unrealized gain (loss)

  3.34

  4.29

  .56

  2.14

  1.31

Total from investment operations

  3.68

  4.61

  .81

  2.29

  1.48

Distributions from net investment income

  (.29)

  (.30)

  (.18)

  (.22)

  (.15)

Net asset value, end of period

$ 23.32

$ 19.93

$ 15.62

$ 14.99

$ 12.92

Total ReturnA

  18.71%

  29.97%

  5.59%

  17.93%

  12.84%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .66%

  .57%

  .68%

  .61%

  .75%

Expenses net of fee waivers, if any

  .66%

  .57%

  .68%

  .61%

  .75%

Expenses net of all reductions

  .66%

  .56%

  .68%

  .60%

  .74%

Net investment income (loss)

  1.58%

  1.83%

  1.68%

  1.07%

  1.31% E

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,246

$ 71,212

$ 53,794

$ 41,562

$ 38,583

Portfolio turnover rateD

  58%

  55%

  92%

  59%

  116%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .70%.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to foreign currency transactions, futures contracts, market discount, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 115,298,622

Gross unrealized depreciation

(8,562,667)

Net unrealized appreciation (depreciation) on securities

$ 106,735,955

 

 

Tax Cost

$ 705,472,820

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

Undistributed ordinary income

$ 6,754,213

Capital loss carryforward

$ (58,532,328)

Net unrealized appreciation (depreciation) on securities and other investments

$ 106,735,035

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2018

$ (58,532,328)

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 6,964,725

$ 7,811,842

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $98,886 and a change in net unrealized appreciation (depreciation) of $(200,164) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $510,432,177 and $345,417,346, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Discovery as compared to its benchmark index, the Russell 3000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .55% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 

Amount

% of
Average
Net Assets

Value Discovery

$ 985,305

.19

Class K

41,024

.05

 

$ 1,026,329

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions - continued

(depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $13,436 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $989 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $19,884. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $2,794 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $42.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $6,060.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Value Discovery

$ 5,880,680

$ 6,759,572

Class K

1,084,045

1,052,270

Total

$ 6,964,725

$ 7,811,842

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Value Discovery

 

 

 

 

Shares sold

9,957,139

1,517,235

$ 226,028,010

$ 26,779,567

Reinvestment of distributions

278,378

400,899

5,640,307

6,508,716

Shares redeemed

(3,617,186)

(5,502,085)

(78,363,112)

(93,974,977)

Net increase (decrease)

6,618,331

(3,583,951)

$ 153,305,205

$ (60,686,694)

Class K

 

 

 

 

Shares sold

2,344,329

887,047

$ 51,734,186

$ 15,454,108

Reinvestment of distributions

53,522

64,874

1,084,045

1,052,270

Shares redeemed

(1,071,695)

(822,447)

(23,481,455)

(14,135,914)

Net increase (decrease)

1,326,156

129,474

$ 29,336,776

$ 2,370,464

Annual Report

12. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and Shareholders of Fidelity Value Discovery Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Value Discovery Fund (the Fund), a fund of Fidelity Puritan Trust, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Value Discovery Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

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

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

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

Annual Report

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

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

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

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

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

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

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

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

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

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

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Value Discovery Fund voted to pay on September 15, 2014, to shareholders of record at the opening of business on September 12, 2014, a distribution of $0.018 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.165 per share from net investment income.

Value Discovery fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value Discovery Fund

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2012.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Value Discovery Fund

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

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

Annual Report

Fidelity Value Discovery Fund

fvd121300

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

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

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

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

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fvd121302
1-800-544-5555

fvd121302
Automated line for quickest service

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

FVD-UANN-0914
1.789714.111

Fidelity®

Value Discovery

Fund-

Class K

Annual Report

July 31, 2014

(Fidelity Cover Art)

Contents

Performance

(Click Here)

How the fund has done over time.

Management's
Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public
Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended July 31, 2014

Past 1
year

Past 5
years

Past 10
years

Class K A

18.71%

16.74%

9.29%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Discovery Fund - Class K on July 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

vdk241641

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame a slowing economy early in 2014 to post a strong gain for the 12-month period ending July 31, 2014, supported by corporate profits and continued low interest rates. The S&P 500® Index rose 16.94%, reaching an all-time high near period end. The technology-heavy Nasdaq Composite Index® gained 22.00%. The Russell 2000® Index returned 8.56%, reflecting the relatively lackluster performance of small-cap stocks. Information technology (+28%) was the top-performing sector within the S&P 500®, driven by strong semiconductor and computer hardware sales. Materials (+23%) gained amid higher prices for many commodity products. Health care (+21%) rose, driven by gains in pharmaceuticals, biotechnology & life sciences companies. Energy stocks (+19%) advanced in the latter part of the period amid healthy U.S. output and the threat of supply disruptions in Iraq. Conversely, most defensive sectors, including consumer staples, utilities and telecommunication services, lagged the broader market. Volatility remained tame throughout most of the period, with markets supported by declining unemployment, near-record profit margins for companies, muted cost inflation and fairly low corporate debt levels. Geopolitical tension remained a concern at period end, with conflict in Ukraine and strained relations between Russia and the West posing a potential threat to global growth.

Comments from Sean Gavin, Portfolio Manager of Fidelity® Value Discovery Fund: For the year, the fund's Class K shares returned 18.71%, easily outperforming the 14.87% gain of the Russell 3000® Value Index. During the period, I invested based on my philosophy that a stock that's cheap doesn't necessarily represent value, but one that combines cheapness with quality does. I tried to take advantage of moderate-to-slow growth by overweighting attractively valued, high-quality companies, leading me to overweight information technology, health care and consumer staples, and underweight industrials, utilities and financials. Security selection was strong, particularly in health care, financials and consumer staples. The fund's top three performers were health care stocks: Teva Pharmaceuticals, specialty hospital and outpatient rehabilitation operator Select Medical Holdings, and medical supply company McKesson. On the down side, security selection in industrials and energy hurt results. Not owning semiconductor giant and index component Intel and an investment in handbag and leather goods manufacturer Coach were the biggest detractors. Teva, McKesson and Coach were not in the index, and McKesson was sold before period end.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio B

Beginning
Account Value
February 1, 2014

Ending
Account Value
July 31, 2014

Expenses Paid
During Period*
February 1, 2014
to July 31, 2014

Value Discovery

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,108.40

$ 4.18

HypotheticalA

 

$ 1,000.00

$ 1,020.83

$ 4.01

Class K

.66%

 

 

 

Actual

 

$ 1,000.00

$ 1,109.40

$ 3.45

HypotheticalA

 

$ 1,000.00

$ 1,021.52

$ 3.31

A 5% return per year before expenses

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

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Chevron Corp.

3.6

3.6

JPMorgan Chase & Co.

3.5

4.1

Johnson & Johnson

3.1

2.5

Wells Fargo & Co.

2.9

3.5

Berkshire Hathaway, Inc. Class B

2.8

2.7

Teva Pharmaceutical Industries Ltd. sponsored ADR

2.3

2.1

Exxon Mobil Corp.

2.3

2.8

Cisco Systems, Inc.

2.2

2.5

Verizon Communications, Inc.

2.0

0.0

U.S. Bancorp

2.0

2.6

 

26.7

Top Five Market Sectors as of July 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.1

27.7

Health Care

17.8

15.6

Information Technology

15.5

15.5

Energy

9.8

11.4

Consumer Discretionary

9.2

8.3

Asset Allocation (% of fund's net assets)

As of July 31, 2014*

As of January 31, 2014**

vdk241643

Stocks and Equity
Futures 97.9%

 

vdk241643

Stocks 96.7%

 

vdk241646

Short-Term
Investments and
Net Other Assets (Liabilities) 2.1%

 

vdk241646

Short-Term
Investments and
Net Other Assets (Liabilities) 3.3%

 

* Foreign investments

15.2%

 

** Foreign investments

16.7%

 

vdk241649

Annual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value

CONSUMER DISCRETIONARY - 9.2%

Auto Components - 0.8%

Hyundai Mobis

22,107

$ 6,602,939

Diversified Consumer Services - 0.2%

Steiner Leisure Ltd. (a)

46,068

1,838,574

Media - 2.7%

Corus Entertainment, Inc. Class B (non-vtg.)

183,800

4,062,530

John Wiley & Sons, Inc. Class A

65,885

3,959,030

Time Warner Cable, Inc.

21,600

3,134,160

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

127,300

10,523,891

 

21,679,611

Multiline Retail - 1.8%

Macy's, Inc.

139,853

8,082,105

Target Corp.

109,700

6,537,023

 

14,619,128

Specialty Retail - 3.2%

AutoZone, Inc. (a)

10,485

5,421,060

Bed Bath & Beyond, Inc. (a)

131,900

8,347,951

GNC Holdings, Inc.

251,600

8,254,996

TJX Companies, Inc.

61,200

3,261,348

 

25,285,355

Textiles, Apparel & Luxury Goods - 0.5%

Coach, Inc.

115,335

3,985,978

TOTAL CONSUMER DISCRETIONARY

74,011,585

CONSUMER STAPLES - 6.1%

Beverages - 0.5%

C&C Group PLC

623,145

3,536,282

Food & Staples Retailing - 4.2%

CVS Caremark Corp.

175,900

13,431,724

Kroger Co.

157,904

7,734,138

Wal-Mart Stores, Inc.

170,400

12,538,032

 

33,703,894

Food Products - 0.7%

The J.M. Smucker Co.

58,721

5,850,960

Tobacco - 0.7%

British American Tobacco PLC sponsored ADR

46,745

5,487,863

TOTAL CONSUMER STAPLES

48,578,999

Common Stocks - continued

Shares

Value

ENERGY - 9.8%

Energy Equipment & Services - 0.7%

National Oilwell Varco, Inc.

70,900

$ 5,745,736

Oil, Gas & Consumable Fuels - 9.1%

Chevron Corp.

224,581

29,024,848

Exxon Mobil Corp.

181,828

17,990,062

Marathon Petroleum Corp.

77,100

6,436,308

Phillips 66 Co.

95,200

7,721,672

Suncor Energy, Inc.

160,000

6,569,634

Woodside Petroleum Ltd.

125,360

4,920,877

 

72,663,401

TOTAL ENERGY

78,409,137

FINANCIALS - 26.1%

Banks - 9.1%

JPMorgan Chase & Co.

485,941

28,024,217

SunTrust Banks, Inc.

149,800

5,699,890

U.S. Bancorp

383,500

16,118,505

Wells Fargo & Co.

454,937

23,156,293

 

72,998,905

Capital Markets - 2.2%

East Capital Explorer AB (a)

86,479

676,969

Fortress Investment Group LLC

705,900

5,110,716

GP Investments Ltd. Class A (depositary receipt) (a)

1,628,600

3,553,309

MLP AG

440,172

2,947,062

The Blackstone Group LP

161,000

5,261,480

 

17,549,536

Consumer Finance - 2.4%

American Express Co.

75,800

6,670,400

Capital One Financial Corp.

154,582

12,295,452

 

18,965,852

Diversified Financial Services - 2.8%

Berkshire Hathaway, Inc. Class B (a)

180,931

22,694,175

Insurance - 6.1%

ACE Ltd.

98,600

9,869,860

Allied World Assurance Co. Holdings Ltd.

189,100

6,809,491

Allstate Corp.

152,600

8,919,470

FNF Group

218,920

5,934,921

FNFV Group

148,833

2,434,908

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Prudential PLC

173,594

$ 3,989,861

The Travelers Companies, Inc.

123,613

11,070,780

 

49,029,291

Real Estate Investment Trusts - 3.5%

American Capital Agency Corp.

408,999

9,456,057

Annaly Capital Management, Inc.

834,995

9,268,445

MFA Financial, Inc.

1,168,164

9,508,855

 

28,233,357

TOTAL FINANCIALS

209,471,116

HEALTH CARE - 17.8%

Biotechnology - 1.7%

Amgen, Inc.

105,391

13,425,759

Health Care Equipment & Supplies - 2.6%

Covidien PLC

93,900

8,123,289

Medtronic, Inc.

202,400

12,496,176

 

20,619,465

Health Care Providers & Services - 5.3%

Cigna Corp.

134,638

12,122,806

Express Scripts Holding Co. (a)

159,001

11,074,420

Humana, Inc.

23,150

2,723,598

Select Medical Holdings Corp.

124,279

1,931,296

UnitedHealth Group, Inc.

184,600

14,961,830

 

42,813,950

Pharmaceuticals - 8.2%

AbbVie, Inc.

88,900

4,653,026

GlaxoSmithKline PLC sponsored ADR

172,476

8,342,664

Johnson & Johnson

248,508

24,873,166

Mylan, Inc. (a)

91,995

4,541,793

Shire PLC

57,100

4,699,808

Teva Pharmaceutical Industries Ltd. sponsored ADR

345,468

18,482,538

 

65,592,995

TOTAL HEALTH CARE

142,452,169

INDUSTRIALS - 5.0%

Aerospace & Defense - 0.4%

United Technologies Corp.

30,400

3,196,560

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - 2.3%

Deere & Co.

109,390

$ 9,310,183

Global Brass & Copper Holdings, Inc.

150,749

2,288,370

Valmont Industries, Inc. (d)

47,500

6,917,425

 

18,515,978

Professional Services - 2.3%

Dun & Bradstreet Corp.

135,065

14,861,202

VSE Corp.

58,200

3,466,974

 

18,328,176

TOTAL INDUSTRIALS

40,040,714

INFORMATION TECHNOLOGY - 13.9%

Communications Equipment - 2.2%

Cisco Systems, Inc.

690,918

17,431,861

Electronic Equipment & Components - 0.5%

TE Connectivity Ltd.

59,902

3,707,335

IT Services - 3.0%

Amdocs Ltd.

110,843

5,025,622

Fiserv, Inc. (a)

106,500

6,567,855

IBM Corp.

41,360

7,927,471

The Western Union Co.

248,700

4,344,789

 

23,865,737

Software - 3.6%

Microsoft Corp.

373,124

16,104,032

Oracle Corp.

324,413

13,103,041

 

29,207,073

Technology Hardware, Storage & Peripherals - 4.6%

Apple, Inc.

158,000

15,100,060

EMC Corp.

466,300

13,662,590

Hewlett-Packard Co.

225,512

8,030,482

 

36,793,132

TOTAL INFORMATION TECHNOLOGY

111,005,138

MATERIALS - 2.1%

Chemicals - 1.4%

Agrium, Inc.

55,600

5,068,684

CF Industries Holdings, Inc.

24,989

6,255,746

 

11,324,430

Common Stocks - continued

Shares

Value

MATERIALS - continued

Paper & Forest Products - 0.7%

Schweitzer-Mauduit International, Inc.

141,800

$ 5,789,694

TOTAL MATERIALS

17,114,124

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 2.0%

Verizon Communications, Inc.

323,200

16,295,744

UTILITIES - 3.2%

Electric Utilities - 2.6%

American Electric Power Co., Inc.

157,300

8,178,027

Edison International

141,000

7,726,800

Xcel Energy, Inc.

156,700

4,826,360

 

20,731,187

Multi-Utilities - 0.6%

CMS Energy Corp.

163,800

4,738,734

TOTAL UTILITIES

25,469,921

TOTAL COMMON STOCKS

(Cost $653,143,815)


762,848,647

Nonconvertible Preferred Stocks - 1.6%

 

 

 

 

INFORMATION TECHNOLOGY - 1.6%

Semiconductors & Semiconductor Equipment - 1.6%

Samsung Electronics Co. Ltd.

(Cost $12,603,792)

12,768


13,202,808

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.03% 8/21/14 (e)
(Cost $479,993)

$ 480,000


479,996

Money Market Funds - 4.5%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

32,084,224

$ 32,084,224

Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)

3,593,100

3,593,100

TOTAL MONEY MARKET FUNDS

(Cost $35,677,324)


35,677,324

TOTAL INVESTMENT PORTFOLIO - 101.4%

(Cost $701,904,924)

812,208,775

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(11,195,570)

NET ASSETS - 100%

$ 801,013,205

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

92 ICE Russell 1000 Value Index Contracts (United States)

Sept. 2014

$ 8,944,240

$ (200,164)

 

The face value of futures purchased as a percentage of net assets is 1.1%

Legend

(a) Non-income producing

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

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $398,997.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 19,013

Fidelity Securities Lending Cash Central Fund

19,884

Total

$ 38,897

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 74,011,585

$ 67,408,646

$ 6,602,939

$ -

Consumer Staples

48,578,999

48,578,999

-

-

Energy

78,409,137

73,488,260

4,920,877

-

Financials

209,471,116

205,481,255

3,989,861

-

Health Care

142,452,169

137,752,361

4,699,808

-

Industrials

40,040,714

40,040,714

-

-

Information Technology

124,207,946

111,005,138

13,202,808

-

Materials

17,114,124

17,114,124

-

-

Telecommunication Services

16,295,744

16,295,744

-

-

Utilities

25,469,921

25,469,921

-

-

U.S. Government and Government Agency Obligations

479,996

-

479,996

-

Money Market Funds

35,677,324

35,677,324

-

-

Total Investments in Securities:

$ 812,208,775

$ 778,312,486

$ 33,896,289

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (200,164)

$ (200,164)

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
 Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ -

$ (200,164)

Total Value of Derivatives

$ -

$ (200,164)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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

United States of America

84.8%

Switzerland

2.6%

Korea (South)

2.4%

Israel

2.3%

United Kingdom

2.2%

Canada

1.9%

Ireland

1.5%

Others (Individually Less Than 1%)

2.3%

 

100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

July 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $3,436,868) - See accompanying schedule:

Unaffiliated issuers (cost $666,227,600)

$ 776,531,451

 

Fidelity Central Funds (cost $35,677,324)

35,677,324

 

Total Investments (cost $701,904,924)

 

$ 812,208,775

Receivable for investments sold

4,786,245

Receivable for fund shares sold

2,416,257

Dividends receivable

563,459

Distributions receivable from Fidelity Central Funds

5,207

Receivable from investment adviser for expense reductions

406

Other receivables

245,317

Total assets

820,225,666

 

 

 

Liabilities

Payable for investments purchased

$ 13,802,230

Payable for fund shares redeemed

1,004,799

Accrued management fee

369,986

Payable for daily variation margin for derivative instruments

252,936

Other affiliated payables

125,316

Other payables and accrued expenses

64,094

Collateral on securities loaned, at value

3,593,100

Total liabilities

19,212,461

 

 

 

Net Assets

$ 801,013,205

Net Assets consist of:

 

Paid in capital

$ 746,056,285

Undistributed net investment income

6,167,040

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

(61,312,887)

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

110,102,767

Net Assets

$ 801,013,205

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

July 31, 2014

 

 

 

Value Discovery:
Net Asset Value, offering price and redemption price per share ($686,767,453 ÷ 29,444,897 shares)

$ 23.32

 

 

 

Class K:
Net Asset Value, offering price and redemption price per share ($114,245,752 ÷ 4,898,868 shares)

$ 23.32

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

Annual Report

Statement of Operations

 

Year ended July 31, 2014

 

 

 

Investment Income

 

 

Dividends

 

$ 13,251,148

Interest

 

288,001

Income from Fidelity Central Funds

 

38,897

Total income

 

13,578,046

 

 

 

Expenses

Management fee
Basic fee

$ 3,343,868

Performance adjustment

(22,985)

Transfer agent fees

1,026,329

Accounting and security lending fees

224,451

Custodian fees and expenses

21,227

Independent trustees' compensation

2,400

Registration fees

85,941

Audit

48,941

Legal

2,586

Miscellaneous

4,872

Total expenses before reductions

4,737,630

Expense reductions

(8,896)

4,728,734

Net investment income (loss)

8,849,312

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

79,395,093

Foreign currency transactions

(51,274)

Futures contracts

98,886

Total net realized gain (loss)

 

79,442,705

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,055,016

Assets and liabilities in foreign currencies

3,957

Futures contracts

(200,164)

Total change in net unrealized appreciation (depreciation)

 

10,858,809

Net gain (loss)

90,301,514

Net increase (decrease) in net assets resulting from operations

$ 99,150,826

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
July 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 8,849,312

$ 8,070,935

Net realized gain (loss)

79,442,705

55,424,550

Change in net unrealized appreciation (depreciation)

10,858,809

62,525,269

Net increase (decrease) in net assets resulting from operations

99,150,826

126,020,754

Distributions to shareholders from net investment income

(6,964,725)

(7,811,842)

Share transactions - net increase (decrease)

182,641,981

(58,316,230)

Total increase (decrease) in net assets

274,828,082

59,892,682

 

 

 

Net Assets

Beginning of period

526,185,123

466,292,441

End of period (including undistributed net investment income of $6,167,040 and undistributed net investment income of $4,272,759, respectively)

$ 801,013,205

$ 526,185,123

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

Annual Report

Financial Highlights - Value Discovery

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.98

$ 12.91

$ 11.58

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .31

  .29

  .22

  .13

  .14E

Net realized and unrealized gain (loss)

  3.34

  4.29

  .57

  2.13

  1.31

Total from investment operations

  3.65

  4.58

  .79

  2.26

  1.45

Distributions from net investment income

  (.26)

  (.27)

  (.15)

  (.19)

  (.12)

Net asset value, end of period

$ 23.32

$ 19.93

$ 15.62

$ 14.98

$ 12.91

Total ReturnA

  18.52%

  29.72%

  5.43%

  17.69%

  12.60%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .80%

  .74%

  .87%

  .80%

  .96%

Expenses net of fee waivers, if any

  .80%

  .74%

  .87%

  .80%

  .96%

Expenses net of all reductions

  .80%

  .73%

  .87%

  .79%

  .95%

Net investment income (loss)

  1.44%

  1.66%

  1.49%

  .88%

  1.10% E

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 686,767

$ 454,974

$ 412,499

$ 540,644

$ 598,561

Portfolio turnover rateD

  58%

  55%

  92%

  59%

  116%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .48%.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,

2014

2013

2012

2011

2010

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.99

$ 12.92

$ 11.59

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .34

  .32

  .25

  .15

  .17E

Net realized and unrealized gain (loss)

  3.34

  4.29

  .56

  2.14

  1.31

Total from investment operations

  3.68

  4.61

  .81

  2.29

  1.48

Distributions from net investment income

  (.29)

  (.30)

  (.18)

  (.22)

  (.15)

Net asset value, end of period

$ 23.32

$ 19.93

$ 15.62

$ 14.99

$ 12.92

Total ReturnA

  18.71%

  29.97%

  5.59%

  17.93%

  12.84%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .66%

  .57%

  .68%

  .61%

  .75%

Expenses net of fee waivers, if any

  .66%

  .57%

  .68%

  .61%

  .75%

Expenses net of all reductions

  .66%

  .56%

  .68%

  .60%

  .74%

Net investment income (loss)

  1.58%

  1.83%

  1.68%

  1.07%

  1.31% E

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,246

$ 71,212

$ 53,794

$ 41,562

$ 38,583

Portfolio turnover rateD

  58%

  55%

  92%

  59%

  116%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .70%.

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

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2014

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to foreign currency transactions, futures contracts, market discount, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 115,298,622

Gross unrealized depreciation

(8,562,667)

Net unrealized appreciation (depreciation) on securities

$ 106,735,955

 

 

Tax Cost

$ 705,472,820

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

Undistributed ordinary income

$ 6,754,213

Capital loss carryforward

$ (58,532,328)

Net unrealized appreciation (depreciation) on securities and other investments

$ 106,735,035

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2018

$ (58,532,328)

The tax character of distributions paid was as follows:

 

July 31, 2014

July 31, 2013

Ordinary Income

$ 6,964,725

$ 7,811,842

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $98,886 and a change in net unrealized appreciation (depreciation) of $(200,164) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $510,432,177 and $345,417,346, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Discovery as compared to its benchmark index, the Russell 3000 Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .55% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 

Amount

% of
Average
Net Assets

Value Discovery

$ 985,305

.19

Class K

41,024

.05

 

$ 1,026,329

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions - continued

(depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $13,436 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $989 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $19,884. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $2,794 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $42.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $6,060.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,

2014

2013

From net investment income

 

 

Value Discovery

$ 5,880,680

$ 6,759,572

Class K

1,084,045

1,052,270

Total

$ 6,964,725

$ 7,811,842

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended July 31,

2014

2013

2014

2013

Value Discovery

 

 

 

 

Shares sold

9,957,139

1,517,235

$ 226,028,010

$ 26,779,567

Reinvestment of distributions

278,378

400,899

5,640,307

6,508,716

Shares redeemed

(3,617,186)

(5,502,085)

(78,363,112)

(93,974,977)

Net increase (decrease)

6,618,331

(3,583,951)

$ 153,305,205

$ (60,686,694)

Class K

 

 

 

 

Shares sold

2,344,329

887,047

$ 51,734,186

$ 15,454,108

Reinvestment of distributions

53,522

64,874

1,084,045

1,052,270

Shares redeemed

(1,071,695)

(822,447)

(23,481,455)

(14,135,914)

Net increase (decrease)

1,326,156

129,474

$ 29,336,776

$ 2,370,464

Annual Report

12. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and Shareholders of Fidelity Value Discovery Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Value Discovery Fund (the Fund), a fund of Fidelity Puritan Trust, including the schedule of investments, as of July 31, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Value Discovery Fund as of July 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 15, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 173 funds. Mr. Curvey oversees 397 funds.

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

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

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

Annual Report

Trustees and Officers - continued

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

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

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

Annual Report

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

 

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

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

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

Annual Report

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

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

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

 

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

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

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

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

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

 

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Thomas C. Hense (1964)

Year of Election or Appointment: 2008/2010

Vice President

 

Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

 

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

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

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

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Linda J. Wondrack (1964)

Year of Election or Appointment: 2014

Chief Compliance Officer

 

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

K Class

09/15/14

09/12/14

$0.178

$0.018

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

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

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value Discovery Fund

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

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

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Annual Report

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in January 2012.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Value Discovery Fund

vdk241651

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

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

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

Annual Report

Fidelity Value Discovery Fund

vdk241653

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

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

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

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

Annual Report

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

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

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

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

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

FVD-K-UANN-0914
1.863358.105

Item 2. Code of Ethics

As of the end of the period, July 31, 2014, Fidelity Puritan Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Series Intrinsic Opportunities Fund and Fidelity Value Discovery Fund (the "Funds"):

Services Billed by Deloitte Entities

July 31, 2014 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Series Intrinsic Opportunities Fund

$56,000

$-

$6,200

$1,700

Fidelity Value Discovery Fund

$37,000

$-

$5,100

$700

July 31, 2013 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Series Intrinsic Opportunities Fund

$44,000

$-

$6,200

$600

Fidelity Value Discovery Fund

$37,000

$-

$5,300

$500

A Amounts may reflect rounding.

B The Fidelity Series Intrinsic Opportunities Fund commenced operations on December 6, 2012.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Low-Priced Stock Fund (the "Fund"):

Services Billed by PwC

July 31, 2014 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Low-Priced Stock Fund

$159,000

$-

$5,500

$17,700

July 31, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Low-Priced Stock Fund

$163,000

$-

$5,600

$15,500

A Amounts may reflect rounding.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

July 31, 2014A

July 31, 2013A,B

Audit-Related Fees

$355,000

$915,000

Tax Fees

$-

$-

All Other Fees

$745,000

$765,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Series Intrinsic Opportunities Fund's commencement of operations.

Services Billed by PwC

 

July 31, 2014A

July 31, 2013A

Audit-Related Fees

$5,975,000

$4,295,000

Tax Fees

$50,000

$-

All Other Fees

$-

$-

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

July 31, 2014 A

July 31, 2013 A,B

PwC

$7,210,000

$5,080,000

Deloitte Entities

$1,950,000

$1,790,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Series Intrinsic Opportunities Fund's commencement of operations.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Puritan Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

September 25, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

September 25, 2014

By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

September 25, 2014