Notes to Financial Statements

For the period ended October 31, 2012 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Large Cap Stock Fund (the Fund) is a fund of Fidelity Commonwealth 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.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. 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 rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events,

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(Amounts in thousands except percentages)

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Security Valuation - continued

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 significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally 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. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party

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Security Valuation - continued

pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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 October 31, 2012, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are

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accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

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

Book-tax differences are primarily due to futures transactions, foreign currency transactions, partnerships, equity-debt reclassifications, deferred trustee compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At April 30, 2012, capital loss carryforwards were as follows:

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.

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $515,880 and $286,130, respectively.

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(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .59% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .22% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $153, including $4 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $6 for the period.

9. Other.

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

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Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Large Cap Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and 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, 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, 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 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 2012 meeting, the Board of Trustees, 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 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 is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is 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, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual 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, managed by Fidelity.

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Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, 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.

Resources Dedicated to Investment Management and Support Services . The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board 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. The Board also 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 the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services . The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by 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.

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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.

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 support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

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. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

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Fidelity Large Cap Stock Fund

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the third quartile for the one-year period and the first quartile for the three- and five-year periods. The Board also noted that the investment performance of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year.

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, the record (over the same period) of a Board-approved performance adjustment index. 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.

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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 management fee characteristics. 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 relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "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 TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, 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 ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

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Board Approval of Investment Advisory Contracts and
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Fidelity Large Cap Stock Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

Total Expense Ratio . In its review of the fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board 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 the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below its competitive median for 2011.

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Fees Charged to Other Fidelity Clients . The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

On an annual basis, FMR 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 Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to 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.

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Board Approval of Investment Advisory Contracts and
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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 reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR 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 fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. 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 assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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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.

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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

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
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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. © 2012 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including 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 (May 1, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

---

Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Church & Dwight Co., Inc.	1.6	1.5
Brookdale Senior Living, Inc.	1.4	0.4
HollyFrontier Corp.	1.4	0.0
Gartner, Inc. Class A	1.3	1.2
HeartWare International, Inc.	1.3	0.9
Henry Schein, Inc.	1.3	1.3
SL Green Realty Corp.	1.2	0.8
Kansas City Southern	1.2	1.3
Acacia Research Corp.	1.1	0.8
Oceaneering International, Inc.	1.1	1.0
	12.9
Top Five Market Sectors as of October 31, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.7	17.7
Health Care	14.5	13.1
Information Technology	14.5	16.6
Consumer Discretionary	11.5	15.9
Industrials	10.4	10.9

Asset Allocation (% of fund's net assets)
As of October 31, 2012 *				As of April 30, 2012 **
	Stocks 94.1%				Stocks 99.2%
	Convertible Securities 0.0%				Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 5.9%				Short-Term Investments and Net Other Assets (Liabilities) 0.7%
* Foreign investments		7.1%		** Foreign investments		7.6%

Semiannual Report

---

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 11.5%
Automobiles - 0.5%
Tesla Motors, Inc. (a)	1,135,536		$ 31,943
Distributors - 0.4%
Pool Corp.	628,500		26,472
Hotels, Restaurants & Leisure - 1.8%
Arcos Dorados Holdings, Inc. Class A	854,629		11,033
Bravo Brio Restaurant Group, Inc. (a)	626,132		8,265
Domino's Pizza, Inc.	536,200		21,780
Jubilant Foodworks Ltd. (a)	590,362		13,858
Red Robin Gourmet Burgers, Inc. (a)	500,000		16,700
Texas Roadhouse, Inc. Class A	1,000,000		16,280
Wyndham Worldwide Corp.	489,700		24,681
			112,597
Household Durables - 3.2%
D.R. Horton, Inc.	1,210,333		25,369
Lennar Corp. Class A (d)	713,500		26,735
M/I Homes, Inc. (a)	604,190		13,443
NVR, Inc. (a)	56,900		51,423
Toll Brothers, Inc. (a)	1,630,187		53,812
Tupperware Brands Corp.	578,800		34,207
			204,989
Leisure Equipment & Products - 1.1%
Amer Group PLC (A Shares)	850,000		12,031
Brunswick Corp.	825,500		19,474
New Academy Holding Co. LLC unit (a)(f)(g)	294,000		36,327
			67,832
Media - 1.2%
Discovery Communications, Inc. (a)	542,800		32,036
Scripps Networks Interactive, Inc. Class A	520,200		31,587
Shutterstock, Inc.	608,200		14,445
			78,068
Specialty Retail - 2.3%
Fast Retailing Co. Ltd.	85,200		18,976
PT ACE Hardware Indonesia Tbk	17,015,500		12,401
Ross Stores, Inc.	280,700		17,109
Sally Beauty Holdings, Inc. (a)	1,274,000		30,678
Tractor Supply Co.	504,300		48,534
Ulta Salon, Cosmetics & Fragrance, Inc.	227,000		20,934
			148,632
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 1.0%
Brunello Cucinelli SpA	800,000		$ 14,154
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	1,000,000		52,260
			66,414
TOTAL CONSUMER DISCRETIONARY			736,947
CONSUMER STAPLES - 5.4%
Beverages - 2.5%
Beam, Inc.	1,223,300		67,967
Brown-Forman Corp. Class B (non-vtg.)	519,000		33,247
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,677,400		59,279
			160,493
Food & Staples Retailing - 0.3%
United Natural Foods, Inc. (a)	348,426		18,550
Food Products - 0.2%
The Hershey Co.	225,000		15,491
Household Products - 1.6%
Church & Dwight Co., Inc.	1,995,400		101,282
Personal Products - 0.6%
Nu Skin Enterprises, Inc. Class A (d)	759,500		35,947
Tobacco - 0.2%
Philip Morris CR A/S	22,800		12,216
TOTAL CONSUMER STAPLES			343,979
ENERGY - 7.8%
Energy Equipment & Services - 2.5%
Diamond Offshore Drilling, Inc. (d)	534,700		37,023
Dresser-Rand Group, Inc. (a)	631,809		32,557
Helmerich & Payne, Inc.	454,000		21,701
Oceaneering International, Inc.	1,364,500		71,404
			162,685
Oil, Gas & Consumable Fuels - 5.3%
Cabot Oil & Gas Corp.	820,000		38,524
Concho Resources, Inc. (a)	225,600		19,429
EQT Corp.	275,000		16,673
EV Energy Partners LP	676,900		44,161
Holly Energy Partners LP	457,200		30,221
HollyFrontier Corp.	2,300,000		88,849
Oasis Petroleum, Inc. (a)	696,300		20,450
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Range Resources Corp.	450,000		$ 29,412
SM Energy Co.	586,600		31,629
Southwestern Energy Co. (a)	500,000		17,350
			336,698
TOTAL ENERGY			499,383
FINANCIALS - 20.7%
Capital Markets - 0.2%
ICAP PLC	2,823,600		14,813
Commercial Banks - 6.5%
Bank of the Ozarks, Inc.	634,396		20,770
CIT Group, Inc. (a)	824,300		30,680
City National Corp.	782,000		39,960
Cullen/Frost Bankers, Inc.	675,600		37,361
Fifth Third Bancorp	1,421,300		20,651
First Niagara Financial Group, Inc.	7,193,000		59,558
First Republic Bank	1,176,500		40,413
FirstMerit Corp.	1,942,500		26,923
FNB Corp., Pennsylvania	2,502,500		26,852
Huntington Bancshares, Inc.	3,646,900		23,304
M&T Bank Corp.	225,000		23,423
Texas Capital Bancshares, Inc. (a)	425,000		20,175
UMB Financial Corp.	405,000		18,035
Webster Financial Corp.	1,372,600		30,197
			418,302
Diversified Financial Services - 1.4%
KKR Financial Holdings LLC	6,047,509		61,745
MSCI, Inc. Class A (a)	959,900		25,860
			87,605
Insurance - 3.7%
Arch Capital Group Ltd. (a)	815,600		36,009
Direct Line Insurance Grup PLC	10,565,300		33,162
Fairfax Financial Holdings Ltd. (sub. vtg.)	134,900		50,044
Fidelity National Financial, Inc. Class A	2,914,400		62,397
First American Financial Corp.	1,561,400		35,522
Jardine Lloyd Thompson Group PLC	1,754,594		21,052
			238,186
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 6.9%
American Capital Agency Corp.	493,200		$ 16,285
Cys Investments, Inc. (d)	1,281,500		17,198
Digital Realty Trust, Inc.	484,700		29,775
Essex Property Trust, Inc.	401,400		60,210
Kimco Realty Corp.	2,264,800		44,209
MFA Financial, Inc.	2,301,000		18,799
Rayonier, Inc.	500,000		24,505
Retail Properties America, Inc.	1,164,196		14,250
SL Green Realty Corp.	1,007,400		75,857
The Macerich Co.	1,223,100		69,717
Two Harbors Investment Corp.	2,514,200		29,994
Ventas, Inc.	642,175		40,630
			441,429
Real Estate Management & Development - 0.6%
CBRE Group, Inc. (a)	1,127,600		20,319
Realogy Holdings Corp.	400,100		14,220
			34,539
Thrifts & Mortgage Finance - 1.4%
MGIC Investment Corp. (a)(d)	2,771,544		4,767
Ocwen Financial Corp. (a)	1,624,900		62,672
Radian Group, Inc. (d)	4,363,000		20,462
			87,901
TOTAL FINANCIALS			1,322,775
HEALTH CARE - 14.5%
Biotechnology - 3.2%
Achillion Pharmaceuticals, Inc. (a)	2,717,800		25,656
Alkermes PLC (a)	268,481		4,975
ARIAD Pharmaceuticals, Inc. (a)	797,500		17,186
BioMarin Pharmaceutical, Inc. (a)	774,800		28,699
Clovis Oncology, Inc.	308,700		6,659
Merrimack Pharmaceuticals, Inc. (d)	126,800		784
Synageva BioPharma Corp. (a)	566,836		23,966
Theravance, Inc. (a)	1,035,400		23,307
Vertex Pharmaceuticals, Inc. (a)	1,381,800		66,658
ZIOPHARM Oncology, Inc. (a)(d)	1,629,100		7,673
			205,563
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - 2.5%
DENTSPLY International, Inc.	649,500		$ 23,928
HeartWare International, Inc. (a)(d)(e)	984,900		82,712
Hill-Rom Holdings, Inc.	876,700		24,627
Mako Surgical Corp. (a)(d)	736,236		11,154
Volcano Corp. (a)	653,000		18,689
			161,110
Health Care Providers & Services - 4.7%
Air Methods Corp. (a)	138,900		15,228
Brookdale Senior Living, Inc. (a)	3,812,400		89,439
Corvel Corp. (a)	350,000		14,886
Emeritus Corp. (a)	950,000		21,328
Health Net, Inc. (a)	910,300		19,590
Henry Schein, Inc. (a)	1,120,700		82,685
HMS Holdings Corp. (a)	941,700		21,744
MWI Veterinary Supply, Inc. (a)	155,885		16,371
Quest Diagnostics, Inc.	350,000		20,202
			301,473
Health Care Technology - 0.3%
HealthStream, Inc. (a)	650,000		16,601
Life Sciences Tools & Services - 1.3%
Eurofins Scientific SA	171,700		26,550
Illumina, Inc. (a)(d)	1,158,900		55,059
			81,609
Pharmaceuticals - 2.5%
Endo Pharmaceuticals Holdings, Inc. (a)	500,000		14,330
Impax Laboratories, Inc. (a)	1,101,400		23,405
Optimer Pharmaceuticals, Inc. (a)(d)	1,550,600		14,793
Perrigo Co.	557,300		64,095
Shire PLC	807,600		22,709
ViroPharma, Inc. (a)	884,500		22,334
			161,666
TOTAL HEALTH CARE			928,022
INDUSTRIALS - 10.4%
Aerospace & Defense - 1.6%
KEYW Holding Corp. (a)	1,330,500		16,152
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Textron, Inc.	1,159,800		$ 29,239
TransDigm Group, Inc.	441,800		58,852
			104,243
Air Freight & Logistics - 0.6%
C.H. Robinson Worldwide, Inc.	265,300		16,006
Hub Group, Inc. Class A (a)	600,000		18,606
			34,612
Building Products - 0.5%
Owens Corning (a)	936,416		31,454
Commercial Services & Supplies - 1.6%
Clean Harbors, Inc. (a)	616,000		35,944
Interface, Inc.	2,758,100		39,468
The Geo Group, Inc.	853,300		23,653
US Ecology, Inc.	219,581		5,211
			104,276
Construction & Engineering - 0.0%
MasTec, Inc. (a)	91,581		2,066
Electrical Equipment - 0.4%
Regal-Beloit Corp.	400,000		26,072
Machinery - 0.6%
Donaldson Co., Inc.	1,142,500		36,868
Professional Services - 3.2%
Acacia Research Corp. (a)	2,793,600		72,549
Advisory Board Co. (a)	373,700		17,751
Bureau Veritas SA	200,000		21,239
IHS, Inc. Class A (a)	372,700		31,452
Kforce, Inc. (a)	1,195,200		13,326
Michael Page International PLC	2,572,660		14,962
Towers Watson & Co.	636,200		34,170
			205,449
Road & Rail - 1.4%
J.B. Hunt Transport Services, Inc.	200,000		11,740
Kansas City Southern	941,500		75,753
			87,493
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.5%
United Rentals, Inc. (a)	845,173		$ 34,365
TOTAL INDUSTRIALS			666,898
INFORMATION TECHNOLOGY - 14.5%
Communications Equipment - 0.6%
Brocade Communications Systems, Inc. (a)	3,800,200		20,141
Infinera Corp. (a)(d)	833,556		4,101
Palo Alto Networks, Inc. (d)	266,600		14,658
			38,900
Computers & Peripherals - 0.2%
Fusion-io, Inc. (a)	621,400		14,665
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	1,156,600		40,747
Fabrinet (a)	1,172,331		11,290
Tech Data Corp. (a)	450,000		19,940
Universal Display Corp. (a)	256,159		8,397
			80,374
Internet Software & Services - 3.9%
Akamai Technologies, Inc. (a)	1,006,600		38,241
Blinkx PLC (a)(d)(e)	19,286,276		22,253
Cornerstone OnDemand, Inc. (a)	1,050,400		29,401
CoStar Group, Inc. (a)	373,600		30,971
Demandware, Inc. (d)	742,185		22,035
Equinix, Inc. (a)	365,000		65,850
Responsys, Inc. (a)	650,000		5,811
SciQuest, Inc. (a)	890,405		13,516
VeriSign, Inc. (a)	645,800		23,940
			252,018
IT Services - 2.6%
Fidelity National Information Services, Inc.	1,073,386		35,282
Gartner, Inc. Class A (a)	1,832,100		85,028
Teradata Corp. (a)	325,000		22,201
WNS Holdings Ltd. sponsored ADR (a)	2,200,000		23,100
			165,611
Semiconductors & Semiconductor Equipment - 0.7%
Linear Technology Corp.	500,000		15,630
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ON Semiconductor Corp. (a)	1,542,000		$ 9,483
Semtech Corp. (a)	776,600		19,392
			44,505
Software - 5.2%
ANSYS, Inc. (a)	977,700		69,299
Aspen Technology, Inc. (a)	1,152,400		28,556
Check Point Software Technologies Ltd. (a)	326,000		14,517
Citrix Systems, Inc. (a)	301,100		18,611
Comverse Technology, Inc. (a)	1,261,603		8,314
Concur Technologies, Inc. (a)	674,200		44,652
Imperva, Inc.	540,000		17,026
NetSuite, Inc. (a)	210,200		13,350
Nuance Communications, Inc. (a)	713,300		15,878
Red Hat, Inc. (a)	512,300		25,190
Royalblue Group PLC	484,200		10,392
ServiceNow, Inc. (d)	768,700		23,561
TIBCO Software, Inc. (a)	1,484,000		37,412
Workday, Inc.	79,700		3,865
			330,623
TOTAL INFORMATION TECHNOLOGY			926,696
MATERIALS - 2.7%
Chemicals - 1.5%
Airgas, Inc.	494,900		44,031
Cytec Industries, Inc.	772,400		53,157
			97,188
Containers & Packaging - 0.7%
Rock-Tenn Co. Class A	616,000		45,085
Metals & Mining - 0.5%
Harry Winston Diamond Corp. (a)	1,006,800		14,446
Ivanplats Ltd. Class A (g)	1,025,536		4,288
Turquoise Hill Resources Ltd. (a)	1,520,775		11,892
			30,626
TOTAL MATERIALS			172,899
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
tw telecom, inc. (a)	1,947,200		49,595
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 5.8%
Electric Utilities - 3.0%
Cleco Corp.	900,000		$ 38,835
El Paso Electric Co.	574,628		19,532
Northeast Utilities	1,590,800		62,518
OGE Energy Corp.	684,400		39,408
PNM Resources, Inc.	1,554,700		34,452
			194,745
Gas Utilities - 1.4%
National Fuel Gas Co.	1,063,900		56,068
ONEOK, Inc.	677,800		32,060
			88,128
Multi-Utilities - 1.4%
Alliant Energy Corp.	1,492,600		66,719
TECO Energy, Inc.	1,162,200		20,769
			87,488
TOTAL UTILITIES			370,361
TOTAL COMMON STOCKS (Cost $5,346,537)		6,017,555
Money Market Funds - 8.8%
Fidelity Cash Central Fund, 0.19% (b)	386,923,520		386,924
Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)	177,084,806		177,085
TOTAL MONEY MARKET FUNDS (Cost $564,009)		564,009
TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $5,910,546)		6,581,564
NET OTHER ASSETS (LIABILITIES) - (2.9)%		(184,608 )
NET ASSETS - 100%		$ 6,396,956

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Affiliated company

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $40,615,000 or 0.6% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Ivanplats Ltd. Class A	10/23/12	$ 4,967
New Academy Holding Co. LLC unit	8/1/11	$ 30,988

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	$ 162
Fidelity Securities Lending Cash Central Fund	480
Total	$ 642

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
Blinkx PLC	$ 16,826	$ -	$ -	$ -	$ 22,253
HeartWare International, Inc.	61,970	18,243	-	-	82,712
SciQuest, Inc.	22,277	-	9,450	-	-
Sunrise Senior Living, Inc.	20,410	-	46,474	-	-
Total	$ 121,483	$ 18,243	$ 55,924	$ -	$ 104,965

Other Information

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 736,947	$ 700,620	$ -	$ 36,327
Consumer Staples	343,979	343,979	-	-
Energy	499,383	499,383	-	-
Financials	1,322,775	1,322,775	-	-
Health Care	928,022	905,313	22,709	-
Industrials	666,898	666,898	-	-
Information Technology	926,696	926,696	-	-
Materials	172,899	168,611	4,288	-
Telecommunication Services	49,595	49,595	-	-
Utilities	370,361	370,361	-	-
Money Market Funds	564,009	564,009	-	-
Total Investments in Securities:	$ 6,581,564	$ 6,518,240	$ 26,997	$ 36,327

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total (000s)
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 67,915

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