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 811-2546

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

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

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

Date of fiscal year end:	November 30
Date of reporting period:	November 30, 2010

Item 1. Reports to Stockholders

Fidelity®
Nasdaq Composite® Index
Fund

Annual Report

November 30, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.

Nasdaq®, OMX®, NASDAQ OMX®, Nasdaq Composite®, and The Nasdaq Stock Market®, Inc. are registered trademarks of The NASDAQ OMX Group, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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.

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

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended November 30, 2010	Past 1 year	Past 5 years	Life of fund A
Fidelity® Nasdaq Composite® Index Fund	17.45%	2.97%	5.09%

^A From September 25, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite® Index Fund on September 25, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Nasdaq Composite Index performed over the same period.

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

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite bouts of volatility and concern over European debt woes, major U.S. stock markets recorded solid gains for the year ending November 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks extended their 2009 upswing in the first five months of the period on signs the Great Recession was over. However, high unemployment in the U.S. and sovereign debt problems in Europe sent equities falling during the spring. Markets vacillated for much of the summer before regaining momentum in the fall, with the large-cap S&P 500® Index posting its best September/October performance since 1998. By November, however, Ireland's debt took center stage, along with slower growth in China and additional quantitative easing in the U.S., unnerving investors and cooling down markets. For the full 12 months, the S&P 500® rose 9.94%, while the blue-chip-laden Dow Jones Industrial Average^SM added 9.33%. Both were bested by the technology-heavy Nasdaq Composite® Index, which advanced 17.58%. Overall, it was a broad-based rally, with economically sensitive sectors among the biggest gainers. Stocks of mid- and small-sized companies fared better than their larger-cap counterparts, advancing 24.04% and 26.98%, respectively, as measured by the Russell Midcap® and Russell 2000® indexes.

Comments from Jeffrey Adams, who oversees Fidelity® Nasdaq Composite® Index Fund's investment management team as Head of Indexing for Geode Capital Management, LLC: For the year, the fund returned 17.45%, in line with the Nasdaq index. Personal computer and consumer-electronics maker Apple was the top contributor and largest position in the index as of period end, with its stock gaining more than 55% on strong sales. Oracle, a database-software manufacturer, benefited from good sales and profit growth, while Baidu.com, the leading Internet search company in China, and leading semiconductor maker Intel also contributed. Apart from technology, several television-service providers made notable contributions, including Comcast and DIRECTV. Much-better-than-expected earnings lifted shares of "name your own price" travel agency Priceline.com. In contrast, the biggest detractors were software giant Microsoft, the second-largest position in the index as of November 30, and networking equipment maker Cisco Systems. Internet search company Google lost modest ground, while digital publishing software company Adobe Systems experienced a sharp share-price drop in September. Elsewhere, biotechnology stocks Gilead Sciences and Amgen lost ground. For-profit education provider Apollo Group, operator of the University of Phoenix, saw its shares fall on concerns about government regulation of the for-profit education industry. Semiconductor device manufacturer Micron Technology also struggled.

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, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2010 to November 30, 2010).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. 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 Ratio	Beginning Account Value June 1, 2010	Ending Account Value November 30, 2010	Expenses Paid During Period* June 1, 2010 to November 30, 2010
Actual	.35%	$ 1,000.00	$ 1,112.00	$ 1.85
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,023.31	$ 1.78

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2010
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	7.3	6.7
Microsoft Corp.	5.6	6.5
Google, Inc. Class A	3.5	3.4
Oracle Corp.	3.5	3.2
Intel Corp.	3.0	3.4
Cisco Systems, Inc.	2.8	3.8
Amazon.com, Inc.	2.0	1.6
QUALCOMM, Inc.	1.9	1.7
Amgen, Inc.	1.3	1.4
Comcast Corp. Class A	1.1	1.1
	32.0
Market Sectors as of November 30, 2010
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	51.1	50.6
Consumer Discretionary	14.9	14.3
Health Care	12.6	13.9
Financials	6.9	7.6
Industrials	5.2	5.4
Consumer Staples	2.0	1.9
Telecommunication Services	1.6	1.6
Energy	1.6	1.3
Materials	1.2	1.1
Utilities	0.1	0.1
Asset Allocation (% of fund's net assets)

To match the Nasdaq Composite Index, Fidelity Nasdaq Composite Index Fund seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2010

Showing Percentage of Net Assets

Common Stocks - 97.2%
	Shares		Value
CONSUMER DISCRETIONARY - 14.9%
Auto Components - 0.2%
Amerigon, Inc. (a)	1,196		$ 12,558
Ballard Power Systems, Inc. (a)(d)	6,442		8,409
China Automotive Systems, Inc. (a)(d)	2,230		33,339
China XD Plastics Co. Ltd. (a)	4,588		25,005
Dorman Products, Inc. (a)	1,496		59,107
Exide Technologies (a)	5,824		47,640
Federal-Mogul Corp. Class A (a)	7,311		136,716
Fuel Systems Solutions, Inc. (a)	1,416		48,937
Gentex Corp.	9,673		203,036
Quantum Fuel Systems Technologies Worldwide, Inc. (a)	19,263		9,990
Shiloh Industries, Inc. (a)	1,044		11,620
SORL Auto Parts, Inc. (a)	1,464		13,542
Spartan Motors, Inc.	2,787		14,743
Strattec Security Corp.	130		4,446
Wonder Auto Technology, Inc. (a)(d)	2,915		24,282
			653,370
Automobiles - 0.1%
Kandi Technologies Corp. (a)	3,592		20,582
Tesla Motors, Inc. (a)(d)	6,737		238,018
			258,600
Distributors - 0.1%
Audiovox Corp. Class A (a)	1,524		10,439
Core-Mark Holding Co., Inc. (a)	1,192		43,150
LKQ Corp. (a)	10,023		216,246
Weyco Group, Inc.	1,363		32,998
			302,833
Diversified Consumer Services - 0.5%
American Public Education, Inc. (a)	1,271		43,430
Apollo Group, Inc. Class A (non-vtg.) (a)	10,596		360,264
Cambium Learning Group, Inc. (a)	3,505		10,445
Capella Education Co. (a)	1,115		61,091
Career Education Corp. (a)	6,010		106,918
ChinaCast Education Corp. (a)	2,890		22,426
Coinstar, Inc. (a)	2,282		147,052
Collectors Universe, Inc.	712		10,680
Corinthian Colleges, Inc. (a)(d)	6,096		25,176
Education Management Corp. (a)(d)	10,029		141,609
Global Education & Technology Group Ltd. ADR (a)	620		5,673
Grand Canyon Education, Inc. (a)	3,280		62,451
Learning Tree International, Inc.	1,097		10,882
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Lincoln Educational Services Corp.	1,850		$ 27,121
Matthews International Corp. Class A	2,184		70,936
National American University Holdings, Inc.	1,000		6,860
Nobel Learning Communities, Inc. (a)	750		5,228
Princeton Review, Inc. (a)	2,376		2,257
Steiner Leisure Ltd. (a)	938		37,726
Stewart Enterprises, Inc. Class A	6,460		36,628
StoneMor Partners LP	1,100		31,955
Strayer Education, Inc.	1,084		147,283
			1,374,091
Hotels, Restaurants & Leisure - 1.8%
AFC Enterprises, Inc. (a)	2,444		32,456
Ambassadors Group, Inc.	1,175		12,937
Ambassadors International, Inc. (a)	976		1,649
Ameristar Casinos, Inc.	4,267		76,209
Benihana, Inc. (a)	188		1,429
Benihana, Inc. Class A (sub. vtg.) (a)	376		2,910
BJ's Restaurants, Inc. (a)(d)	1,953		71,577
Bob Evans Farms, Inc.	2,352		73,241
Bravo Brio Restaurant Group, Inc.	950		16,682
Buffalo Wild Wings, Inc. (a)	1,324		64,201
California Pizza Kitchen, Inc. (a)	1,973		33,363
Caribou Coffee Co., Inc. (a)(d)	2,780		30,413
Carrols Restaurant Group, Inc. (a)	1,153		8,175
Century Casinos, Inc. (a)	1,085		2,474
China Lodging Group Ltd. ADR	615		14,631
Churchill Downs, Inc.	1,407		55,703
Cosi, Inc. (a)	1,996		2,295
Cracker Barrel Old Country Store, Inc.	1,713		90,207
Ctrip.com International Ltd. sponsored ADR (a)(d)	10,596		464,317
Denny's Corp. (a)	9,181		33,602
Einstein Noah Restaurant Group, Inc. (a)	1,406		17,969
eLong, Inc. sponsored ADR (a)	893		17,092
Empire Resorts, Inc. (a)(d)	4,691		4,832
Famous Dave's of America, Inc. (a)	1,672		16,553
Gaming Partners International Corp.	597		3,457
Great Wolf Resorts, Inc. (a)	2,070		4,823
Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)	1,920		91,411
International Speedway Corp. Class A	1,932		45,769
Interval Leisure Group, Inc. (a)	4,080		67,606
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Isle of Capri Casinos, Inc. (a)	2,440		$ 21,448
Jack in the Box, Inc. (a)	3,980		80,058
Jamba, Inc. (a)	4,136		8,355
Lakes Entertainment, Inc. (a)	1,385		2,978
McCormick & Schmick's Seafood Restaurants (a)	992		8,670
Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)(d)	12,861		76,780
Monarch Casino & Resort, Inc. (a)	2,000		24,020
Morgans Hotel Group Co. (a)	2,134		16,304
MTR Gaming Group, Inc. (a)	1,922		3,844
Multimedia Games, Inc. (a)	3,590		15,509
O'Charleys, Inc. (a)	1,573		10,885
P.F. Chang's China Bistro, Inc.	1,531		77,377
Panera Bread Co. Class A (a)	2,003		200,781
Papa John's International, Inc. (a)	2,041		52,270
Peet's Coffee & Tea, Inc. (a)	1,065		40,608
Penn National Gaming, Inc. (a)	5,859		205,709
PokerTek, Inc. (a)(d)	568		386
Premier Exhibitions, Inc. (a)	1,302		2,500
Red Robin Gourmet Burgers, Inc. (a)	1,445		26,776
Rick's Cabaret International, Inc. (a)	524		3,642
Ruth's Hospitality Group, Inc. (a)	3,483		17,206
Scientific Games Corp. Class A (a)	6,896		55,513
Shuffle Master, Inc. (a)	4,163		44,669
Sonic Corp. (a)	4,347		40,688
Starbucks Corp.	53,071		1,623,973
Texas Roadhouse, Inc. Class A (a)	5,066		86,578
The Cheesecake Factory, Inc. (a)	3,611		115,083
Town Sports International Holdings, Inc. (a)	1,521		5,095
Wynn Resorts Ltd.	8,897		899,487
			5,125,175
Household Durables - 0.2%
Bassett Furniture Industries, Inc. (a)	931		3,836
Cavco Industries, Inc. (a)	956		34,856
CTI Industries Corp.	672		3,575
Deer Consumer Products, Inc. (a)(d)	2,580		28,819
Dixie Group, Inc. (a)	767		2,508
Flexsteel Industries, Inc.	620		10,807
Garmin Ltd. (d)	13,987		405,064
Helen of Troy Ltd. (a)	1,916		45,256
Hooker Furniture Corp.	696		7,914
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
iRobot Corp. (a)	2,106		$ 42,752
Lifetime Brands, Inc. (a)	634		9,345
Palm Harbor Homes, Inc. (a)	1,659		224
SodaStream International Ltd. (d)	800		26,400
Stanley Furniture Co., Inc. (a)	624		2,040
Stanley Furniture Co., Inc. rights 12/8/10 (a)	624		41
Universal Electronics, Inc. (a)	1,462		40,176
			663,613
Internet & Catalog Retail - 3.4%
1-800-FLOWERS.com, Inc. Class A (a)	1,747		3,477
Amazon.com, Inc. (a)	32,190		5,646,126
Bidz.com, Inc. (a)	6,158		8,005
Blue Nile, Inc. (a)(d)	1,069		52,862
dELiA*s, Inc. (a)	2,226		3,851
drugstore.com, Inc. (a)	9,138		15,717
Expedia, Inc.	18,760		493,951
Gaiam, Inc. Class A	839		6,309
Geeknet, Inc. (a)	449		9,366
Hollywood Media Corp. (a)	1,921		2,920
HSN, Inc. (a)	4,190		118,787
Liberty Media Corp. Interactive Series A (a)	42,042		649,969
MakeMyTrip Ltd. (d)	2,600		73,892
Mecox Lane Ltd. ADR	800		6,560
Netflix, Inc. (a)	3,727		767,389
NutriSystem, Inc.	2,035		42,063
Overstock.com, Inc. (a)	2,066		31,858
PetMed Express, Inc.	1,606		28,474
Priceline.com, Inc. (a)	3,425		1,349,621
Shutterfly, Inc. (a)	2,004		66,132
US Auto Parts Network, Inc. (a)	2,459		19,647
ValueVision Media, Inc. Class A (a)	2,128		7,427
Vitacost.com, Inc. (a)	2,000		12,400
			9,416,803
Leisure Equipment & Products - 0.3%
Arctic Cat, Inc. (a)	607		9,050
Clarus Corp. (a)	630		4,372
Escalade, Inc.	749		3,895
Gametech International, Inc. (a)	660		290
JAKKS Pacific, Inc. (a)	2,354		45,315
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - continued
Johnson Outdoors, Inc. Class A (a)	771		$ 9,984
Mattel, Inc.	25,954		670,651
Pool Corp.	3,471		73,550
RC2 Corp. (a)	1,393		30,855
Smith & Wesson Holding Corp. (a)	5,026		19,300
Summer Infant, Inc. (a)	548		3,951
			871,213
Media - 5.3%
AirMedia Group, Inc. ADR (a)	3,030		20,937
Ascent Media Corp. (a)	1,358		41,976
Beasley Broadcast Group, Inc. Class A (a)	689		2,784
Carmike Cinemas, Inc. (a)	861		7,224
Central European Media Enterprises Ltd. Class A (a)(d)	4,193		80,338
Charter Communications, Inc. Class A (a)	8,100		271,512
China MediaExpress Holdings, Inc. (a)(d)	2,750		46,393
China Yida Holding Co. (a)(d)	1,936		18,431
ChinaNet Online Holdings, Inc. (a)	1,300		5,122
CKX, Inc. (a)	7,153		29,542
Comcast Corp.:
Class A	149,741		2,994,820
Class A (special) (non-vtg.)	53,216		1,009,508
Crown Media Holdings, Inc. Class A (a)(d)	22,356		58,796
CTC Media, Inc.	11,186		251,797
Cumulus Media, Inc. Class A (a)	3,181		11,293
Daily Journal Corp. (a)	100		7,217
DIRECTV (a)	62,485		2,595,002
Discovery Communications, Inc. (a)	9,858		402,009
Discovery Communications, Inc. Class C (a)	10,486		372,358
DISH Network Corp. Class A	15,673		288,226
DreamWorks Animation SKG, Inc. Class A (a)	5,496		170,321
Emmis Communications Corp. Class A (a)	2,486		1,492
Fisher Communications, Inc. (a)	612		12,271
Focus Media Holding Ltd. ADR (a)	9,688		226,021
Global Sources Ltd. (a)	1,698		15,367
Global Traffic Network, Inc. (a)	1,198		10,830
Harris Interactive, Inc. (a)	4,199		3,611
IMAX Corp. (a)	4,777		129,982
Insignia Systems, Inc. (a)	738		5,196
interCLICK, Inc. (a)	1,301		7,754
Knology, Inc. (a)	2,562		39,429
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Lamar Advertising Co. Class A (a)	5,427		$ 199,442
Liberty Global, Inc.:
Class A (a)(d)	9,347		329,575
Class B (a)	234		8,443
Class C (a)	8,587		288,867
Liberty Media Corp.:
Capital Series A (a)	6,770		389,817
Starz Series A (a)	3,586		225,362
LodgeNet Entertainment Corp. (a)	2,000		6,200
Madison Square Garden, Inc. Class A (a)	4,450		97,633
MDC Partners, Inc. Class A (sub. vtg.)	1,884		26,866
Mediacom Communications Corp. Class A (a)	3,349		28,299
Morningstar, Inc.	3,650		183,997
National CineMedia, Inc.	3,385		63,164
Navarre Corp. (a)	871		1,986
New Frontier Media, Inc. (a)	1,084		2,081
News Corp.:
Class A	130,095		1,774,496
Class B (d)	58,741		894,625
Nexstar Broadcasting Group, Inc. Class A (a)	1,166		6,296
Outdoor Channel Holdings, Inc. (a)	1,940		12,610
Private Media Group, Inc. (a)	788		922
Radio One, Inc. Class D (non-vtg.) (a)	3,233		3,492
ReachLocal, Inc. (d)	1,900		32,756
Reading International, Inc. Class A (a)	1,500		7,620
Rentrak Corp. (a)	700		18,480
RRSat Global Communications Network Ltd.	1,101		7,696
Salem Communications Corp. Class A	1,009		3,370
Scholastic Corp.	2,550		71,655
Sinclair Broadcast Group, Inc. Class A	2,661		20,623
Sirius XM Radio, Inc. (a)	286,428		392,406
Spanish Broadcasting System, Inc. Class A (a)	3,114		2,273
SuperMedia, Inc. (a)	1,700		7,684
Value Line, Inc.	658		9,475
Virgin Media, Inc.	24,291		618,935
VisionChina Media, Inc. ADR (a)(d)	5,356		19,710
Westwood One, Inc. (a)(d)	1,202		11,335
WPP PLC sponsored ADR	1,012		56,217
Xinhua Sports & Entertainment sponsored ADR (a)	1,611		402
			14,962,369
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Multiline Retail - 0.4%
Dollar Tree, Inc. (a)	9,008		$ 494,990
Fred's, Inc. Class A	3,106		39,726
Gordmans Stores, Inc.	1,550		19,778
Sears Holdings Corp. (a)(d)	7,970		522,035
The Bon-Ton Stores, Inc. (a)	1,410		18,922
Tuesday Morning Corp. (a)	4,055		21,086
			1,116,537
Specialty Retail - 2.0%
A.C. Moore Arts & Crafts, Inc. (a)	3,230		7,494
America's Car Mart, Inc. (a)	1,346		34,148
AutoChina International Ltd. (a)(d)	1,339		33,448
bebe Stores, Inc.	6,318		40,688
Bed Bath & Beyond, Inc. (a)	18,863		825,068
Big 5 Sporting Goods Corp.	1,981		27,338
Body Central Corp.	1,200		14,652
Books-A-Million, Inc.	1,634		10,409
Cache, Inc. (a)	659		2,801
Casual Male Retail Group, Inc. (a)	2,971		14,261
Charming Shoppes, Inc. (a)	9,910		37,708
Citi Trends, Inc. (a)	1,148		27,196
Coldwater Creek, Inc. (a)	6,864		23,200
Conn's, Inc. (a)(d)	1,681		5,379
Cost Plus, Inc. (a)	2,312		17,826
Destination Maternity Corp. (a)	366		14,010
Dress Barn, Inc. (a)	5,684		140,395
Finish Line, Inc. Class A	3,833		68,419
Golfsmith International Holdings, Inc. (a)	629		1,849
Hastings Entertainment, Inc. (a)	1,374		9,137
Hibbett Sports, Inc. (a)	2,043		69,973
Hot Topic, Inc.	3,405		20,873
Jos. A. Bank Clothiers, Inc. (a)	1,846		83,144
Kirkland's, Inc. (a)	1,743		20,829
Monro Muffler Brake, Inc.	1,480		73,171
O'Reilly Automotive, Inc. (a)	9,509		572,252
Pacific Sunwear of California, Inc. (a)	4,706		29,601
PetSmart, Inc.	8,571		324,498
Rent-A-Center, Inc.	4,584		127,619
Ross Stores, Inc.	8,761		568,414
rue21, Inc.	1,773		53,208
Select Comfort Corp. (a)	4,300		37,797
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Shoe Carnival, Inc. (a)	605		$ 16,783
Staples, Inc.	52,229		1,149,560
Stein Mart, Inc.	2,833		28,047
Syms Corp. (a)	598		4,216
Tandy Leather Factory, Inc.	800		3,512
The Children's Place Retail Stores, Inc. (a)	1,954		101,432
Tractor Supply Co.	5,092		216,257
Trans World Entertainment Corp. (a)	1,445		2,485
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	4,220		147,489
Urban Outfitters, Inc. (a)	12,054		455,521
West Marine, Inc. (a)	1,329		12,719
Wet Seal, Inc. Class A (a)	8,704		28,462
Winmark Corp.	446		14,339
Zumiez, Inc. (a)	2,370		75,390
			5,593,017
Textiles, Apparel & Luxury Goods - 0.6%
Cherokee, Inc.	881		17,356
Columbia Sportswear Co.	2,430		135,205
Crocs, Inc. (a)	6,561		115,113
Deckers Outdoor Corp. (a)	2,760		212,244
Exceed Co. Ltd. (a)	1,935		16,157
Fossil, Inc. (a)	4,752		321,473
Fuqi International, Inc. (a)(d)	3,049		18,690
G-III Apparel Group Ltd. (a)	1,179		32,269
Heelys, Inc. (a)	1,200		3,948
Iconix Brand Group, Inc. (a)	4,807		89,795
Joe's Jeans, Inc. (a)(d)	4,434		7,050
K-Swiss, Inc. Class A (a)	2,810		35,181
Kingold Jewelry, Inc. (a)(d)	1,500		13,650
Lacrosse Footwear, Inc.	197		3,038
LJ International, Inc. (a)	4,357		15,554
lululemon athletica, Inc. (a)	3,761		201,665
Perry Ellis International, Inc. (a)	1,086		29,550
R.G. Barry Corp.	474		5,451
Rocky Brands, Inc. (a)	112		1,036
Steven Madden Ltd. (a)	1,845		83,486
Tandy Brands Accessories, Inc. (a)	905		2,570
True Religion Apparel, Inc. (a)	1,926		43,200
Vera Bradley, Inc.	2,500		81,850
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Volcom, Inc.	1,724		$ 31,032
Wacoal Holdings Corp. sponsored ADR	219		14,877
			1,531,440
TOTAL CONSUMER DISCRETIONARY			41,869,061
CONSUMER STAPLES - 2.0%
Beverages - 0.2%
Central European Distribution Corp. (a)	5,135		123,394
Coca-Cola Bottling Co. Consolidated	560		32,760
Craft Brewers Alliance, Inc. (a)	972		6,405
Hansen Natural Corp. (a)	6,453		343,429
Jones Soda Co. (a)	1,719		1,908
MGP Ingredients, Inc.	1,799		16,389
National Beverage Corp.	3,200		41,888
Primo Water Corp.	1,600		19,312
			585,485
Food & Staples Retailing - 1.2%
Andersons, Inc.	1,237		39,980
Arden Group, Inc. Class A	298		24,138
Casey's General Stores, Inc.	2,446		97,216
China Jo-Jo Drugstores, Inc. (a)	1,100		4,950
Costco Wholesale Corp.	31,375		2,121,264
Fresh Market, Inc.	4,000		145,000
Ingles Markets, Inc. Class A	1,509		28,143
Nash-Finch Co.	1,029		38,022
PriceSmart, Inc.	2,391		80,266
QKL Stores, Inc. (a)	3,276		11,532
Spartan Stores, Inc.	1,954		31,967
Susser Holdings Corp. (a)	1,119		15,039
The Pantry, Inc. (a)	1,730		35,534
United Natural Foods, Inc. (a)	3,008		112,620
Village Super Market, Inc. Class A	428		13,491
Whole Foods Market, Inc. (a)	11,918		562,768
Winn-Dixie Stores, Inc. (a)	4,206		25,572
			3,387,502
Food Products - 0.5%
AgFeed Industries, Inc. (a)(d)	2,483		5,959
Alico, Inc.	753		17,432
Bridgford Foods Corp.	433		5,499
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Cal-Maine Foods, Inc.	1,475		$ 45,224
Calavo Growers, Inc.	1,103		25,468
Cresud S.A.C.I.F. y A. sponsored ADR	3,595		67,622
Diamond Foods, Inc.	1,457		67,809
Farmer Brothers Co.	1,034		18,012
Green Mountain Coffee Roasters, Inc. (a)	9,621		356,747
Griffin Land & Nurseries, Inc.	729		21,243
Hain Celestial Group, Inc. (a)	3,381		89,630
Imperial Sugar Co.	1,553		21,369
J&J Snack Foods Corp.	1,258		57,554
John B. Sanfilippo & Son, Inc. (a)	308		3,668
Lancaster Colony Corp.	1,957		101,901
Lance, Inc.	2,342		54,826
Le Gaga Holdings Ltd. ADR	950		8,199
Lifeway Foods, Inc. (a)	1,041		9,910
Limoneira Co. (d)	700		15,267
Origin Agritech Ltd. (a)	2,765		24,470
Sanderson Farms, Inc.	1,625		71,923
Seneca Foods Corp. Class A (a)	877		20,864
SkyPeople Fruit Juice, Inc. (a)	1,700		8,296
Smart Balance, Inc. (a)	5,777		21,144
SunOpta, Inc. (a)	4,632		32,100
Synutra International, Inc. (a)(d)	3,971		50,710
Yuhe International, Inc. (a)(d)	1,958		17,622
Zhongpin, Inc. (a)(d)	2,426		46,361
			1,286,829
Household Products - 0.0%
Central Garden & Pet Co. (a)	2,553		23,641
Central Garden & Pet Co. Class A (non-vtg.) (a)	1,297		12,114
WD-40 Co.	1,339		52,342
			88,097
Personal Products - 0.1%
China Sky One Medical, Inc. (a)(d)	1,836		13,458
China-Biotics, Inc. (a)(d)	1,652		19,081
Elizabeth Arden, Inc. (a)	2,172		46,285
GLG Life Tech Corp. (a)	1,584		11,804
Inter Parfums, Inc.	2,587		47,239
Mannatech, Inc. (a)	1,708		3,279
Nutraceutical International Corp. (a)	889		13,219
Parlux Fragrances, Inc. (a)	684		1,867
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - continued
Physicians Formula Holdings, Inc. (a)	1,230		$ 4,293
Reliv International, Inc.	923		1,708
The Female Health Co.	2,003		11,437
USANA Health Sciences, Inc. (a)	1,178		49,617
			223,287
Tobacco - 0.0%
Star Scientific, Inc. (a)(d)	6,277		11,675
TOTAL CONSUMER STAPLES			5,582,875
ENERGY - 1.6%
Energy Equipment & Services - 0.3%
Acergy SA sponsored ADR	2,091		41,966
Bronco Drilling Co., Inc. (a)	1,816		8,517
Dawson Geophysical Co. (a)	534		14,963
ENGlobal Corp. (a)	1,250		3,725
Exterran Partners LP	1,705		41,125
Global Industries Ltd. (a)	8,313		51,790
Gulf Island Fabrication, Inc.	1,159		31,015
Hercules Offshore, Inc. (a)	8,686		22,193
Lufkin Industries, Inc.	2,022		102,374
Matrix Service Co. (a)	2,410		23,931
Mitcham Industries, Inc. (a)	452		4,294
OYO Geospace Corp. (a)	502		38,082
Patterson-UTI Energy, Inc.	10,662		210,468
PHI, Inc. (non-vtg.) (a)	1,466		24,775
Recon Technology Ltd. (a)	1,253		7,142
Seahawk Drilling, Inc. (a)	1,067		8,675
SinoTech Energy Ltd. ADR	1,590		8,761
T-3 Energy Services, Inc. (a)	1,599		56,844
Tesco Corp. (a)	2,917		38,534
TGC Industries, Inc.	1,256		4,032
Union Drilling, Inc. (a)	1,261		7,957
			751,163
Oil, Gas & Consumable Fuels - 1.3%
Abraxas Petroleum Corp. (a)	4,833		20,589
Alliance Holdings GP, LP	4,083		186,185
Alliance Resource Partners LP	2,526		156,612
Amyris, Inc.	3,400		69,972
APCO Oil and Gas International, Inc.	2,112		79,728
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Approach Resources, Inc. (a)	1,835		$ 33,525
Atlas Energy, Inc. (a)	5,496		236,053
ATP Oil & Gas Corp. (a)(d)	3,994		58,792
BioFuel Energy Corp. (a)(d)	3,636		6,036
BreitBurn Energy Partners LP	3,924		77,224
Brigham Exploration Co. (a)	8,230		206,985
Calumet Specialty Products Partners LP	1,943		42,280
Capital Product Partners LP	3,440		28,930
Carrizo Oil & Gas, Inc. (a)	2,388		69,300
China Integrated Energy, Inc. (a)(d)	2,613		19,650
Clayton Williams Energy, Inc. (a)	1,072		80,572
Clean Energy Fuels Corp. (a)(d)	4,495		60,143
Copano Energy LLC	5,288		158,270
CREDO Petroleum Corp. (a)	469		3,747
Crimson Exploration, Inc. (a)	2,641		9,825
Crosstex Energy LP	4,020		55,999
Crosstex Energy, Inc.	4,501		41,634
Delta Petroleum Corp. (a)(d)	16,416		12,496
Dorchester Minerals LP	3,005		81,706
Double Eagle Petroleum Co. (a)	564		2,927
Eagle Rock Energy Partners LP	5,065		40,571
Energy XXI (Bermuda) Ltd. (a)	3,441		84,821
EV Energy Partners LP	1,853		70,729
FX Energy, Inc. (a)	3,870		22,872
GeoMet, Inc. (a)	2,493		2,069
Georesources, Inc. (a)	1,031		20,538
Golar LNG Ltd. (NASDAQ)	4,752		66,100
Green Plains Renewable Energy, Inc. (a)(d)	2,120		23,278
Gulfport Energy Corp. (a)	2,670		49,769
Hallador Energy Co. (d)	1,426		16,399
Isramco, Inc. (a)	150		8,598
Ivanhoe Energy, Inc. (a)(d)	22,215		46,741
James River Coal Co. (a)	2,008		39,959
Knightsbridge Tankers Ltd.	1,852		42,114
L&L Energy, Inc. (a)(d)	2,643		27,937
Legacy Reserves LP	2,665		69,583
LINN Energy LLC	10,984		398,719
Magellan Petroleum Corp. (a)	4,557		8,658
Marine Petroleum Trust	475		11,158
Martin Midstream Partners LP	1,264		46,427
Miller Petroleum, Inc. (a)	2,549		13,255
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
New Generation Biofuels Holdings, Inc. (a)	10,914		$ 841
NGAS Resources, Inc. (a)	1,100		583
Omega Navigation Enterprises, Inc. Class A (a)	768		983
Pacific Ethanol, Inc. (a)(d)	5,548		3,884
Petroleum Development Corp. (a)	1,182		42,103
PostRock Energy Corp. (a)	945		3,449
PrimeEnergy Corp. (a)	168		3,478
Ram Energy Resources, Inc. (a)	7,581		13,191
Regency Energy Partners LP	9,960		255,972
Rex Energy Corp. (a)	3,122		36,996
Rosetta Resources, Inc. (a)	2,983		106,851
Sino Clean Energy, Inc. (a)	623		4,211
StealthGas, Inc. (a)	1,288		6,543
Syntroleum Corp. (a)	7,054		13,050
TC Pipelines LP	3,094		143,840
TEL Offshore Trust (a)	435		918
Top Ships, Inc. (a)	1,897		1,537
Toreador Resources Corp. (a)	1,924		29,341
TORM AS ADR (a)	347		2,471
TransGlobe Energy Corp. (a)	4,888		80,705
Uranium Resources, Inc. (a)	2,300		8,510
Verenium Corp. (a)	1,612		5,239
Warren Resources, Inc. (a)	3,124		13,839
Zion Oil & Gas, Inc. (a)(d)	2,179		10,546
Zion Oil & Gas, Inc. rights (a)(d)	392		522
			3,699,078
TOTAL ENERGY			4,450,241
FINANCIALS - 6.9%
Capital Markets - 1.5%
American Capital Ltd. (a)	25,350		182,267
BGC Partners, Inc. Class A	5,310		40,622
Calamos Asset Management, Inc. Class A	1,792		21,379
Capital Southwest Corp.	282		28,273
Cowen Group, Inc. Class A (a)	4,369		17,826
Deerfield Capital Corp. (a)	1,024		5,990
Diamond Hill Investment Group, Inc.	178		12,325
E*TRADE Financial Corp. (a)	16,129		237,903
Epoch Holding Corp.	1,309		20,983
FBR Capital Markets Corp. (a)	3,107		11,247
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Financial Engines, Inc. (a)	2,992		$ 50,625
FirstCity Financial Corp. (a)	1,173		8,903
Gleacher & Co., Inc. (a)	12,422		31,179
Harris & Harris Group, Inc. (a)	3,415		14,958
Horizon Technology Finance Corp.	560		8,322
International Assets Holding Corp. (a)	1,167		26,643
LPL Investment Holdings, Inc.	9,000		305,100
Northern Trust Corp.	17,356		873,007
optionsXpress Holdings, Inc.	3,928		67,915
Penson Worldwide, Inc. (a)(d)	2,074		10,100
Prospect Capital Corp.	6,371		62,308
Rodman & Renshaw Capital Group, Inc. (a)	2,182		5,193
Sanders Morris Harris Group, Inc.	2,380		16,184
SEI Investments Co.	13,807		311,762
Siebert Financial Corp. (a)	2,067		3,927
T. Rowe Price Group, Inc.	18,486		1,078,288
TD Ameritrade Holding Corp.	41,490		694,543
TradeStation Group, Inc. (a)	3,142		19,983
U.S. Global Investments, Inc. Class A	870		7,091
Virtus Investment Partners, Inc. (a)	174		7,795
			4,182,641
Commercial Banks - 2.6%
1st Source Corp.	1,711		31,944
1st United Bancorp, Inc. (a)	1,509		8,782
Alliance Financial Corp.	376		11,103
American National Bankshares, Inc.	549		12,259
American River Bankshares (a)	684		3,796
Ameris Bancorp	1,504		14,499
AmeriServ Financial, Inc. (a)	1,045		1,609
Ames National Corp.	710		13,873
Arrow Financial Corp.	875		24,448
Associated Banc-Corp.	12,274		157,046
BancFirst Corp.	1,402		56,893
Bancorp Rhode Island, Inc.	498		14,850
Bancorp, Inc., Delaware (a)	2,028		17,441
BancTrust Financial Group, Inc. (a)	1,124		2,821
Bank of Granite Corp. (a)	972		603
Bank of Kentucky Financial Corp.	406		7,125
Bank of Marin Bancorp	428		14,295
Bank of the Ozarks, Inc.	1,395		52,857
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Banner Corp.	1,305		$ 2,075
BCB Bancorp, Inc.	666		6,127
BNC Bancorp	475		4,266
BOK Financial Corp.	5,147		240,365
Boston Private Financial Holdings, Inc.	6,522		35,023
Bridge Bancorp, Inc.	424		10,333
Bridge Capital Holdings (a)	707		6,010
Bryn Mawr Bank Corp.	785		13,180
Cadence Financial Corp. (a)	596		1,466
Camden National Corp.	695		24,951
Cape Bancorp, Inc. (a)	687		5,716
Capital Bank Corp.	729		2,107
Capital City Bank Group, Inc. (d)	991		12,536
Cardinal Financial Corp.	1,972		20,430
Cascade Bancorp (a)(d)	241		1,856
Cascade Financial Corp. (a)(d)	1,011		455
Cathay General Bancorp	6,123		82,722
Center Bancorp, Inc.	648		5,087
Center Financial Corp. (a)	2,368		14,824
Centerstate Banks of Florida, Inc.	2,198		15,540
Central Jersey Bancorp NA (a)	554		4,149
Century Bancorp, Inc. Class A (non-vtg.)	318		7,667
Chemical Financial Corp.	2,040		42,677
Citizens & Northern Corp.	811		12,092
Citizens Banking Corp., Michigan (a)	41,950		24,331
City Holding Co.	1,436		46,053
CNB Financial Corp., Pennsylvania	587		8,412
CoBiz, Inc.	2,255		11,072
Colony Bankcorp, Inc. (a)	217		914
Columbia Banking Systems, Inc.	2,880		50,227
Commerce Bancshares, Inc.	6,010		225,676
Commonwealth Bankshares, Inc. (a)	311		383
Community Trust Bancorp, Inc.	1,536		42,255
CVB Financial Corp.	7,632		60,064
Danvers Bancorp, Inc.	2,696		41,114
Dearborn Bancorp, Inc. (a)(d)	465		711
Eagle Bancorp, Inc., Maryland (a)	2,319		29,382
East West Bancorp, Inc.	10,842		188,000
Eastern Virgina Bankshares, Inc.	469		1,745
Encore Bancshares, Inc. (a)	491		4,650
Enterprise Bancorp, Inc.	370		4,233
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Enterprise Financial Services Corp.	830		$ 8,275
Farmers Capital Bank Corp.	175		863
Fidelity Southern Corp.	460		3,142
Fifth Third Bancorp	56,994		681,078
Financial Institutions, Inc.	990		18,068
First Bancorp, North Carolina	1,220		17,678
First Busey Corp.	5,408		23,525
First California Financial Group, Inc. (a)	4,861		11,666
First Citizen Bancshares, Inc.	600		104,334
First Community Bancshares, Inc.	1,036		14,369
First Financial Bancorp, Ohio	4,010		66,245
First Financial Bankshares, Inc.	1,823		88,179
First Financial Corp., Indiana	1,190		35,867
First Interstate Bancsystem, Inc.	700		9,534
First M&F Corp.	312		1,173
First Mariner Bancorp, Inc. (a)	782		376
First Merchants Corp.	3,562		29,529
First Midwest Bancorp, Inc., Delaware	5,064		47,450
First of Long Island Corp.	572		14,735
First Security Group, Inc.	566		351
First South Bancorp, Inc., Virginia	619		4,599
First United Corp.	493		1,908
Firstbank Corp., Michigan	489		2,416
FirstMerit Corp.	7,897		137,605
FNB Corp., North Carolina (a)	602		181
Fulton Financial Corp.	14,543		125,797
German American Bancorp, Inc.	686		11,923
Glacier Bancorp, Inc.	5,079		67,703
Great Southern Bancorp, Inc. (d)	844		18,872
Green Bankshares, Inc. (a)	802		2,133
Grupo Financiero Galicia SA sponsored ADR (a)	2,672		41,069
Guaranty Bancorp (a)	2,883		3,690
Hampton Roads Bankshares, Inc. (a)(d)	1,999		973
Hampton Roads Bankshares, Inc. rights 12/10/10 (a)	1,999		76
Hancock Holding Co.	2,589		81,554
Hanmi Financial Corp. (a)	8,074		7,413
Hawthorn Bancshares, Inc.	310		2,802
Heartland Financial USA, Inc.	1,634		26,258
Heritage Commerce Corp. (a)	500		1,850
Heritage Financial Corp., Washington (a)	1,562		21,431
Home Bancshares, Inc.	1,826		37,798
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Hudson Valley Holding Corp.	1,278		$ 25,304
Huntington Bancshares, Inc.	52,782		307,983
IBERIABANK Corp.	1,887		95,124
Independent Bank Corp.	135		162
Independent Bank Corp., Massachusetts	1,594		38,718
Integra Bank Corp. (a)(d)	932		513
International Bancshares Corp.	4,762		81,906
Intervest Bancshares Corp. Class A (a)	539		1,180
Investors Bancorp, Inc. (a)	8,399		102,888
Lakeland Bancorp, Inc.	1,703		17,796
Lakeland Financial Corp.	2,272		47,508
LNB Bancorp, Inc.	836		3,929
Macatawa Bank Corp. (a)(d)	639		1,591
MainSource Financial Group, Inc.	1,798		16,470
MB Financial, Inc.	3,689		52,494
MBT Financial Corp. (a)	578		907
Mercantile Bank Corp.	476		3,256
Merchants Bancshares, Inc.	610		16,610
Metro Bancorp, Inc. (a)	1,268		12,743
Metrocorp Bancshares, Inc. (a)	399		998
Middleburg Financial Corp.	329		4,606
MidWestOne Financial Group, Inc.	465		6,719
Nara Bancorp, Inc. (a)	2,750		22,440
National Bankshares, Inc.	287		7,583
National Penn Bancshares, Inc.	8,614		57,800
NBT Bancorp, Inc.	2,341		51,970
NewBridge Bancorp (a)	1,464		6,061
North Valley Bancorp (a)	582		757
Northern States Financial Corp. (a)	462		633
Northfield Bancorp, Inc.	3,924		49,874
Northrim Bancorp, Inc.	360		6,800
Old Point Financial Corp.	453		4,960
Old Second Bancorp, Inc.	929		1,802
OmniAmerican Bancorp, Inc. (a)	412		5,084
Orrstown Financial Services, Inc.	470		12,314
PAB Bankshares, Inc. (a)(d)	579		367
Pacific Capital Bancorp (a)(d)	226,843		49,905
Pacific Continental Corp.	1,605		13,867
Pacific Mercantile Bancorp (a)	562		2,220
PacWest Bancorp	2,457		41,769
Park Sterling Bank (a)	2,400		12,624
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Patriot National Bancorp, Inc. (a)	549		$ 1,180
Peapack-Gladstone Financial Corp. (d)	546		6,552
Penns Woods Bancorp, Inc. (d)	361		13,462
Peoples Bancorp, Inc.	991		12,873
Pinnacle Financial Partners, Inc. (a)(d)	2,472		24,300
Popular, Inc. (a)	75,903		218,601
Porter Bancorp, Inc.	496		5,307
Preferred Bank, Los Angeles California (a)	632		1,011
PremierWest Bancorp (a)	6,618		2,780
PrivateBancorp, Inc.	5,144		62,551
Prosperity Bancshares, Inc.	3,382		110,050
Renasant Corp.	1,973		34,172
Republic Bancorp, Inc., Kentucky Class A	1,724		35,359
Republic First Bancorp, Inc. (a)	530		1,108
Royal Bancshares of Pennsylvania, Inc. Class A (a)	504		706
Rurban Financial Corp.	723		2,784
S&T Bancorp, Inc.	2,197		43,105
S.Y. Bancorp, Inc.	1,971		47,146
Sandy Spring Bancorp, Inc.	2,008		34,076
SCBT Financial Corp.	1,465		45,283
Seacoast Banking Corp., Florida (a)	4,680		5,616
Shore Bancshares, Inc.	765		7,474
Sierra Bancorp	727		7,524
Signature Bank, New York (a)	3,305		145,255
Silver State Bancorp (a)	100		1
Simmons First National Corp. Class A	1,418		41,193
Southcoast Financial Corp. (a)	534		1,602
Southern Community Financial Corp. (a)	910		1,174
Southside Bancshares, Inc.	1,606		33,598
Southwest Bancorp, Inc., Oklahoma	1,648		17,337
State Bancorp, Inc., New York	2,462		22,453
StellarOne Corp.	1,819		23,829
Sterling Bancshares, Inc.	7,003		41,563
Sterling Financial Corp., Washington (a)(d)	4,343		69,488
Suffolk Bancorp	1,427		36,645
Summit Financial Group, Inc. (a)	583		2,647
Sun Bancorp, Inc., New Jersey (a)	2,559		10,594
Superior Bancorp (a)	529		217
Susquehanna Bancshares, Inc., Pennsylvania	9,144		73,609
SVB Financial Group (a)	3,066		137,755
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Taylor Capital Group, Inc. (a)(d)	2,054		$ 25,531
Tennessee Commerce Bancorp, Inc. (a)	494		1,946
Texas Capital Bancshares, Inc. (a)	2,519		47,559
The First Bancorp, Inc.	846		11,836
TIB Financial Corp. (a)(d)	818		205
TIB Financial Corp. rights 1/10/11 (a)	8,180		818
Tower Bancorp, Inc.	358		8,255
TowneBank (d)	2,286		35,296
Trico Bancshares	1,843		26,594
Trustmark Corp.	4,301		91,783
UMB Financial Corp.	3,258		121,523
Umpqua Holdings Corp.	8,372		88,659
Union/First Market Bankshares Corp.	1,847		25,304
United Bankshares, Inc., West Virginia	3,191		83,636
United Community Banks, Inc., Georgia (a)	6,325		9,677
United Security Bancshares, Inc.	450		4,325
United Security Bancshares, California (d)	968		3,775
Univest Corp. of Pennsylvania	1,063		19,782
Virginia Commerce Bancorp, Inc. (a)	1,689		9,577
VIST Financial Corp.	512		3,558
Washington Banking Co., Oak Harbor	1,761		22,523
Washington Trust Bancorp, Inc.	1,556		32,660
WesBanco, Inc.	2,143		37,352
West Bancorp., Inc.	1,654		12,025
West Coast Bancorp (a)	6,425		16,962
Westamerica Bancorp.	2,079		101,622
Western Liberty Bancorp (a)	1,400		7,434
Whitney Holding Corp.	8,095		76,012
Wilshire Bancorp, Inc.	1,594		11,286
Wintrust Financial Corp.	2,217		63,517
Yadkin Valley Financial Corp. (a)	667		1,087
Zions Bancorporation	11,968		232,778
			7,336,720
Consumer Finance - 0.2%
Cardtronics, Inc. (a)	3,427		57,916
CompuCredit Holdings Corp.	4,390		26,340
Consumer Portfolio Services, Inc. (a)	1,184		1,042
Credit Acceptance Corp. (a)	1,968		122,154
Dollar Financial Corp. (a)	1,671		43,747
EZCORP, Inc. (non-vtg.) Class A (a)	3,381		85,066
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Consumer Finance - continued
First Cash Financial Services, Inc. (a)	2,190		$ 63,050
Netspend Holdings, Inc.	5,972		80,025
Nicholas Financial, Inc.	590		5,894
QC Holdings, Inc.	1,007		4,028
Rewards Network, Inc. (a)	439		6,036
World Acceptance Corp. (a)	1,195		52,652
			547,950
Diversified Financial Services - 0.7%
Asset Acceptance Capital Corp. (a)	2,070		12,172
Asta Funding, Inc.	1,124		8,037
California First National Bancorp	58		805
CBOE Holdings, Inc. (d)	1,119		26,621
CME Group, Inc.	4,800		1,382,688
Encore Capital Group, Inc. (a)	1,489		27,681
Interactive Brokers Group, Inc.	2,770		50,802
Life Partners Holdings, Inc. (d)	1,243		26,588
MarketAxess Holdings, Inc.	2,718		49,440
Marlin Business Services Corp. (a)	759		8,045
Medallion Financial Corp.	1,715		14,543
NewStar Financial, Inc. (a)	3,429		28,941
PICO Holdings, Inc. (a)	1,642		46,879
Portfolio Recovery Associates, Inc. (a)	1,231		78,008
Resource America, Inc. Class A	1,085		6,532
The NASDAQ Stock Market, Inc. (a)	14,986		321,600
			2,089,382
Insurance - 0.9%
21st Century Holding Co.	425		1,377
Alterra Capital Holdings Ltd.	7,901		160,706
American National Insurance Co.	2,080		165,402
American Physicians Service Group, Inc.	672		21,820
Amerisafe, Inc. (a)	1,658		30,656
Amtrust Financial Services, Inc.	4,509		72,189
Arch Capital Group Ltd. (a)	3,361		303,498
Argo Group International Holdings, Ltd.	1,966		72,506
Baldwin & Lyons, Inc. Class B	1,187		27,455
Cincinnati Financial Corp.	11,287		340,247
CNinsure, Inc. ADR (d)	1,576		34,294
CRM Holdings Ltd. (a)	73		313
Donegal Group, Inc. Class A	1,525		22,677
Eastern Insurance Holdings, Inc.	468		5,195
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
eHealth, Inc. (a)	1,971		$ 29,664
EMC Insurance Group	882		19,651
Enstar Group Ltd. (a)	922		76,526
Erie Indemnity Co. Class A	3,269		205,816
FPIC Insurance Group, Inc. (a)	1,154		42,675
Global Indemnity PLC (a)	1,815		34,812
Greenlight Capital Re, Ltd. (a)	2,430		67,991
Hallmark Financial Services, Inc. (a)	1,598		14,030
Harleysville Group, Inc.	1,985		70,646
Infinity Property & Casualty Corp.	1,165		67,255
Investors Title Co.	370		11,292
Kansas City Life Insurance Co.	814		25,503
Maiden Holdings Ltd.	5,868		44,186
Mercer Insurance Group, Inc.	963		18,076
National Interstate Corp.	1,208		24,945
National Western Life Insurance Co. Class A	280		46,684
Navigators Group, Inc. (a)	1,115		55,181
Presidential Life Corp.	3,187		29,543
Safety Insurance Group, Inc.	1,308		61,227
Selective Insurance Group, Inc.	3,494		57,651
State Auto Financial Corp.	2,892		45,520
Tower Group, Inc.	2,796		71,913
United Fire & Casualty Co.	1,973		40,920
			2,420,042
Real Estate Investment Trusts - 0.1%
American Capital Agency Corp.	3,245		95,143
Gladstone Commercial Corp.	882		16,317
Investors Real Estate Trust	6,140		54,339
Mission West Properties, Inc.	1,926		12,577
Retail Opportunity Investments Corp.	3,350		32,931
			211,307
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA (a)	2,135		58,029
Avatar Holdings, Inc. (a)	1,147		22,493
China HGS Real Estate, Inc. (a)(d)	4,000		14,200
China Housing & Land Development, Inc. (a)(d)	4,266		10,196
China Real Estate Information Corp. ADR (a)(d)	954		8,729
Elbit Imaging Ltd. (a)	1,492		18,053
FirstService Corp. (sub. vtg.) (a)	2,137		55,954
Stratus Properties, Inc. (a)	335		2,971
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - continued
Thomas Properties Group, Inc. (a)	2,004		$ 8,597
ZipRealty, Inc. (a)	624		1,548
			200,770
Thrifts & Mortgage Finance - 0.8%
Abington Bancorp, Inc.	2,376		28,512
America First Tax Exempt Investors LP	1,675		8,794
Anchor BanCorp Wisconsin, Inc. (a)(d)	2,266		1,994
Atlantic Coast Federal Corp. (a)	668		1,309
Bank Mutual Corp.	4,433		20,303
BankFinancial Corp.	1,864		17,391
Beneficial Mutual Bancorp, Inc. (a)	6,328		49,169
Berkshire Bancorp, Inc. (a)	927		4,172
Berkshire Hills Bancorp, Inc.	1,600		32,112
BofI Holding, Inc. (a)	1,645		22,175
Brookline Bancorp, Inc., Delaware	4,768		46,869
Brooklyn Federal Bancorp, Inc.	773		1,322
Camco Financial Corp. (a)	727		916
Capitol Federal Financial	5,683		132,698
CFS Bancorp, Inc.	485		2,546
Charter Financial Corp., Georgia	1,600		13,184
Chicopee Bancorp, Inc. (a)	716		8,900
Citizens South Banking Corp., Delaware	668		3,026
Clifton Savings Bancorp, Inc.	1,915		18,116
Dime Community Bancshares, Inc.	3,457		47,188
Eagle Bancorp Montana, Inc.	1,100		11,000
ESB Financial Corp.	1,247		17,583
ESSA Bancorp, Inc.	1,551		20,396
First Advantage Bancorp	249		2,926
First Defiance Financial Corp. (a)	1,088		12,871
First Federal Bancshares of Arkansas, Inc. (a)(d)	569		649
First Financial Holdings, Inc.	1,653		18,166
First Financial Northwest, Inc. (d)	2,916		9,477
First Financial Service Corp. (a)	413		1,747
First Niagara Financial Group, Inc.	13,965		172,957
First PacTrust Bancorp, Inc. (d)	595		7,140
First Place Financial Corp. (a)	740		1,584
Flushing Financial Corp.	2,335		31,289
Fox Chase Bancorp, Inc. (a)	1,170		12,297
Heritage Financial Group, Inc.	681		6,980
HMN Financial, Inc. (a)	448		1,299
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Home Federal Bancorp, Inc.	1,430		$ 16,488
Hudson City Bancorp, Inc.	38,000		431,300
Kaiser Federal Financial Group, Inc.	527		5,091
Kearny Financial Corp.	4,321		37,117
Legacy Bancorp, Inc.	898		7,094
Louisiana Bancorp, Inc. (a)	97		1,377
LSB Corp.	631		13,219
LSB Financial Corp.	136		1,598
Meridian Interstate Bancorp, Inc. (a)	1,350		14,783
MutualFirst Financial, Inc.	550		4,703
NASB Financial, Inc.	486		6,250
Northeast Community Bancorp, Inc.	544		3,237
Northwest Bancshares, Inc.	7,812		80,151
OceanFirst Financial Corp.	1,038		12,529
Oritani Financial Corp.	3,825		42,955
Parkvale Financial Corp.	256		1,994
People's United Financial, Inc.	25,337		313,925
Provident Financial Holdings, Inc.	315		2,111
Provident New York Bancorp	3,587		33,610
Prudential Bancorp, Inc. of Pennsylvania	1,172		7,255
Pulaski Financial Corp.	484		3,693
PVF Capital Corp. (a)	1,421		2,629
Riverview Bancorp, Inc. (a)	1,020		2,407
Rockville Financial, Inc.	1,512		16,632
Roma Financial Corp.	2,638		25,430
Rome Bancorp, Inc.	1,067		12,057
Severn Bancorp, Inc. (a)	677		1,950
SI Financial Group, Inc.	1,167		7,165
Territorial Bancorp, Inc.	477		8,786
TFS Financial Corp.	22,317		182,553
Timberland Bancorp, Inc.	250		923
Tree.com, Inc. (a)	969		7,355
Trustco Bank Corp., New York	5,917		33,194
United Community Financial Corp., Ohio (a)	1,934		2,379
United Financial Bancorp, Inc.	2,852		42,295
United Western Bancorp, Inc. (a)	3,337		938
ViewPoint Financial Group	2,273		23,844
Washington Federal, Inc.	8,151		120,309
Waterstone Financial, Inc. (a)	2,022		7,380
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Westfield Financial, Inc.	4,429		$ 36,406
WSFS Financial Corp.	627		27,275
			2,391,444
TOTAL FINANCIALS			19,380,256
HEALTH CARE - 12.6%
Biotechnology - 5.9%
3SBio, Inc. sponsored ADR (a)	1,110		17,039
Aastrom Biosciences, Inc. (a)	464		1,118
Acadia Pharmaceuticals, Inc. (a)	2,336		1,565
Achillion Pharmaceuticals, Inc. (a)	2,091		5,980
Acorda Therapeutics, Inc. (a)	2,796		73,675
AEterna Zentaris, Inc. (sub. vtg.) (a)	3,891		5,572
Affymax, Inc. (a)	1,762		11,911
Alexion Pharmaceuticals, Inc. (a)	6,531		499,295
Alkermes, Inc. (a)	6,265		65,657
Allos Therapeutics, Inc. (a)	7,271		29,520
Alnylam Pharmaceuticals, Inc. (a)	3,693		33,791
AMAG Pharmaceuticals, Inc. (a)	1,445		22,672
Amarin Corp. PLC ADR (a)	1,491		8,693
Amgen, Inc. (a)	68,544		3,611,583
Amicus Therapeutics, Inc. (a)	2,472		10,259
Amylin Pharmaceuticals, Inc. (a)	10,613		136,006
Anadys Pharmaceuticals, Inc. (a)	2,079		2,225
Anthera Pharmaceuticals, Inc.	1,300		7,111
Antigenics, Inc. (a)	9,659		8,597
Arena Pharmaceuticals, Inc. (a)(d)	7,480		10,846
ARIAD Pharmaceuticals, Inc. (a)	9,358		37,713
ArQule, Inc. (a)	4,918		26,705
Array Biopharma, Inc. (a)	3,726		11,960
AspenBio Pharma, Inc. (a)(d)	1,506		919
Athersys, Inc. (a)	2,708		6,851
AVEO Pharmaceuticals, Inc.	1,900		28,082
AVI BioPharma, Inc. (a)	10,138		18,654
Avigen, Inc. rights (a)	1,684		0
BioCryst Pharmaceuticals, Inc. (a)	3,295		16,277
Biogen Idec, Inc. (a)	17,254		1,103,738
BioMarin Pharmaceutical, Inc. (a)	7,352		199,092
Bionovo, Inc. (a)	640		870
Biosante Pharmaceuticals, Inc. (a)	3,609		5,305
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Biospecifics Technologies Corp. (a)(d)	342		$ 7,757
Capstone Therapeutics Corp. (a)	1,251		1,163
Celera Corp. (a)	7,372		41,799
Celgene Corp. (a)	33,012		1,960,253
Cell Therapeutics, Inc. (a)	53,221		20,756
Celldex Therapeutics, Inc. (a)(d)	1,996		8,283
Cephalon, Inc. (a)	5,292		335,989
Cepheid, Inc. (a)	4,096		80,650
Chelsea Therapeutics International Ltd. (a)	3,392		18,419
China Biologic Products, Inc. (a)(d)	1,711		19,916
Cleveland Biolabs, Inc. (a)(d)	3,204		21,563
Clinical Data, Inc. (a)(d)	1,824		33,343
Codexis, Inc. (a)	2,784		26,225
Crucell NV sponsored ADR (a)	1,054		33,001
Cubist Pharmaceuticals, Inc. (a)	3,760		81,630
Curis, Inc. (a)	7,955		13,364
Cyclacel Pharmaceuticals, Inc. (a)	732		1,340
Cytokinetics, Inc. (a)	4,127		9,121
Cytori Therapeutics, Inc. (a)	4,179		18,764
CytRx Corp. (a)	5,744		5,974
Dendreon Corp. (a)	9,773		349,287
Discovery Laboratories, Inc. (a)	9,282		1,856
DUSA Pharmaceuticals, Inc. (a)	923		2,280
Dyax Corp. (a)	6,344		14,337
Dynavax Technologies Corp. (a)	5,399		10,798
Emergent BioSolutions, Inc. rights 10/29/13 (a)	854		0
EntreMed, Inc. (a)	424		3,066
Enzon Pharmaceuticals, Inc. (a)	4,117		45,781
EpiCept Corp. (a)	6,238		2,059
Exact Sciences Corp. (a)	2,959		17,576
Exelixis, Inc. (a)	8,847		51,224
Genomic Health, Inc. (a)	2,164		39,926
Gentium SpA sponsored ADR (a)	138		780
GenVec, Inc. (a)	7,648		3,671
Genzyme Corp. (a)	18,199		1,296,133
Geron Corp. (a)(d)	8,872		50,837
Gilead Sciences, Inc. (a)	60,112		2,194,088
GTx, Inc. (a)	3,012		8,735
Halozyme Therapeutics, Inc. (a)	7,473		51,713
Human Genome Sciences, Inc. (a)(d)	13,760		337,533
Idenix Pharmaceuticals, Inc. (a)	7,108		27,081
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Idera Pharmaceuticals, Inc. (a)	1,411		$ 3,499
ImmunoGen, Inc. (a)(d)	4,889		40,676
Immunomedics, Inc. (a)(d)	4,527		14,260
Incyte Corp. (a)	8,834		128,181
Infinity Pharmaceuticals, Inc. (a)	1,638		10,303
Inhibitex, Inc. (a)	4,447		13,030
Insmed, Inc. (a)	9,133		6,576
InterMune, Inc. (a)(d)	3,978		49,964
Ironwood Pharmaceuticals, Inc. Class A	1,050		11,225
Isis Pharmaceuticals, Inc. (a)	7,153		67,489
Keryx Biopharmaceuticals, Inc. (a)	5,121		27,961
Lexicon Pharmaceuticals, Inc. (a)	23,805		32,375
Ligand Pharmaceuticals, Inc.:
rights 12/31/11 (a)	1,933		0
rights 12/31/11 (a)	1,639		0
rights 12/31/11 (a)	1,639		0
Class B (a)	1,966		16,593
rights (a)	1,518		42
rights (a)	1,518		68
rights (a)	1,518		40
rights (a)	1,518		39
MannKind Corp. (a)(d)	8,534		53,594
Marina Biotech, Inc. (a)(d)	284		503
Marshall Edwards, Inc. (a)(d)	544		481
Martek Biosciences (a)	2,219		48,818
Maxygen, Inc.	3,874		25,065
Medivation, Inc. (a)	2,582		29,254
Metabolix, Inc. (a)	2,402		24,596
Micromet, Inc. (a)	5,634		40,903
Molecular Insight Pharmaceuticals, Inc. (a)(d)	1,312		1,050
Momenta Pharmaceuticals, Inc. (a)(d)	3,141		47,900
Myrexis, Inc. (a)	4,067		15,170
Myriad Genetics, Inc. (a)	6,957		149,784
Nabi Biopharmaceuticals (a)	3,990		20,748
Nanosphere, Inc. (a)	2,685		14,043
Neurocrine Biosciences, Inc. (a)	3,383		24,628
NeurogesX, Inc. (a)(d)	1,369		7,338
Nile Therapeutics, Inc. (a)	5,215		2,608
Novavax, Inc. (a)	7,440		16,591
NPS Pharmaceuticals, Inc. (a)	4,747		29,479
Nymox Pharmaceutical Corp. (a)	1,810		7,403
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Omeros Corp. (a)(d)	2,026		$ 16,431
OncoGenex Pharmaceuticals, Inc. (a)	515		8,271
Oncolytics Biotech, Inc. (a)	4,198		19,628
Oncothyreon, Inc. (a)	2,510		8,358
ONYX Pharmaceuticals, Inc. (a)	4,548		133,939
Orchid Cellmark, Inc. (a)	2,602		4,215
OREXIGEN Therapeutics, Inc. (a)(d)	3,466		18,058
Osiris Therapeutics, Inc. (a)	3,298		21,635
OXiGENE, Inc. (a)	1,607		329
Oxygen Biotherapeutics, Inc. (a)	1,500		3,225
PDL BioPharma, Inc.	8,372		48,390
Peregrine Pharmaceuticals, Inc. (a)(d)	3,244		4,996
Pharmacyclics, Inc. (a)	3,400		18,428
Pharmasset, Inc. (a)	2,429		105,224
Pluristem Therapeutics, Inc. (a)(d)	7,166		9,674
Poniard Pharmaceuticals, Inc. (a)	8,376		3,040
Progenics Pharmaceuticals, Inc. (a)	3,648		17,328
QLT, Inc. (a)	4,361		26,384
Raptor Pharmaceutical Corp. (a)	1,198		4,516
Regeneron Pharmaceuticals, Inc. (a)	5,791		166,897
Repligen Corp. (a)	1,624		6,041
Rigel Pharmaceuticals, Inc. (a)	4,009		31,992
RXi Pharmaceuticals Corp. (a)	745		2,637
Sangamo Biosciences, Inc. (a)	5,191		24,190
Savient Pharmaceuticals, Inc. (a)	5,462		64,506
SciClone Pharmaceuticals, Inc. (a)	4,363		16,318
Seattle Genetics, Inc. (a)	7,126		107,603
SIGA Technologies, Inc. (a)	3,606		45,436
Sinovac Biotech Ltd. (a)	4,346		21,078
Spectrum Pharmaceuticals, Inc. (a)	3,410		15,175
StemCells, Inc. (a)(d)	19,124		20,271
Sunesis Pharmaceuticals, Inc. (a)	1,761		694
Synta Pharmaceuticals Corp. (a)	2,072		8,889
Talecris Biotherapeutics Holdings Corp. (a)	8,899		193,108
Targacept, Inc. (a)	2,128		45,114
Telik, Inc. (a)	2,715		1,955
Theravance, Inc. (a)	4,611		115,183
Transcept Pharmaceuticals, Inc. (a)	1,571		10,117
Trimeris, Inc. (a)	671		1,698
Trius Therapeutics, Inc.	1,800		6,228
United Therapeutics Corp. (a)	4,169		262,355
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Vanda Pharmaceuticals, Inc. (a)	1,679		$ 13,533
Vertex Pharmaceuticals, Inc. (a)	14,761		489,032
Vical, Inc. (a)	5,241		10,272
XOMA Ltd. (a)	1,862		4,432
Zalicus, Inc. (a)	9,513		11,225
ZIOPHARM Oncology, Inc. (a)	3,283		13,493
			16,431,170
Health Care Equipment & Supplies - 1.6%
Abaxis, Inc. (a)	1,567		42,309
Abiomed, Inc. (a)(d)	3,647		41,868
Accuray, Inc. (a)	4,719		28,220
Align Technology, Inc. (a)	5,337		93,344
Alimera Sciences, Inc. (a)(d)	2,500		28,600
Alphatec Holdings, Inc. (a)	5,917		13,313
American Medical Systems Holdings, Inc. (a)	5,446		97,647
Analogic Corp.	1,208		56,136
Angiodynamics, Inc. (a)	2,452		34,254
Anika Therapeutics, Inc. (a)	1,002		6,122
ArthroCare Corp. (a)	1,840		55,715
Atricure, Inc. (a)	695		6,241
Atrion Corp.	234		38,409
BioLase Technology, Inc. (a)	592		906
Cardiac Science Corp. (a)	1,500		3,465
Cardica, Inc. (a)	1,278		3,438
Cardiovascular Systems, Inc. (a)	980		8,781
Cerus Corp. (a)	1,646		3,967
China Medical Technologies, Inc. sponsored ADR (a)	1,646		18,814
Conceptus, Inc. (a)	2,216		29,140
CONMED Corp. (a)	2,415		51,947
Cutera, Inc. (a)	521		3,652
Cyberonics, Inc. (a)	2,180		58,577
Cynosure, Inc. Class A (a)	700		6,636
Delcath Systems, Inc. (a)(d)	3,168		31,870
DENTSPLY International, Inc.	10,180		314,766
DexCom, Inc. (a)	4,859		54,785
DynaVox, Inc. Class A (a)	830		3,270
Endologix, Inc. (a)	4,661		26,474
Exactech, Inc. (a)	1,360		24,235
Gen-Probe, Inc. (a)	3,402		176,428
Given Imaging Ltd. (a)	1,925		29,068
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Hansen Medical, Inc. (a)	2,938		$ 4,231
HeartWare International, Inc. (a)	992		91,224
Hologic, Inc. (a)	18,040		295,856
ICU Medical, Inc. (a)	1,041		38,153
IDEXX Laboratories, Inc. (a)(d)	4,088		262,490
Immucor, Inc. (a)	5,142		94,459
Insulet Corp. (a)	2,951		40,045
Integra LifeSciences Holdings Corp. (a)	2,187		94,850
Intuitive Surgical, Inc. (a)	2,793		726,990
IRIS International, Inc. (a)	2,486		23,344
Kensey Nash Corp. (a)	1,045		28,361
LeMaitre Vascular, Inc. (a)	426		2,846
Mako Surgical Corp. (a)	3,360		38,539
Masimo Corp.	4,523		139,580
Medical Action Industries, Inc. (a)	1,561		12,426
MELA Sciences, Inc. (a)(d)	1,612		5,739
Meridian Bioscience, Inc.	2,843		63,171
Merit Medical Systems, Inc. (a)	2,018		30,754
Natus Medical, Inc. (a)	2,216		28,498
Neogen Corp. (a)	1,962		72,888
NeuroMetrix, Inc. (a)	497		258
NMT Medical, Inc. (a)	513		108
NuVasive, Inc. (a)(d)	2,787		65,104
NxStage Medical, Inc. (a)	3,958		85,651
OraSure Technologies, Inc. (a)	2,902		15,236
Orthofix International NV (a)	1,423		38,691
Orthovita, Inc. (a)	5,865		11,671
OTIX Global, Inc. (a)	284		3,127
Palomar Medical Technologies, Inc. (a)	1,877		23,369
Quidel Corp. (a)	2,368		31,281
Rochester Medical Corp. (a)	1,184		13,095
Rockwell Medical Technologies, Inc. (a)	2,032		15,829
RTI Biologics, Inc. (a)	3,187		8,637
Shamir Optical Industry Ltd.	707		9,608
Sirona Dental Systems, Inc. (a)	4,001		151,198
Solta Medical, Inc. (a)	4,423		8,979
SonoSite, Inc. (a)	1,349		40,983
Staar Surgical Co. (a)	2,835		15,167
Stereotaxis, Inc. (a)(d)	3,232		11,150
SurModics, Inc. (a)(d)	1,470		13,598
Synergetics USA, Inc. (a)	1,175		4,042
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Syneron Medical Ltd. (a)	2,826		$ 27,271
Synovis Life Technologies, Inc. (a)	2,035		32,865
The Spectranetics Corp. (a)	1,742		8,518
ThermoGenesis Corp. (a)	1,101		3,050
Thoratec Corp. (a)	4,037		102,762
TomoTherapy, Inc. (a)	4,758		16,653
TranS1, Inc. (a)	612		1,169
Trinity Biotech PLC sponsored ADR (a)	674		5,419
Unilife Corp. (a)(d)	3,500		19,005
Utah Medical Products, Inc.	500		13,615
Vascular Solutions, Inc. (a)	1,180		12,484
Volcano Corp. (a)	3,479		92,367
Winner Medical Group, Inc. (a)(d)	1,800		10,224
Wright Medical Group, Inc. (a)	2,669		35,204
Young Innovations, Inc.	390		11,786
Zoll Medical Corp. (a)	1,648		55,076
			4,501,091
Health Care Providers & Services - 1.6%
Air Methods Corp. (a)	1,038		51,101
Allied Healthcare International, Inc. (a)	7,104		20,602
Almost Family, Inc. (a)	863		30,585
Amedisys, Inc. (a)	2,018		57,271
America Service Group, Inc.	530		7,780
American CareSource Holdings, Inc. (a)	1,100		1,507
American Dental Partners, Inc. (a)	1,575		19,451
AmSurg Corp. (a)	1,125		20,678
Animal Health International, Inc. (a)	1,331		3,328
Bio-Reference Laboratories, Inc. (a)	2,262		47,434
BioScrip, Inc. (a)	3,251		13,069
CardioNet, Inc. (a)	1,581		6,387
Catalyst Health Solutions, Inc. (a)	3,439		147,602
Chindex International, Inc. (a)	849		12,930
Clarient, Inc. (a)	6,261		31,305
Corvel Corp. (a)	957		43,725
Cross Country Healthcare, Inc. (a)	3,098		23,793
Express Scripts, Inc. (a)	38,961		2,029,478
Genoptix, Inc. (a)	1,274		21,747
Gentiva Health Services, Inc. (a)	2,116		48,626
Healthways, Inc. (a)	2,712		26,171
Henry Schein, Inc. (a)	6,487		372,548
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
HMS Holdings Corp. (a)	1,903		$ 119,908
IPC The Hospitalist Co., Inc. (a)	1,313		42,567
LCA-Vision, Inc. (a)	1,176		6,092
LHC Group, Inc. (a)	1,191		31,502
LifePoint Hospitals, Inc. (a)	3,977		144,047
Lincare Holdings, Inc.	7,024		180,868
Magellan Health Services, Inc. (a)	2,419		117,805
Medcath Corp. (a)	1,605		20,255
MWI Veterinary Supply, Inc. (a)	943		57,617
National Research Corp.	370		10,475
NightHawk Radiology Holdings, Inc. (a)	1,452		9,423
NovaMed Eyecare, Inc. (a)(d)	392		4,555
Patterson Companies, Inc.	8,619		256,243
PDI, Inc. (a)	594		5,619
Prospect Medical Holdings, Inc. (a)	1,450		12,238
Providence Service Corp. (a)	853		14,339
PSS World Medical, Inc. (a)	3,884		80,010
RadNet, Inc. (a)	2,333		5,996
ResCare, Inc. (a)	2,120		28,048
Rural/Metro Corp. (a)	2,478		28,076
Sharps Compliance Corp. (a)	740		3,360
Sun Healthcare Group, Inc. (a)	1,068		10,466
The Ensign Group, Inc.	1,319		28,372
U.S. Physical Therapy, Inc. (a)	1,196		22,951
VCA Antech, Inc. (a)	6,127		133,844
			4,411,794
Health Care Technology - 0.5%
Allscripts-Misys Healthcare Solutions, Inc. (a)	10,235		179,624
athenahealth, Inc. (a)	2,444		100,228
Cerner Corp. (a)	5,904		518,725
Computer Programs & Systems, Inc.	840		39,220
iCAD, Inc. (a)	2,501		3,752
MedAssets, Inc. (a)	4,099		76,016
Medidata Solutions, Inc. (a)	1,700		33,830
MedQuist, Inc.	2,000		17,840
Merge Healthcare, Inc. (a)	5,742		22,164
Omnicell, Inc. (a)	2,544		34,090
Quality Systems, Inc.	2,125		137,041
SXC Health Solutions Corp. (a)	4,372		167,155
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Technology - continued
Transcend Services, Inc. (a)	710		$ 11,360
Vital Images, Inc. (a)	1,217		16,332
			1,357,377
Life Sciences Tools & Services - 0.9%
Accelrys, Inc. (a)	4,219		35,524
Affymetrix, Inc. (a)	5,223		21,728
Albany Molecular Research, Inc. (a)	3,021		15,256
Arrowhead Research Corp. (a)	1,920		1,824
Bruker BioSciences Corp. (a)	11,774		181,555
Caliper Life Sciences, Inc. (a)	7,618		44,718
Combimatrix Corp. (a)	142		280
Complete Genomics, Inc.	2,200		17,050
Compugen Ltd. (a)	1,757		6,659
Dionex Corp. (a)	1,284		117,062
eResearchTechnology, Inc. (a)	4,964		27,848
Furiex Pharmaceuticals, Inc. (a)	710		8,747
Harvard Bioscience, Inc. (a)	3,295		12,916
ICON PLC sponsored ADR (a)	4,511		90,806
Illumina, Inc. (a)	9,031		542,944
Kendle International, Inc. (a)	727		6,550
Life Technologies Corp. (a)	13,111		652,993
Luminex Corp. (a)	3,105		52,412
Medtox Scientific, Inc.	357		4,141
Pacific Biosciences of California, Inc.	4,500		56,700
PAREXEL International Corp. (a)	4,187		73,524
Pharmaceutical Product Development, Inc.	8,671		216,081
Pure Bioscience (a)	1,890		4,064
QIAGEN NV (a)	16,673		305,116
Sequenom, Inc. (a)(d)	4,998		34,336
SeraCare Life Sciences, Inc. (a)	764		3,171
Techne Corp.	2,429		145,910
			2,679,915
Pharmaceuticals - 2.1%
Acura Pharmaceuticals, Inc. (a)(d)	2,462		6,500
Adolor Corp. (a)	5,544		6,930
Akorn, Inc. (a)	6,018		31,956
Alexza Pharmaceuticals, Inc. (a)	4,285		3,872
Angiotech Pharmaceuticals, Inc. (a)	4,579		1,048
Ardea Biosciences, Inc. (a)	1,685		37,458
Auxilium Pharmaceuticals, Inc. (a)	3,409		64,532
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
AVANIR Pharmaceuticals Class A (a)(d)	6,500		$ 27,820
Biodel, Inc. (a)(d)	1,400		2,380
BioMimetic Therapeutics, Inc. (a)	1,931		21,550
BMP Sunstone Corp. (a)	3,220		31,814
Cadence Pharmaceuticals, Inc. (a)(d)	4,147		29,734
Cardiome Pharma Corp. (a)	5,488		26,729
Columbia Laboratories, Inc. (a)	1,899		2,545
Corcept Therapeutics, Inc. (a)	7,129		27,803
Cornerstone Therapeutics, Inc. (a)	1,844		11,009
CPEX Pharmaceuticals, Inc. (a)	136		3,359
Cumberland Pharmaceuticals, Inc. (a)	1,718		11,785
Cypress Bioscience, Inc. (a)	3,928		15,633
DepoMed, Inc. (a)	3,719		20,306
Durect Corp. (a)	10,798		32,178
Endo Pharmaceuticals Holdings, Inc. (a)	8,345		300,503
Eurand NV (a)	4,134		45,350
Flamel Technologies SA sponsored ADR (a)(d)	1,311		9,295
Hi-Tech Pharmacal Co., Inc. (a)	1,240		29,487
Impax Laboratories, Inc. (a)	4,486		80,299
Inspire Pharmaceuticals, Inc. (a)	6,727		46,954
Ista Pharmaceuticals, Inc. (a)	1,726		7,681
Jazz Pharmaceuticals, Inc. (a)	2,544		42,358
Jiangbo Pharmaceuticals, Inc. (a)	950		5,776
Labopharm, Inc. (a)	3,695		3,563
MAP Pharmaceuticals, Inc. (a)	1,862		26,757
Matrixx Initiatives, Inc. (a)	2,605		13,494
Mylan, Inc. (a)	31,253		611,465
Nektar Therapeutics (a)	7,166		90,793
Novogen Ltd. sponsored ADR (a)	97		49
NuPathe, Inc.	1,000		5,970
Obagi Medical Products, Inc. (a)	1,285		14,032
Optimer Pharmaceuticals, Inc. (a)	2,863		27,113
Pain Therapeutics, Inc.	4,907		39,109
Perrigo Co.	6,562		395,295
Pozen, Inc. (a)	3,117		19,949
ProPhase Labs, Inc. (a)	1,566		2,004
Questcor Pharmaceuticals, Inc. (a)	5,132		73,080
Repros Therapeutics, Inc. (a)	372		551
Salix Pharmaceuticals Ltd. (a)	4,077		182,038
Santarus, Inc. (a)	3,045		8,404
Shire PLC sponsored ADR	3,791		266,659
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Skystar Bio-Pharmaceutical Co. Ltd. (a)	1,359		$ 11,225
Somaxon Pharmaceuticals, Inc. (a)(d)	2,940		7,909
Sucampo Pharmaceuticals, Inc. Class A (a)	1,103		3,805
SuperGen, Inc. (a)	3,481		9,225
Teva Pharmaceutical Industries Ltd. sponsored ADR	51,247		2,564,400
The Medicines Company (a)	3,621		47,725
ViroPharma, Inc. (a)	5,338		82,472
Vivus, Inc. (a)(d)	5,699		37,044
Warner Chilcott PLC	18,132		344,689
XenoPort, Inc. (a)	2,186		16,942
			5,890,405
TOTAL HEALTH CARE			35,271,752
INDUSTRIALS - 5.2%
Aerospace & Defense - 0.3%
AeroVironment, Inc. (a)	1,516		37,445
American Science & Engineering, Inc.	592		47,727
Applied Energetics, Inc. (a)	7,472		5,978
Applied Signal Technology, Inc.	1,222		40,155
Ascent Solar Technologies, Inc. (a)(d)	1,977		6,307
Astronics Corp. (a)	339		6,973
BE Aerospace, Inc. (a)	7,358		261,209
Ceradyne, Inc. (a)	2,097		55,403
Elbit Systems Ltd.	2,996		140,213
GeoEye, Inc. (a)	1,394		55,565
Global Defense Technology & Systems, Inc.	921		12,562
Herley Industries, Inc. (a)	746		12,130
Innovative Solutions & Support, Inc. (a)	1,067		5,901
KEYW Holding Corp.	1,900		23,750
Kratos Defense & Security Solutions, Inc. (a)	2,082		22,007
Ladish Co., Inc. (a)	1,186		55,671
LMI Aerospace, Inc. (a)	964		15,684
Sypris Solutions, Inc. (a)	676		2,305
Taser International, Inc. (a)	4,353		17,543
TAT Technologies Ltd.	863		4,483
			829,011
Air Freight & Logistics - 0.7%
Air Transport Services Group, Inc. (a)	3,839		28,332
Atlas Air Worldwide Holdings, Inc. (a)	1,792		97,772
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - continued
C.H. Robinson Worldwide, Inc.	11,916		$ 878,328
Dynamex, Inc. (a)	981		23,691
Expeditors International of Washington, Inc.	14,842		785,142
Forward Air Corp.	2,142		58,948
Hub Group, Inc. Class A (a)	2,631		85,850
Pacer International, Inc. (a)	2,247		12,561
Park-Ohio Holdings Corp. (a)	771		14,919
UTI Worldwide, Inc.	7,164		137,907
			2,123,450
Airlines - 0.2%
Allegiant Travel Co.	1,372		68,504
Hawaiian Holdings, Inc. (a)	4,459		35,226
JetBlue Airways Corp. (a)	21,289		144,552
Pinnacle Airlines Corp. (a)	2,738		22,260
Republic Airways Holdings, Inc. (a)	2,375		18,430
Ryanair Holdings PLC sponsored ADR	7,810		238,439
SkyWest, Inc.	3,793		61,409
			588,820
Building Products - 0.1%
AAON, Inc.	1,218		31,242
American Woodmark Corp.	1,276		26,554
Apogee Enterprises, Inc.	2,050		23,063
Builders FirstSource, Inc. (a)(d)	6,715		10,610
China Architectural Engineering, Inc. (a)	2,400		1,419
China Ceramics Co. Ltd. (a)(d)	1,500		11,025
Gibraltar Industries, Inc. (a)	2,751		27,978
Insteel Industries, Inc.	926		9,603
PGT, Inc. (a)	4,454		9,799
Universal Forest Products, Inc.	1,250		40,850
US Home Systems, Inc. (a)	272		1,020
			193,163
Commercial Services & Supplies - 0.8%
APAC Customer Services, Inc. (a)	4,492		26,593
Casella Waste Systems, Inc. Class A (a)	1,581		7,209
CECO Environmental Corp. (a)	977		5,354
Cintas Corp.	10,991		293,954
Copart, Inc. (a)	6,167		218,805
Courier Corp.	1,323		18,800
EnerNOC, Inc. (a)(d)	1,893		46,435
Fuel Tech, Inc. (a)	2,055		15,022
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
G&K Services, Inc. Class A	1,298		$ 36,007
Guanwei Recycling Corp. (a)	1,400		5,124
Healthcare Services Group, Inc.	4,728		75,317
Heritage-Crystal Clean, Inc. (a)	639		6,186
Herman Miller, Inc.	3,951		85,105
InnerWorkings, Inc. (a)	4,327		26,698
Interface, Inc. Class A	4,270		61,659
Intersections, Inc.	1,601		16,650
Kimball International, Inc. Class B	3,264		19,127
McGrath RentCorp.	1,837		51,289
Mobile Mini, Inc. (a)	2,314		41,814
Multi-Color Corp.	745		14,565
Perma-Fix Environmental Services, Inc. (a)	2,601		3,928
R.R. Donnelley & Sons Co.	15,112		238,165
RINO International Corp. (a)(d)	2,476		15,054
Standard Parking Corp. (a)	1,686		29,943
Stericycle, Inc. (a)	5,914		437,045
Sykes Enterprises, Inc. (a)	3,184		58,586
Team, Inc. (a)	1,757		35,773
Tetra Tech, Inc. (a)	4,262		98,495
United Stationers, Inc. (a)	1,562		99,140
US Ecology, Inc.	1,521		23,895
Virco Manufacturing Co.	1,086		2,834
WCA Waste Corp. (a)	2,105		12,146
			2,126,717
Construction & Engineering - 0.2%
Foster Wheeler Ag (a)	9,304		260,512
Great Lakes Dredge & Dock Corp.	3,806		29,230
Insituform Technologies, Inc. Class A (a)	2,578		57,077
Integrated Electrical Services, Inc. (a)	652		2,054
Layne Christensen Co. (a)	1,467		48,367
MYR Group, Inc. (a)	1,479		23,324
Northwest Pipe Co. (a)	758		16,820
Primoris Services Corp.	2,215		19,581
Sterling Construction Co., Inc. (a)	1,382		18,643
UniTek Global Services, Inc. (a)	2,400		10,848
			486,456
Electrical Equipment - 0.4%
A-Power Energy Generation Systems, Ltd. (a)(d)	3,139		19,964
A123 Systems, Inc. (a)(d)	7,793		59,928
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
Active Power, Inc. (a)	12,711		$ 26,439
Advanced Battery Technologies, Inc. (a)(d)	4,982		18,832
American Superconductor Corp. (a)(d)	3,216		107,028
Broadwind Energy, Inc. (a)	8,190		15,643
Capstone Turbine Corp. (a)	16,385		12,813
China BAK Battery, Inc. (a)(d)	3,906		7,343
China Electric Motor, Inc.	1,700		8,279
China Recycling Energy Corp. (a)(d)	2,900		8,555
China Ritar Power Corp. (a)(d)	3,274		9,691
Coleman Cable, Inc. (a)	1,065		6,124
Deswell Industries, Inc.	609		1,979
Ecotality, Inc. (a)	654		2,256
Encore Wire Corp.	1,450		33,031
Ener1, Inc. (a)(d)	8,808		38,315
Franklin Electric Co., Inc.	1,509		58,715
FuelCell Energy, Inc. (a)(d)	8,624		9,745
Fushi Copperweld, Inc. (a)	2,570		23,079
Global Power Equipment Group, Inc. (a)	1,100		21,912
Harbin Electric, Inc. (a)	2,087		33,976
Highpower International, Inc. (a)	815		2,755
Hoku Corp. (a)(d)	4,244		10,780
Hydrogenics Corp. (a)	131		498
II-VI, Inc. (a)	2,500		102,075
Jinpan International Ltd.	1,698		17,371
Lihua International, Inc. (a)(d)	1,829		21,911
Lime Energy Co. (a)	1,937		7,942
LSI Industries, Inc.	2,044		18,049
Nexxus Lighting, Inc. (a)	956		2,065
Ocean Power Technologies, Inc. (a)	1,435		8,165
Plug Power, Inc. (a)	6,316		2,558
Powell Industries, Inc. (a)	807		28,390
PowerSecure International, Inc. (a)	871		7,508
Preformed Line Products Co.	259		12,044
Satcon Technology Corp. (a)	5,298		18,702
Ultralife Corp. (a)	1,473		9,221
Valence Technology, Inc. (a)(d)	16,044		21,339
Vicor Corp.	2,800		46,984
Woodward Governor Co.	4,914		165,848
			1,027,852
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	1,294		$ 57,454
Machinery - 1.4%
3D Systems Corp. (a)	2,450		68,943
Altra Holdings, Inc. (a)	2,183		36,631
American Railcar Industries, Inc. (a)	2,226		33,412
Astec Industries, Inc. (a)	1,883		56,396
Bucyrus International, Inc. Class A	5,743		512,046
Chart Industries, Inc. (a)	2,340		74,014
China Fire & Security Group, Inc. (a)	2,036		14,700
China Valves Technology, Inc. (a)(d)	2,643		26,721
China Wind Systems, Inc. (a)	1,970		7,269
Columbus McKinnon Corp. (NY Shares) (a)	1,868		30,654
Commercial Vehicle Group, Inc. (a)	2,120		30,040
Dynamic Materials Corp.	806		12,969
Energy Recovery, Inc. (a)(d)	3,989		13,283
Flow International Corp. (a)	3,549		11,747
Force Protection, Inc. (a)	5,486		28,143
FreightCar America, Inc.	980		24,343
Gencor Industries, Inc. (a)	519		3,669
Hardinge, Inc.	1,062		8,777
Hurco Companies, Inc. (a)	280		5,393
Joy Global, Inc.	7,112		542,788
Key Technology, Inc. (a)	313		5,221
L.B. Foster Co. Class A (a)	891		30,909
Lincoln Electric Holdings, Inc.	3,029		186,768
Makita Corp. sponsored ADR	115		4,143
MFRI, Inc. (a)	146		1,168
Middleby Corp. (a)	1,285		103,404
NN, Inc. (a)	807		8,070
Nordson Corp.	2,471		196,272
Omega Flex, Inc.	414		7,026
PACCAR, Inc.	26,088		1,405,100
PMFG, Inc. (a)	953		14,200
Portec Rail Products, Inc.	692		8,027
RBC Bearings, Inc. (a)	1,554		57,327
Shengkai Innovations, Inc. (a)(d)	500		3,250
SmartHeat, Inc. (a)	2,200		10,450
Sun Hydraulics Corp.	1,419		44,216
Tecumseh Products Co.:
Class A (non-vtg.) (a)	1,265		16,862
Class B (a)	262		3,558
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Thermadyne Holdings Corp. (a)	668		$ 9,993
TriMas Corp. (a)	3,224		64,319
Twin Disc, Inc.	1,506		36,746
Westport Innovations, Inc.	2,762		49,934
Wuhan General Group China Ltd. (a)	1,750		2,223
			3,811,124
Marine - 0.1%
American Commercial Lines, Inc. (a)	1,241		40,953
DryShips, Inc. (a)	20,442		105,685
Eagle Bulk Shipping, Inc. (a)	4,473		22,365
Euroseas Ltd.	2,727		10,553
FreeSeas, Inc. (a)	343		1,348
Newlead Holdings Ltd. (a)	85		227
OceanFreight, Inc. (a)	3,560		3,418
Seanergy Martime Holdings Corp. (a)	3,125		3,125
Star Bulk Carriers Corp. (d)	6,130		17,593
TBS International Ltd. Class A (a)	2,262		8,596
Ultrapetrol (Bahamas) Ltd. (a)	1,325		9,156
			223,019
Professional Services - 0.3%
51job, Inc. sponsored ADR (a)	868		44,042
Acacia Research Corp. - Acacia Technologies (a)	2,802		76,355
Advisory Board Co. (a)	1,397		66,302
Barrett Business Services, Inc.	849		12,591
CoStar Group, Inc. (a)(d)	1,672		88,181
CRA International, Inc. (a)	945		20,885
Exponent, Inc. (a)	1,070		37,364
Heidrick & Struggles International, Inc.	1,475		30,636
Hudson Highland Group, Inc. (a)	1,554		6,340
Huron Consulting Group, Inc. (a)	1,413		32,089
ICF International, Inc. (a)	1,258		30,117
Kelly Services, Inc. Class A (non-vtg.) (a)	2,586		46,225
Kforce, Inc. (a)	2,704		40,857
LECG Corp. (a)	2,460		2,318
Lightbridge Corp. (a)(d)	2,205		11,378
Odyssey Marine Exploration, Inc. (a)	6,577		13,022
On Assignment, Inc. (a)	2,000		13,740
RCM Technologies, Inc. (a)	426		2,049
Resources Connection, Inc.	4,204		70,333
School Specialty, Inc. (a)	1,586		20,031
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Verisk Analytics, Inc. (a)	10,439		$ 315,989
VSE Corp.	427		12,968
			993,812
Road & Rail - 0.4%
AMERCO (a)	1,394		135,134
Arkansas Best Corp.	1,921		47,324
Covenant Transport Group, Inc. Class A (a)	611		5,194
Frozen Food Express Industries, Inc. (a)	1,931		6,816
Heartland Express, Inc.	6,302		97,366
J.B. Hunt Transport Services, Inc.	8,506		310,469
Landstar System, Inc.	3,580		128,701
Marten Transport Ltd.	2,024		43,516
Old Dominion Freight Lines, Inc. (a)	3,846		111,072
P.A.M. Transportation Services, Inc. (a)	668		7,234
Patriot Transportation Holding, Inc. (a)	214		15,926
Quality Distribution, Inc. (a)	1,569		10,889
Saia, Inc. (a)	1,454		21,912
Trailer Bridge, Inc. (a)	724		2,063
Universal Truckload Services, Inc. (a)	990		14,850
USA Truck, Inc. (a)	1,050		13,913
Vitran Corp., Inc. (a)	938		10,881
Werner Enterprises, Inc.	4,976		107,382
YRC Worldwide, Inc. (a)(d)	3,141		10,962
			1,101,604
Trading Companies & Distributors - 0.3%
Aceto Corp.	3,840		28,762
Beacon Roofing Supply, Inc. (a)	3,114		53,530
DXP Enterprises, Inc. (a)	963		20,724
Fastenal Co. (d)	10,589		566,723
H&E Equipment Services, Inc. (a)	2,677		26,636
Houston Wire & Cable Co.	2,312		24,623
Kaman Corp.	1,741		49,044
Lawson Products, Inc.	645		12,971
Mitsui & Co. Ltd. sponsored ADR	45		14,070
Rush Enterprises, Inc.:
Class A (a)	2,392		42,027
Class B (a)	1,009		17,678
Titan Machinery, Inc. (a)	1,583		33,188
			889,976
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Transportation Infrastructure - 0.0%
China Infrastructure Investment Corp. (a)	4,625		$ 2,840
Grupo Aeroportuario Norte SAB de CV ADR (a)(d)	550		8,338
			11,178
TOTAL INDUSTRIALS			14,463,636
INFORMATION TECHNOLOGY - 51.1%
Communications Equipment - 7.3%
Acme Packet, Inc. (a)	4,540		222,369
ADC Telecommunications, Inc. (a)	6,573		83,609
Adtran, Inc.	4,442		138,324
Alvarion Ltd. (a)	5,431		14,229
Anaren, Inc. (a)	1,716		31,248
Arris Group, Inc. (a)	8,843		88,518
Aruba Networks, Inc. (a)	6,629		140,535
AudioCodes Ltd. (a)	1,741		7,887
Aviat Networks, Inc. (a)	3,862		15,989
Bel Fuse, Inc.:
Class A	177		4,076
Class B (non-vtg.)	558		12,527
BigBand Networks, Inc. (a)	5,734		17,087
Black Box Corp.	1,579		56,576
Blue Coat Systems, Inc. (a)	3,096		82,354
Brocade Communications Systems, Inc. (a)	32,892		163,802
Ceragon Networks Ltd. (a)	2,384		25,413
China GrenTech Corp. Ltd. ADR (a)(d)	1,452		4,109
China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)	5,387		21,171
Ciena Corp. (a)(d)	6,750		102,263
Cisco Systems, Inc. (a)	410,263		7,860,639
Cogo Group, Inc. (a)	4,165		31,154
Comtech Telecommunications Corp.	1,949		57,807
DG FastChannel, Inc. (a)	2,008		50,662
Dialogic, Inc. (a)	360		1,854
Digi International, Inc. (a)	3,056		29,338
Ditech Networks, Inc. (a)	1,208		1,740
DragonWave, Inc. (a)	2,480		18,674
EchoStar Holding Corp. Class A (a)	3,192		64,383
EMCORE Corp. (a)(d)	3,730		4,774
EMS Technologies, Inc. (a)	1,352		25,134
Endwave Corp. (a)	412		1,112
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
EXFO, Inc. (sub. vtg.) (a)	2,252		$ 14,127
Extreme Networks, Inc. (a)	7,442		21,805
F5 Networks, Inc. (a)	5,759		759,497
Finisar Corp. (a)	5,634		107,722
Gilat Satellite Networks Ltd. (a)	2,826		13,650
Globecomm Systems, Inc. (a)	1,123		9,489
Harmonic, Inc. (a)	6,840		46,238
Hughes Communications, Inc. (a)	1,719		68,072
Infinera Corp. (a)	8,141		66,431
InterDigital, Inc. (a)	3,092		102,252
Ituran Location & Control Ltd.	1,591		24,470
Ixia (a)	5,463		86,643
JDS Uniphase Corp. (a)	16,035		190,335
KVH Industries, Inc. (a)	1,563		20,710
Loral Space & Communications Ltd. (a)	1,577		115,247
Meru Networks, Inc. (a)	1,000		13,870
Mitel Networks, Inc. (a)	3,745		24,492
NETGEAR, Inc. (a)	2,308		73,348
Network Engines, Inc. (a)	2,771		4,267
Network Equipment Technologies, Inc. (a)	1,783		7,239
NumereX Corp. Class A (a)	847		6,912
Occam Networks, Inc. (a)	2,320		17,261
Oclaro, Inc. (a)	3,681		35,706
Oplink Communications, Inc. (a)	1,737		30,033
Opnext, Inc. (a)	6,299		8,630
ORBCOMM, Inc. (a)	2,897		7,648
Orckit Communications Ltd. (a)(d)	1,533		4,108
Parkervision, Inc. (a)(d)	2,588		1,100
PC-Tel, Inc. (a)	1,155		7,253
Performance Technologies, Inc. (a)	470		841
Polycom, Inc. (a)	5,975		221,105
Powerwave Technologies, Inc. (a)(d)	6,700		14,137
QUALCOMM, Inc.	115,217		5,385,243
RADWARE Ltd. (a)	1,428		44,311
Research In Motion Ltd. (a)	37,835		2,340,095
Riverbed Technology, Inc. (a)	10,434		353,817
SeaChange International, Inc. (a)	3,784		30,423
ShoreTel, Inc. (a)	3,356		23,828
Sierra Wireless, Inc. (a)	2,705		29,827
Silicom Ltd. (a)	400		6,484
Sonus Networks, Inc. (a)	19,406		52,008
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Sycamore Networks, Inc.	2,247		$ 67,455
Symmetricom, Inc. (a)	5,203		34,600
Tekelec (a)	4,857		59,984
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR	18,411		190,002
Telestone Technologies Corp. (a)	578		6,306
Tellabs, Inc.	27,280		172,137
Telular Corp.	871		4,634
Tollgrade Communications, Inc. (a)	443		3,792
UTStarcom, Inc. (a)	8,980		19,217
ViaSat, Inc. (a)	2,704		111,837
Westell Technologies, Inc. Class A (a)	3,694		10,971
ZST Digital Networks, Inc. (a)	576		4,038
			20,455,004
Computers & Peripherals - 9.2%
ActivIdentity Corp. (a)	5,068		16,471
Apple, Inc. (a)	65,614		20,415,750
Avid Technology, Inc. (a)	2,752		42,876
Concurrent Computer Corp. (a)	225		1,076
Cray, Inc. (a)	3,431		24,497
Dell, Inc. (a)	139,761		1,847,640
Dot Hill Systems Corp. (a)	4,517		8,040
Electronics for Imaging, Inc. (a)	4,088		53,512
Hutchinson Technology, Inc. (a)	1,552		4,811
iGO, Inc. (a)	1,162		3,684
Immersion Corp. (a)	1,492		8,370
Intevac, Inc. (a)	2,427		32,279
Isilon Systems, Inc. (a)	4,795		161,831
LaserCard Corp. (a)	492		2,086
Logitech International SA (a)(d)	12,447		240,476
NetApp, Inc. (a)	25,683		1,308,035
Novatel Wireless, Inc. (a)	2,420		23,740
Overland Storage, Inc. (a)	304		389
Presstek, Inc. (a)	2,467		4,564
QLogic Corp. (a)	7,884		141,045
Rimage Corp. (a)	799		12,225
SanDisk Corp. (a)	16,661		743,081
Seagate Technology (a)	34,059		456,731
Silicon Graphics International Corp. (a)	2,701		20,771
Smart Technologies, Inc. Class A (a)	2,900		28,842
STEC, Inc. (a)(d)	3,803		64,632
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Stratasys, Inc. (a)	1,858		$ 62,838
Super Micro Computer, Inc. (a)	2,842		29,273
Synaptics, Inc. (a)	2,366		67,431
Xyratex Ltd. (a)	2,115		32,317
			25,859,313
Electronic Equipment & Components - 1.3%
Agilysys, Inc. (a)	2,256		11,573
Brightpoint, Inc. (a)	6,256		51,299
CalAmp Corp. (a)	4,043		10,188
Cogent, Inc. (a)	6,548		68,689
Cognex Corp.	2,704		75,604
Coherent, Inc. (a)	1,959		80,926
Comverge, Inc. (a)(d)	2,385		15,908
CPI International, Inc. (a)	1,519		29,393
Daktronics, Inc.	3,527		47,544
DDi Corp.	1,501		15,745
Digital Ally, Inc. (a)	1,439		2,245
DTS, Inc. (a)	1,270		59,614
Echelon Corp. (a)	3,399		32,392
Electro Rent Corp.	1,443		21,385
Electro Scientific Industries, Inc. (a)	2,429		36,289
FARO Technologies, Inc. (a)	1,390		36,098
Flextronics International Ltd. (a)	56,990		413,178
FLIR Systems, Inc. (a)	11,154		298,983
Frequency Electronics, Inc. (a)	801		4,950
Funtalk China Holdings Ltd. (a)	3,228		19,594
GTSI Corp. (a)	429		2,059
HLS Systems International Ltd. (a)(d)	3,677		50,044
I. D. Systems Inc. (a)	623		1,657
Identive Group, Inc. (a)	1,068		2,520
Insight Enterprises, Inc. (a)	3,642		45,926
IPG Photonics Corp. (a)	3,185		91,282
Itron, Inc. (a)	2,989		169,686
LeCroy Corp. (a)	1,187		11,027
Littelfuse, Inc.	1,594		73,754
LoJack Corp. (a)	1,208		5,955
Magal Security Systems Ltd. (a)(d)	1,252		3,869
Maxwell Technologies, Inc. (a)	1,992		32,211
Measurement Specialties, Inc. (a)	1,117		28,573
Mercury Computer Systems, Inc. (a)	1,684		29,992
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Microvision, Inc. (a)(d)	9,861		$ 13,904
Molex, Inc. (d)	6,896		143,437
Molex, Inc. Class A (non-vtg.)	5,800		101,036
MTS Systems Corp.	1,440		55,181
Multi-Fineline Electronix, Inc. (a)	2,064		48,091
National Instruments Corp.	5,822		198,647
NetList, Inc. (a)	1,689		3,902
Newport Corp. (a)	3,672		53,354
NU Horizons Electronics Corp. (a)	1,635		11,380
Orbotech Ltd. (a)	3,303		36,399
OSI Systems, Inc. (a)	1,358		47,353
PC Connection, Inc. (a)	2,121		19,131
PC Mall, Inc. (a)	1,949		13,701
Perceptron, Inc. (a)	784		4,030
Planar Systems, Inc. (a)	480		1,032
Plexus Corp. (a)	2,819		76,494
Power-One, Inc. (a)(d)	6,230		58,874
RadiSys Corp. (a)	1,638		14,791
Research Frontiers, Inc. (a)(d)	596		3,028
Richardson Electronics Ltd.	989		10,592
Rofin-Sinar Technologies, Inc. (a)	2,056		59,028
Sanmina-SCI Corp. (a)	5,470		57,162
ScanSource, Inc. (a)	1,823		53,177
SMART Modular Technologies (WWH), Inc. (a)	4,840		27,104
Spectrum Control, Inc. (a)	541		8,261
Tech Data Corp. (a)	3,590		158,211
Tessco Technologies, Inc.	550		8,366
Trimble Navigation Ltd. (a)	8,634		321,530
TTM Technologies, Inc. (a)	5,550		73,565
Universal Display Corp. (a)	2,578		63,831
Viasystems Group, Inc. (a)	1,193		20,699
X-Rite, Inc. (a)(d)	7,258		30,556
Zygo Corp. (a)	1,222		14,004
			3,690,003
Internet Software & Services - 7.6%
Akamai Technologies, Inc. (a)	13,000		678,470
Ancestry.com, Inc.	2,818		80,538
Archipelago Learning, Inc.	1,789		15,439
Art Technology Group, Inc. (a)	10,871		64,900
Autobytel, Inc. (a)	3,159		2,369
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Baidu.com, Inc. sponsored ADR (a)	19,107		$ 2,009,865
China Finance Online Co. Ltd. ADR (a)	2,033		15,329
ChinaCache International Holdings Ltd. sponsored ADR	450		12,465
comScore, Inc. (a)	2,205		48,510
Constant Contact, Inc. (a)(d)	2,338		59,829
CryptoLogic Ltd.	2,831		3,397
DealerTrack Holdings, Inc. (a)	2,806		53,595
Digital River, Inc. (a)	2,765		101,807
EarthLink, Inc.	4,974		44,592
EasyLink Services International Corp. (a)	4,384		19,114
eBay, Inc. (a)	94,272		2,746,143
Enternet Gold Golden Lines Ltd. (a)	1,727		47,579
Equinix, Inc. (a)	3,363		260,969
GigaMedia Ltd. (a)	5,039		7,055
Google, Inc. Class A (a)	17,707		9,839,957
GSI Commerce, Inc. (a)	4,454		106,228
HSW International, Inc. (a)	212		856
IAC/InterActiveCorp (a)	6,745		189,939
InfoSpace, Inc. (a)	3,092		23,870
Internap Network Services Corp. (a)	4,621		24,168
Internet Brands, Inc. Class A (a)	3,000		39,990
Internet Capital Group, Inc. (a)	3,962		49,089
Internet Initiative Japan, Inc. sponsored ADR	728		4,164
iPass, Inc.	2,745		3,267
j2 Global Communications, Inc. (a)	3,673		98,363
Keynote Systems, Inc.	1,025		12,546
KIT Digital, Inc. (a)	1,597		21,991
Ku6 Media Co. Ltd. sponsored ADR (a)	2,051		11,260
Limelight Networks, Inc. (a)	5,569		39,540
Liquidity Services, Inc. (a)	2,232		34,529
LivePerson, Inc. (a)	4,012		38,756
Local.com Corp. (a)	545		2,076
LogMeIn, Inc. (a)	1,658		72,604
LoopNet, Inc. (a)	2,688		28,654
Marchex, Inc. Class B	1,598		11,538
Market Leader, Inc. (a)	3,144		5,942
MediaMind Technologies, Inc. (a)	1,350		17,712
Mercadolibre, Inc. (a)	3,226		205,238
ModusLink Global Solutions, Inc. (a)	3,600		24,120
Move, Inc. (a)	10,906		27,592
NaviSite, Inc. (a)	3,222		11,406
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
NetEase.com, Inc. sponsored ADR (a)	5,266		$ 201,056
NIC, Inc.	5,174		43,203
Open Text Corp. (a)	3,982		168,729
OpenTable, Inc. (a)	1,680		121,867
Openwave Systems, Inc. (a)	4,488		10,726
Perficient, Inc. (a)	2,900		32,712
QuinStreet, Inc. (d)	3,085		61,700
RADVision Ltd. (a)	1,551		12,113
RealNetworks, Inc. (a)	10,884		37,223
Rediff.com India Ltd. sponsored ADR (a)	371		1,135
RightNow Technologies, Inc. (a)	2,428		61,501
Saba Software, Inc. (a)	1,898		11,445
SAVVIS, Inc. (a)	3,819		95,971
SciQuest, Inc.	1,500		20,115
Selectica, Inc. (a)	245		1,220
Sify Technologies Ltd. sponsored ADR (a)(d)	7,477		13,384
Sina Corp. (a)	4,341		277,911
Sohu.com, Inc. (a)	2,711		188,225
SPS Commerce, Inc. (a)	1,000		11,860
Stamps.com, Inc.	989		13,015
Subaye, Inc. (a)	400		2,852
Support.com, Inc. (a)	2,282		14,765
TechTarget, Inc. (a)	3,566		21,218
Terremark Worldwide, Inc. (a)	4,592		54,943
The Knot, Inc. (a)	2,918		27,283
TheStreet.com, Inc.	1,783		4,778
Travelzoo, Inc. (a)	1,418		60,960
United Online, Inc.	6,293		40,055
ValueClick, Inc. (a)	5,743		89,246
VeriSign, Inc. (a)	12,609		432,615
VistaPrint Ltd. (a)(d)	3,115		125,597
Vocus, Inc. (a)	1,536		37,601
Web.com, Inc. (a)	1,607		13,001
WebMD Health Corp. (a)	4,223		216,809
WebMediaBrands, Inc. (a)	1,459		1,196
Yahoo!, Inc. (a)	96,982		1,529,406
Zix Corp. (a)	3,758		14,431
			21,289,227
IT Services - 2.1%
Acorn Energy, Inc. (a)	1,217		4,856
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
Acxiom Corp. (a)	5,551		$ 94,423
Automatic Data Processing, Inc.	35,314		1,573,945
Cass Information Systems, Inc.	612		21,640
China Information Technology, Inc. (a)(d)	3,300		17,424
Cognizant Technology Solutions Corp. Class A (a)	21,283		1,382,969
Computer Task Group, Inc. (a)	1,224		12,056
CSG Systems International, Inc. (a)	2,408		45,319
Dynamics Research Corp. (a)	900		12,231
Echo Global Logistics, Inc. (a)	1,450		16,603
Edgewater Technology, Inc. (a)	1,090		3,139
eLoyalty Corp. (a)	438		2,790
Euronet Worldwide, Inc. (a)	3,381		55,313
ExlService Holdings, Inc. (a)	2,333		48,223
Fiserv, Inc. (a)	10,775		595,858
Forrester Research, Inc.	2,033		70,443
Hackett Group, Inc. (a)	1,964		6,913
iGate Corp.	4,208		84,160
Information Services Group, Inc. (a)	2,794		6,175
Infosys Technologies Ltd. sponsored ADR	7,656		506,444
Innodata Isogen, Inc. (a)	1,720		5,057
Integral Systems, Inc. (a)	2,535		23,119
Lionbridge Technologies, Inc. (a)	3,727		12,150
ManTech International Corp. Class A (a)	1,595		63,672
NCI, Inc. Class A (a)	1,074		23,596
Ness Technologies, Inc. (a)	2,946		13,286
Newtek Business Services, Inc.	1,293		1,771
Online Resources Corp. (a)	2,603		11,271
Paychex, Inc.	25,973		741,269
PFSweb, Inc. (a)	257		1,005
PRG-Schultz International, Inc. (a)	1,378		8,006
Rainmaker Systems, Inc. (a)	1,909		2,501
Sapient Corp.	9,219		109,983
Syntel, Inc.	2,849		136,011
TechTeam Global, Inc. (a)	575		4,790
Teletech Holdings, Inc. (a)	4,340		82,286
Telvent GIT SA (a)	2,411		57,526
Tier Technologies, Inc. Class B (a)	3,261		15,979
Virtusa Corp. (a)	2,940		40,102
Yucheng Technologies Ltd. (a)	1,788		5,811
			5,920,115
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Office Electronics - 0.1%
Zebra Technologies Corp. Class A (a)	3,654		$ 133,152
Semiconductors & Semiconductor Equipment - 9.0%
Actions Semiconductor Co. Ltd. ADR (a)	8,012		17,066
Advanced Analogic Technologies, Inc. (a)	6,334		23,182
Advanced Energy Industries, Inc. (a)	3,107		36,290
Aixtron AG sponsored ADR (d)	769		23,578
Alpha & Omega Semiconductor Ltd. (a)	1,448		17,028
Altera Corp.	21,193		743,662
Amkor Technology, Inc. (a)(d)	13,060		90,898
Amtech Systems, Inc. (a)	413		8,549
ANADIGICS, Inc. (a)	5,180		33,256
Applied Materials, Inc.	96,656		1,201,434
Applied Micro Circuits Corp. (a)	5,170		47,978
ARM Holdings PLC sponsored ADR	5,585		104,719
ASM International NV unit (a)	681		16,868
ASML Holding NV	7,815		255,003
Atheros Communications, Inc. (a)	5,012		163,191
Atmel Corp. (a)	33,897		352,190
ATMI, Inc. (a)	2,419		43,421
AuthenTec, Inc. (a)	1,524		3,277
Avago Technologies Ltd.	17,018		444,340
Axcelis Technologies, Inc. (a)	5,873		14,565
AXT, Inc. (a)	3,766		31,070
Broadcom Corp. Class A	32,176		1,431,510
Brooks Automation, Inc. (a)	5,277		38,258
BTU International, Inc. (a)	402		2,714
Cabot Microelectronics Corp. (a)	1,573		62,086
Camtek Ltd. (a)	1,772		4,465
Canadian Solar, Inc. (a)	3,257		42,406
Cascade Microtech, Inc. (a)	599		2,528
Cavium Networks, Inc. (a)	3,193		117,486
Ceva, Inc. (a)	2,018		46,818
China Sunergy Co. Ltd. ADR (a)(d)	1,739		7,582
ChipMOS TECHNOLOGIES (Bermuda) Ltd. (a)	2,935		4,138
Cirrus Logic, Inc. (a)(d)	5,016		76,594
Cohu, Inc.	2,855		41,340
Conexant Systems, Inc. (a)	5,664		7,703
Cree, Inc. (a)	7,666		499,670
Cymer, Inc. (a)	1,837		69,935
Cypress Semiconductor Corp. (a)	11,788		184,718
Diodes, Inc. (a)	3,379		83,461
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
DSP Group, Inc. (a)	2,504		$ 19,156
Energy Conversion Devices, Inc. (a)	2,972		13,344
Entegris, Inc. (a)	10,671		69,362
Entropic Communications, Inc. (a)	5,377		48,070
Evergreen Solar, Inc. (a)(d)	15,459		12,027
Exar Corp. (a)	4,400		29,480
Ezchip Semiconductor Ltd. (a)	2,049		49,893
FEI Co. (a)	2,571		61,190
First Solar, Inc. (a)(d)	6,145		754,913
FormFactor, Inc. (a)	3,771		34,995
FSI International, Inc. (a)	4,179		14,752
GSI Technology, Inc. (a)	2,209		16,347
GT Solar International, Inc. (a)	10,441		69,850
Himax Technologies, Inc. sponsored ADR	6,926		14,406
Hittite Microwave Corp. (a)	2,011		115,110
Ikanos Communications, Inc. (a)	2,406		2,647
Integrated Device Technology, Inc. (a)	11,149		71,688
Integrated Silicon Solution, Inc. (a)	2,319		18,529
Intel Corp.	399,950		8,446,944
Intersil Corp. Class A	9,498		121,100
IXYS Corp. (a)	3,057		34,208
JA Solar Holdings Co. Ltd. ADR (a)	9,508		65,890
KLA-Tencor Corp.	12,099		443,670
Kopin Corp. (a)	6,157		24,751
Kulicke & Soffa Industries, Inc. (a)	4,659		30,889
Lam Research Corp. (a)	8,787		398,315
Lattice Semiconductor Corp. (a)	9,567		42,573
Linear Technology Corp.	15,429		502,985
LTX-Credence Corp. (a)	3,814		30,054
Marvell Technology Group Ltd. (a)	45,546		878,582
Mattson Technology, Inc. (a)	3,129		8,667
Maxim Integrated Products, Inc.	20,904		486,018
Mellanox Technologies Ltd. (a)	2,648		63,102
MEMSIC, Inc. (a)	1,025		3,106
Micrel, Inc.	5,407		66,939
Microchip Technology, Inc.	12,501		420,159
Micron Technology, Inc. (a)	68,811		499,568
Microsemi Corp. (a)	5,831		129,098
Microtune, Inc. (a)	3,311		9,668
Mindspeed Technologies, Inc. (a)	2,073		12,915
MIPS Technologies, Inc. (a)	3,591		48,802
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
MKS Instruments, Inc. (a)	3,418		$ 69,625
Monolithic Power Systems, Inc. (a)	2,525		40,728
MoSys, Inc. (a)	2,523		10,294
Nanometrics, Inc. (a)	1,596		18,913
Netlogic Microsystems, Inc. (a)	4,834		150,821
Nova Measuring Instruments Ltd. (a)	2,306		15,335
Novellus Systems, Inc. (a)	6,378		192,297
NVE Corp. (a)	362		18,458
NVIDIA Corp. (a)	41,231		560,742
NXP Semiconductors NV (d)	18,400		231,472
O2Micro International Ltd. sponsored ADR (a)	3,450		21,390
Omnivision Technologies, Inc. (a)	3,679		104,079
ON Semiconductor Corp. (a)	30,325		247,300
PDF Solutions, Inc. (a)	3,905		15,581
Pericom Semiconductor Corp. (a)	3,349		33,457
Photronics, Inc. (a)	4,964		31,720
Pixelworks, Inc. (a)	616		2,174
PLX Technology, Inc. (a)	3,185		10,702
PMC-Sierra, Inc. (a)	16,808		121,858
Power Integrations, Inc.	1,872		75,423
QuickLogic Corp. (a)	4,310		25,774
Rambus, Inc. (a)	8,310		166,283
Ramtron International Corp. (a)	3,073		11,186
RDA Microelectronics, Inc. sponsored ADR (d)	650		10,413
RF Micro Devices, Inc. (a)	19,464		136,443
Rubicon Technology, Inc. (a)(d)	1,899		41,664
Rudolph Technologies, Inc. (a)	1,643		12,257
Semtech Corp. (a)	3,850		90,052
Sigma Designs, Inc. (a)	2,077		24,924
Silicon Image, Inc. (a)	7,238		55,515
Silicon Laboratories, Inc. (a)	3,117		132,410
Silicon Motion Technology Corp. sponsored ADR (a)	1,507		6,058
Siliconware Precision Industries Co. Ltd. sponsored ADR	10,286		52,870
Skyworks Solutions, Inc. (a)	12,694		323,062
Solarfun Power Holdings Co. Ltd. ADR (a)	2,999		24,922
Spreadtrum Communications, Inc. ADR (a)(d)	2,695		44,063
Standard Microsystems Corp. (a)	1,492		40,657
SunPower Corp.:
Class A (a)	4,237		49,403
Class B (a)	3,505		40,220
Supertex, Inc. (a)	1,164		29,112
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Tessera Technologies, Inc. (a)	3,447		$ 68,630
Tower Semiconductor Ltd. (a)(d)	15,694		21,815
TranSwitch Corp. (a)	492		1,004
Trident Microsystems, Inc. (a)	11,118		20,568
TriQuint Semiconductor, Inc. (a)	10,881		129,593
Ultra Clean Holdings, Inc. (a)	2,382		18,675
Ultratech, Inc. (a)	1,790		32,882
Varian Semiconductor Equipment Associates, Inc. (a)	5,318		167,677
Veeco Instruments, Inc. (a)	2,926		128,685
Verigy Ltd. (a)	4,358		37,304
Vimicro International Corp. sponsored ADR (a)	1,066		3,379
Volterra Semiconductor Corp. (a)	2,419		54,476
Xilinx, Inc.	18,201		493,611
Zoran Corp. (a)	3,961		27,252
			25,073,947
Software - 14.5%
ACI Worldwide, Inc. (a)	2,700		68,553
Activision Blizzard, Inc.	87,864		1,031,523
Actuate Corp. (a)	3,000		16,920
Adobe Systems, Inc. (a)	37,712		1,045,754
Advent Software, Inc. (a)	1,976		101,922
Allot Communications Ltd. (a)	1,427		11,973
American Software, Inc. Class A	2,162		14,507
ANSYS, Inc. (a)	6,659		322,962
Ariba, Inc. (a)	6,667		134,907
AsiaInfo Holdings, Inc. (a)	5,436		90,509
Aspen Technology, Inc. (a)	6,749		84,363
Authentidate Holding Corp. (a)	9,462		5,961
Autodesk, Inc. (a)	16,311		575,615
Blackbaud, Inc.	3,062		77,499
Blackboard, Inc. (a)(d)	2,331		96,853
BluePhoenix Solutions Ltd. (a)	1,138		2,083
BMC Software, Inc. (a)	12,501		555,044
Bottomline Technologies, Inc. (a)	2,171		41,097
BroadSoft, Inc. (a)	2,000		45,460
CA, Inc.	37,015		847,273
Cadence Design Systems, Inc. (a)	19,909		156,485
Callidus Software, Inc. (a)	2,708		13,053
CDC Corp. Class A (a)	2,515		9,733
Changyou.com Ltd. (A Shares) ADR (a)	656		19,293
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Check Point Software Technologies Ltd. (a)	14,805		$ 634,690
China TransInfo Technlgy Corp. (a)	1,285		6,785
Cinedigm Digital Cinema Corp. (a)	987		1,382
Citrix Systems, Inc. (a)	13,392		889,497
ClickSoftware Technologies Ltd. (a)	3,155		20,508
CommVault Systems, Inc. (a)	3,103		90,390
Compuware Corp. (a)	15,623		160,917
Concur Technologies, Inc. (a)	3,557		182,154
Convio, Inc. (a)	1,400		10,234
Deltek, Inc. (a)	5,101		36,421
DemandTec, Inc. (a)	3,464		35,852
Descartes Systems Group, Inc. (a)	2,850		19,433
Digimarc Corp. (a)	456		12,814
ebix.com, Inc. (a)	2,379		49,364
Electronic Arts, Inc. (a)	22,632		337,443
Epicor Software Corp. (a)	4,405		41,231
EPIQ Systems, Inc.	2,750		35,035
ePlus, Inc. (a)	213		4,942
Evolving Systems, Inc.	2,956		23,352
FalconStor Software, Inc. (a)	4,107		10,925
Fortinet, Inc.	4,851		154,601
Fundtech Ltd. (a)	1,244		19,568
Glu Mobile, Inc. (a)	2,413		5,333
Gravity Co. Ltd. sponsored ADR (a)	917		1,550
Guidance Software, Inc. (a)	905		5,548
Informatica Corp. (a)	6,657		274,801
Interactive Intelligence, Inc. (a)	1,472		39,803
Intuit, Inc. (a)	22,517		1,010,788
Jack Henry & Associates, Inc.	5,180		141,621
JDA Software Group, Inc. (a)	2,777		73,327
Kenexa Corp. (a)	1,647		30,157
KongZhong Corp. sponsored ADR (a)	1,876		13,639
Lawson Software, Inc. (a)	11,584		99,507
Magic Software Enterprises Ltd.	1,246		8,087
Magma Design Automation, Inc. (a)	4,785		19,810
Majesco Entertainment Co. (a)	700		509
Manhattan Associates, Inc. (a)	1,878		58,387
Mentor Graphics Corp. (a)	7,511		84,461
MICROS Systems, Inc. (a)	5,767		252,133
Microsoft Corp.	621,490		15,667,763
MicroStrategy, Inc. Class A (a)	603		52,190
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Monotype Imaging Holdings, Inc. (a)	2,633		$ 29,490
Motricity, Inc. (a)(d)	3,200		95,168
Net 1 UEPS Technologies, Inc. (a)	3,713		45,113
NetScout Systems, Inc. (a)	3,540		78,199
Nice Systems Ltd. sponsored ADR (a)(d)	2,383		73,015
Novell, Inc. (a)	25,131		149,781
Nuance Communications, Inc. (a)	21,390		378,068
Opnet Technologies, Inc.	1,706		41,490
Oracle Corp.	361,111		9,764,441
Parametric Technology Corp. (a)	8,097		173,438
Pegasystems, Inc.	2,704		83,689
Perfect World Co. Ltd. sponsored ADR Class B (a)	3,032		71,858
Pervasive Software, Inc. (a)	1,282		6,731
Progress Software Corp. (a)	3,239		124,928
QAD, Inc.	4,728		22,269
QLIK Technologies, Inc.	5,556		130,955
Quest Software, Inc. (a)	6,496		164,349
Radiant Systems, Inc. (a)	2,762		49,854
RealPage, Inc.	5,100		139,740
Renaissance Learning, Inc.	1,806		21,257
Retalix Ltd. (a)	909		11,817
Rovi Corp. (a)	7,480		412,672
S1 Corp. (a)	3,933		24,935
Shanda Games Ltd. sponsored ADR (a)	5,533		30,985
Shanda Interactive Entertainment Ltd. sponsored ADR (a)(d)	2,181		86,215
Smith Micro Software, Inc. (a)	2,943		43,968
Sonic Foundry, Inc. (a)	478		6,812
Sonic Solutions, Inc. (a)	2,595		25,898
Sourcefire, Inc. (a)	2,245		60,907
SRS Labs, Inc. (a)	2,684		22,868
SS&C Technologies Holdings, Inc. (a)	5,118		99,340
SuccessFactors, Inc. (a)	5,280		159,298
Symantec Corp. (a)	56,799		954,223
Synchronoss Technologies, Inc. (a)	2,767		71,914
Synopsys, Inc. (a)	10,384		266,765
Take-Two Interactive Software, Inc. (a)(d)	6,232		68,957
Taleo Corp. Class A (a)	2,864		87,925
TeleCommunication Systems, Inc. Class A (a)	2,954		13,766
TeleNav, Inc.	3,300		21,516
The9 Ltd. sponsored ADR (a)(d)	1,168		7,475
THQ, Inc. (a)	5,677		28,953
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
TIBCO Software, Inc. (a)	12,051		$ 236,682
TigerLogic Corp. (a)(d)	1,200		5,532
TiVo, Inc. (a)	6,973		57,318
Trintech Group PLC sponsored ADR (a)	659		4,277
Ultimate Software Group, Inc. (a)	1,725		75,676
Vasco Data Security International, Inc. (a)	3,544		30,620
Verint Systems, Inc. (a)	2,200		72,380
Versant Corp. (a)	349		4,139
Voltaire Ltd. (a)	1,910		16,522
Wave Systems Corp. Class A (a)	5,662		14,948
Websense, Inc. (a)	3,100		64,263
			40,719,693
TOTAL INFORMATION TECHNOLOGY			143,140,454
MATERIALS - 1.2%
Chemicals - 0.4%
A. Schulman, Inc.	2,108		42,687
ADA-ES, Inc. (a)	172		820
Altair Nanotechnologies, Inc. (a)(d)	3,677		8,567
American Pacific Corp. (a)	617		3,782
Ampal-American Israel Corp. Class A (a)	2,681		5,282
Balchem Corp.	1,821		56,378
Cereplast, Inc. (a)	820		2,870
China Agritech, Inc. (a)(d)	1,300		14,950
Fuwei Films Holdings Co. Ltd. (a)	926		2,306
Hawkins, Inc.	1,094		47,622
Innophos Holdings, Inc.	1,494		50,886
Innospec, Inc. (a)	2,262		48,520
KMG Chemicals, Inc.	572		8,180
Landec Corp. (a)	4,366		27,331
Material Sciences Corp. (a)	1,000		4,930
Methanex Corp.	6,543		191,714
Nanophase Technologies Corp. (a)	626		670
Penford Corp. (a)	697		4,161
Senomyx, Inc. (a)	1,884		10,626
ShengdaTech, Inc. (a)(d)	5,173		30,986
Sigma Aldrich Corp.	8,601		543,755
TPC Group, Inc. (a)	1,300		36,296
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Yongye International, Inc. (a)(d)	3,018		$ 23,601
Zoltek Companies, Inc. (a)	3,335		30,315
			1,197,235
Construction Materials - 0.0%
China Advanced Construction Materials Group, Inc. (a)	3,904		15,382
United States Lime & Minerals, Inc. (a)	477		19,557
			34,939
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	553		13,300
Silgan Holdings, Inc.	5,395		184,725
			198,025
Metals & Mining - 0.7%
Century Aluminum Co. (a)	6,799		94,132
China Gerui Adv Mat Group Ltd. (a)(d)	2,700		15,093
China Natural Resources, Inc. (a)(d)	1,155		18,145
China Precision Steel, Inc. (a)(d)	3,260		4,955
DRDGOLD Ltd. sponsored ADR (d)	3,237		15,343
Globe Specialty Metals, Inc.	5,451		88,361
Gulf Resources, Inc. (a)(d)	3,255		33,168
Haynes International, Inc.	1,001		38,709
Horsehead Holding Corp. (a)	2,890		33,611
Kaiser Aluminum Corp.	1,568		73,539
Olympic Steel, Inc.	1,095		23,039
Pan American Silver Corp.	7,773		291,099
Qiao Xing Universal Telephone, Inc. (a)(d)	4,546		8,046
Randgold Resources Ltd. sponsored ADR (d)	4,367		410,760
Royal Gold, Inc.	3,734		192,376
Schnitzer Steel Industries, Inc. Class A	1,521		86,834
Silver Standard Resources, Inc. (a)	5,767		150,288
SinoCoking Coal and Coke Chemical Industries, Inc. (a)(d)	1,300		10,738
Steel Dynamics, Inc.	15,636		249,238
Sutor Technology Group Ltd. (a)	5,943		10,757
Universal Stainless & Alloy Products, Inc. (a)	691		21,608
US Energy Corp. (a)	3,179		15,641
			1,885,480
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	2,806		$ 19,361
Pope Resources, Inc. LP	213		7,242
			26,603
TOTAL MATERIALS			3,342,282
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 0.5%
012 Smile.Communications Ltd.	2,149		65,029
8x8, Inc. (a)	8,794		23,216
Alaska Communication Systems Group, Inc.	5,059		53,322
Arbinet-thexchange, Inc. (a)	200		1,360
Atlantic Tele-Network, Inc.	1,084		37,170
Cbeyond, Inc. (a)	2,266		29,866
City Telecom (HK) Ltd. sponsored ADR	459		6,848
Cogent Communications Group, Inc. (a)	3,394		41,000
Consolidated Communications Holdings, Inc.	2,550		46,971
General Communications, Inc. Class A (a)	3,767		42,454
Global Crossing Ltd. (a)	4,081		54,563
Globalstar, Inc. (a)	22,812		35,130
HickoryTech Corp.	972		8,806
Iridium Communications, Inc. (a)	5,293		49,437
Level 3 Communications, Inc. (a)(d)	120,999		120,999
Neutral Tandem, Inc. (a)	2,278		32,735
PAETEC Holding Corp. (a)	10,485		38,795
SureWest Communications (a)	1,410		12,479
Telefonos de Mexico SA de CV Series A sponsored ADR	257		4,073
tw telecom, inc. (a)	10,610		174,853
VocalTec Communications Ltd. (a)	850		23,902
Warwick Valley Telephone Co.	420		6,153
Windstream Corp.	32,759		427,177
			1,336,338
Wireless Telecommunication Services - 1.1%
America Movil SAB de CV Series A sponsored ADR	375		20,246
Clearwire Corp. Class A (a)(d)	16,505		115,865
FiberTower Corp. (a)	5,318		23,186
ICO Global Communications Holdings Ltd. Class A (a)	16,937		25,575
Leap Wireless International, Inc. (a)	5,795		63,079
Linktone Ltd. sponsored ADR (a)	452		642
Millicom International Cellular SA	7,825		679,054
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
NII Holdings, Inc. (a)	12,267		$ 475,469
NTELOS Holdings Corp.	2,836		48,155
Partner Communications Co. Ltd. ADR	591		12,240
SBA Communications Corp. Class A (a)	7,883		308,619
Shenandoah Telecommunications Co.	2,363		41,329
USA Mobility, Inc.	2,100		35,742
Vodafone Group PLC sponsored ADR	56,500		1,415,890
			3,265,091
TOTAL TELECOMMUNICATION SERVICES			4,601,429
UTILITIES - 0.1%
Electric Utilities - 0.0%
MGE Energy, Inc.	1,440		59,458
Otter Tail Corp.	2,439		50,146
			109,604
Gas Utilities - 0.0%
China Natural Gas, Inc. (a)(d)	1,300		6,565
Delta Natural Gas Co., Inc.	344		10,667
			17,232
Independent Power Producers & Energy Traders - 0.0%
Synthesis Energy Systems, Inc. (a)	3,632		3,523
Water Utilities - 0.1%
Artesian Resources Corp. Class A	433		8,127
Cadiz, Inc. (a)	828		9,340
Connecticut Water Service, Inc.	1,238		31,532
Consolidated Water Co., Inc.	1,157		10,216
Middlesex Water Co.	1,342		23,431
Pure Cycle Corp. (a)	764		2,666
Tri-Tech Holding, Inc. (a)	664		7,118
York Water Co.	1,531		24,236
			116,666
TOTAL UTILITIES			247,025
TOTAL COMMON STOCKS (Cost $216,361,024)		272,349,011

U.S. Treasury Obligations - 0.2%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 0.19% to 0.21% 7/28/11 (e) (Cost $599,231)	$ 600,000	$ 599,156

Money Market Funds - 5.7%
	Shares
Fidelity Cash Central Fund, 0.24% (b)	6,794,622		6,794,622
Fidelity Securities Lending Cash Central Fund, 0.25% (b)(c)	9,206,472		9,206,472
TOTAL MONEY MARKET FUNDS (Cost $16,001,094)		16,001,094
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $232,961,349)			288,949,261
NET OTHER ASSETS (LIABILITIES) - (3.1)%			(8,798,934)
NET ASSETS - 100%		280,150,327

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
182 CME E-mini NASDAQ 100 Index Contracts	Dec. 2010	$ 7,705,880	$ (78,358)

The face value of futures purchased as a percentage of net assets is 2.8%

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, 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 the period end, the value of securities pledged amounted to $539,240.

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	$ 6,007
Fidelity Securities Lending Cash Central Fund	299,882
Total	$ 305,889

Other Information

The following is a summary of the inputs used, as of November 30, 2010, 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	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 41,869,061	$ 41,869,061	$ -	$ -
Consumer Staples	5,582,875	5,582,875	-	-
Energy	4,450,241	4,449,719	522	-
Financials	19,380,256	19,379,362	76	818
Health Care	35,271,752	35,271,752	-	-
Industrials	14,463,636	14,448,582	-	15,054
Information Technology	143,140,454	143,140,454	-	-
Materials	3,342,282	3,342,282	-	-
Telecommunication Services	4,601,429	4,601,429	-	-
Utilities	247,025	247,025	-	-
U.S. Government and Government Agency Obligations	599,156	-	599,156	-
Money Market Funds	16,001,094	16,001,094	-	-
Total Investments in Securities:	$ 288,949,261	$ 288,333,635	$ 599,754	$ 15,872
Derivative Instruments:
Liabilities
Futures Contracts	$ (78,358)	$ (78,358)	$ -	$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(57,471)
Cost of Purchases	11,693
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	61,650
Transfers out of Level 3	-
Ending Balance	$ 15,872
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2010	$ (57,471)

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

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of November 30, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (78,358)
Total Value of Derivatives	$ -	$ (78,358)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Income Tax Information

At November 30, 2010, the Fund had a capital loss carryforward of approximately $7,703,215 of which $5,238,336, $260,007 and $2,204,872 will expire in fiscal 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2010
Assets
Investment in securities, at value (including securities loaned of $8,694,928) - See accompanying schedule: Unaffiliated issuers (cost $216,960,255)	$ 272,948,167
Fidelity Central Funds (cost $16,001,094)	16,001,094
Total Investments (cost $232,961,349)		$ 288,949,261
Cash		47,149
Receivable for investments sold		148,558
Receivable for fund shares sold		409,368
Dividends receivable		404,524
Distributions receivable from Fidelity Central Funds		38,736
Prepaid expenses		930
Receivable from investment adviser for expense reductions		50,473
Other receivables		9
Total assets		290,049,008
Liabilities
Payable for investments purchased	$ 82,158
Payable for fund shares redeemed	291,157
Accrued management fee	56,295
Distribution and service plan fees payable	40,479
Payable for daily variation on futures contracts	102,445
Other affiliated payables	42,059
Other payables and accrued expenses	77,616
Collateral on securities loaned, at value	9,206,472
Total liabilities		9,898,681
Net Assets		$ 280,150,327
Net Assets consist of:
Paid in capital		$ 230,829,506
Undistributed net investment income		1,608,695
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(8,197,427)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		55,909,553
Net Assets, for 8,399,830 shares outstanding		$ 280,150,327
Net Asset Value, offering price and redemption price per share ($280,150,327 ÷ 8,399,830 shares)		$ 33.35

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2010
Investment Income
Dividends		$ 2,439,412
Interest		2,764
Income from Fidelity Central Funds (including $299,882 from security lending)		305,889
Total income		2,748,065
Expenses
Management fee	$ 612,163
Transfer agent fees	357,710
Distribution and service plan fees	153,099
Licensing fees	153,099
Accounting and security lending fees	100,333
Custodian fees and expenses	14,506
Independent trustees' compensation	1,402
Registration fees	33,180
Audit	52,301
Legal	1,088
Miscellaneous	2,864
Total expenses before reductions	1,481,745
Expense reductions	(587,962)	893,783
Net investment income (loss)		1,854,282
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(2,470,543)
Foreign currency transactions	1,285
Futures contracts	331,487
Capital gain distributions from Fidelity Central Funds	635
Total net realized gain (loss)		(2,137,136)
Change in net unrealized appreciation (depreciation) on: Investment securities	38,983,232
Assets and liabilities in foreign currencies	(1)
Futures contracts	(115,264)
Total change in net unrealized appreciation (depreciation)		38,867,967
Net gain (loss)		36,730,831
Net increase (decrease) in net assets resulting from operations		$ 38,585,113

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2010	Year ended November 30, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,854,282	$ 1,231,534
Net realized gain (loss)	(2,137,136)	318,530
Change in net unrealized appreciation (depreciation)	38,867,967	56,722,497
Net increase (decrease) in net assets resulting from operations	38,585,113	58,272,561
Distributions to shareholders from net investment income	(1,165,841)	(1,155,385)
Share transactions Proceeds from sales of shares	107,954,188	102,813,332
Reinvestment of distributions	1,117,280	1,098,205
Cost of shares redeemed	(87,310,674)	(58,869,179)
Net increase (decrease) in net assets resulting from share transactions	21,760,794	45,042,358
Redemption fees	68,572	87,347
Total increase (decrease) in net assets	59,248,638	102,246,881
Net Assets
Beginning of period	220,901,689	118,654,808
End of period (including undistributed net investment income of $1,608,695 and undistributed net investment income of $952,669, respectively)	$ 280,150,327	$ 220,901,689
Other Information Shares
Sold	3,473,521	4,345,451
Issued in reinvestment of distributions	38,132	53,105
Redeemed	(2,852,299)	(2,451,844)
Net increase (decrease)	659,354	1,946,712

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

Annual Report

Financial Highlights

Years ended November 30,	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 28.54	$ 20.48	$ 35.88	$ 32.95	$ 30.32
Income from Investment Operations
Net investment income (loss) B	.22	.18	.22	.18	.14
Net realized and unrealized gain (loss)	4.73	8.07	(14.96)	3.07	2.69
Total from investment operations	4.95	8.25	(14.74)	3.25	2.83
Distributions from net investment income	(.15)	(.20)	(.18)	(.10)	(.08)
Distributions from net realized gain	-	-	(.50)	(.25)	(.13)
Total distributions	(.15)	(.20)	(.68)	(.35)	(.21)
Redemption fees added to paid in capital B	.01	.01	.02	.03	.01
Net asset value, end of period	$ 33.35	$ 28.54	$ 20.48	$ 35.88	$ 32.95
Total Return A	17.45%	40.70%	(41.83)%	10.05%	9.42%
Ratios to Average Net Assets C,E
Expenses before reductions	.58%	.62%	.61%	.60%	.58%
Expenses net of fee waivers, if any	.35%	.35%	.35%	.35%	.42%
Expenses net of all reductions	.35%	.35%	.35%	.35%	.42%
Net investment income (loss)	.73%	.75%	.72%	.52%	.47%
Supplemental Data
Net assets, end of period (000 omitted)	$ 280,150	$ 220,902	$ 118,655	$ 190,571	$ 179,412
Portfolio turnover rate D	8%	3%	13%	18%	7%

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

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2010

1. Organization.

Fidelity Nasdaq Composite Index 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 may invest 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 in these circumstances. 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 are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses 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 rate 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of November 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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 short-term gain distributions from the Fidelity Central Funds, futures transactions, foreign currency transactions, market discount, 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	$ 86,378,774
Gross unrealized depreciation	(30,963,434)
Net unrealized appreciation (depreciation)	$ 55,415,340
Tax Cost	$ 233,533,921

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 1,633,619
Capital loss carryforward	$ (7,703,215)
Net unrealized appreciation (depreciation)	$ (55,391,049)

The tax character of distributions paid was as follows:

	November 30, 2010	November 31, 2009
Ordinary Income	$ 1,165,841	$ 1,155,385

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days are subject to a redemption fee equal to .75% of the net asset value 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. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts in order to meet its investment objectives. The strategy is to use 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 may increase or decrease 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 sell 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. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

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 uses 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 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). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

The underlying face amount at value of open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $331,487 and a change in net unrealized appreciation (depreciation) of ($115,264) 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 $35,657,657 and $19,381,087, respectively.

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Notes to Financial Statements - continued

6. 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 that is based on an annual rate of .24% of the Fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Service Plan. The Fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a distribution fee based on an annual percentage of the Fund's average net assets of up to .25%. In addition, FDC pays NASDAQ for marketing services provided to the Fund. For the period, the distribution fees were equivalent to an annual rate of .06% of average net assets. The total fees and amounts retained by FDC were $153,099 and $0, respectively.

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 annual rate of .14% 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 the 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.

Licensing Fees. Under the terms of a license agreement, FMR pays NASDAQ an annual licensing fee for the use of the NASDAQ Composite Index. FMR has entered into a sub-license agreement with the Fund whereby the Fund pays FMR the amount of the license fee at the rate of up to .06% of the Fund's average net assets.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 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 $966 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. 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. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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.

9. Expense Reductions.

FMR contractually agreed to waive expenses of the Fund to the extent annual operating expenses exceeded .35% of average net assets. This waiver will remain in place through January 31, 2012. Some expenses, for example interest expense, including commitment fees, are excluded from this waiver. During the period this waiver reduced the Fund's expenses by $587,950.

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 $12.

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Nasdaq Composite Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Nasdaq Composite Index Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of November 30, 2010, 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2010, 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 Nasdaq Composite Index Fund as of November 30, 2010, the results of its operations for the year then ended, the changes in its net assets for the 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.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts
January 19, 2011

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive 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 219 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members 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 Acting 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. 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. The responsibilities of each 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, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+
James C. Curvey (75)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Ronald P. O'Hanley is President, Asset Management and Corporate Services, for Fidelity Investments and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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, Age; Principal Occupations and Other Relevant Experience+
Dennis J. Dirks (62)
	Year of Election or Appointment: 2005 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 (57)
	Year of Election or Appointment: 2008 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 The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (66)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (66)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special 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.
David M. Thomas (61)
	Year of Election or Appointment: 2008 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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

⁺ 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 Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (80)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Formerly Trustee and Chairman of the Board of Trustees of certain Trusts, Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
Peter S. Lynch (66)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income 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).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also 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.
Scott C. Goebel (42)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (41)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).
Holly C. Laurent (56)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (63)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (49)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (52)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity 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).

Annual Report

Distributions (Unaudited)

The fund designates 93% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 94% of the dividend 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Nasdaq Composite Index 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 considers at each of its meetings 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 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 2010 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 expenses; (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 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 fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, with 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 investment adviser's 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 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a broad-based securities market index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the fund's cumulative total returns and the cumulative total returns of a broad-based securities market index ("benchmark").

Fidelity Nasdaq Composite Index Fund

The Board noted that the investment performance of the fund was lower than its benchmark for all the periods shown, but considered that the performance of the fund and benchmark may vary due to valuation differences or due to fees and transaction costs, which apply to the fund but not to the benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses 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 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. "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 39% means that 61% 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Nasdaq Composite Index 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 2009.

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 Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses 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 expenses ranked above its competitive median for 2009. The Board also considered that, following discussions with the Board, FMR contractually agreed to waive a portion of its management fee until January 31, 2011, to the extent necessary to maintain the fund's total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses) at 35 basis points.

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. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the fund's total expenses were reasonable, although above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

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 audited books and records of Fidelity. 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were satisfied that the profitability was not excessive in the circumstances.

Annual Report

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.

In February 2009, the Board 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 concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

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

Press

For mutual fund and brokerage trading.

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report

To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

Automated line for quickest service

EIF-UANN-0111
1.795563.107

Fidelity®
Nasdaq Composite® Index Tracking Stock

Annual Report

November 30, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
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.
Premium/Discount Analysis	<Click Here>	Information regarding the fund's NAV and market price.
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-FIDELITY to request a free copy of the proxy voting guidelines.

Nasdaq®, OMX®, NASDAQ OMX®, Nasdaq Composite® and The Nasdaq Stock Market®, Inc. are registered trademarks of The NASDAQ OMX Group, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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

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

Annual Report

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

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

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

Equities have staged a rally in the second half of 2010, shaking off concerns about the European debt crisis and the possibility of a double-dip recession in the U.S. Although the short-term surge pushed major equity indexes back into positive territory for the year, several questions remain about the longer-term outlook, including lackluster economic growth and persistently high unemployment. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

The fund's net asset value per share (NAV) performance is based on the NAV calculated each business day. It is calculated in accordance with the standard formula for valuing mutual fund shares as of the close of regular trading hours on The Nasdaq Stock Market, normally 4:00 p.m. Eastern time (or NYSE if NASDAQ is closed). The fund's market price performance is based on the daily closing price of the shares of the fund on The Nasdaq Stock Market.

Cumulative total returns reflect performance over the period shown generally by adding one year's return - positive or negative - to the next year's return. NAV and closing market price average annual returns reflect the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any), at NAV and Market Price, respectively, and assumes 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 or selling of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Cumulative Total Returns

Periods ended November 30, 2010	Past 1 year	Past 5 years	Life of fund A
Fidelity® Nasdaq Composite® Index Tracking Stock - NAV	17.35%	15.73%	42.86%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	17.73%	15.79%	42.77%
Nasdaq Composite® Index	17.58%	16.62%	45.35%

Average Annual Total Returns

Periods ended November 30, 2010	Past 1 year	Past 5 years	Life of fund A
Fidelity Nasdaq Composite Index Tracking Stock - NAV	17.35%	2.97%	5.09%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	17.73%	2.98%	5.08%

^A From September 25, 2003.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite® Index Tracking Stock - NAV on September 25, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Nasdaq Composite® Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite bouts of volatility and concern over European debt woes, major U.S. stock markets recorded solid gains for the year ending November 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks extended their 2009 upswing in the first five months of the period on signs the Great Recession was over. However, high unemployment in the U.S. and sovereign debt problems in Europe sent equities falling during the spring. Markets vacillated for much of the summer before regaining momentum in the fall, with the large-cap S&P 500® Index posting its best September/October performance since 1998. By November, however, Ireland's debt took center stage, along with slower growth in China and additional quantitative easing in the U.S., unnerving investors and cooling down markets. For the full 12 months, the S&P 500® rose 9.94%, while the blue-chip-laden Dow Jones Industrial Average^SM added 9.33%. Both were bested by the technology-heavy Nasdaq Composite® Index, which advanced 17.58%. Overall, it was a broad-based rally, with economically sensitive sectors among the biggest gainers. Stocks of mid- and small-sized companies fared better than their larger-cap counterparts, advancing 24.04% and 26.98%, respectively, as measured by the Russell Midcap® and Russell 2000® indexes.

Comments from Jeffrey Adams, who oversees Fidelity® Nasdaq Composite® Index Tracking Stock's investment management team as Head of Indexing for Geode Capital Management, LLC: For the year, the fund returned 17.35%, in line with the Nasdaq Composite Index. The fund's market price returned 17.73%. Personal computer and consumer-electronics maker Apple was the top contributor, as its stock gained more than 55% on strong sales. Oracle, a database-software manufacturer, benefited from good sales and profit growth, while Baidu.com, the leading Internet search company in China, and leading semiconductor maker Intel also contributed. Apart from technology, several television-service providers made notable contributions, including Comcast and DIRECTV. Much-better-than-expected earnings lifted shares of "name your own price" travel agency Priceline.com. In contrast, the biggest detractors were software giant Microsoft and networking equipment maker Cisco Systems. Internet search company Google lost modest ground, while digital publishing software company Adobe Systems experienced a sharp share-price drop in September. Elsewhere, biotechnology stocks Gilead Sciences and Amgen declined. For-profit education provider Apollo Group, operator of the online University of Phoenix, saw its shares fall on concerns about government regulation of the for-profit education industry. Semiconductor device manufacturer Micron Technology also struggled.

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

Premium/Discount Analysis (Unaudited)

Shares of Fidelity® Nasdaq Composite® Index Tracking Stock (the fund) are listed on The Nasdaq Stock Market® and can be bought and sold on the secondary market at market prices. Although the market price is expected to approximate the fund's NAV, it is possible that the market price and NAV will vary significantly. The closing market price is the daily closing price as reported on The Nasdaq Stock Market.

Premiums or discounts are the differences (expressed as a basis point differential with 1 basis point equaling 1/100 of 1%) between the fund's NAV and closing market price. A premium indicates that the closing market price is trading above the NAV. A discount indicates that the closing market price is trading below the NAV. A discrepancy may exist with respect to the timing of when the NAV is calculated and the determination of the closing market price.

The chart below presents information about the differences between the fund's daily closing market price and the fund's NAV.

Period Ended November 30, 2010

From December 1, 2005
to November 30, 2010		Closing Price Below NAV		Closing Price Above or Equal to NAV
	Basis Point Differential	Number of Days	% of Total Days	Number of Days	% of Total Days
	0 - <25	572	45.47%	431	34.26%
	25 - <50	95	7.55%	55	4.37%
	50 - <75	26	2.07%	26	2.07%
	75 - <100	10	0.79%	9	0.72%
	100 or above	16	1.27%	18	1.43%
	Total	719	57.15%	539	42.85%

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, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2010 to November 30, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. 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	Beginning Account Value June 1, 2010	Ending Account Value November 30, 2010	Expenses Paid During Period* June 1, 2010 to November 30, 2010
Actual	.30%	$ 1,000.00	$ 1,111.40	$ 1.59
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,023.56	$ 1.52

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2010
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	7.5	6.8
Microsoft Corp.	5.8	6.6
Google, Inc. Class A	3.6	3.5
Oracle Corp.	3.6	3.3
Intel Corp.	3.1	3.5
Cisco Systems, Inc.	2.9	3.9
Amazon.com, Inc.	2.1	1.7
QUALCOMM, Inc.	2.0	1.8
Amgen, Inc.	1.4	1.5
Comcast Corp. Class A	1.1	1.1
	33.1
Market Sectors as of November 30, 2010
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	52.5	51.7
Consumer Discretionary	15.4	14.6
Health Care	12.9	14.2
Financials	7.1	7.7
Industrials	5.3	5.6
Consumer Staples	2.1	1.9
Telecommunication Services	1.7	1.6
Energy	1.6	1.3
Materials	1.2	1.1
Utilities	0.1	0.1
Asset Allocation (% of fund's net assets)
To match the Nasdaq Composite Index, Fidelity Nasdaq Composite Index Tracking Stock seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2010

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value
CONSUMER DISCRETIONARY - 15.4%
Auto Components - 0.2%
Amerigon, Inc. (a)	1,126		$ 11,823
Ballard Power Systems, Inc. (a)(d)	4,911		6,410
China Automotive Systems, Inc. (a)(d)	976		14,591
China XD Plastics Co. Ltd. (a)	1,500		8,175
Dorman Products, Inc. (a)	813		32,122
Exide Technologies (a)	2,941		24,057
Federal-Mogul Corp. Class A (a)	3,831		71,640
Fuel Systems Solutions, Inc. (a)	788		27,233
Gentex Corp.	5,425		113,871
Quantum Fuel Systems Technologies Worldwide, Inc. (a)	7,301		3,786
Shiloh Industries, Inc. (a)	795		8,848
SORL Auto Parts, Inc. (a)	706		6,531
Spartan Motors, Inc.	1,617		8,554
Wonder Auto Technology, Inc. (a)(d)	1,170		9,746
			347,387
Automobiles - 0.1%
Kandi Technologies Corp. (a)	1,230		7,048
Tesla Motors, Inc. (a)(d)	3,525		124,538
			131,586
Distributors - 0.1%
Audiovox Corp. Class A (a)	1,512		10,357
Core-Mark Holding Co., Inc. (a)	470		17,014
LKQ Corp. (a)	5,616		121,165
Weyco Group, Inc.	600		14,526
			163,062
Diversified Consumer Services - 0.5%
American Public Education, Inc. (a)	786		26,858
Apollo Group, Inc. Class A (non-vtg.) (a)	5,838		198,492
Cambium Learning Group, Inc. (a)	1,422		4,238
Capella Education Co. (a)	696		38,134
Career Education Corp. (a)	3,323		59,116
ChinaCast Education Corp. (a)	1,400		10,864
Coinstar, Inc. (a)	1,281		82,548
Corinthian Colleges, Inc. (a)(d)	3,336		13,778
Education Management Corp. (a)(d)	5,400		76,248
Global Education & Technology Group Ltd. ADR (a)	330		3,020
Grand Canyon Education, Inc. (a)	1,755		33,415
Learning Tree International, Inc.	981		9,732
Lincoln Educational Services Corp.	1,060		15,540
Matthews International Corp. Class A	1,320		42,874
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
National American University Holdings, Inc.	744		$ 5,104
Princeton Review, Inc. (a)	1,131		1,074
Steiner Leisure Ltd. (a)	630		25,339
Stewart Enterprises, Inc. Class A	4,161		23,593
StoneMor Partners LP	522		15,164
Strayer Education, Inc.	538		73,098
			758,229
Hotels, Restaurants & Leisure - 1.9%
AFC Enterprises, Inc. (a)	1,036		13,758
Ambassadors Group, Inc.	986		10,856
Ambassadors International, Inc. (a)	69		117
Ameristar Casinos, Inc.	2,331		41,632
Benihana, Inc. (a)	136		1,034
Benihana, Inc. Class A (sub. vtg.) (a)	256		1,981
BJ's Restaurants, Inc. (a)(d)	1,200		43,980
Bob Evans Farms, Inc.	1,335		41,572
Bravo Brio Restaurant Group, Inc.	500		8,780
Buffalo Wild Wings, Inc. (a)	636		30,840
California Pizza Kitchen, Inc. (a)	1,056		17,857
Caribou Coffee Co., Inc. (a)	636		6,958
Carrols Restaurant Group, Inc. (a)	690		4,892
Century Casinos, Inc. (a)	1,051		2,396
China Lodging Group Ltd. ADR	341		8,112
Churchill Downs, Inc.	808		31,989
Cosi, Inc. (a)	2,856		3,284
Cracker Barrel Old Country Store, Inc.	891		46,920
Ctrip.com International Ltd. sponsored ADR (a)	5,723		250,782
Denny's Corp. (a)	5,491		20,097
Einstein Noah Restaurant Group, Inc. (a)	801		10,237
Empire Resorts, Inc. (a)	1,786		1,840
Gaming Partners International Corp.	405		2,345
Great Wolf Resorts, Inc. (a)	1,656		3,858
Home Inns & Hotels Management, Inc. sponsored ADR (a)	1,000		47,610
International Speedway Corp. Class A	1,079		25,562
Interval Leisure Group, Inc. (a)	1,956		32,411
Isle of Capri Casinos, Inc. (a)	1,311		11,524
Jack in the Box, Inc. (a)	1,994		40,109
Jamba, Inc. (a)	2,631		5,315
Lakes Entertainment, Inc. (a)	1,276		2,743
McCormick & Schmick's Seafood Restaurants (a)	786		6,870
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Melco PBL Entertainment (Macau) Ltd. sponsored ADR (a)	6,671		$ 39,826
Monarch Casino & Resort, Inc. (a)	976		11,722
Morgans Hotel Group Co. (a)	1,296		9,901
MTR Gaming Group, Inc. (a)	1,590		3,180
Multimedia Games, Inc. (a)	1,111		4,800
O'Charleys, Inc. (a)	1,021		7,065
P.F. Chang's China Bistro, Inc.	911		46,042
Panera Bread Co. Class A (a)	1,154		115,677
Papa John's International, Inc. (a)	1,026		26,276
Peet's Coffee & Tea, Inc. (a)	509		19,408
Penn National Gaming, Inc. (a)	3,230		113,405
Premier Exhibitions, Inc. (a)	1,531		2,940
Red Robin Gourmet Burgers, Inc. (a)	795		14,731
Rick's Cabaret International, Inc. (a)	546		3,795
Ruth's Hospitality Group, Inc. (a)	1,954		9,653
Scientific Games Corp. Class A (a)	3,891		31,323
Shuffle Master, Inc. (a)	2,856		30,645
Sonic Corp. (a)	2,295		21,481
Starbucks Corp.	29,000		887,400
Texas Roadhouse, Inc. Class A (a)	2,651		45,306
The Cheesecake Factory, Inc. (a)	2,676		85,284
Town Sports International Holdings, Inc. (a)	1,156		3,873
Wynn Resorts Ltd.	4,775		482,753
			2,794,747
Household Durables - 0.2%
Bassett Furniture Industries, Inc. (a)	831		3,424
Cavco Industries, Inc. (a)	221		8,058
Deer Consumer Products, Inc. (a)(d)	1,000		11,170
Dixie Group, Inc. (a)	511		1,671
Flexsteel Industries, Inc.	324		5,647
Garmin Ltd. (d)	7,663		221,920
Helen of Troy Ltd. (a)	1,061		25,061
Hooker Furniture Corp.	791		8,994
iRobot Corp. (a)	926		18,798
Lifetime Brands, Inc. (a)	540		7,960
Palm Harbor Homes, Inc. (a)	1,816		245
SodaStream International Ltd.	400		13,200
Stanley Furniture Co., Inc. (a)	901		2,946
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Stanley Furniture Co., Inc. rights 12/8/10 (a)	901		$ 59
Universal Electronics, Inc. (a)	671		18,439
			347,592
Internet & Catalog Retail - 3.5%
1-800-FLOWERS.com, Inc. Class A (a)	1,800		3,582
Amazon.com, Inc. (a)	17,450		3,060,730
Bidz.com, Inc. (a)	966		1,256
Blue Nile, Inc. (a)(d)	666		32,934
dELiA*s, Inc. (a)	1,231		2,130
drugstore.com, Inc. (a)	3,246		5,583
Expedia, Inc.	10,075		265,275
Gaiam, Inc. Class A	826		6,212
Geeknet, Inc. (a)	322		6,717
HSN, Inc. (a)	2,103		59,620
Liberty Media Corp. Interactive Series A (a)	23,133		357,636
MakeMyTrip Ltd. (d)	1,383		39,305
Mecox Lane Ltd. ADR	420		3,444
Netflix, Inc. (a)	2,055		423,125
NutriSystem, Inc.	1,365		28,215
Overstock.com, Inc. (a)	971		14,973
PetMed Express, Inc.	1,226		21,737
Priceline.com, Inc. (a)	1,875		738,844
Shutterfly, Inc. (a)	1,000		33,000
US Auto Parts Network, Inc. (a)	1,216		9,716
ValueVision Media, Inc. Class A (a)	1,606		5,605
Vitacost.com, Inc. (a)	1,100		6,820
			5,126,459
Leisure Equipment & Products - 0.3%
Arctic Cat, Inc. (a)	780		11,630
Clarus Corp. (a)	810		5,621
JAKKS Pacific, Inc. (a)	1,086		20,906
Mattel, Inc.	14,010		362,018
Pool Corp.	1,926		40,812
RC2 Corp. (a)	870		19,271
Smith & Wesson Holding Corp. (a)	2,189		8,406
Summer Infant, Inc. (a)	940		6,777
			475,441
Media - 5.5%
AirMedia Group, Inc. ADR (a)	2,088		14,428
Ascent Media Corp. (a)	730		22,564
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Beasley Broadcast Group, Inc. Class A (a)	961		$ 3,882
Carmike Cinemas, Inc. (a)	600		5,034
Central European Media Enterprises Ltd. Class A (a)(d)	2,189		41,941
Charter Communications, Inc. Class A (a)	4,300		144,136
China MediaExpress Holdings, Inc. (a)(d)	1,463		24,681
China Yida Holding Co. (a)	803		7,645
ChinaNet Online Holdings, Inc. (a)	700		2,758
CKX, Inc. (a)	4,476		18,486
Comcast Corp.:
Class A	80,700		1,614,000
Class A (special) (non-vtg.)	28,955		549,276
Crown Media Holdings, Inc. Class A (a)(d)	13,065		34,361
CTC Media, Inc.	6,015		135,398
Cumulus Media, Inc. Class A (a)	2,040		7,242
Daily Journal Corp. (a)	40		2,887
DIRECTV (a)	34,000		1,412,020
Discovery Communications, Inc. (a)	5,517		224,983
Discovery Communications, Inc. Class C (a)	5,438		193,103
DISH Network Corp. Class A	8,361		153,759
DreamWorks Animation SKG, Inc. Class A (a)	2,951		91,451
Emmis Communications Corp. Class A (a)	1,171		703
Fisher Communications, Inc. (a)	375		7,519
Focus Media Holding Ltd. ADR (a)	5,085		118,633
Global Sources Ltd. (a)	1,719		15,557
Global Traffic Network, Inc. (a)	576		5,207
Harris Interactive, Inc. (a)	2,721		2,340
IMAX Corp. (a)	2,611		71,045
Insignia Systems, Inc. (a)	1,214		8,547
interCLICK, Inc. (a)	645		3,844
Knology, Inc. (a)	1,497		23,039
Lamar Advertising Co. Class A (a)	3,066		112,676
Liberty Global, Inc.:
Class A (a)(d)	5,000		176,300
Class B (a)	206		7,432
Class C (a)	4,833		162,582
Liberty Media Corp.:
Capital Series A (a)	3,531		203,315
Starz Series A (a)	1,986		124,810
LodgeNet Entertainment Corp. (a)	1,156		3,584
Madison Square Garden, Inc. Class A (a)	2,409		52,853
MDC Partners, Inc. Class A (sub. vtg.)	1,636		23,329
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Mediacom Communications Corp. Class A (a)	1,660		$ 14,027
Morningstar, Inc.	1,903		95,930
National CineMedia, Inc.	2,100		39,186
Navarre Corp. (a)	1,456		3,320
New Frontier Media, Inc. (a)	1,456		2,796
News Corp.:
Class A	70,969		968,017
Class B	31,125		474,034
Nexstar Broadcasting Group, Inc. Class A (a)	1,349		7,285
Outdoor Channel Holdings, Inc. (a)	1,002		6,513
Private Media Group, Inc. (a)	786		920
Radio One, Inc. Class D (non-vtg.) (a)	2,013		2,174
ReachLocal, Inc.	1,032		17,792
Rentrak Corp. (a)	486		12,830
RRSat Global Communications Network Ltd.	906		6,333
Salem Communications Corp. Class A	702		2,345
Scholastic Corp.	1,400		39,340
Sinclair Broadcast Group, Inc. Class A	1,914		14,834
Sirius XM Radio, Inc. (a)(d)	155,000		212,350
Spanish Broadcasting System, Inc. Class A (a)	1,618		1,181
SuperMedia, Inc. (a)	550		2,486
Value Line, Inc.	450		6,480
Virgin Media, Inc.	13,086		333,431
VisionChina Media, Inc. ADR (a)(d)	3,138		11,548
Westwood One, Inc. (a)(d)	795		7,497
WPP PLC sponsored ADR	510		28,331
Xinhua Sports & Entertainment sponsored ADR (a)	5,007		1,251
			8,139,581
Multiline Retail - 0.4%
Dollar Tree, Inc. (a)	4,893		268,870
Fred's, Inc. Class A	1,836		23,482
Gordmans Stores, Inc.	821		10,476
Sears Holdings Corp. (a)(d)	4,461		292,196
The Bon-Ton Stores, Inc. (a)	511		6,858
Tuesday Morning Corp. (a)	1,641		8,533
			610,415
Specialty Retail - 2.1%
A.C. Moore Arts & Crafts, Inc. (a)	871		2,021
America's Car Mart, Inc. (a)	495		12,558
AutoChina International Ltd. (a)(d)	677		16,911
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
bebe Stores, Inc.	3,505		$ 22,572
Bed Bath & Beyond, Inc. (a)	10,250		448,335
Big 5 Sporting Goods Corp.	1,041		14,366
Body Central Corp.	650		7,937
Books-A-Million, Inc.	771		4,911
Cache, Inc. (a)	691		2,937
Casual Male Retail Group, Inc. (a)	2,259		10,843
Charming Shoppes, Inc. (a)	5,121		19,485
Citi Trends, Inc. (a)	615		14,569
Coldwater Creek, Inc. (a)	3,396		11,478
Conn's, Inc. (a)(d)	1,091		3,491
Cost Plus, Inc. (a)	841		6,484
Destination Maternity Corp. (a)	479		18,336
Dress Barn, Inc. (a)	3,090		76,323
Finish Line, Inc. Class A	1,876		33,487
Golfsmith International Holdings, Inc. (a)	570		1,676
Hibbett Sports, Inc. (a)	1,161		39,764
Hot Topic, Inc.	1,891		11,592
Jos. A. Bank Clothiers, Inc. (a)	960		43,238
Kirkland's, Inc. (a)	931		11,125
Monro Muffler Brake, Inc.	785		38,810
O'Reilly Automotive, Inc. (a)	5,233		314,922
Pacific Sunwear of California, Inc. (a)	2,790		17,549
PetSmart, Inc.	4,688		177,488
Rent-A-Center, Inc.	2,661		74,082
Ross Stores, Inc.	4,742		307,661
rue21, Inc.	1,041		31,240
Select Comfort Corp. (a)	2,041		17,940
Shoe Carnival, Inc. (a)	477		13,232
Staples, Inc.	28,200		620,682
Stein Mart, Inc.	1,770		17,523
Tandy Leather Factory, Inc.	422		1,853
The Children's Place Retail Stores, Inc. (a)	873		45,317
Tractor Supply Co.	2,820		119,765
Trans World Entertainment Corp. (a)	2,931		5,041
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	2,339		81,748
Urban Outfitters, Inc. (a)	6,403		241,969
West Marine, Inc. (a)	916		8,766
Wet Seal, Inc. Class A (a)	4,042		13,217
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Winmark Corp.	300		$ 9,645
Zumiez, Inc. (a)	1,176		37,409
			3,030,298
Textiles, Apparel & Luxury Goods - 0.6%
Cherokee, Inc.	405		7,979
Columbia Sportswear Co.	1,371		76,282
Crocs, Inc. (a)	3,216		56,425
Deckers Outdoor Corp. (a)	1,592		122,425
Exceed Co. Ltd. (a)	1,148		9,586
Fossil, Inc. (a)	2,490		168,449
Fuqi International, Inc. (a)	1,042		6,387
G-III Apparel Group Ltd. (a)	750		20,528
Heelys, Inc. (a)	960		3,158
Iconix Brand Group, Inc. (a)	2,850		53,238
Joe's Jeans, Inc. (a)(d)	2,547		4,050
K-Swiss, Inc. Class A (a)	1,411		17,666
Kingold Jewelry, Inc. (a)(d)	1,981		18,027
LJ International, Inc. (a)	981		3,502
lululemon athletica, Inc. (a)	2,003		107,401
Perry Ellis International, Inc. (a)	736		20,027
Steven Madden Ltd. (a)	1,020		46,155
Tandy Brands Accessories, Inc. (a)	1,011		2,871
True Religion Apparel, Inc. (a)	956		21,443
Vera Bradley, Inc.	1,600		52,384
Volcom, Inc.	882		15,876
Wacoal Holdings Corp. sponsored ADR	98		6,657
			840,516
TOTAL CONSUMER DISCRETIONARY			22,765,313
CONSUMER STAPLES - 2.1%
Beverages - 0.2%
Central European Distribution Corp. (a)	2,876		69,110
Coca-Cola Bottling Co. Consolidated	315		18,428
Craft Brewers Alliance, Inc. (a)	627		4,132
Hansen Natural Corp. (a)	3,576		190,315
Jones Soda Co. (a)	1,516		1,683
MGP Ingredients, Inc.	716		6,523
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Beverages - continued
National Beverage Corp.	2,000		$ 26,180
Primo Water Corp.	875		10,561
			326,932
Food & Staples Retailing - 1.3%
Andersons, Inc.	716		23,141
Arden Group, Inc. Class A	150		12,150
Casey's General Stores, Inc.	1,506		59,856
China Jo-Jo Drugstores, Inc. (a)	574		2,583
Costco Wholesale Corp.	16,955		1,146,328
Fresh Market, Inc.	2,100		76,125
Ingles Markets, Inc. Class A	861		16,058
Nash-Finch Co.	538		19,879
PriceSmart, Inc.	1,215		40,788
QKL Stores, Inc. (a)	2,086		7,343
Spartan Stores, Inc.	873		14,282
Susser Holdings Corp. (a)	641		8,615
The Pantry, Inc. (a)	881		18,096
United Natural Foods, Inc. (a)	1,731		64,809
Village Super Market, Inc. Class A	275		8,668
Whole Foods Market, Inc. (a)	6,599		311,605
Winn-Dixie Stores, Inc. (a)	2,121		12,896
			1,843,222
Food Products - 0.5%
AgFeed Industries, Inc. (a)(d)	1,833		4,399
Alico, Inc.	240		5,556
Bridgford Foods Corp.	391		4,966
Cal-Maine Foods, Inc.	888		27,226
Calavo Growers, Inc.	741		17,110
Cresud S.A.C.I.F. y A. sponsored ADR	1,928		36,266
Diamond Foods, Inc.	756		35,184
Farmer Brothers Co.	750		13,065
Green Mountain Coffee Roasters, Inc. (a)	5,139		190,554
Hain Celestial Group, Inc. (a)	1,455		38,572
Imperial Sugar Co.	496		6,825
J&J Snack Foods Corp.	855		39,116
John B. Sanfilippo & Son, Inc. (a)	362		4,311
Lancaster Colony Corp.	978		50,924
Lance, Inc.	1,196		27,998
Le Gaga Holdings Ltd. ADR	500		4,315
Lifeway Foods, Inc. (a)	786		7,483
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Limoneira Co.	375		$ 8,179
Origin Agritech Ltd. (a)	1,000		8,850
Sanderson Farms, Inc.	848		37,532
Seneca Foods Corp. Class A (a)	481		11,443
SkyPeople Fruit Juice, Inc. (a)	904		4,412
Smart Balance, Inc. (a)	2,551		9,337
SunOpta, Inc. (a)	2,641		18,302
Synutra International, Inc. (a)	2,181		27,851
Yuhe International, Inc. (a)	671		6,039
Zhongpin, Inc. (a)(d)	1,276		24,384
			670,199
Household Products - 0.0%
Central Garden & Pet Co. (a)	1,321		12,232
Central Garden & Pet Co. Class A (non-vtg.) (a)	1,186		11,077
WD-40 Co.	700		27,363
			50,672
Personal Products - 0.1%
China Sky One Medical, Inc. (a)	576		4,222
China-Biotics, Inc. (a)(d)	854		9,864
Elizabeth Arden, Inc. (a)	1,380		29,408
GLG Life Tech Corp. (a)	1,704		12,698
Inter Parfums, Inc.	1,381		25,217
Mannatech, Inc. (a)	1,156		2,220
Nutraceutical International Corp. (a)	550		8,179
Parlux Fragrances, Inc. (a)	1,126		3,074
Physicians Formula Holdings, Inc. (a)	856		2,987
Reliv International, Inc.	601		1,112
The Female Health Co.	899		5,133
USANA Health Sciences, Inc. (a)	681		28,684
			132,798
Tobacco - 0.0%
Star Scientific, Inc. (a)(d)	3,231		6,010
TOTAL CONSUMER STAPLES			3,029,833
ENERGY - 1.6%
Energy Equipment & Services - 0.2%
Acergy SA sponsored ADR	1,506		30,225
Bronco Drilling Co., Inc. (a)	1,819		8,531
Dawson Geophysical Co. (a)	450		12,609
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
ENGlobal Corp. (a)	1,050		$ 3,129
Exterran Partners LP	671		16,185
Global Industries Ltd. (a)	4,221		26,297
Gulf Island Fabrication, Inc.	651		17,421
Hercules Offshore, Inc. (a)	5,500		14,052
Lufkin Industries, Inc.	1,200		60,756
Matrix Service Co. (a)	1,041		10,337
Mitcham Industries, Inc. (a)	336		3,192
OYO Geospace Corp. (a)	206		15,627
Patterson-UTI Energy, Inc.	6,111		120,631
PHI, Inc. (non-vtg.) (a)	476		8,044
Seahawk Drilling, Inc. (a)	647		5,260
SinoTech Energy Ltd. ADR	860		4,739
T-3 Energy Services, Inc. (a)	480		17,064
Tesco Corp. (a)	1,470		19,419
Union Drilling, Inc. (a)	1,161		7,326
			400,844
Oil, Gas & Consumable Fuels - 1.4%
Abraxas Petroleum Corp. (a)	2,778		11,834
Alliance Holdings GP, LP	2,376		108,346
Alliance Resource Partners LP	1,450		89,900
Amyris, Inc.	1,800		37,044
APCO Oil and Gas International, Inc.	1,041		39,298
Approach Resources, Inc. (a)	1,050		19,184
Atlas Energy, Inc. (a)	3,055		131,212
ATP Oil & Gas Corp. (a)(d)	1,838		27,055
BioFuel Energy Corp. (a)(d)	1,983		3,292
BreitBurn Energy Partners LP	2,100		41,328
Brigham Exploration Co. (a)	4,455		112,043
Calumet Specialty Products Partners LP	843		18,344
Capital Product Partners LP	1,309		11,009
Carrizo Oil & Gas, Inc. (a)	1,191		34,563
China Integrated Energy, Inc. (a)(d)	1,437		10,806
Clayton Williams Energy, Inc. (a)	465		34,949
Clean Energy Fuels Corp. (a)	2,500		33,450
Copano Energy LLC	2,727		81,619
CREDO Petroleum Corp. (a)	1,004		8,022
Crimson Exploration, Inc. (a)	2,124		7,901
Crosstex Energy LP	1,976		27,526
Crosstex Energy, Inc.	2,006		18,556
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Delta Petroleum Corp. (a)(d)	10,810		$ 8,229
Dorchester Minerals LP	1,144		31,105
Double Eagle Petroleum Co. (a)	405		2,102
Eagle Rock Energy Partners LP	2,514		20,137
Energy XXI (Bermuda) Ltd. (a)	2,095		51,642
EV Energy Partners LP	1,265		48,285
FX Energy, Inc. (a)	1,740		10,283
GeoMet, Inc. (a)	2,416		2,005
Georesources, Inc. (a)	798		15,896
Golar LNG Ltd. (NASDAQ)	2,796		38,892
Green Plains Renewable Energy, Inc. (a)	1,400		15,372
Gulfport Energy Corp. (a)	1,521		28,351
Hallador Energy Co.	1,071		12,317
Isramco, Inc. (a)	100		5,732
Ivanhoe Energy, Inc. (a)(d)	11,028		23,203
James River Coal Co. (a)	1,160		23,084
Knightsbridge Tankers Ltd. (d)	941		21,398
L&L Energy, Inc. (a)	1,400		14,798
Legacy Reserves LP	1,410		36,815
LINN Energy LLC	5,680		206,184
Martin Midstream Partners LP	608		22,332
Miller Petroleum, Inc. (a)	3,040		15,808
NGAS Resources, Inc. (a)	1,291		684
Pacific Ethanol, Inc. (a)(d)	1,426		998
Petroleum Development Corp. (a)	600		21,372
PostRock Energy Corp. (a)	615		2,245
PrimeEnergy Corp. (a)	165		3,416
Ram Energy Resources, Inc. (a)	6,236		10,851
Regency Energy Partners LP	5,322		136,775
Rex Energy Corp. (a)	1,615		19,138
Rosetta Resources, Inc. (a)	2,181		78,123
Sino Clean Energy, Inc. (a)	1,155		7,808
StealthGas, Inc. (a)	1,116		5,669
Syntroleum Corp. (a)	2,661		4,923
TC Pipelines LP	1,725		80,195
TEL Offshore Trust (a)	300		633
Top Ships, Inc. (a)	2,745		2,223
Toreador Resources Corp. (a)	1,260		19,215
TransGlobe Energy Corp. (a)	2,602		42,961
Uranium Resources, Inc. (a)	3,910		14,467
Verenium Corp. (a)(d)	997		3,240
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Warren Resources, Inc. (a)	2,571		$ 11,390
Zion Oil & Gas, Inc. (a)(d)	1,119		5,416
Zion Oil & Gas, Inc. rights (a)(d)	201		268
			2,033,261
TOTAL ENERGY			2,434,105
FINANCIALS - 7.1%
Capital Markets - 1.5%
American Capital Ltd. (a)	13,199		94,901
BGC Partners, Inc. Class A	2,515		19,240
Calamos Asset Management, Inc. Class A	941		11,226
Capital Southwest Corp.	195		19,551
Cowen Group, Inc. Class A (a)	2,711		11,061
Diamond Hill Investment Group, Inc.	180		12,463
E*TRADE Financial Corp. (a)	8,565		126,334
Epoch Holding Corp.	1,101		17,649
FBR Capital Markets Corp. (a)	2,895		10,480
Financial Engines, Inc. (a)	1,640		27,749
FirstCity Financial Corp. (a)	871		6,611
Gleacher & Co., Inc. (a)	4,606		11,561
Harris & Harris Group, Inc. (a)	1,245		5,453
Horizon Technology Finance Corp.	300		4,458
International Assets Holding Corp. (a)	764		17,442
LPL Investment Holdings, Inc.	4,900		166,110
Northern Trust Corp.	9,529		479,309
optionsXpress Holdings, Inc.	2,355		40,718
Penson Worldwide, Inc. (a)	891		4,339
Prospect Capital Corp.	2,651		25,927
Rodman & Renshaw Capital Group, Inc. (a)	2,384		5,674
Sanders Morris Harris Group, Inc.	975		6,630
SEI Investments Co.	7,535		170,140
T. Rowe Price Group, Inc.	10,080		587,966
TD Ameritrade Holding Corp.	23,188		388,167
TradeStation Group, Inc. (a)	1,791		11,391
U.S. Global Investments, Inc. Class A	1,078		8,786
Virtus Investment Partners, Inc. (a)	285		12,768
			2,304,104
Commercial Banks - 2.6%
1st Source Corp.	1,106		20,649
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
1st United Bancorp, Inc. (a)	886		$ 5,157
Alliance Financial Corp.	360		10,631
American National Bankshares, Inc.	525		11,723
American River Bankshares (a)	496		2,753
Ameris Bancorp	723		6,970
Ames National Corp.	341		6,663
Arrow Financial Corp.	679		18,971
Associated Banc-Corp.	6,486		82,988
BancFirst Corp.	600		24,348
Bancorp Rhode Island, Inc.	200		5,964
Bancorp, Inc., Delaware (a)	615		5,289
BancTrust Financial Group, Inc. (a)	1,251		3,140
Bank of Granite Corp. (a)	1,035		642
Bank of Marin Bancorp	371		12,391
Bank of the Ozarks, Inc.	720		27,281
Banner Corp.	4,500		7,155
BCB Bancorp, Inc.	666		6,127
BNC Bancorp	360		3,233
BOK Financial Corp.	2,767		129,219
Boston Private Financial Holdings, Inc.	2,700		14,499
Bridge Capital Holdings (a)	516		4,386
Bryn Mawr Bank Corp.	570		9,570
Camden National Corp.	434		15,581
Capital Bank Corp.	330		954
Capital City Bank Group, Inc.	876		11,081
Cardinal Financial Corp.	1,266		13,116
Cascade Bancorp (a)(d)	123		947
Cascade Financial Corp. (a)(d)	871		392
Cathay General Bancorp	3,100		41,881
Center Bancorp, Inc.	1,211		9,506
Center Financial Corp. (a)	1,521		9,521
Centerstate Banks of Florida, Inc.	1,407		9,947
Century Bancorp, Inc. Class A (non-vtg.)	164		3,954
Chemical Financial Corp.	926		19,372
Citizens & Northern Corp.	330		4,920
Citizens Banking Corp., Michigan (a)	16,171		9,379
City Holding Co.	726		23,283
CNB Financial Corp., Pennsylvania	681		9,759
CoBiz, Inc.	1,196		5,872
Colony Bankcorp, Inc. (a)(d)	420		1,768
Columbia Banking Systems, Inc.	1,530		26,683
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Commerce Bancshares, Inc.	3,239		$ 121,624
Community Trust Bancorp, Inc.	735		20,220
CVB Financial Corp.	3,778		29,733
Danvers Bancorp, Inc.	1,485		22,646
Eagle Bancorp, Inc., Maryland (a)	1,700		21,539
East West Bancorp, Inc.	5,712		99,046
Eastern Virgina Bankshares, Inc.	270		1,004
Enterprise Financial Services Corp.	840		8,375
Fidelity Southern Corp.	753		5,143
Fifth Third Bancorp	31,475		376,126
Financial Institutions, Inc.	296		5,402
First Bancorp, North Carolina	720		10,433
First Busey Corp.	2,713		11,802
First Chester County Corp.	1,580		9,859
First Citizen Bancshares, Inc.	341		59,296
First Community Bancshares, Inc.	993		13,773
First Financial Bancorp, Ohio	2,091		34,543
First Financial Bankshares, Inc.	900		43,533
First Financial Corp., Indiana	540		16,276
First Interstate Bancsystem, Inc.	398		5,421
First M&F Corp.	540		2,030
First Mariner Bancorp, Inc. (a)	885		425
First Merchants Corp.	1,598		13,247
First Midwest Bancorp, Inc., Delaware	2,856		26,761
First of Long Island Corp.	521		13,421
First South Bancorp, Inc., Virginia	450		3,344
First United Corp.	555		2,148
Firstbank Corp., Michigan	331		1,635
FirstMerit Corp.	4,194		73,080
FNB Corp., North Carolina (a)	411		123
Fulton Financial Corp.	7,724		66,813
German American Bancorp, Inc.	616		10,706
Glacier Bancorp, Inc.	2,842		37,884
Great Southern Bancorp, Inc.	784		17,530
Green Bankshares, Inc. (a)	498		1,325
Grupo Financiero Galicia SA sponsored ADR (a)	1,271		19,535
Guaranty Bancorp (a)	2,355		3,014
Hampton Roads Bankshares, Inc. (a)(d)	2,407		1,171
Hampton Roads Bankshares, Inc. rights 12/10/10 (a)	2,407		92
Hancock Holding Co.	1,308		41,202
Hanmi Financial Corp. (a)	4,350		3,994
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Heartland Financial USA, Inc.	720		$ 11,570
Heritage Commerce Corp. (a)	592		2,190
Heritage Financial Corp., Washington (a)	525		7,203
Home Bancshares, Inc.	977		20,224
Hudson Valley Holding Corp.	605		11,979
Huntington Bancshares, Inc.	27,900		162,797
IBERIABANK Corp.	1,044		52,628
Independent Bank Corp.	73		88
Independent Bank Corp., Massachusetts	850		20,647
Integra Bank Corp. (a)(d)	825		454
International Bancshares Corp.	2,535		43,602
Intervest Bancshares Corp. Class A (a)	330		723
Investors Bancorp, Inc. (a)	4,476		54,831
Lakeland Bancorp, Inc.	1,200		12,540
Lakeland Financial Corp.	816		17,063
LNB Bancorp, Inc.	891		4,188
Macatawa Bank Corp. (a)	541		1,347
MainSource Financial Group, Inc.	1,136		10,406
MB Financial, Inc.	2,000		28,460
MBT Financial Corp. (a)(d)	1,035		1,625
Mercantile Bank Corp.	255		1,744
Merchants Bancshares, Inc.	565		15,385
Metro Bancorp, Inc. (a)	390		3,920
Metrocorp Bancshares, Inc. (a)	81		203
Nara Bancorp, Inc. (a)	1,446		11,799
National Bankshares, Inc.	338		8,930
National Penn Bancshares, Inc.	5,109		34,281
NBT Bancorp, Inc.	1,400		31,080
NewBridge Bancorp (a)	1,366		5,655
North Valley Bancorp (a)	570		741
Northern States Financial Corp. (a)	381		522
Northfield Bancorp, Inc.	2,196		27,911
Northrim Bancorp, Inc.	386		7,292
Old Point Financial Corp.	461		5,048
Old Second Bancorp, Inc.	900		1,746
OmniAmerican Bancorp, Inc. (a)	426		5,257
Orrstown Financial Services, Inc.	250		6,550
Pacific Capital Bancorp (a)(d)	111,038		24,428
Pacific Continental Corp.	450		3,888
Pacific Mercantile Bancorp (a)	556		2,196
PacWest Bancorp	1,500		25,500
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Park Sterling Bank (a)	1,257		$ 6,612
Peapack-Gladstone Financial Corp.	302		3,624
Penns Woods Bancorp, Inc.	457		17,042
Peoples Bancorp, Inc.	495		6,430
Pinnacle Financial Partners, Inc. (a)	1,161		11,413
Popular, Inc. (a)	39,756		114,497
Preferred Bank, Los Angeles California (a)	511		818
PremierWest Bancorp (a)	740		311
PrivateBancorp, Inc.	2,900		35,264
Prosperity Bancshares, Inc.	1,866		60,720
Renasant Corp.	771		13,354
Republic Bancorp, Inc., Kentucky Class A	866		17,762
Republic First Bancorp, Inc. (a)	765		1,599
Royal Bancshares of Pennsylvania, Inc. Class A (a)	735		1,029
S&T Bancorp, Inc.	1,115		21,876
S.Y. Bancorp, Inc.	708		16,935
Sandy Spring Bancorp, Inc.	696		11,811
SCBT Financial Corp.	476		14,713
Seacoast Banking Corp., Florida (a)	856		1,027
Shore Bancshares, Inc.	300		2,931
Sierra Bancorp	480		4,968
Signature Bank, New York (a)	1,515		66,584
Simmons First National Corp. Class A	696		20,219
Southern Community Financial Corp. (a)	631		814
Southside Bancshares, Inc.	841		17,594
Southwest Bancorp, Inc., Oklahoma	971		10,215
State Bancorp, Inc., New York	566		5,162
StellarOne Corp.	1,176		15,406
Sterling Bancshares, Inc.	3,972		23,574
Sterling Financial Corp., Washington (a)(d)	2,326		37,216
Suffolk Bancorp	562		14,432
Summit Financial Group, Inc. (a)	405		1,839
Sun Bancorp, Inc., New Jersey (a)	803		3,324
Superior Bancorp (a)	360		148
Susquehanna Bancshares, Inc., Pennsylvania	5,056		40,701
SVB Financial Group (a)	1,585		71,214
Taylor Capital Group, Inc. (a)	566		7,035
Texas Capital Bancshares, Inc. (a)	1,320		24,922
The First Bancorp, Inc.	621		8,688
TIB Financial Corp. (a)(d)	902		226
TIB Financial Corp. rights 1/10/11 (a)	9,620		962
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Tower Bancorp, Inc.	230		$ 5,304
TowneBank (d)	921		14,220
Trico Bancshares	786		11,342
Trustmark Corp.	2,475		52,817
UMB Financial Corp.	1,613		60,165
Umpqua Holdings Corp.	4,455		47,178
Union/First Market Bankshares Corp.	696		9,535
United Bankshares, Inc., West Virginia	1,716		44,976
United Community Banks, Inc., Georgia (a)	3,639		5,568
United Security Bancshares, Inc.	465		4,469
United Security Bancshares, California	947		3,693
Univest Corp. of Pennsylvania	711		13,232
Virginia Commerce Bancorp, Inc. (a)	1,605		9,100
VIST Financial Corp.	450		3,128
Washington Banking Co., Oak Harbor	345		4,413
Washington Trust Bancorp, Inc.	796		16,708
WesBanco, Inc.	1,311		22,851
West Bancorp., Inc.	675		4,907
West Coast Bancorp (a)	3,530		9,319
Westamerica Bancorp.	1,163		56,847
Western Liberty Bancorp (a)	750		3,983
Whitney Holding Corp.	4,005		37,607
Wilshire Bancorp, Inc.	1,011		7,158
Wintrust Financial Corp.	1,093		31,314
Yadkin Valley Financial Corp. (a)	851		1,387
Zions Bancorporation	6,800		132,260
			3,930,072
Consumer Finance - 0.2%
Cardtronics, Inc. (a)	1,926		32,549
CompuCredit Holdings Corp.	2,042		12,252
Consumer Portfolio Services, Inc. (a)	1,005		884
Credit Acceptance Corp. (a)	1,101		68,339
Dollar Financial Corp. (a)	891		23,326
EZCORP, Inc. (non-vtg.) Class A (a)	1,656		41,665
First Cash Financial Services, Inc. (a)	1,086		31,266
Netspend Holdings, Inc.	3,600		48,240
QC Holdings, Inc.	826		3,304
Rewards Network, Inc. (a)	448		6,160
World Acceptance Corp. (a)	566		24,938
			292,923
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Diversified Financial Services - 0.8%
Asset Acceptance Capital Corp. (a)	1,440		$ 8,467
Asta Funding, Inc.	516		3,689
CBOE Holdings, Inc.	601		14,298
CME Group, Inc.	2,620		754,717
Encore Capital Group, Inc. (a)	921		17,121
Interactive Brokers Group, Inc.	1,566		28,720
Life Partners Holdings, Inc.	543		11,615
MarketAxess Holdings, Inc.	1,170		21,282
Marlin Business Services Corp. (a)	586		6,212
Medallion Financial Corp.	1,071		9,082
NewStar Financial, Inc. (a)	2,046		17,268
PICO Holdings, Inc. (a)	911		26,009
Portfolio Recovery Associates, Inc. (a)	610		38,656
Resource America, Inc. Class A	675		4,064
The NASDAQ Stock Market, Inc. (a)	7,965		170,929
			1,132,129
Insurance - 0.9%
21st Century Holding Co.	720		2,333
Alterra Capital Holdings Ltd.	4,651		94,601
American National Insurance Co.	1,007		80,077
Amerisafe, Inc. (a)	696		12,869
Amtrust Financial Services, Inc.	2,661		42,603
Arch Capital Group Ltd. (a)	1,949		175,995
Argo Group International Holdings, Ltd.	1,241		45,768
Baldwin & Lyons, Inc. Class B	566		13,092
Cincinnati Financial Corp.	6,211		187,231
CNinsure, Inc. ADR	992		21,586
Donegal Group, Inc. Class A	1,061		15,777
Eastern Insurance Holdings, Inc.	261		2,897
eHealth, Inc. (a)	1,071		16,119
EMC Insurance Group	761		16,955
Enstar Group Ltd. (a)	522		43,326
Erie Indemnity Co. Class A	1,894		119,246
FPIC Insurance Group, Inc. (a)	329		12,166
Global Indemnity PLC (a)	791		15,171
Greenlight Capital Re, Ltd. (a)	1,101		30,806
Hallmark Financial Services, Inc. (a)	797		6,998
Harleysville Group, Inc.	874		31,106
Infinity Property & Casualty Corp.	621		35,850
Kansas City Life Insurance Co.	510		15,978
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Maiden Holdings Ltd.	3,225		$ 24,284
National Interstate Corp.	731		15,095
National Western Life Insurance Co. Class A	165		27,510
Navigators Group, Inc. (a)	671		33,208
Penn Millers Holding Corp. (a)	524		7,016
Presidential Life Corp.	1,016		9,418
Safety Insurance Group, Inc.	623		29,163
Selective Insurance Group, Inc.	2,151		35,492
State Auto Financial Corp.	1,581		24,885
Tower Group, Inc.	1,653		42,515
United Fire & Casualty Co.	1,226		25,427
			1,312,563
Real Estate Investment Trusts - 0.1%
American Capital Agency Corp.	2,029		59,490
Gladstone Commercial Corp.	546		10,101
Investors Real Estate Trust	2,820		24,957
Mission West Properties, Inc.	676		4,414
Retail Opportunity Investments Corp.	1,933		19,001
			117,963
Real Estate Management & Development - 0.1%
Altisource Portfolio Solutions SA (a)	950		25,821
Avatar Holdings, Inc. (a)	266		5,216
China HGS Real Estate, Inc. (a)	2,100		7,455
China Housing & Land Development, Inc. (a)(d)	1,732		4,139
China Real Estate Information Corp. ADR (a)(d)	473		4,328
Elbit Imaging Ltd. (a)	1,350		16,335
FirstService Corp. (sub. vtg.) (a)	1,371		35,898
Stratus Properties, Inc. (a)	266		2,359
Thomas Properties Group, Inc. (a)	1,876		8,048
ZipRealty, Inc. (a)	1,230		3,050
			112,649
Thrifts & Mortgage Finance - 0.9%
Abington Bancorp, Inc.	1,176		14,112
America First Tax Exempt Investors LP	1,272		6,678
Anchor BanCorp Wisconsin, Inc. (a)(d)	936		824
Atlantic Coast Federal Corp. (a)	691		1,354
Bank Mutual Corp.	2,106		9,645
BankFinancial Corp.	1,191		11,112
Beneficial Mutual Bancorp, Inc. (a)	3,991		31,010
Berkshire Bancorp, Inc. (a)	960		4,320
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Berkshire Hills Bancorp, Inc.	735		$ 14,751
BofI Holding, Inc. (a)	519		6,996
Brookline Bancorp, Inc., Delaware	2,400		23,592
Camco Financial Corp. (a)	511		644
Capitol Federal Financial	2,907		67,878
CFS Bancorp, Inc.	375		1,969
Charter Financial Corp., Georgia	850		7,004
Citizens South Banking Corp., Delaware	504		2,283
Clifton Savings Bancorp, Inc.	990		9,365
Dime Community Bancshares, Inc.	1,213		16,557
Eagle Bancorp Montana, Inc.	618		6,180
ESB Financial Corp.	600		8,460
ESSA Bancorp, Inc.	623		8,192
First Defiance Financial Corp. (a)	331		3,916
First Federal Bancshares of Arkansas, Inc. (a)	435		496
First Financial Holdings, Inc.	816		8,968
First Financial Northwest, Inc.	805		2,616
First Niagara Financial Group, Inc.	8,177		101,272
First PacTrust Bancorp, Inc.	480		5,760
First Place Financial Corp. (a)	871		1,864
Flushing Financial Corp.	1,290		17,286
Fox Chase Bancorp, Inc. (a)	851		8,944
HMN Financial, Inc. (a)	216		626
Home Federal Bancorp, Inc.	750		8,648
Hudson City Bancorp, Inc.	20,538		233,106
Kaiser Federal Financial Group, Inc.	608		5,873
Kearny Financial Corp.	3,436		29,515
LSB Corp.	171		3,582
Meridian Interstate Bancorp, Inc. (a)	1,256		13,753
MutualFirst Financial, Inc.	346		2,958
NASB Financial, Inc.	406		5,221
Northwest Bancshares, Inc.	4,320		44,323
OceanFirst Financial Corp.	600		7,242
Oritani Financial Corp.	2,326		26,121
Parkvale Financial Corp.	300		2,337
People's United Financial, Inc.	14,277		176,892
Provident Financial Holdings, Inc.	226		1,514
Provident New York Bancorp	2,176		20,389
Pulaski Financial Corp.	181		1,381
PVF Capital Corp. (a)	791		1,463
Riverview Bancorp, Inc. (a)	1,320		3,115
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Rockville Financial, Inc.	1,350		$ 14,850
Roma Financial Corp.	1,596		15,385
Severn Bancorp, Inc. (a)	801		2,307
Territorial Bancorp, Inc.	600		11,052
TFS Financial Corp.	11,756		96,164
Tree.com, Inc. (a)	805		6,110
Trustco Bank Corp., New York	3,054		17,133
United Community Financial Corp., Ohio (a)	1,403		1,726
United Financial Bancorp, Inc.	1,070		15,868
United Western Bancorp, Inc. (a)	270		76
ViewPoint Financial Group	2,052		21,525
Washington Federal, Inc.	4,376		64,590
Waterstone Financial, Inc. (a)	1,776		6,482
Westfield Financial, Inc.	1,872		15,388
WSFS Financial Corp.	266		11,571
			1,292,334
TOTAL FINANCIALS			10,494,737
HEALTH CARE - 12.9%
Biotechnology - 6.0%
3SBio, Inc. sponsored ADR (a)	809		12,418
Aastrom Biosciences, Inc. (a)	608		1,465
Acadia Pharmaceuticals, Inc. (a)	2,295		1,538
Achillion Pharmaceuticals, Inc. (a)	3,313		9,475
Acorda Therapeutics, Inc. (a)	1,485		39,130
AEterna Zentaris, Inc. (sub. vtg.) (a)	6,110		8,749
Affymax, Inc. (a)	806		5,449
Alexion Pharmaceuticals, Inc. (a)	3,524		269,410
Alkermes, Inc. (a)	3,831		40,149
Allos Therapeutics, Inc. (a)	4,965		20,158
Alnylam Pharmaceuticals, Inc. (a)	1,641		15,015
AMAG Pharmaceuticals, Inc. (a)	815		12,787
Amgen, Inc. (a)	37,400		1,970,606
Amicus Therapeutics, Inc. (a)	1,041		4,320
Amylin Pharmaceuticals, Inc. (a)	5,565		71,315
Anadys Pharmaceuticals, Inc. (a)	1,441		1,542
Anthera Pharmaceuticals, Inc.	750		4,103
Antigenics, Inc. (a)	2,010		1,789
Arena Pharmaceuticals, Inc. (a)(d)	4,364		6,328
ARIAD Pharmaceuticals, Inc. (a)	4,441		17,897
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
ArQule, Inc. (a)	1,941		$ 10,540
Array Biopharma, Inc. (a)	1,680		5,393
AspenBio Pharma, Inc. (a)	1,226		748
AVEO Pharmaceuticals, Inc.	1,060		15,667
AVI BioPharma, Inc. (a)	4,555		8,381
BioCryst Pharmaceuticals, Inc. (a)	2,280		11,263
Biogen Idec, Inc. (a)	9,500		607,715
BioMarin Pharmaceutical, Inc. (a)	4,041		109,430
Bionovo, Inc. (a)	2,269		3,086
Biosante Pharmaceuticals, Inc. (a)	1,663		2,445
Biospecifics Technologies Corp. (a)	250		5,670
Capstone Therapeutics Corp. (a)	2,601		2,419
Celera Corp. (a)	3,111		17,639
Celgene Corp. (a)	17,872		1,061,239
Cell Therapeutics, Inc. (a)	23,803		9,283
Celldex Therapeutics, Inc. (a)	811		3,366
Cephalon, Inc. (a)	2,935		186,343
Cepheid, Inc. (a)	2,423		47,709
Chelsea Therapeutics International Ltd. (a)	1,898		10,306
China Biologic Products, Inc. (a)(d)	1,000		11,640
Cleveland Biolabs, Inc. (a)	624		4,200
Clinical Data, Inc. (a)	951		17,384
Codexis, Inc. (a)	1,476		13,904
Crucell NV sponsored ADR (a)	480		15,029
Cubist Pharmaceuticals, Inc. (a)	2,306		50,063
Curis, Inc. (a)	2,541		4,269
Cyclacel Pharmaceuticals, Inc. (a)	2,291		4,193
Cytokinetics, Inc. (a)	1,875		4,144
Cytori Therapeutics, Inc. (a)	1,800		8,082
CytRx Corp. (a)	6,000		6,240
Dendreon Corp. (a)	5,600		200,144
Discovery Laboratories, Inc. (a)	3,696		739
Dyax Corp. (a)	2,856		6,455
Dynavax Technologies Corp. (a)	2,585		5,170
Emergent BioSolutions, Inc. rights 10/29/13 (a)	1,192		0
EntreMed, Inc. (a)	452		3,268
Enzon Pharmaceuticals, Inc. (a)	2,322		25,821
EpiCept Corp. (a)	3,639		1,201
Exact Sciences Corp. (a)	1,524		9,053
Exelixis, Inc. (a)	3,960		22,928
Genomic Health, Inc. (a)	1,155		21,310
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Gentium SpA sponsored ADR (a)	778		$ 4,396
GenVec, Inc. (a)	3,931		1,887
Genzyme Corp. (a)	10,000		712,200
Geron Corp. (a)(d)	3,411		19,545
Gilead Sciences, Inc. (a)	33,000		1,204,500
GTx, Inc. (a)	1,470		4,263
Halozyme Therapeutics, Inc. (a)	3,666		25,369
Human Genome Sciences, Inc. (a)	7,378		180,982
Idenix Pharmaceuticals, Inc. (a)	3,004		11,445
Idera Pharmaceuticals, Inc. (a)	1,200		2,976
ImmunoGen, Inc. (a)	2,475		20,592
Immunomedics, Inc. (a)(d)	3,726		11,737
Incyte Corp. (a)	4,716		68,429
Infinity Pharmaceuticals, Inc. (a)	1,690		10,630
Inhibitex, Inc. (a)	3,363		9,854
Insmed, Inc. (a)	6,038		4,347
InterMune, Inc. (a)	2,197		27,594
Ironwood Pharmaceuticals, Inc. Class A	1,700		18,173
Isis Pharmaceuticals, Inc. (a)	3,906		36,853
Keryx Biopharmaceuticals, Inc. (a)	2,384		13,017
Lexicon Pharmaceuticals, Inc. (a)	13,164		17,903
Ligand Pharmaceuticals, Inc.:
rights 12/31/11 (a)	1,431		0
Class B (a)	1,050		8,862
rights (a)	1,530		42
rights (a)	1,530		69
rights (a)	1,530		40
rights (a)	1,530		40
MannKind Corp. (a)(d)	4,984		31,300
Marina Biotech, Inc. (a)(d)	990		1,752
Marshall Edwards, Inc. (a)	225		199
Martek Biosciences (a)	1,455		32,010
Maxygen, Inc.	1,686		10,908
Medivation, Inc. (a)	1,338		15,160
Metabolix, Inc. (a)	1,021		10,455
Micromet, Inc. (a)	2,640		19,166
Molecular Insight Pharmaceuticals, Inc. (a)(d)	1,425		1,140
Momenta Pharmaceuticals, Inc. (a)	1,656		25,254
Myrexis, Inc. (a)	866		3,230
Myriad Genetics, Inc. (a)	3,714		79,962
Nabi Biopharmaceuticals (a)	2,145		11,154
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Nanosphere, Inc. (a)	1,581		$ 8,269
Neurocrine Biosciences, Inc. (a)	2,112		15,375
NeurogesX, Inc. (a)	1,294		6,936
Novavax, Inc. (a)	3,696		8,242
NPS Pharmaceuticals, Inc. (a)	2,371		14,724
Nymox Pharmaceutical Corp. (a)	1,170		4,785
Omeros Corp. (a)	1,209		9,805
OncoGenex Pharmaceuticals, Inc. (a)	285		4,577
Oncolytics Biotech, Inc. (a)	2,080		9,725
Oncothyreon, Inc. (a)	1,186		3,949
ONYX Pharmaceuticals, Inc. (a)	2,314		68,147
Orchid Cellmark, Inc. (a)	2,526		4,092
OREXIGEN Therapeutics, Inc. (a)(d)	1,671		8,706
Osiris Therapeutics, Inc. (a)	1,320		8,659
OXiGENE, Inc. (a)	4,911		1,007
Oxygen Biotherapeutics, Inc. (a)	1,711		3,679
PDL BioPharma, Inc.	4,561		26,363
Peregrine Pharmaceuticals, Inc. (a)	1,371		2,111
Pharmacyclics, Inc. (a)	2,850		15,447
Pharmasset, Inc. (a)	1,330		57,616
Poniard Pharmaceuticals, Inc. (a)	1,860		675
Progenics Pharmaceuticals, Inc. (a)	1,275		6,056
QLT, Inc. (a)	2,343		14,175
Regeneron Pharmaceuticals, Inc. (a)	3,114		89,745
Repligen Corp. (a)	1,396		5,193
Rigel Pharmaceuticals, Inc. (a)	2,038		16,263
RXi Pharmaceuticals Corp. (a)	1,015		3,593
Sangamo Biosciences, Inc. (a)	1,786		8,323
Savient Pharmaceuticals, Inc. (a)	2,500		29,525
SciClone Pharmaceuticals, Inc. (a)	1,906		7,128
Seattle Genetics, Inc. (a)	3,631		54,828
SIGA Technologies, Inc. (a)	1,755		22,113
Sinovac Biotech Ltd. (a)	2,373		11,509
Spectrum Pharmaceuticals, Inc. (a)	2,391		10,640
StemCells, Inc. (a)	4,613		4,890
Sunesis Pharmaceuticals, Inc. (a)	1,875		739
Synta Pharmaceuticals Corp. (a)	1,267		5,435
Talecris Biotherapeutics Holdings Corp. (a)	4,791		103,965
Targacept, Inc. (a)	1,066		22,599
Telik, Inc. (a)	2,391		1,722
Theravance, Inc. (a)	2,299		57,429
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Transcept Pharmaceuticals, Inc. (a)	574		$ 3,697
Transition Therapeutics, Inc. (a)	2,160		5,407
Trimeris, Inc. (a)	885		2,239
Trius Therapeutics, Inc.	938		3,245
United Therapeutics Corp. (a)	2,216		139,453
Vanda Pharmaceuticals, Inc. (a)	1,276		10,285
Vertex Pharmaceuticals, Inc. (a)	7,950		263,384
Vical, Inc. (a)	2,055		4,028
XOMA Ltd. (a)	491		1,169
Zalicus, Inc. (a)	3,496		4,125
ZIOPHARM Oncology, Inc. (a)	2,400		9,864
			8,930,612
Health Care Equipment & Supplies - 1.6%
Abaxis, Inc. (a)	875		23,625
Abiomed, Inc. (a)	1,236		14,189
Accuray, Inc. (a)	2,161		12,923
Align Technology, Inc. (a)	2,745		48,010
Alimera Sciences, Inc. (a)(d)	1,324		15,147
Alphatec Holdings, Inc. (a)	2,655		5,974
American Medical Systems Holdings, Inc. (a)	2,811		50,401
Analogic Corp.	510		23,700
Angiodynamics, Inc. (a)	991		13,844
Anika Therapeutics, Inc. (a)	1,231		7,521
ArthroCare Corp. (a)	1,040		31,491
Atrion Corp.	85		13,952
BioLase Technology, Inc. (a)(d)	1,050		1,607
Cardiac Science Corp. (a)	1,056		2,439
Cardica, Inc. (a)	871		2,343
Cardiovascular Systems, Inc. (a)	456		4,086
Cerus Corp. (a)(d)	1,786		4,304
China Medical Technologies, Inc. sponsored ADR (a)	881		10,070
Conceptus, Inc. (a)	1,086		14,281
CONMED Corp. (a)	1,275		27,425
Cutera, Inc. (a)	421		2,951
Cyberonics, Inc. (a)	1,371		36,839
Cynosure, Inc. Class A (a)	330		3,128
Delcath Systems, Inc. (a)(d)	1,463		14,718
DENTSPLY International, Inc.	5,813		179,738
DexCom, Inc. (a)	2,196		24,760
DynaVox, Inc. Class A (a)	442		1,741
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Endologix, Inc. (a)	2,340		$ 13,291
Exactech, Inc. (a)	761		13,561
Gen-Probe, Inc. (a)	1,918		99,467
Given Imaging Ltd. (a)	1,477		22,303
Hansen Medical, Inc. (a)	1,221		1,758
HeartWare International, Inc. (a)	563		51,773
Hologic, Inc. (a)	10,366		170,002
ICU Medical, Inc. (a)	660		24,189
IDEXX Laboratories, Inc. (a)	2,255		144,794
Immucor, Inc. (a)	2,807		51,565
Insulet Corp. (a)	1,510		20,491
Integra LifeSciences Holdings Corp. (a)	1,076		46,666
Intuitive Surgical, Inc. (a)	1,525		396,942
IRIS International, Inc. (a)	1,066		10,010
Kensey Nash Corp. (a)	585		15,877
Mako Surgical Corp. (a)	1,110		12,732
Masimo Corp.	2,197		67,799
Medical Action Industries, Inc. (a)	690		5,492
MELA Sciences, Inc. (a)(d)	751		2,674
Meridian Bioscience, Inc.	1,656		36,796
Merit Medical Systems, Inc. (a)	981		14,950
Natus Medical, Inc. (a)	1,076		13,837
Neogen Corp. (a)	900		33,435
NeuroMetrix, Inc. (a)	586		304
NMT Medical, Inc. (a)	826		173
NuVasive, Inc. (a)	1,452		33,919
NxStage Medical, Inc. (a)	1,863		40,315
OraSure Technologies, Inc. (a)	1,785		9,371
Orthofix International NV (a)	668		18,163
Orthovita, Inc. (a)	3,111		6,191
OTIX Global, Inc. (a)	134		1,475
Palomar Medical Technologies, Inc. (a)	771		9,599
Quidel Corp. (a)	1,116		14,742
Rochester Medical Corp. (a)	525		5,807
Rockwell Medical Technologies, Inc. (a)	965		7,517
RTI Biologics, Inc. (a)	2,691		7,293
Shamir Optical Industry Ltd.	586		7,964
Sirona Dental Systems, Inc. (a)	2,226		84,121
Solta Medical, Inc. (a)	2,539		5,154
SonoSite, Inc. (a)	735		22,329
Staar Surgical Co. (a)	1,050		5,618
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Stereotaxis, Inc. (a)	1,696		$ 5,851
SurModics, Inc. (a)	690		6,383
Syneron Medical Ltd. (a)	1,309		12,632
Synovis Life Technologies, Inc. (a)	794		12,823
The Spectranetics Corp. (a)	1,800		8,802
ThermoGenesis Corp. (a)	826		2,288
Thoratec Corp. (a)	2,250		57,274
TomoTherapy, Inc. (a)	1,860		6,510
Trinity Biotech PLC sponsored ADR (a)	1,170		9,407
Unilife Corp. (a)(d)	2,000		10,860
Urologix, Inc. (a)	771		567
Utah Medical Products, Inc.	200		5,446
Vascular Solutions, Inc. (a)	1,201		12,707
Vermillion, Inc. (a)	568		2,721
Volcano Corp. (a)	2,036		54,056
Winner Medical Group, Inc. (a)	972		5,521
Wright Medical Group, Inc. (a)	1,425		18,796
Young Innovations, Inc.	510		15,412
Zoll Medical Corp. (a)	819		27,371
			2,417,093
Health Care Providers & Services - 1.6%
Addus HomeCare Corp. (a)	435		1,810
Air Methods Corp. (a)	570		28,061
Allied Healthcare International, Inc. (a)	3,286		9,529
Almost Family, Inc. (a)	321		11,376
Amedisys, Inc. (a)	1,026		29,118
America Service Group, Inc.	451		6,621
American Dental Partners, Inc. (a)	391		4,829
AmSurg Corp. (a)	1,320		24,262
Animal Health International, Inc. (a)	901		2,253
Bio-Reference Laboratories, Inc. (a)	870		18,244
BioScrip, Inc. (a)	1,566		6,295
CardioNet, Inc. (a)	1,649		6,662
Catalyst Health Solutions, Inc. (a)	1,585		68,028
Chindex International, Inc. (a)	606		9,229
Clarient, Inc. (a)	3,000		15,000
Corvel Corp. (a)	480		21,931
Cross Country Healthcare, Inc. (a)	1,056		8,110
Express Scripts, Inc. (a)	21,349		1,112,069
Genoptix, Inc. (a)	666		11,369
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Gentiva Health Services, Inc. (a)	1,096		$ 25,186
Healthways, Inc. (a)	1,491		14,388
Henry Schein, Inc. (a)	3,576		205,370
HMS Holdings Corp. (a)	1,051		66,224
IPC The Hospitalist Co., Inc. (a)	634		20,554
LCA-Vision, Inc. (a)	900		4,662
LHC Group, Inc. (a)	780		20,631
LifePoint Hospitals, Inc. (a)	2,136		77,366
Lincare Holdings, Inc.	3,811		98,133
Magellan Health Services, Inc. (a)	1,323		64,430
Medcath Corp. (a)	746		9,415
MWI Veterinary Supply, Inc. (a)	500		30,550
NightHawk Radiology Holdings, Inc. (a)	1,201		7,794
NovaMed Eyecare, Inc. (a)	320		3,718
Patterson Companies, Inc.	4,905		145,826
PDI, Inc. (a)	615		5,818
Prospect Medical Holdings, Inc. (a)	1,503		12,685
Providence Service Corp. (a)	810		13,616
PSS World Medical, Inc. (a)	2,361		48,637
RadNet, Inc. (a)	2,005		5,153
ResCare, Inc. (a)	1,365		18,059
Rural/Metro Corp. (a)	1,058		11,987
Sharps Compliance Corp. (a)	891		4,045
Sun Healthcare Group, Inc. (a)	778		7,624
The Ensign Group, Inc.	805		17,316
U.S. Physical Therapy, Inc. (a)	666		12,781
VCA Antech, Inc. (a)	3,030		66,190
			2,412,954
Health Care Technology - 0.5%
Allscripts-Misys Healthcare Solutions, Inc. (a)	6,273		110,091
athenahealth, Inc. (a)	1,331		54,584
Cerner Corp. (a)	3,148		276,583
Computer Programs & Systems, Inc.	431		20,123
MedAssets, Inc. (a)	2,346		43,507
Medidata Solutions, Inc. (a)	1,100		21,890
MedQuist, Inc.	1,000		8,920
Merge Healthcare, Inc. (a)	2,716		10,484
Omnicell, Inc. (a)	1,401		18,773
Quality Systems, Inc.	1,034		66,683
SXC Health Solutions Corp. (a)	2,502		95,659
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Technology - continued
Transcend Services, Inc. (a)	481		$ 7,696
Vital Images, Inc. (a)	979		13,138
			748,131
Life Sciences Tools & Services - 1.0%
Accelrys, Inc. (a)	2,308		19,433
Affymetrix, Inc. (a)	3,366		14,003
Albany Molecular Research, Inc. (a)	1,371		6,924
Arrowhead Research Corp. (a)	2,070		1,967
Bruker BioSciences Corp. (a)	6,300		97,146
Caliper Life Sciences, Inc. (a)	1,785		10,478
Complete Genomics, Inc.	1,150		8,913
Compugen Ltd. (a)	2,285		8,660
Dionex Corp. (a)	776		70,748
eResearchTechnology, Inc. (a)	2,071		11,618
Furiex Pharmaceuticals, Inc. (a)	385		4,743
Harvard Bioscience, Inc. (a)	1,984		7,777
ICON PLC sponsored ADR (a)	2,286		46,017
Illumina, Inc. (a)	4,806		288,937
Kendle International, Inc. (a)	671		6,046
Life Technologies Corp. (a)	7,100		353,616
Luminex Corp. (a)	1,730		29,202
Medtox Scientific, Inc.	360		4,176
Pacific Biosciences of California, Inc.	2,480		31,248
PAREXEL International Corp. (a)	2,136		37,508
Pharmaceutical Product Development, Inc.	4,621		115,155
Pure Bioscience (a)	2,955		6,353
QIAGEN NV (a)(d)	9,016		164,993
Sequenom, Inc. (a)(d)	2,482		17,051
Techne Corp.	1,500		90,105
			1,452,817
Pharmaceuticals - 2.2%
Acura Pharmaceuticals, Inc. (a)(d)	1,613		4,258
Adolor Corp. (a)	1,695		2,119
Akorn, Inc. (a)	3,231		17,157
Alexza Pharmaceuticals, Inc. (a)	3,650		3,299
Angiotech Pharmaceuticals, Inc. (a)	3,411		781
Ardea Biosciences, Inc. (a)	863		19,184
Auxilium Pharmaceuticals, Inc. (a)	1,774		33,582
AVANIR Pharmaceuticals Class A (a)(d)	4,295		18,383
Biodel, Inc. (a)(d)	1,499		2,548
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
BioMimetic Therapeutics, Inc. (a)	1,109		$ 12,376
BMP Sunstone Corp. (a)	1,726		17,053
Cadence Pharmaceuticals, Inc. (a)(d)	1,886		13,523
Cardiome Pharma Corp. (a)	2,569		12,512
China Nuokang Bio-Pharmaceutical, Inc. sponsored ADR (a)	186		744
Columbia Laboratories, Inc. (a)	1,546		2,072
Corcept Therapeutics, Inc. (a)	2,565		10,004
Cumberland Pharmaceuticals, Inc. (a)	690		4,733
Cypress Bioscience, Inc. (a)	1,545		6,149
DepoMed, Inc. (a)	3,066		16,740
Durect Corp. (a)	3,921		11,685
Endo Pharmaceuticals Holdings, Inc. (a)	4,681		168,563
Eurand NV (a)	1,671		18,331
Flamel Technologies SA sponsored ADR (a)	1,035		7,338
Hi-Tech Pharmacal Co., Inc. (a)	406		9,655
Impax Laboratories, Inc. (a)	2,400		42,960
Inspire Pharmaceuticals, Inc. (a)	3,100		21,638
Ista Pharmaceuticals, Inc. (a)	1,926		8,571
Jazz Pharmaceuticals, Inc. (a)	1,289		21,462
Jiangbo Pharmaceuticals, Inc. (a)	497		3,022
Labopharm, Inc. (a)(d)	2,505		2,416
MAP Pharmaceuticals, Inc. (a)	1,059		15,218
Matrixx Initiatives, Inc. (a)	465		2,409
Mylan, Inc. (a)	16,974		332,096
Nektar Therapeutics (a)	3,696		46,828
Novogen Ltd. sponsored ADR (a)	316		158
NuPathe, Inc.	469		2,800
Obagi Medical Products, Inc. (a)	1,176		12,842
Optimer Pharmaceuticals, Inc. (a)	1,354		12,822
Pain Therapeutics, Inc.	2,176		17,343
Perrigo Co.	3,506		211,201
Pozen, Inc. (a)	1,191		7,622
Questcor Pharmaceuticals, Inc. (a)	2,536		36,113
Salix Pharmaceuticals Ltd. (a)	2,269		101,311
Santarus, Inc. (a)	2,436		6,723
Shire PLC sponsored ADR	2,164		152,216
Skystar Bio-Pharmaceutical Co. Ltd. (a)	595		4,915
Somaxon Pharmaceuticals, Inc. (a)(d)	1,712		4,605
Sucampo Pharmaceuticals, Inc. Class A (a)	751		2,591
SuperGen, Inc. (a)	1,906		5,051
Teva Pharmaceutical Industries Ltd. sponsored ADR	27,996		1,400,920
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
The Medicines Company (a)	1,941		$ 25,582
ViroPharma, Inc. (a)	3,230		49,904
Vivus, Inc. (a)(d)	3,201		20,807
Warner Chilcott PLC	9,886		187,933
XenoPort, Inc. (a)	1,086		8,417
			3,181,285
TOTAL HEALTH CARE			19,142,892
INDUSTRIALS - 5.3%
Aerospace & Defense - 0.3%
AeroVironment, Inc. (a)	952		23,514
American Science & Engineering, Inc.	405		32,651
Applied Energetics, Inc. (a)	4,146		3,317
Applied Signal Technology, Inc.	651		21,392
Ascent Solar Technologies, Inc. (a)(d)	1,971		6,287
BE Aerospace, Inc. (a)	3,984		141,432
Ceradyne, Inc. (a)	1,041		27,503
Elbit Systems Ltd.	1,595		74,646
GeoEye, Inc. (a)	850		33,881
Global Defense Technology & Systems, Inc.	452		6,165
Herley Industries, Inc. (a)	765		12,439
Innovative Solutions & Support, Inc. (a)	856		4,734
KEYW Holding Corp.	1,000		12,500
Kratos Defense & Security Solutions, Inc. (a)	719		7,600
Ladish Co., Inc. (a)	606		28,446
LMI Aerospace, Inc. (a)	461		7,500
Sypris Solutions, Inc. (a)	981		3,345
Taser International, Inc. (a)	2,706		10,905
			458,257
Air Freight & Logistics - 0.8%
Air Transport Services Group, Inc. (a)	2,160		15,941
Atlas Air Worldwide Holdings, Inc. (a)	865		47,194
C.H. Robinson Worldwide, Inc.	6,358		468,648
Dynamex, Inc. (a)	546		13,186
Expeditors International of Washington, Inc.	8,199		433,727
Forward Air Corp.	1,200		33,024
Hub Group, Inc. Class A (a)	1,385		45,193
Pacer International, Inc. (a)	1,536		8,586
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - continued
Park-Ohio Holdings Corp. (a)	711		$ 13,758
UTI Worldwide, Inc.	3,996		76,923
			1,156,180
Airlines - 0.2%
Allegiant Travel Co.	716		35,750
Hawaiian Holdings, Inc. (a)	2,395		18,921
JetBlue Airways Corp. (a)	11,197		76,028
Pinnacle Airlines Corp. (a)	1,261		10,252
Republic Airways Holdings, Inc. (a)	1,686		13,083
Ryanair Holdings PLC sponsored ADR	4,488		137,019
SkyWest, Inc.	2,269		36,735
			327,788
Building Products - 0.1%
AAON, Inc.	698		17,904
American Woodmark Corp.	641		13,339
Apogee Enterprises, Inc.	1,206		13,568
Builders FirstSource, Inc. (a)	4,781		7,554
China Architectural Engineering, Inc. (a)	5,793		3,425
China Ceramics Co. Ltd. (a)	800		5,880
Gibraltar Industries, Inc. (a)	1,131		11,502
Insteel Industries, Inc.	916		9,499
PGT, Inc. (a)	3,371		7,416
Universal Forest Products, Inc.	625		20,425
			110,512
Commercial Services & Supplies - 0.8%
APAC Customer Services, Inc. (a)	2,018		11,947
Casella Waste Systems, Inc. Class A (a)	1,146		5,226
CECO Environmental Corp. (a)	516		2,828
Cintas Corp.	5,789		154,827
Copart, Inc. (a)	3,130		111,052
Courier Corp.	435		6,181
EnerNOC, Inc. (a)	886		21,734
Fuel Tech, Inc. (a)	971		7,098
G&K Services, Inc. Class A	701		19,446
Guanwei Recycling Corp. (a)	760		2,782
Healthcare Services Group, Inc.	2,547		40,574
Heritage-Crystal Clean, Inc. (a)	214		2,072
Herman Miller, Inc.	2,200		47,388
Industrial Services of America, Inc. (a)	459		4,856
InnerWorkings, Inc. (a)	2,041		12,593
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Interface, Inc. Class A	2,161		$ 31,205
Intersections, Inc.	661		6,874
Kimball International, Inc. Class B	1,425		8,351
McGrath RentCorp.	1,260		35,179
Mobile Mini, Inc. (a)	1,500		27,105
Multi-Color Corp.	386		7,546
Perma-Fix Environmental Services, Inc. (a)	2,776		4,192
R.R. Donnelley & Sons Co.	8,100		127,656
RINO International Corp. (a)(d)	1,100		6,688
Standard Parking Corp. (a)	945		16,783
Stericycle, Inc. (a)	3,300		243,870
Sykes Enterprises, Inc. (a)	1,710		31,464
Team, Inc. (a)	990		20,156
Tetra Tech, Inc. (a)	2,532		58,515
United Stationers, Inc. (a)	966		61,312
US Ecology, Inc.	836		13,134
WCA Waste Corp. (a)	886		5,112
			1,155,746
Construction & Engineering - 0.2%
Foster Wheeler Ag (a)	4,973		139,244
Great Lakes Dredge & Dock Corp.	1,716		13,179
Insituform Technologies, Inc. Class A (a)	1,302		28,826
Integrated Electrical Services, Inc. (a)	731		2,303
Layne Christensen Co. (a)	896		29,541
MYR Group, Inc. (a)	855		13,483
Northwest Pipe Co. (a)	495		10,984
Primoris Services Corp.	1,250		11,050
Sterling Construction Co., Inc. (a)	641		8,647
UniTek Global Services, Inc. (a)	1,300		5,876
			263,133
Electrical Equipment - 0.4%
A-Power Energy Generation Systems, Ltd. (a)(d)	1,380		8,777
A123 Systems, Inc. (a)(d)	3,951		30,383
Active Power, Inc. (a)	4,641		9,653
Advanced Battery Technologies, Inc. (a)(d)	2,422		9,155
American Superconductor Corp. (a)	1,596		53,115
Beacon Power Corp. (a)	13,050		3,148
Broadwind Energy, Inc. (a)	3,623		6,920
Capstone Turbine Corp. (a)	6,826		5,338
China BAK Battery, Inc. (a)(d)	1,801		3,386
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
China Electric Motor, Inc.	1,000		$ 4,870
China Recycling Energy Corp. (a)	1,590		4,691
China Ritar Power Corp. (a)	1,282		3,795
Coleman Cable, Inc. (a)	616		3,542
Deswell Industries, Inc.	861		2,798
Encore Wire Corp.	1,031		23,486
Ener1, Inc. (a)(d)	5,496		23,908
Franklin Electric Co., Inc.	921		35,836
FuelCell Energy, Inc. (a)	2,821		3,188
Fushi Copperweld, Inc. (a)	1,398		12,554
Global Power Equipment Group, Inc. (a)	586		11,673
Harbin Electric, Inc. (a)	1,136		18,494
Highpower International, Inc. (a)	470		1,589
Hoku Corp. (a)(d)	3,339		8,481
Hydrogenics Corp. (a)	259		984
II-VI, Inc. (a)	1,191		48,629
Jinpan International Ltd.	717		7,335
Lihua International, Inc. (a)	980		11,740
Lime Energy Co. (a)	1,124		4,608
LSI Industries, Inc.	696		6,146
Ocean Power Technologies, Inc. (a)	585		3,329
Plug Power, Inc. (a)	5,056		2,048
Powell Industries, Inc. (a)	606		21,319
PowerSecure International, Inc. (a)	710		6,120
Preformed Line Products Co.	176		8,184
Satcon Technology Corp. (a)	1,982		6,996
Ultralife Corp. (a)	901		5,640
Valence Technology, Inc. (a)(d)	4,926		6,552
Vicor Corp.	1,551		26,026
Woodward Governor Co.	2,676		90,315
			544,751
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	806		35,786
Machinery - 1.4%
3D Systems Corp. (a)	996		28,027
Altra Holdings, Inc. (a)	1,161		19,482
American Railcar Industries, Inc. (a)	750		11,258
Astec Industries, Inc. (a)	911		27,284
Bucyrus International, Inc. Class A	3,133		279,338
Chart Industries, Inc. (a)	1,266		40,044
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
China Fire & Security Group, Inc. (a)	1,005		$ 7,256
China Valves Technology, Inc. (a)	1,200		12,132
China Wind Systems, Inc. (a)	1,355		5,000
Columbus McKinnon Corp. (NY Shares) (a)	885		14,523
Commercial Vehicle Group, Inc. (a)	1,360		19,271
Dynamic Materials Corp.	450		7,241
Energy Recovery, Inc. (a)(d)	1,776		5,914
Flow International Corp. (a)	2,325		7,696
Force Protection, Inc. (a)	2,703		13,866
FreightCar America, Inc.	461		11,451
Gencor Industries, Inc. (a)	346		2,446
Hardinge, Inc.	390		3,223
Hurco Companies, Inc. (a)	225		4,334
Joy Global, Inc.	3,944		301,006
L.B. Foster Co. Class A (a)	576		19,981
Lincoln Electric Holdings, Inc.	1,716		105,809
Makita Corp. sponsored ADR	86		3,099
Middleby Corp. (a)	831		66,871
NN, Inc. (a)	1,041		10,410
Nordson Corp.	1,384		109,931
Omega Flex, Inc.	360		6,109
PACCAR, Inc.	14,225		766,159
PMFG, Inc. (a)	424		6,318
Portec Rail Products, Inc.	856		9,930
RBC Bearings, Inc. (a)	990		36,521
SmartHeat, Inc. (a)	1,250		5,938
Sun Hydraulics Corp.	701		21,843
Tecumseh Products Co.:
Class A (non-vtg.) (a)	801		10,677
Class B (a)	281		3,816
Thermadyne Holdings Corp. (a)	405		6,059
TriMas Corp. (a)	1,201		23,960
Twin Disc, Inc.	345		8,418
Westport Innovations, Inc.	1,397		25,257
			2,067,898
Marine - 0.1%
American Commercial Lines, Inc. (a)	468		15,444
DryShips, Inc. (a)(d)	10,925		56,482
Eagle Bulk Shipping, Inc. (a)(d)	2,733		13,665
Euroseas Ltd.	1,365		5,283
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Marine - continued
FreeSeas, Inc. (a)	291		$ 1,144
Newlead Holdings Ltd. (a)	85		227
OceanFreight, Inc. (a)	3,456		3,318
Star Bulk Carriers Corp. (d)	2,781		7,981
TBS International Ltd. Class A (a)	1,115		4,237
Ultrapetrol (Bahamas) Ltd. (a)	1,156		7,988
			115,769
Professional Services - 0.3%
51job, Inc. sponsored ADR (a)	382		19,383
Acacia Research Corp. - Acacia Technologies (a)	1,423		38,777
Advisory Board Co. (a)	761		36,117
Barrett Business Services, Inc.	420		6,229
CoStar Group, Inc. (a)	765		40,346
CRA International, Inc. (a)	480		10,608
Exponent, Inc. (a)	600		20,952
Heidrick & Struggles International, Inc.	756		15,702
Hudson Highland Group, Inc. (a)	976		3,982
Huron Consulting Group, Inc. (a)	836		18,986
ICF International, Inc. (a)	797		19,080
Kelly Services, Inc. Class A (non-vtg.) (a)	1,230		21,986
Kforce, Inc. (a)	1,701		25,702
LECG Corp. (a)	1,701		1,603
Lightbridge Corp. (a)	719		3,710
Odyssey Marine Exploration, Inc. (a)	3,919		7,760
On Assignment, Inc. (a)	1,606		11,033
Resources Connection, Inc.	1,691		28,290
School Specialty, Inc. (a)	750		9,473
Verisk Analytics, Inc. (a)	5,636		170,602
VSE Corp.	201		6,104
			516,425
Road & Rail - 0.4%
AMERCO (a)	806		78,134
Arkansas Best Corp.	1,011		24,906
Covenant Transport Group, Inc. Class A (a)	856		7,276
Frozen Food Express Industries, Inc. (a)	1,725		6,089
Heartland Express, Inc.	3,488		53,890
J.B. Hunt Transport Services, Inc.	4,771		174,142
Landstar System, Inc.	1,920		69,024
Marten Transport Ltd.	786		16,899
Old Dominion Freight Lines, Inc. (a)	2,394		69,139
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - continued
P.A.M. Transportation Services, Inc. (a)	646		$ 6,996
Patriot Transportation Holding, Inc. (a)	146		10,865
Quality Distribution, Inc. (a)	846		5,871
Saia, Inc. (a)	637		9,600
Universal Truckload Services, Inc. (a)	891		13,365
USA Truck, Inc. (a)	420		5,565
Vitran Corp., Inc. (a)	946		10,974
Werner Enterprises, Inc.	2,688		58,007
YRC Worldwide, Inc. (a)(d)	1,568		5,472
			626,214
Trading Companies & Distributors - 0.3%
Aceto Corp.	966		7,235
Beacon Roofing Supply, Inc. (a)	2,076		35,686
DXP Enterprises, Inc. (a)	391		8,414
Fastenal Co.	5,725		306,402
H&E Equipment Services, Inc. (a)	1,290		12,836
Houston Wire & Cable Co.	776		8,264
Kaman Corp.	1,038		29,240
Lawson Products, Inc.	600		12,066
Mitsui & Co. Ltd. sponsored ADR	40		12,507
Rush Enterprises, Inc.:
Class A (a)	1,043		18,326
Class B (a)	625		10,950
Titan Machinery, Inc. (a)	836		17,527
			479,453
Transportation Infrastructure - 0.0%
China Infrastructure Investment Corp. (a)	3,900		2,395
Grupo Aeroportuario Norte SAB de CV ADR (a)	200		3,032
			5,427
TOTAL INDUSTRIALS			7,863,339
INFORMATION TECHNOLOGY - 52.5%
Communications Equipment - 7.5%
Acme Packet, Inc. (a)	2,426		118,825
ADC Telecommunications, Inc. (a)	3,807		48,425
Adtran, Inc.	2,157		67,169
Alvarion Ltd. (a)	2,981		7,810
Anaren, Inc. (a)	802		14,604
Arris Group, Inc. (a)	4,626		46,306
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Aruba Networks, Inc. (a)	4,149		$ 87,959
AudioCodes Ltd. (a)	1,980		8,969
Aviat Networks, Inc. (a)	3,025		12,524
Bel Fuse, Inc. Class B (non-vtg.)	371		8,329
BigBand Networks, Inc. (a)	2,891		8,615
Black Box Corp.	780		27,947
Blue Coat Systems, Inc. (a)	1,596		42,454
Brocade Communications Systems, Inc. (a)	17,129		85,302
Ceragon Networks Ltd. (a)	1,336		14,242
China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)	1,185		4,657
Ciena Corp. (a)	3,646		55,237
Cisco Systems, Inc. (a)	222,900		4,270,764
Cogo Group, Inc. (a)	1,545		11,557
Comtech Telecommunications Corp.	1,006		29,838
DG FastChannel, Inc. (a)	1,097		27,677
Dialogic, Inc. (a)	1,081		5,567
Digi International, Inc. (a)	1,635		15,696
Ditech Networks, Inc. (a)	1,626		2,341
DragonWave, Inc. (a)	1,400		10,542
EchoStar Holding Corp. Class A (a)	1,821		36,730
EMCORE Corp. (a)(d)	2,736		3,502
EMS Technologies, Inc. (a)	668		12,418
Endwave Corp. (a)	891		2,406
EXFO, Inc. (sub. vtg.) (a)	907		5,690
Extreme Networks, Inc. (a)	3,522		10,319
F5 Networks, Inc. (a)	3,092		407,773
Finisar Corp. (a)	2,814		53,804
Gilat Satellite Networks Ltd. (a)	2,426		11,718
Globecomm Systems, Inc. (a)	721		6,092
Harmonic, Inc. (a)	4,396		29,717
Hughes Communications, Inc. (a)	853		33,779
Infinera Corp. (a)	3,871		31,587
InterDigital, Inc. (a)(d)	1,730		57,211
Ituran Location & Control Ltd.	1,485		22,839
Ixia (a)	3,000		47,580
JDS Uniphase Corp. (a)	8,481		100,669
KVH Industries, Inc. (a)	511		6,771
Loral Space & Communications Ltd. (a)	823		60,145
Meru Networks, Inc. (a)	574		7,961
Mitel Networks, Inc. (a)	1,991		13,021
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
NETGEAR, Inc. (a)	1,260		$ 40,043
Network Engines, Inc. (a)	1,962		3,021
Network Equipment Technologies, Inc. (a)	1,349		5,477
Occam Networks, Inc. (a)	1,380		10,267
Oclaro, Inc. (a)	1,879		18,226
Oplink Communications, Inc. (a)	687		11,878
Opnext, Inc. (a)	2,370		3,247
ORBCOMM, Inc. (a)	1,486		3,923
Orckit Communications Ltd. (a)	771		2,066
Parkervision, Inc. (a)(d)	1,071		455
PC-Tel, Inc. (a)	1,116		7,008
Polycom, Inc. (a)	3,186		117,898
Powerwave Technologies, Inc. (a)(d)	5,220		11,014
QUALCOMM, Inc.	62,700		2,930,598
RADWARE Ltd. (a)	749		23,241
Research In Motion Ltd. (a)	20,700		1,280,295
Riverbed Technology, Inc. (a)	5,490		186,166
SeaChange International, Inc. (a)	1,311		10,540
ShoreTel, Inc. (a)	2,706		19,213
Sierra Wireless, Inc. (a)	1,722		18,988
Silicom Ltd. (a)	345		5,592
Sonus Networks, Inc. (a)	10,536		28,236
Sycamore Networks, Inc.	1,169		35,093
Symmetricom, Inc. (a)	2,446		16,266
Tekelec (a)	2,626		32,431
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR	9,400		97,008
Telestone Technologies Corp. (a)	314		3,426
Tellabs, Inc.	13,974		88,176
Telular Corp.	915		4,868
Tollgrade Communications, Inc. (a)	711		6,086
UTStarcom, Inc. (a)	4,161		8,905
ViaSat, Inc. (a)	1,375		56,870
Westell Technologies, Inc. Class A (a)	1,302		3,867
Zhone Technologies, Inc. (a)	2,720		7,181
ZST Digital Networks, Inc. (a)	1,005		7,045
			11,099,702
Computers & Peripherals - 9.5%
ActivIdentity Corp. (a)	2,190		7,118
Apple, Inc. (a)	35,620		11,083,133
Avid Technology, Inc. (a)	1,551		24,165
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Concurrent Computer Corp. (a)	360		$ 1,721
Cray, Inc. (a)	1,843		13,159
Dell, Inc. (a)	75,938		1,003,900
Dot Hill Systems Corp. (a)	3,411		6,072
Electronics for Imaging, Inc. (a)	1,324		17,331
Hutchinson Technology, Inc. (a)	1,056		3,274
iGO, Inc. (a)	1,366		4,330
Immersion Corp. (a)	1,335		7,489
Intevac, Inc. (a)	911		12,116
Isilon Systems, Inc. (a)	2,565		86,569
LaserCard Corp. (a)	503		2,133
Logitech International SA (a)(d)	7,101		137,191
NetApp, Inc. (a)	13,800		702,834
Novatel Wireless, Inc. (a)	1,997		19,591
Presstek, Inc. (a)	1,594		2,949
QLogic Corp. (a)	4,442		79,467
Rimage Corp. (a)	400		6,120
SanDisk Corp. (a)	9,028		402,649
Seagate Technology (a)	18,422		247,039
Silicon Graphics International Corp. (a)	1,011		7,775
Smart Technologies, Inc. Class A (a)	1,547		15,386
STEC, Inc. (a)(d)	1,881		31,968
Stratasys, Inc. (a)	722		24,418
Super Micro Computer, Inc. (a)	1,221		12,576
Synaptics, Inc. (a)	1,350		38,475
Transact Technologies, Inc. (a)	1,251		11,334
Xyratex Ltd. (a)	1,176		17,969
			14,030,251
Electronic Equipment & Components - 1.3%
Agilysys, Inc. (a)	1,050		5,387
Brightpoint, Inc. (a)	3,126		25,633
CalAmp Corp. (a)	2,713		6,837
Cogent, Inc. (a)	3,600		37,764
Cognex Corp.	1,796		50,216
Coherent, Inc. (a)	975		40,277
Comverge, Inc. (a)	1,083		7,224
CPI International, Inc. (a)	885		17,125
Daktronics, Inc.	1,761		23,738
DDi Corp.	823		8,633
DTS, Inc. (a)	851		39,946
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Echelon Corp. (a)	1,830		$ 17,440
Electro Rent Corp.	1,080		16,006
Electro Scientific Industries, Inc. (a)	1,335		19,945
FARO Technologies, Inc. (a)	690		17,919
Flextronics International Ltd. (a)	32,000		232,000
FLIR Systems, Inc. (a)	5,880		157,613
Funtalk China Holdings Ltd. (a)	1,550		9,409
HLS Systems International Ltd. (a)	1,991		27,098
I. D. Systems Inc. (a)	601		1,599
Identive Group, Inc. (a)	1,560		3,682
Insight Enterprises, Inc. (a)	2,136		26,935
IPG Photonics Corp. (a)	1,566		44,882
Itron, Inc. (a)	1,543		87,596
Littelfuse, Inc.	801		37,062
LoJack Corp. (a)	1,051		5,181
Magal Security Systems Ltd. (a)	1,506		4,654
Maxwell Technologies, Inc. (a)	855		13,825
Measurement Specialties, Inc. (a)	521		13,327
Mercury Computer Systems, Inc. (a)	951		16,937
Microvision, Inc. (a)(d)	3,433		4,841
Molex, Inc.	3,921		81,557
Molex, Inc. Class A (non-vtg.)	3,066		53,410
MTS Systems Corp.	776		29,736
Multi-Fineline Electronix, Inc. (a)	1,116		26,003
National Instruments Corp.	3,051		104,100
NetList, Inc. (a)(d)	2,862		6,611
Newport Corp. (a)	1,221		17,741
NU Horizons Electronics Corp. (a)	1,611		11,213
Orbotech Ltd. (a)	1,410		15,538
OSI Systems, Inc. (a)	716		24,967
PC Connection, Inc. (a)	691		6,233
PC Mall, Inc. (a)	556		3,909
Planar Systems, Inc. (a)	1,943		4,177
Plexus Corp. (a)	1,731		46,971
Power-One, Inc. (a)(d)	4,043		38,206
RadiSys Corp. (a)	936		8,452
Richardson Electronics Ltd.	1,201		12,863
Rofin-Sinar Technologies, Inc. (a)	1,121		32,184
Sanmina-SCI Corp. (a)	3,082		32,207
ScanSource, Inc. (a)	1,206		35,179
SMART Modular Technologies (WWH), Inc. (a)	2,116		11,850
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Spectrum Control, Inc. (a)	396		$ 6,047
Tech Data Corp. (a)	1,650		72,716
Trimble Navigation Ltd. (a)	4,458		166,016
TTM Technologies, Inc. (a)	2,908		38,546
Universal Display Corp. (a)	1,500		37,140
Viasystems Group, Inc. (a)	708		12,284
X-Rite, Inc. (a)	3,195		13,451
Zygo Corp. (a)	1,006		11,529
			1,981,567
Internet Software & Services - 7.8%
Akamai Technologies, Inc. (a)	7,000		365,330
Ancestry.com, Inc.	1,610		46,014
Archipelago Learning, Inc.	1,052		9,079
Art Technology Group, Inc. (a)	5,686		33,945
Autobytel, Inc. (a)	1,756		1,317
Baidu.com, Inc. sponsored ADR (a)	10,406		1,094,607
China Finance Online Co. Ltd. ADR (a)	915		6,899
ChinaCache International Holdings Ltd. sponsored ADR	225		6,233
comScore, Inc. (a)	1,086		23,892
Constant Contact, Inc. (a)	1,125		28,789
CryptoLogic Ltd.	480		576
DealerTrack Holdings, Inc. (a)	1,896		36,214
Digital River, Inc. (a)	1,521		56,003
EarthLink, Inc.	4,455		39,939
eBay, Inc. (a)	51,200		1,491,456
Enternet Gold Golden Lines Ltd. (a)	720		19,836
Equinix, Inc. (a)	1,731		134,326
GigaMedia Ltd. (a)	2,131		2,983
Google, Inc. Class A (a)	9,600		5,334,816
GSI Commerce, Inc. (a)	2,462		58,719
HSW International, Inc. (a)	177		715
IAC/InterActiveCorp (a)	3,295		92,787
InfoSpace, Inc. (a)	1,401		10,816
Internap Network Services Corp. (a)	2,287		11,961
Internet Brands, Inc. Class A (a)	1,440		19,195
Internet Capital Group, Inc. (a)	1,455		18,027
Internet Initiative Japan, Inc. sponsored ADR	711		4,067
iPass, Inc.	2,406		2,863
j2 Global Communications, Inc. (a)	1,719		46,035
Keynote Systems, Inc.	675		8,262
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
KIT Digital, Inc. (a)	743		$ 10,231
Ku6 Media Co. Ltd. sponsored ADR (a)	1,681		9,229
Limelight Networks, Inc. (a)	3,326		23,615
Liquidity Services, Inc. (a)	1,191		18,425
LivePerson, Inc. (a)	2,295		22,170
Local.com Corp. (a)	299		1,139
LogMeIn, Inc. (a)	845		37,003
LoopNet, Inc. (a)	1,320		14,071
Marchex, Inc. Class B	1,791		12,931
Market Leader, Inc. (a)	861		1,627
MediaMind Technologies, Inc. (a)	704		9,236
Mercadolibre, Inc. (a)	1,716		109,172
ModusLink Global Solutions, Inc. (a)	1,665		11,156
Move, Inc. (a)	6,181		15,638
NaviSite, Inc. (a)	3,590		12,709
NetEase.com, Inc. sponsored ADR (a)	2,946		112,478
NIC, Inc.	2,461		20,549
Open Text Corp. (a)	2,210		93,644
OpenTable, Inc. (a)	949		68,840
Openwave Systems, Inc. (a)	3,561		8,511
Perficient, Inc. (a)	1,516		17,100
QuinStreet, Inc. (d)	1,753		35,060
RADVision Ltd. (a)	1,225		9,567
RealNetworks, Inc. (a)	5,541		18,950
Rediff.com India Ltd. sponsored ADR (a)(d)	1,411		4,318
RightNow Technologies, Inc. (a)	1,431		36,247
Saba Software, Inc. (a)	1,606		9,684
SAVVIS, Inc. (a)	2,286		57,447
SciQuest, Inc.	800		10,728
Selectica, Inc. (a)	342		1,703
Sify Technologies Ltd. sponsored ADR (a)(d)	3,442		6,161
Sina Corp. (a)	2,341		149,871
Sohu.com, Inc. (a)	1,395		96,855
SPS Commerce, Inc. (a)	530		6,286
Stamps.com, Inc.	675		8,883
Subaye, Inc. (a)	542		3,864
Support.com, Inc. (a)	2,745		17,760
TechTarget, Inc. (a)	1,500		8,925
Terremark Worldwide, Inc. (a)	2,116		25,318
The Knot, Inc. (a)	1,311		12,258
TheStreet.com, Inc.	1,096		2,937
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Travelzoo, Inc. (a)	751		$ 32,285
United Online, Inc.	3,243		20,642
ValueClick, Inc. (a)	3,087		47,972
VeriSign, Inc. (a)	7,247		248,645
VistaPrint Ltd. (a)	1,701		68,584
Vocus, Inc. (a)	821		20,098
Web.com, Inc. (a)	1,320		10,679
WebMD Health Corp. (a)	2,196		112,743
WebMediaBrands, Inc. (a)	1,696		1,391
Yahoo!, Inc. (a)	53,599		845,256
Zix Corp. (a)	4,116		15,805
			11,582,097
IT Services - 2.2%
Acorn Energy, Inc. (a)	1,101		4,393
Acxiom Corp. (a)	3,216		54,704
Automatic Data Processing, Inc.	19,411		865,148
Cass Information Systems, Inc.	385		13,614
China Information Technology, Inc. (a)	1,900		10,032
Cognizant Technology Solutions Corp. Class A (a)	11,640		756,367
Computer Task Group, Inc. (a)	717		7,062
CSG Systems International, Inc. (a)	1,356		25,520
Echo Global Logistics, Inc. (a)	1,404		16,076
Edgewater Technology, Inc. (a)	876		2,523
Euronet Worldwide, Inc. (a)	1,986		32,491
ExlService Holdings, Inc. (a)	1,236		25,548
Fiserv, Inc. (a)	5,954		329,256
Forrester Research, Inc.	975		33,784
Hackett Group, Inc. (a)	1,695		5,966
hiSoft Technology International Ltd. ADR (a)(d)	463		12,895
iGate Corp.	2,041		40,820
Information Services Group, Inc. (a)	1,246		2,754
Infosys Technologies Ltd. sponsored ADR	4,154		274,787
Innodata Isogen, Inc. (a)	1,261		3,707
Integral Systems, Inc. (a)	1,311		11,956
Lionbridge Technologies, Inc. (a)	2,146		6,996
LML Payment Systems, Inc. (a)(d)	2,399		7,173
ManTech International Corp. Class A (a)	800		31,936
NCI, Inc. Class A (a)	491		10,787
Ness Technologies, Inc. (a)	1,176		5,304
Online Resources Corp. (a)	976		4,226
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
Paychex, Inc.	14,192		$ 405,040
PFSweb, Inc. (a)	151		590
PRG-Schultz International, Inc. (a)	1,731		10,057
Rainmaker Systems, Inc. (a)	2,401		3,145
Sapient Corp.	4,614		55,045
Syntel, Inc.	1,458		69,605
Teletech Holdings, Inc. (a)	2,691		51,021
Telvent GIT SA (a)	1,232		29,396
Virtusa Corp. (a)	1,000		13,640
Yucheng Technologies Ltd. (a)	496		1,612
			3,234,976
Office Electronics - 0.0%
Zebra Technologies Corp. Class A (a)	2,286		83,302
Semiconductors & Semiconductor Equipment - 9.2%
Advanced Analogic Technologies, Inc. (a)	2,818		10,314
Advanced Energy Industries, Inc. (a)	1,500		17,520
Aixtron AG sponsored ADR	188		5,764
Alpha & Omega Semiconductor Ltd. (a)	820		9,643
Altera Corp.	11,643		408,553
Amkor Technology, Inc. (a)	7,661		53,321
Amtech Systems, Inc. (a)	401		8,301
ANADIGICS, Inc. (a)	3,015		19,356
Applied Materials, Inc.	52,152		648,249
Applied Micro Circuits Corp. (a)	2,420		22,458
ARM Holdings PLC sponsored ADR	3,037		56,944
ASM International NV unit (a)	345		8,546
ASML Holding NV	4,143		135,186
Atheros Communications, Inc. (a)	2,647		86,186
Atmel Corp. (a)	17,856		185,524
ATMI, Inc. (a)	1,291		23,173
AuthenTec, Inc. (a)	1,051		2,260
Avago Technologies Ltd.	9,352		244,181
Axcelis Technologies, Inc. (a)	4,561		11,311
AXT, Inc. (a)	1,989		16,409
Broadcom Corp. Class A	17,259		767,853
Brooks Automation, Inc. (a)	3,006		21,794
Cabot Microelectronics Corp. (a)	981		38,720
Camtek Ltd. (a)	1,486		3,745
Canadian Solar, Inc. (a)(d)	1,991		25,923
Cavium Networks, Inc. (a)	1,684		61,963
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Ceva, Inc. (a)	1,050		$ 24,360
China Sunergy Co. Ltd. ADR (a)(d)	1,320		5,755
ChipMOS TECHNOLOGIES (Bermuda) Ltd. (a)	8,447		11,910
Cirrus Logic, Inc. (a)(d)	2,601		39,717
Cohu, Inc.	885		12,815
Conexant Systems, Inc. (a)	2,595		3,529
Cree, Inc. (a)	4,085		266,260
Cymer, Inc. (a)	1,206		45,912
Cypress Semiconductor Corp. (a)	6,050		94,804
Diodes, Inc. (a)	1,626		40,162
DSP Group, Inc. (a)	1,305		9,983
Energy Conversion Devices, Inc. (a)	1,811		8,131
Entegris, Inc. (a)	5,220		33,930
Entropic Communications, Inc. (a)	3,249		29,046
Evergreen Solar, Inc. (a)(d)	8,813		6,857
Exar Corp. (a)	1,755		11,759
Ezchip Semiconductor Ltd. (a)	1,020		24,837
FEI Co. (a)	1,455		34,629
First Solar, Inc. (a)(d)	3,298		405,159
FormFactor, Inc. (a)	1,856		17,224
FSI International, Inc. (a)	1,656		5,846
GSI Technology, Inc. (a)	1,220		9,028
GT Solar International, Inc. (a)	5,936		39,712
Himax Technologies, Inc. sponsored ADR	3,511		7,303
Hittite Microwave Corp. (a)	1,341		76,759
Ikanos Communications, Inc. (a)	1,860		2,046
Integrated Device Technology, Inc. (a)	7,126		45,820
Integrated Silicon Solution, Inc. (a)	1,011		8,078
Intel Corp.	217,000		4,583,040
Intersil Corp. Class A	4,941		62,998
IXYS Corp. (a)	1,626		18,195
JA Solar Holdings Co. Ltd. ADR (a)	4,791		33,202
KLA-Tencor Corp.	6,418		235,348
Kopin Corp. (a)	3,306		13,290
Kulicke & Soffa Industries, Inc. (a)	2,871		19,035
Lam Research Corp. (a)	4,935		223,704
Lattice Semiconductor Corp. (a)	4,891		21,765
Linear Technology Corp.	8,669		282,609
LTX-Credence Corp. (a)	2,029		15,989
Marvell Technology Group Ltd. (a)	24,740		477,235
Mattson Technology, Inc. (a)	2,176		6,028
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Maxim Integrated Products, Inc.	11,719		$ 272,467
Mellanox Technologies Ltd. (a)	1,272		30,312
Micrel, Inc.	3,171		39,257
Microchip Technology, Inc.	7,211		242,362
Micron Technology, Inc. (a)	38,862		282,138
Microsemi Corp. (a)	3,096		68,545
Microtune, Inc. (a)	3,141		9,172
Mindspeed Technologies, Inc. (a)	1,178		7,339
MIPS Technologies, Inc. (a)	1,995		27,112
MKS Instruments, Inc. (a)	1,961		39,946
Monolithic Power Systems, Inc. (a)	1,386		22,356
MoSys, Inc. (a)	1,530		6,242
Nanometrics, Inc. (a)	801		9,492
Netlogic Microsystems, Inc. (a)	2,433		75,910
Nova Measuring Instruments Ltd. (a)	1,096		7,288
Novellus Systems, Inc. (a)	3,795		114,419
NVE Corp. (a)	210		10,708
NVIDIA Corp. (a)	21,452		291,747
NXP Semiconductors NV	9,657		121,485
O2Micro International Ltd. sponsored ADR (a)	1,626		10,081
Omnivision Technologies, Inc. (a)	2,101		59,437
ON Semiconductor Corp. (a)	16,281		132,772
PDF Solutions, Inc. (a)	1,350		5,387
Pericom Semiconductor Corp. (a)	1,356		13,546
Photronics, Inc. (a)	2,236		14,288
Pixelworks, Inc. (a)	598		2,111
PLX Technology, Inc. (a)	2,101		7,059
PMC-Sierra, Inc. (a)	8,936		64,786
Power Integrations, Inc.	1,000		40,290
QuickLogic Corp. (a)	1,546		9,245
Rambus, Inc. (a)	4,458		89,205
Ramtron International Corp. (a)	1,221		4,444
RDA Microelectronics, Inc. sponsored ADR	350		5,607
RF Micro Devices, Inc. (a)	11,151		78,169
Rubicon Technology, Inc. (a)(d)	951		20,865
Rudolph Technologies, Inc. (a)	1,086		8,102
Semtech Corp. (a)	2,601		60,837
Sigma Designs, Inc. (a)	1,146		13,752
Silicon Image, Inc. (a)	3,261		25,012
Silicon Laboratories, Inc. (a)	1,811		76,931
Silicon Motion Technology Corp. sponsored ADR (a)	1,231		4,949
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Siliconware Precision Industries Co. Ltd. sponsored ADR	4,347		$ 22,344
Skyworks Solutions, Inc. (a)	6,621		168,504
Solarfun Power Holdings Co. Ltd. ADR (a)	1,791		14,883
Spreadtrum Communications, Inc. ADR (a)	1,338		21,876
Standard Microsystems Corp. (a)	956		26,051
SunPower Corp.:
Class A (a)	2,097		24,451
Class B (a)	1,660		19,049
Supertex, Inc. (a)	494		12,355
Tessera Technologies, Inc. (a)	1,821		36,256
Tower Semiconductor Ltd. (a)	9,998		13,897
TranSwitch Corp. (a)	804		1,640
Trident Microsystems, Inc. (a)	8,196		15,163
TriQuint Semiconductor, Inc. (a)	5,941		70,757
Ultra Clean Holdings, Inc. (a)	1,066		8,357
Ultratech, Inc. (a)	995		18,278
Varian Semiconductor Equipment Associates, Inc. (a)	2,991		94,306
Veeco Instruments, Inc. (a)(d)	1,502		66,058
Verigy Ltd. (a)	2,511		21,494
Vimicro International Corp. sponsored ADR (a)	2,017		6,394
Volterra Semiconductor Corp. (a)	1,266		28,510
Xilinx, Inc.	10,453		283,485
Zoran Corp. (a)	1,861		12,804
			13,619,090
Software - 15.0%
ACI Worldwide, Inc. (a)	1,546		39,253
Activision Blizzard, Inc.	48,942		574,579
Actuate Corp. (a)	1,740		9,814
Adobe Systems, Inc. (a)	20,500		568,465
Advent Software, Inc. (a)	1,011		52,147
Allot Communications Ltd. (a)	945		7,929
American Software, Inc. Class A	846		5,677
ANSYS, Inc. (a)	3,591		174,164
Ariba, Inc. (a)	3,406		68,920
AsiaInfo Holdings, Inc. (a)	2,883		48,002
Aspen Technology, Inc. (a)	3,566		44,575
Authentidate Holding Corp. (a)	6,174		3,890
Autodesk, Inc. (a)	8,763		309,246
Blackbaud, Inc.	1,626		41,154
Blackboard, Inc. (a)(d)	1,342		55,760
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
BluePhoenix Solutions Ltd. (a)	1,260		$ 2,306
BMC Software, Inc. (a)	6,983		310,045
Bottomline Technologies, Inc. (a)	1,041		19,706
BroadSoft, Inc. (a)	1,060		24,094
CA, Inc.	19,931		456,221
Cadence Design Systems, Inc. (a)	10,371		81,516
Callidus Software, Inc. (a)	2,656		12,802
CDC Corp. Class A (a)	1,412		5,464
CDC Software Corp. ADR (a)	605		4,241
Changyou.com Ltd. (A Shares) ADR (a)	374		10,999
Check Point Software Technologies Ltd. (a)	8,056		345,361
China TransInfo Technlgy Corp. (a)	870		4,594
Cinedigm Digital Cinema Corp. (a)	1,095		1,533
Citrix Systems, Inc. (a)	7,185		477,228
ClickSoftware Technologies Ltd. (a)	1,103		7,170
CommVault Systems, Inc. (a)	1,596		46,491
Compuware Corp. (a)	9,002		92,721
Concur Technologies, Inc. (a)	1,923		98,477
Convio, Inc. (a)	795		5,811
Deltek, Inc. (a)	2,316		16,536
DemandTec, Inc. (a)	1,131		11,706
Descartes Systems Group, Inc. (a)	2,985		20,354
Digimarc Corp. (a)	390		10,959
ebix.com, Inc. (a)	1,287		26,705
Electronic Arts, Inc. (a)	12,766		190,341
Epicor Software Corp. (a)	2,580		24,149
EPIQ Systems, Inc.	1,500		19,110
Evolving Systems, Inc.	1,325		10,468
FalconStor Software, Inc. (a)	2,536		6,746
Fortinet, Inc.	2,621		83,531
Fundtech Ltd. (a)	750		11,798
Glu Mobile, Inc. (a)	5,541		12,246
Guidance Software, Inc. (a)	1,292		7,920
Informatica Corp. (a)	3,711		153,190
Interactive Intelligence, Inc. (a)	1,041		28,149
Intuit, Inc. (a)	12,134		544,695
Jack Henry & Associates, Inc.	3,111		85,055
JDA Software Group, Inc. (a)	1,557		41,113
Kenexa Corp. (a)	971		17,779
KongZhong Corp. sponsored ADR (a)	1,000		7,270
Lawson Software, Inc. (a)	5,978		51,351
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Magic Software Enterprises Ltd.	2,736		$ 17,757
Magma Design Automation, Inc. (a)	2,621		10,851
Majesco Entertainment Co. (a)	2,000		1,454
Manhattan Associates, Inc. (a)	922		28,665
Mentor Graphics Corp. (a)	3,651		41,056
MICROS Systems, Inc. (a)	2,991		130,767
Microsoft Corp.	337,500		8,508,375
MicroStrategy, Inc. Class A (a)	375		32,456
Monotype Imaging Holdings, Inc. (a)	1,551		17,371
Motricity, Inc. (a)(d)	1,688		50,201
Net 1 UEPS Technologies, Inc. (a)	2,000		24,300
NetScout Systems, Inc. (a)	1,866		41,220
Nice Systems Ltd. sponsored ADR (a)	1,581		48,442
Novell, Inc. (a)	13,881		82,731
Nuance Communications, Inc. (a)	11,280		199,374
Opnet Technologies, Inc.	1,026		24,952
Oracle Corp.	195,900		5,297,136
Parametric Technology Corp. (a)	4,148		88,850
Pegasystems, Inc.	1,228		38,007
Perfect World Co. Ltd. sponsored ADR Class B (a)	1,575		37,328
Pervasive Software, Inc. (a)	1,606		8,432
Progress Software Corp. (a)	1,686		65,029
QAD, Inc.	1,651		7,776
QLIK Technologies, Inc.	3,023		71,252
Quest Software, Inc. (a)	3,555		89,942
Radiant Systems, Inc. (a)	1,320		23,826
RealPage, Inc.	2,672		73,213
Renaissance Learning, Inc.	1,200		14,124
Retalix Ltd. (a)	786		10,218
Rovi Corp. (a)	3,952		218,032
S1 Corp. (a)	2,685		17,023
Scientific Learning Corp. (a)	1,966		6,291
Shanda Games Ltd. sponsored ADR (a)	3,749		20,994
Shanda Interactive Entertainment Ltd. sponsored ADR (a)(d)	1,244		49,175
Smith Micro Software, Inc. (a)	1,336		19,960
Sonic Foundry, Inc. (a)	329		4,688
Sonic Solutions, Inc. (a)	2,245		22,405
Sourcefire, Inc. (a)	936		25,394
SRS Labs, Inc. (a)	833		7,097
SS&C Technologies Holdings, Inc. (a)	2,835		55,027
SuccessFactors, Inc. (a)	2,909		87,765
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Symantec Corp. (a)	31,215		$ 524,412
Synchronoss Technologies, Inc. (a)	1,251		32,513
Synopsys, Inc. (a)	5,735		147,332
Take-Two Interactive Software, Inc. (a)(d)	2,856		31,602
Taleo Corp. Class A (a)	1,407		43,195
TeleCommunication Systems, Inc. Class A (a)	1,500		6,990
TeleNav, Inc.	1,766		11,514
The9 Ltd. sponsored ADR (a)(d)	786		5,030
THQ, Inc. (a)	3,315		16,907
TIBCO Software, Inc. (a)	6,069		119,195
TigerLogic Corp. (a)(d)	987		4,550
TiVo, Inc. (a)	4,101		33,710
Ulticom, Inc.	764		6,081
Ultimate Software Group, Inc. (a)	975		42,773
Vasco Data Security International, Inc. (a)	1,515		13,090
Verint Systems, Inc. (a)	1,219		40,105
Versant Corp. (a)	315		3,736
Voltaire Ltd. (a)	1,084		9,377
Wave Systems Corp. Class A (a)(d)	3,219		8,498
Websense, Inc. (a)	1,626		33,707
			22,144,799
TOTAL INFORMATION TECHNOLOGY			77,775,784
MATERIALS - 1.2%
Chemicals - 0.4%
A. Schulman, Inc.	1,300		26,325
Altair Nanotechnologies, Inc. (a)(d)	1,335		3,111
American Pacific Corp. (a)	525		3,218
Ampal-American Israel Corp. Class A (a)	1,950		3,842
Balchem Corp.	1,200		37,152
Cereplast, Inc. (a)	450		1,575
China Agritech, Inc. (a)(d)	738		8,487
Hawkins, Inc.	555		24,159
Innophos Holdings, Inc.	810		27,589
Innospec, Inc. (a)	1,020		21,879
KMG Chemicals, Inc.	511		7,307
Landec Corp. (a)	1,071		6,704
Material Sciences Corp. (a)	570		2,810
Methanex Corp.	3,696		108,295
Penford Corp. (a)	476		2,842
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Senomyx, Inc. (a)	1,501		$ 8,466
ShengdaTech, Inc. (a)	2,025		12,130
Sigma Aldrich Corp.	4,707		297,577
TPC Group, Inc. (a)	698		19,488
Yongye International, Inc. (a)(d)	2,000		15,640
Zagg, Inc. (a)	899		6,473
Zoltek Companies, Inc. (a)	1,281		11,644
			656,713
Construction Materials - 0.0%
United States Lime & Minerals, Inc. (a)	345		14,145
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	300		7,215
Silgan Holdings, Inc.	2,978		101,967
			109,182
Metals & Mining - 0.7%
Century Aluminum Co. (a)	3,466		47,987
China Gerui Adv Mat Group Ltd. (a)(d)	1,568		8,765
China Natural Resources, Inc. (a)(d)	816		12,819
China Precision Steel, Inc. (a)(d)	1,912		2,906
DRDGOLD Ltd. sponsored ADR (d)	970		4,598
Globe Specialty Metals, Inc.	2,759		44,723
Gulf Resources, Inc. (a)	1,170		11,922
Haynes International, Inc.	435		16,821
Horsehead Holding Corp. (a)	1,564		18,189
Kaiser Aluminum Corp.	821		38,505
Olympic Steel, Inc.	480		10,099
Pan American Silver Corp.	4,166		156,017
Qiao Xing Universal Telephone, Inc. (a)(d)	856		1,515
Randgold Resources Ltd. sponsored ADR	2,465		231,858
Royal Gold, Inc.	2,051		105,668
Schnitzer Steel Industries, Inc. Class A	866		49,440
Silver Standard Resources, Inc. (a)	3,100		80,786
SinoCoking Coal and Coke Chemical Industries, Inc. (a)	750		6,195
Steel Dynamics, Inc.	8,500		135,490
Sutor Technology Group Ltd. (a)	1,977		3,578
Universal Stainless & Alloy Products, Inc. (a)	469		14,666
US Energy Corp. (a)	1,078		5,304
WHX Corp. (a)	569		6,185
			1,014,036
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	2,261		$ 15,601
TOTAL MATERIALS			1,809,677
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 0.5%
012 Smile.Communications Ltd.	1,052		31,834
8x8, Inc. (a)	2,396		6,325
Alaska Communication Systems Group, Inc.	2,052		21,628
Arbinet-thexchange, Inc. (a)	237		1,612
Atlantic Tele-Network, Inc.	551		18,894
Cbeyond, Inc. (a)	1,101		14,511
City Telecom (HK) Ltd. sponsored ADR	561		8,370
Cogent Communications Group, Inc. (a)	1,770		21,382
Consolidated Communications Holdings, Inc.	1,291		23,780
General Communications, Inc. Class A (a)	2,256		25,425
Global Crossing Ltd. (a)	2,036		27,221
Globalstar, Inc. (a)	10,623		16,359
HickoryTech Corp.	570		5,164
Iridium Communications, Inc. (a)	2,453		22,911
Level 3 Communications, Inc. (a)(d)	62,595		62,595
Neutral Tandem, Inc. (a)	1,292		18,566
PAETEC Holding Corp. (a)	5,541		20,502
SureWest Communications (a)	705		6,239
Telefonos de Mexico SA de CV Series A sponsored ADR	176		2,790
tw telecom, inc. (a)	6,000		98,880
VocalTec Communications Ltd. (a)(d)	422		11,867
Warwick Valley Telephone Co.	571		8,365
Windstream Corp.	18,500		241,240
			716,460
Wireless Telecommunication Services - 1.2%
America Movil SAB de CV Series A sponsored ADR	296		15,981
Clearwire Corp. Class A (a)(d)	8,936		62,731
FiberTower Corp. (a)	1,385		6,039
ICO Global Communications Holdings Ltd. Class A (a)	6,352		9,592
Leap Wireless International, Inc. (a)	2,826		30,761
Millicom International Cellular SA	4,234		367,427
NII Holdings, Inc. (a)	6,459		250,351
NTELOS Holdings Corp.	1,811		30,751
Partner Communications Co. Ltd. ADR	576		11,929
SBA Communications Corp. Class A (a)	4,672		182,909
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
Shenandoah Telecommunications Co.	891		$ 15,584
USA Mobility, Inc.	1,341		22,824
Vodafone Group PLC sponsored ADR	30,300		759,318
			1,766,197
TOTAL TELECOMMUNICATION SERVICES			2,482,657
UTILITIES - 0.1%
Electric Utilities - 0.1%
MGE Energy, Inc.	911		37,615
Otter Tail Corp.	1,098		22,575
			60,190
Gas Utilities - 0.0%
China Natural Gas, Inc. (a)(d)	900		4,545
Independent Power Producers & Energy Traders - 0.0%
Synthesis Energy Systems, Inc. (a)	2,880		2,794
Water Utilities - 0.0%
Artesian Resources Corp. Class A	375		7,039
Cadiz, Inc. (a)	1,179		13,299
Connecticut Water Service, Inc.	465		11,844
Consolidated Water Co., Inc.	705		6,225
Middlesex Water Co.	510		8,905
Tri-Tech Holding, Inc. (a)	258		2,766
York Water Co.	426		6,744
			56,822
TOTAL UTILITIES			124,351
TOTAL COMMON STOCKS (Cost $124,504,892)		147,922,688
Money Market Funds - 2.3%
	Shares		Value
Fidelity Securities Lending Cash Central Fund, 0.25% (b)(c) (Cost $3,391,853)	3,391,853		$ 3,391,853
TOTAL INVESTMENT PORTFOLIO - 102.2% (Cost $127,896,745)			151,314,541
NET OTHER ASSETS (LIABILITIES) - (2.2)%			(3,290,248)
NET ASSETS - 100%		$ 148,024,293

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, 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.

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	$ 155
Fidelity Securities Lending Cash Central Fund	151,832
Total	$ 151,987

Other Information

The following is a summary of the inputs used, as of November 30, 2010, 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	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 22,765,313	$ 22,765,313	$ -	$ -
Consumer Staples	3,029,833	3,029,833	-	-
Energy	2,434,105	2,433,837	268	-
Financials	10,494,737	10,493,683	92	962
Health Care	19,142,892	19,142,892	-	-
Industrials	7,863,339	7,856,651	-	6,688
Information Technology	77,775,784	77,775,784	-	-
Materials	1,809,677	1,809,677	-	-
Telecommunication Services	2,482,657	2,482,657	-	-
Utilities	124,351	124,351	-	-
Money Market Funds	3,391,853	3,391,853	-	-
Total Investments in Securities:	$ 151,314,541	$ 151,306,531	$ 360	$ 7,650

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	599
Total Unrealized Gain (Loss)	(32,790)
Cost of Purchases	4,253
Proceeds of Sales	(2,087)
Amortization/Accretion	-
Transfers in to Level 3	37,675
Transfers out of Level 3	-
Ending Balance	$ 7,650
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at November 30, 2010	$ (32,790)

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

Income Tax Information

At November 30, 2010, the Fund had a capital loss carryforward of approximately $3,557,630 of which $2,006,543, $1,453,838 and $97,249 will expire in fiscal 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2010
Assets
Investment in securities, at value (including securities loaned of $3,183,015) - See accompanying schedule: Unaffiliated issuers (cost $124,504,892)	$ 147,922,688
Fidelity Central Funds (cost $3,391,853)	3,391,853
Total Investments (cost $127,896,745)		$ 151,314,541
Receivable for investments sold		84,815
Dividends receivable		221,799
Distributions receivable from Fidelity Central Funds		20,223
Prepaid expenses		516
Receivable from investment adviser for expense reductions		35,969
Other receivables		113
Total assets		151,677,976
Liabilities
Payable to custodian bank	$ 51,524
Payable for investments purchased	38,727
Accrued management fee	29,986
Distribution and service plan fees payable	32,306
Other affiliated payables	4,860
Other payables and accrued expenses	104,427
Collateral on securities loaned, at value	3,391,853
Total liabilities		3,653,683
Net Assets		$ 148,024,293
Net Assets consist of:
Paid in capital		$ 127,964,075
Undistributed net investment income		348,816
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,706,394)
Net unrealized appreciation (depreciation) on investments		23,417,796
Net Assets, for 1,500,000 shares outstanding		$ 148,024,293
Net Asset Value, offering price and redemption price per share ($148,024,293 ÷ 1,500,000 shares)		$ 98.68

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2010
Investment Income
Dividends		$ 1,393,129
Interest		8
Income from Fidelity Central Funds (including $151,832 from security lending)		151,987
Total income		1,545,124
Expenses
Management fee	$ 343,253
Transfer agent and custody fees	96,238
Distribution and service plan fees	128,685
Licensing fees	85,791
Accounting and security lending fees	56,070
Independent trustees' compensation	790
Audit	115,833
Legal	625
Miscellaneous	8,086
Total expenses before reductions	835,371
Expense reductions	(405,950)	429,421
Net investment income (loss)		1,115,703
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(203,144)
In-kind Redemptions	5,524,544
Foreign currency transactions	560
Capital gain distributions from Fidelity Central Funds	251
Total net realized gain (loss)		5,322,211
Change in net unrealized appreciation (depreciation) on investment securities		15,045,571
Net gain (loss)		20,367,782
Net increase (decrease) in net assets resulting from operations		$ 21,483,485

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2010	Year ended November 30, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,115,703	$ 761,203
Net realized gain (loss)	5,322,211	(2,455,543)
Change in net unrealized appreciation (depreciation)	15,045,571	35,356,212
Net increase (decrease) in net assets resulting from operations	21,483,485	33,661,872
Distributions to shareholders from net investment income	(935,000)	(646,000)
Share transactions Proceeds from sales of shares	18,476,000	21,067,288
Cost of shares redeemed	(17,969,770)	(5,918,282)
Net increase (decrease) in net assets resulting from share transactions	506,230	15,149,006
Total increase (decrease) in net assets	21,054,715	48,164,878
Net Assets
Beginning of period	126,969,578	78,804,700
End of period (including undistributed net investment income of $348,816 and undistributed net investment income of $235,878, respectively)	$ 148,024,293	$ 126,969,578
Other Information Shares
Sold	200,000	300,000
Redeemed	(200,000)	(100,000)
Net increase (decrease)	-	200,000

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

Annual Report

Financial Highlights

Years ended November 30,	2010	2009	2008	2007	2006
Selected Per-Share Data
Net asset value, beginning of period	$ 84.65	$ 60.62	$ 104.53	$ 95.70	$ 88.26
Income from Investment Operations
Net investment income (loss) B	.71	.55	.69	.51	.47
Net realized and unrealized gain (loss)	13.92	23.95	(43.96)	8.73	7.87
Total from investment operations	14.63	24.50	(43.27)	9.24	8.34
Distributions from net investment income	(.60)	(.47)	(.53)	(.41)	(.40)
Distributions from net realized gain	-	-	(.11)	-	(.50)
Total distributions	(.60)	(.47)	(.64)	(.41)	(.90)
Net asset value, end of period	$ 98.68	$ 84.65	$ 60.62	$ 104.53	$ 95.70
Total Return A	17.35%	40.62%	(41.62)%	9.68%	9.54%
Ratios to Average Net Assets C, E
Expenses before reductions	.58%	.65%	.73%	.61%	.61%
Expenses net of fee waivers, if any	.30%	.30%	.30%	.30%	.30%
Expenses net of all reductions	.30%	.30%	.30%	.30%	.30%
Net investment income (loss)	.78%	.78%	.79%	.50%	.52%
Supplemental Data
Net assets, end of period (000 omitted)	$ 148,024	$ 126,970	$ 78,805	$ 114,982	$ 172,254
Portfolio turnover rate D, F	6%	7%	10%	9%	7%

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

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

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

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2010

1. Organization.

Fidelity Nasdaq Composite Index Tracking Stock (the Fund) is an exchange-traded 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 may invest 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2010, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 in these circumstances. 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 are categorized as Level 3 in the hierarchy.

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

Foreign Currency. The Fund uses 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate 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 regular trading hours on the NASDAQ exchange, 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 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. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. 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, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of November 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Realized gain or loss resulting from in-kind redemptions is not taxable to the Fund and is not distributed to shareholders of the Fund. 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 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 the short-term gain distributions from the Fidelity Central Funds, foreign currency transactions, redemptions in kind, 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	$ 36,646,953
Gross unrealized depreciation	(13,293,170)
Net unrealized appreciation (depreciation)	$ 23,353,783
Tax Cost	$ 127,960,758

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

Undistributed ordinary income	$ 348,816
Capital loss carryforward	$ (3,557,630)
Net unrealized appreciation (depreciation)	$ 23,353,783

The tax character of distributions paid was as follows:

	November 30, 2010	November 31, 2009
Ordinary Income	$ 935,000	$ 646,000

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $8,609,115 and $8,394,377, respectively.

Securities received and delivered through in-kind subscriptions and redemptions aggregated $18,430,016 and $17,919,087, respectively.

Annual Report

Notes to Financial Statements - continued

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 that is based on an annual rate of .24% of the Fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Service Plan. The Fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a distribution fee based on an annual percentage of the Fund's average net assets of up to .25%. In addition, FDC pays NASDAQ for marketing services provided to the Fund. For the period, the distribution fees were equivalent to an annual rate of .09% of average net assets. The total fees and amounts retained by FDC were $128,685 and $0, respectively.

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 the 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.

Licensing Fees. Under the terms of a license agreement, FMR pays NASDAQ an annual licensing fee for the use of the NASDAQ Composite Index. FMR has entered into a sub-license agreement with the Fund whereby the Fund pays FMR the amount of the license fee at the rate of up to .06% of the Fund's average net assets.

6. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. 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. Security lending

Annual Report

6. Security Lending - continued

income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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.

7. Expense Reductions.

FMR contractually agreed to waive expenses of the Fund to the extent annual operating expenses exceeded .30% of average net assets. This waiver will remain in place through January 31, 2012. Some expenses, for example interest expense, are excluded from this waiver. During the period this waiver reduced the Fund's expenses by $405,934.

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 $16.

8. Share Transactions.

The Fund issues and redeems shares at Net Asset Value only with certain authorized participants in large increments known as Creation Units. Purchases of Creation Units are made by tendering a basket of designated stocks to the Fund and redemption proceeds are paid with a basket of securities from the Fund's portfolio with a balancing cash component to equate the market value of the basket of securities delivered or redeemed to the NAV per Creation Unit on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery. The Fund's shares are available in smaller increments to investors in the secondary market at market prices and may be subject to commissions. A transaction fee is charged by the shareholder servicing agent when authorized participants purchase or redeem Creation Units of the Fund. The fee is charged to cover the costs associated with the issuance and redemption of Creation Units. During the period, transaction fees totaled $15,000.

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of Fidelity® Nasdaq Composite® Index Tracking Stock:

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® Nasdaq Composite® Index Tracking Stock (a fund of Fidelity Commonwealth Trust) at November 30, 2010, 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® Nasdaq Composite® Index Tracking Stock's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2010, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2011

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive 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 219 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members 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 Acting 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. 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. The responsibilities of each 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-FIDELITY.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+
James C. Curvey (75)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Ronald P. O'Hanley is President, Asset Management and Corporate Services, for Fidelity Investments and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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, Age; Principal Occupations and Other Relevant Experience+
Dennis J. Dirks (62)
	Year of Election or Appointment: 2005 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 (57)
	Year of Election or Appointment: 2008 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 The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (66)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (66)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special 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.
David M. Thomas (61)
	Year of Election or Appointment: 2008 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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

⁺ 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 Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (80)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Formerly Trustee and Chairman of the Board of Trustees of certain Trusts, Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
Peter S. Lynch (66)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income 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).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also 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.
Scott C. Goebel (42)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (41)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).
Holly C. Laurent (56)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (63)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (49)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (52)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity 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).

Annual Report

Distributions (Unaudited)

The fund designates 91%, for December, and 100% for March, June, and September of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 92% for December, and 100% for March, June, and September 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Nasdaq Composite Index Tracking Stock

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 considers at each of its meetings 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 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 2010 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 expenses; (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 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 fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, with 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.

Annual Report

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 the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted FMR's continued focus on strengthening the organization and discipline of equity portfolio management and research.

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 pricing and bookkeeping and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally transfer agents, 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 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against a broad-based securities market index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2009, the fund's cumulative total returns and the cumulative total returns of a broad-based securities market index ("benchmark").

Fidelity Nasdaq Composite Index Tracking Stock

The Board noted that the investment performance of the fund was lower than its benchmark for all the periods shown, but considered that the performance of the fund and benchmark may vary due to valuation differences or due to fees and transaction costs, which apply to the fund but not to the benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Annual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses 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 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. "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 26% means that 74% 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Nasdaq Composite Index Tracking Stock

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 2009.

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 Expenses. In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses 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 expenses ranked below its competitive median for 2009. The Board also considered that, following discussions with the Board, FMR contractually agreed to waive a portion of its management fee until January 31, 2011, to the extent necessary to maintain the fund's total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses) at 30 basis points.

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. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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.

Annual Report

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

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 audited books and records of Fidelity. 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were 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 reductions.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In February 2009, the Board 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 concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

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

Press

For mutual fund and brokerage trading.

For quotes.*

For account balances and holdings.

To review orders and mutual
fund activity.

To change your PIN.

To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

JPMorgan Chase Bank
New York, NY

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

1-800-FIDELITY

ETF-UANN-0111
1.795568.107

Fidelity® Series
100 Index

Fund

Annual Report

November 30, 2010

(2_fidelity_logos) (Registered_Trademark)

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.

Geode is a registered service mark of Geode Capital Management, LLC.

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.

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

Average Annual Total Returns

Periods ended November 30, 2010	Past 1 year	Life of fund A
Fidelity® Series 100 Index Fund	5.83%	-3.20%

^A From March 29, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series 100 Index Fund on March 29, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 100® Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Market Recap: Despite bouts of volatility and concern over European debt woes, major U.S. stock markets recorded solid gains for the year ending November 30, 2010, lifted by economic optimism, encouraging earnings reports and a wave of corporate mergers. Stocks extended their 2009 upswing in the first five months of the period on signs the Great Recession was over. However, high unemployment in the U.S. and sovereign debt problems in Europe sent equities falling during the spring. Markets vacillated for much of the summer before regaining momentum in the fall, with the large-cap S&P 500® Index posting its best September/October performance since 1998. By November, however, Ireland's debt took center stage, along with slower growth in China and additional quantitative easing in the U.S., unnerving investors and cooling down markets. For the full 12 months, the S&P 500® rose 9.94%, while the blue-chip-laden Dow Jones Industrial Average^SM added 9.33%. Both were bested by the technology-heavy Nasdaq Composite® Index, which advanced 17.58%. Overall, it was a broad-based rally, with economically sensitive sectors among the biggest gainers. Stocks of mid- and small-sized companies fared better than their larger-cap counterparts, advancing 24.04% and 26.98%, respectively, as measured by the Russell Midcap® and Russell 2000® indexes.

Comments from Jeffrey Adams, who oversees Fidelity® Series 100 Index Fund's investment management team as Head of Indexing for Geode Capital Management, LLC: For the 12 months ending November 30, 2010, Fidelity Series 100 Index Fund returned 5.83%, compared with 6.02% for the S&P 100® Index. Personal computer and consumer electronics maker Apple was the top contributor by a very wide margin. The company benefited from continued strong revenue and earnings. Other helpful technology stocks included IBM and database-software maker Oracle. Solid financial results boosted shares of automaker Ford Motor, while oil-field services company Schlumberger, tobacco maker Philip Morris International, restaurant chain McDonald's and beverage company Coca-Cola also contributed. In contrast, the biggest detractor was Bank of America, whose stock price declined steadily from mid-April through the end of November. Shares of JPMorgan Chase also declined. Software giant Microsoft struggled in the spring, while two other large technology firms - network communications product maker Cisco Systems and computer and peripherals company Hewlett-Packard - also lagged. Other notable detractors included oil producer Exxon Mobil - the largest stock in the index - and agricultural biotechnology company Monsanto.

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 (June 1, 2010 to November 30, 2010).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Annual Report

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

	Annualized Expense Ratio	Beginning Account Value June 1, 2010	Ending Account Value November 30, 2010	Expenses Paid During Period* June 1, 2010 to November 30, 2010
Actual	.20%	$ 1,000.00	$ 1,086.00	$ 1.05
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,024.07	$ 1.01

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2010
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	5.3	4.6
Apple, Inc.	4.2	3.8
Microsoft Corp.	2.8	3.2
International Business Machines Corp.	2.7	2.6
Procter & Gamble Co.	2.6	2.9
Johnson & Johnson	2.5	2.6
General Electric Co.	2.5	2.8
AT&T, Inc.	2.4	2.3
Chevron Corp.	2.4	2.4
JPMorgan Chase & Co.	2.2	2.5
	29.6
Market Sectors as of November 30, 2010
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.4	21.6
Financials	14.5	15.9
Consumer Staples	13.8	14.0
Energy	13.5	11.9
Health Care	10.5	11.1
Industrials	9.2	9.6
Consumer Discretionary	8.1	8.0
Telecommunication Services	4.0	3.8
Materials	2.6	2.3
Utilities	1.3	1.3

Annual Report

Investments November 30, 2010

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value
CONSUMER DISCRETIONARY - 8.1%
Automobiles - 0.8%
Ford Motor Co. (a)(d)	2,964,415		$ 47,252,775
Hotels, Restaurants & Leisure - 1.3%
McDonald's Corp.	917,373		71,830,306
Internet & Catalog Retail - 0.9%
Amazon.com, Inc. (a)	304,931		53,484,897
Media - 2.8%
Comcast Corp. Class A	2,419,038		48,380,760
News Corp. Class A	1,965,550		26,810,102
The Walt Disney Co.	1,648,514		60,187,246
Time Warner, Inc.	969,243		28,582,976
			163,961,084
Multiline Retail - 0.6%
Target Corp.	621,831		35,407,057
Specialty Retail - 1.2%
Home Depot, Inc.	1,435,355		43,362,075
Lowe's Companies, Inc.	1,209,511		27,455,900
			70,817,975
Textiles, Apparel & Luxury Goods - 0.5%
NIKE, Inc. Class B	333,058		28,686,286
TOTAL CONSUMER DISCRETIONARY			471,440,380
CONSUMER STAPLES - 13.8%
Beverages - 3.7%
PepsiCo, Inc.	1,371,256		88,624,275
The Coca-Cola Co.	1,990,569		125,744,244
			214,368,519
Food & Staples Retailing - 3.2%
Costco Wholesale Corp.	378,497		25,590,182
CVS Caremark Corp.	1,170,675		36,290,925
Wal-Mart Stores, Inc.	1,723,925		93,247,103
Walgreen Co.	838,801		29,232,215
			184,360,425
Food Products - 1.3%
Campbell Soup Co.	166,810		5,654,859
H.J. Heinz Co.	274,379		13,244,274
Kraft Foods, Inc. Class A	1,503,237		45,472,919
Sara Lee Corp.	570,784		8,561,760
			72,933,812
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Household Products - 3.1%
Colgate-Palmolive Co.	418,893		$ 32,066,259
Procter & Gamble Co.	2,446,536		149,409,954
			181,476,213
Personal Products - 0.2%
Avon Products, Inc.	369,720		10,559,203
Tobacco - 2.3%
Altria Group, Inc.	1,796,209		43,109,016
Philip Morris International, Inc.	1,579,786		89,874,026
			132,983,042
TOTAL CONSUMER STAPLES			796,681,214
ENERGY - 13.5%
Energy Equipment & Services - 2.8%
Baker Hughes, Inc.	371,563		19,380,726
Halliburton Co.	785,084		29,707,579
National Oilwell Varco, Inc.	361,214		22,138,806
Schlumberger Ltd.	1,177,687		91,082,313
			162,309,424
Oil, Gas & Consumable Fuels - 10.7%
Chevron Corp.	1,732,970		140,318,581
ConocoPhillips	1,278,538		76,929,631
Devon Energy Corp.	374,935		26,459,163
Exxon Mobil Corp.	4,388,724		305,279,637
Occidental Petroleum Corp.	700,088		61,726,759
Williams Companies, Inc.	503,939		11,494,849
			622,208,620
TOTAL ENERGY			784,518,044
FINANCIALS - 14.5%
Capital Markets - 2.2%
Bank of New York Mellon Corp.	1,046,406		28,242,498
Goldman Sachs Group, Inc.	444,419		69,391,583
Morgan Stanley	1,304,057		31,897,234
			129,531,315
Commercial Banks - 2.9%
Regions Financial Corp.	1,082,521		5,823,963
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp, Delaware	1,652,437		$ 39,294,952
Wells Fargo & Co.	4,510,789		122,738,569
			167,857,484
Consumer Finance - 0.9%
American Express Co.	902,252		38,995,331
Capital One Financial Corp.	393,702		14,657,525
			53,652,856
Diversified Financial Services - 5.6%
Bank of America Corp.	8,648,363		94,699,575
Citigroup, Inc. (a)	21,976,100		92,299,620
JPMorgan Chase & Co.	3,417,653		127,751,869
NYSE Euronext	224,595		6,135,935
			320,886,999
Insurance - 2.8%
Allstate Corp.	463,772		13,500,403
Berkshire Hathaway, Inc. Class B (a)	1,491,017		118,804,235
MetLife, Inc.	780,906		29,791,564
			162,096,202
Real Estate Investment Trusts - 0.1%
Weyerhaeuser Co.	461,655		7,705,022
TOTAL FINANCIALS			841,729,878
HEALTH CARE - 10.5%
Biotechnology - 1.2%
Amgen, Inc. (a)	826,127		43,528,632
Gilead Sciences, Inc. (a)	722,833		26,383,405
			69,912,037
Health Care Equipment & Supplies - 1.0%
Baxter International, Inc.	503,680		24,453,664
Medtronic, Inc.	930,775		31,208,886
			55,662,550
Health Care Providers & Services - 0.6%
UnitedHealth Group, Inc.	969,028		35,388,903
Pharmaceuticals - 7.7%
Abbott Laboratories	1,330,828		61,896,810
Bristol-Myers Squibb Co.	1,478,056		37,306,133
Johnson & Johnson	2,374,109		146,126,409
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Merck & Co., Inc.	2,652,623		$ 91,435,915
Pfizer, Inc.	6,928,346		112,862,756
			449,628,023
TOTAL HEALTH CARE			610,591,513
INDUSTRIALS - 9.2%
Aerospace & Defense - 3.2%
General Dynamics Corp.	327,851		21,667,673
Honeywell International, Inc.	665,582		33,086,081
Lockheed Martin Corp.	256,204		17,432,120
Raytheon Co.	322,454		14,913,498
The Boeing Co.	630,649		40,216,487
United Technologies Corp.	800,784		60,275,012
			187,590,871
Air Freight & Logistics - 1.5%
FedEx Corp.	271,108		24,703,361
United Parcel Service, Inc. Class B	853,900		59,884,007
			84,587,368
Industrial Conglomerates - 3.4%
3M Co.	614,665		51,619,567
General Electric Co.	9,214,967		145,872,928
			197,492,495
Machinery - 0.8%
Caterpillar, Inc.	543,417		45,973,078
Road & Rail - 0.3%
Norfolk Southern Corp.	317,716		19,116,972
TOTAL INDUSTRIALS			534,760,784
INFORMATION TECHNOLOGY - 21.4%
Communications Equipment - 2.8%
Cisco Systems, Inc. (a)	4,922,551		94,316,077
QUALCOMM, Inc.	1,383,548		64,667,034
			158,983,111
Computers & Peripherals - 6.6%
Apple, Inc. (a)	787,417		245,004,800
Dell, Inc. (a)	1,458,279		19,278,448
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
EMC Corp. (a)	1,769,966		$ 38,036,569
Hewlett-Packard Co.	1,954,610		81,956,797
			384,276,614
Internet Software & Services - 2.1%
Google, Inc. Class A (a)	214,265		119,069,203
IT Services - 3.0%
International Business Machines Corp.	1,087,119		153,783,854
MasterCard, Inc. Class A	83,464		19,783,472
			173,567,326
Office Electronics - 0.2%
Xerox Corp.	1,192,075		13,661,180
Semiconductors & Semiconductor Equipment - 2.3%
Intel Corp.	4,799,166		101,358,386
Texas Instruments, Inc.	1,030,162		32,759,152
			134,117,538
Software - 4.4%
Microsoft Corp.	6,563,634		165,469,213
Oracle Corp.	3,335,808		90,200,248
			255,669,461
TOTAL INFORMATION TECHNOLOGY			1,239,344,433
MATERIALS - 2.6%
Chemicals - 1.7%
Dow Chemical Co.	999,702		31,170,708
E.I. du Pont de Nemours & Co.	781,340		36,715,167
Monsanto Co.	465,823		27,912,114
			95,797,989
Metals & Mining - 0.9%
Alcoa, Inc.	880,205		11,548,290
Freeport-McMoRan Copper & Gold, Inc.	405,479		41,083,132
			52,631,422
TOTAL MATERIALS			148,429,411
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 4.0%
Diversified Telecommunication Services - 3.8%
AT&T, Inc.	5,093,081		$ 141,536,721
Verizon Communications, Inc.	2,436,424		77,989,932
			219,526,653
Wireless Telecommunication Services - 0.2%
Sprint Nextel Corp. (a)	2,572,419		9,723,744
TOTAL TELECOMMUNICATION SERVICES			229,250,397
UTILITIES - 1.3%
Electric Utilities - 1.3%
American Electric Power Co., Inc.	413,237		14,711,237
Entergy Corp.	161,020		11,471,065
Exelon Corp.	569,724		22,430,034
Southern Co.	716,001		27,007,558
			75,619,894
TOTAL COMMON STOCKS (Cost $6,761,253,546)		5,732,365,948

U.S. Treasury Obligations - 0.2%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.14% to 0.29% 12/16/10 to 6/30/11 (e) (Cost $9,341,121)	$ 9,350,000	9,341,417

Money Market Funds - 1.5%
	Shares		Value
Fidelity Cash Central Fund, 0.24% (b)	40,157,325		$ 40,157,325
Fidelity Securities Lending Cash Central Fund, 0.25% (b)(c)	47,262,600		47,262,600
TOTAL MONEY MARKET FUNDS (Cost $87,419,925)		87,419,925
TOTAL INVESTMENT PORTFOLIO - 100.6% (Cost $6,858,014,592)			5,829,127,290
NET OTHER ASSETS (LIABILITIES) - (0.6)%			(32,702,830)
NET ASSETS - 100%		$ 5,796,424,460

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
124 CME E-mini S&P 500 Index Contracts	Dec. 2010	$ 7,313,520	$ 158,569
190 CME S&P 500 Index Contracts	Dec. 2010	56,031,000	(1,177,952)
TOTAL EQUITY INDEX CONTRACTS		$ 63,344,520	$ (1,019,383)

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 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 the period end, the value of securities pledged amounted to $5,245,174.

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	$ 48,189
Fidelity Securities Lending Cash Central Fund	239,761
Total	$ 287,950

Other Information

The following is a summary of the inputs used, as of November 30, 2010, 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 Security 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	$ 471,440,380	$ 471,440,380	$ -	$ -
Consumer Staples	796,681,214	796,681,214	-	-
Energy	784,518,044	784,518,044	-	-
Financials	841,729,878	841,729,878	-	-
Health Care	610,591,513	610,591,513	-	-
Industrials	534,760,784	534,760,784	-	-
Information Technology	1,239,344,433	1,239,344,433	-	-
Materials	148,429,411	148,429,411	-	-
Telecommunication Services	229,250,397	229,250,397	-	-
Utilities	75,619,894	75,619,894	-	-
U.S. Government and Government Agency Obligations	9,341,417	-	9,341,417	-
Money Market Funds	87,419,925	87,419,925	-	-
Total Investments in Securities:	$ 5,829,127,290	$ 5,819,785,873	$ 9,341,417	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 158,569	$ 158,569	$ -	$ -
Liabilities
Futures Contracts	$ (1,177,952)	$ (1,177,952)	$ -	$ -
Total Derivative Instruments:	$ (1,019,383)	$ (1,019,383)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of November 30, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 158,569	$ (1,177,952)
Total Value of Derivatives	$ 158,569	$ (1,177,952)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

Income Tax Information

At November 30, 2010, the Fund had a capital loss carryforward of approximately $802,801,874 of which $2,126,258, $83,145,934, $420,211,102 and $297,318,580 will expire in fiscal 2015, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2010
Assets
Investment in securities, at value (including securities loaned of $45,658,536) - See accompanying schedule: Unaffiliated issuers (cost $6,770,594,667)	$ 5,741,707,365
Fidelity Central Funds (cost $87,419,925)	87,419,925
Total Investments (cost $6,858,014,592)		$ 5,829,127,290
Cash		1
Receivable for fund shares sold		1,925,191
Dividends receivable		16,017,214
Distributions receivable from Fidelity Central Funds		16,635
Total assets		5,847,086,331
Liabilities
Payable for fund shares redeemed	2,046,105
Accrued management fee	983,999
Payable for daily variation on futures contracts	369,167
Collateral on securities loaned, at value	47,262,600
Total liabilities		50,661,871
Net Assets		$ 5,796,424,460
Net Assets consist of:
Paid in capital		$ 7,556,546,452
Undistributed net investment income		110,379,600
Accumulated undistributed net realized gain (loss) on investments		(840,594,907)
Net unrealized appreciation (depreciation) on investments		(1,029,906,685)
Net Assets, for 695,698,060 shares outstanding		$ 5,796,424,460
Net Asset Value, offering price and redemption price per share ($5,796,424,460 ÷ 695,698,060 shares)		$ 8.33

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended November 30, 2010
Investment Income
Dividends		$ 129,676,400
Interest		26,357
Income from Fidelity Central Funds		287,950
Total income		129,990,707
Expenses
Management fee	$ 11,463,807
Independent trustees' compensation	32,196
Interest	12,364
Miscellaneous	22,634
Total expenses before reductions	11,531,001
Expense reductions	(44)	11,530,957
Net investment income (loss)		118,459,750
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(282,777,073)
Futures contracts	3,299,588
Capital gain distributions from Fidelity Central Funds	2,712
Total net realized gain (loss)		(279,474,773)
Change in net unrealized appreciation (depreciation) on: Investment securities	486,911,663
Futures contracts	(3,063,906)
Total change in net unrealized appreciation (depreciation)		483,847,757
Net gain (loss)		204,372,984
Net increase (decrease) in net assets resulting from operations		$ 322,832,734

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

Annual Report

Statement of Changes in Net Assets

	Year ended November 30, 2010	Year ended November 30, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 118,459,750	$ 135,839,342
Net realized gain (loss)	(279,474,773)	(442,010,081)
Change in net unrealized appreciation (depreciation)	483,847,757	1,354,038,244
Net increase (decrease) in net assets resulting from operations	322,832,734	1,047,867,505
Distributions to shareholders from net investment income	(130,745,785)	(152,513,329)
Share transactions Proceeds from sales of shares	1,656,517,472	749,971,579
Reinvestment of distributions	130,745,785	152,513,329
Cost of shares redeemed	(2,021,604,650)	(1,176,661,415)
Net increase (decrease) in net assets resulting from share transactions	(234,341,393)	(274,176,507)
Total increase (decrease) in net assets	(42,254,444)	621,177,669
Net Assets
Beginning of period	5,838,678,904	5,217,501,235
End of period (including undistributed net investment income of $110,379,600 and undistributed net investment income of $122,693,342, respectively)	$ 5,796,424,460	$ 5,838,678,904
Other Information Shares
Sold	207,372,332	107,575,612
Issued in reinvestment of distributions	16,508,306	23,355,793
Redeemed	(253,532,352)	(168,153,109)
Net increase (decrease)	(29,651,714)	(37,221,704)

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

Annual Report

Financial Highlights

Years ended November 30,	2010	2009	2008	2007 G
Selected Per-Share Data
Net asset value, beginning of period	$ 8.05	$ 6.84	$ 10.79	$ 10.00
Income from Investment Operations
Net investment income (loss) D	.17	.18	.22	.15
Net realized and unrealized gain (loss)	.29	1.23	(4.06)	.64
Total from investment operations	.46	1.41	(3.84)	.79
Distributions from net investment income	(.18)	(.20)	(.11)	-
Net asset value, end of period	$ 8.33	$ 8.05	$ 6.84	$ 10.79
Total Return B, C	5.83%	21.29%	(35.95)%	7.90%
Ratios to Average Net Assets E, H
Expenses before reductions	.20%	.20%	.20%	.20% A
Expenses net of fee waivers, if any	.20%	.20%	.20%	.20% A
Expenses net of all reductions	.20%	.20%	.19%	.19% A
Net investment income (loss)	2.06%	2.64%	2.38%	2.16% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,796,424	$ 5,838,679	$ 5,217,501	$ 6,400,763
Portfolio turnover rate F	6%	18%	6%	2% A

^A Annualized

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

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

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

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

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

^G For the period March 29, 2007 (commencement of operations) to November 30, 2007.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2010

1. Organization.

Fidelity Series 100 Index Fund (the Fund) is a fund of Fidelity Commonwealth 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.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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. 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

value may include market or security 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 value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2010, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 in these circumstances. 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 are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

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 each business day and are categorized as Level 1 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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 accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of November 30, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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 short-term gain distributions from the Fidelity Central Funds, futures transactions, contributions in kind, market discount, capital loss carryforwards, losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 451,806,954
Gross unrealized depreciation	(1,519,090,204)
Net unrealized appreciation (depreciation)	$ (1,067,283,250)
Tax Cost	$ 6,896,410,540

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

Undistributed ordinary income	$ 110,381,121
Capital loss carryforward	$ (802,801,874)
Net unrealized appreciation (depreciation)	$ (1,067,283,250)

The tax character of distributions paid was as follows:

	November 30, 2010	November 30, 2009
Ordinary Income	$ 130,745,785	$ 152,513,329

Annual Report

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use 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 may increase or decrease 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 sell 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. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

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 uses 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 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). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

The underlying face amount at value of open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

During the period the Fund recognized net realized gain (loss) of $3,299,588 and a change in net unrealized appreciation (depreciation) of ($3,063,906) 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 $361,087,120 and $630,294,394, respectively.

6. 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 that is based on an annual rate of .20% of the Fund's average net assets. FMR pays all other expenses, except the compensation of the independent Trustees and certain exceptions such as interest expense, including commitment fees. The management fee paid to FMR by the Fund is reduced by an amount equal to the fees and expenses paid by the Fund to the independent Trustees.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

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, 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 19,716,804	.44%	$ 12,364

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 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 $22,634 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings 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. 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. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and 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 $239,761.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

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 $44.

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 FMR or its affiliates were the owners of record of 100% of the total outstanding shares of the fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Series 100 Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series 100 Index Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of November 30, 2010, 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 three years in the period then ended and for the period from March 29, 2007 (commencement of operations) to November 30, 2007. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2010, 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 100 Index Fund as of November 30, 2010, 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 three years in the period then ended and for the period from March 29, 2007 (commencement of operations) to November 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 19, 2011

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive 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 219 funds advised by FMR or an affiliate. Mr. Curvey oversees 408 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members 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 Acting 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. 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. The responsibilities of each 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, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+
James C. Curvey (75)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also 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 was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Ronald P. O'Hanley is President, Asset Management and Corporate Services, for Fidelity Investments and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* 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, Age; Principal Occupations and Other Relevant Experience+
Dennis J. Dirks (62)
	Year of Election or Appointment: 2005 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 (57)
	Year of Election or Appointment: 2008 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 The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is Chairman (2008-present) and a member (2006-present) of the Board of Trustees of The National Parks Conservation Association.
Ned C. Lautenbach (66)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999 - present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994 - present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, Inc. (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Cornelia M. Small (66)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) 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 (71)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). 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 Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special 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.
David M. Thomas (61)
	Year of Election or Appointment: 2008 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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

⁺ 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 Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (80)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Formerly Trustee and Chairman of the Board of Trustees of certain Trusts, Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007).
Peter S. Lynch (66)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income 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).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of certain Equity Funds and Vice President of Sector Funds. Mr. Hogan also 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.
Scott C. Goebel (42)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (41)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as 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).
Holly C. Laurent (56)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (63)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (49)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as 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 (41)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (52)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity 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).

Annual Report

Distributions (Unaudited)

The fund designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividend 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 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series 100 Index 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 considers at each of its meetings 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 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 2010 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 expenses; (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 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 fund shareholders and that the compensation to be received by Fidelity under the management contract is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, 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, with 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 the fund's investment objective and discipline. 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 interest of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the equity research subcommittee of the Board's Fund Oversight Committee reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel.

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 investment adviser's 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 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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

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) dedicating additional resources to investment research and restructuring and broadening the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) launching Class F of certain funds as a lower-fee class available to Freedom K and Freedom Index Funds; (iv) lowering the initial investment minimums and ongoing balance requirements for Real Estate High Income Fund; (v) eliminating subsequent purchase minimums for all funds and adding a waiver of the investment minimum requirement for new accounts opened with the proceeds of a systematic withdrawal plan; (vi) eliminating the withdrawal minimum and maximum limits for systematic withdrawals from Advisor funds; (vii) expanding sales load waivers on Class A shares for Destiny Planholders and expanding Institutional Class eligibility for Class O Destiny Planholders; and (viii) changing certain Class A and Class T sales charge structures to further align them with industry practices.

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. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against a broad-based securities market index. The Board noted that FMR does not believe that a meaningful peer group exists against which to compare the fund's performance. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2009, the fund's total return and the total return of a broad-based securities market index ("benchmark").

Fidelity Series 100 Index Fund

The Board noted that the investment performance of the fund was lower than its benchmark for the period shown, but considered that the performance of the fund and benchmark may vary due to valuation differences or due to fees and transaction costs, which apply to the fund but not to the benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board noted that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent commencement of operations.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in recent years, the Board concluded that the nature, extent, and quality of investment management and support services and of shareholder and administrative services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses 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 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 (or shorter) 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. "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 2% means that 98% 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, is also included in the chart and considered by the Board. For a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for non-management expenses (including transfer agent fees, pricing and bookkeeping fees, and fees paid to non-affiliated custodians) from the fund's all-inclusive fee. In this regard, the Board realizes that the net management fees can vary from year to year because of differences in non-management expenses.

Annual Report

Fidelity Series 100 Index Fund

The Board noted that the fund's hypothetical net management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2009.

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 Expenses. In its review of the fund's total expenses, the Board considered the fund's hypothetical net management fee as well as the fund's all-inclusive fee. The Board also considered other expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees, paid by FMR under the all-inclusive arrangement. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses 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 expenses ranked below its competitive median for 2009.

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. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expenses and fees charged to other Fidelity clients, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

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 audited books and records of Fidelity. 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has 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 were 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 reductions.

Annual Report

In February 2009, the Board 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 concluded, considering the findings of the Economies of Scale Committee, that any potential economies of scale 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) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, the rationale for the compensation structure, and how the compensation structure provides appropriate performance incentives; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) management and other fees paid by FMR to affiliated sub-advisers on behalf of the Fidelity funds; (vi) Fidelity's fee structures and rationale for recommending different fees among different categories of funds; (vii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; (viii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (ix) explanations regarding the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank, N.A.

New York, NY

HUN-ANN-0111
1.842443.103

Item 2. Code of Ethics

As of the end of the period, November 30, 2010, Fidelity Commonwealth 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 Nasdaq Composite Index Fund and Fidelity Series 100 Index Fund (the "Funds"):

Services Billed by Deloitte Entities

November 30, 2010 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Fund	$40,000	$-	$5,700	$-
Fidelity Series 100 Index Fund	$49,000	$-	$5,600	$-

November 30, 2009 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Fund	$44,000	$-	$5,700	$-
Fidelity Series 100 Index Fund	$52,000	$-	$5,600	$-

^A Amounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Nasdaq Composite Index Tracking Stock (the "Fund"):

Services Billed by PwC

November 30, 2010 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$110,000	$-	$4,100	$1,900

November 30, 2009 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$110,000	$-	$4,200	$1,500

^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

	November 30, 2010A	November 30, 2009A
Audit-Related Fees	$650,000	$790,000
Tax Fees	$-	$-
All Other Fees	$665,000	$515,000

^A Amounts may reflect rounding.

Services Billed by PwC

	November 30, 2010A	November 30, 2009A
Audit-Related Fees	$2,605,000	$2,755,000
Tax Fees	$-	$-
All Other Fees	$510,000	$-

^A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By	November 30, 2010 A	November 30, 2009 A
PwC	$4,710,000	$4,415,000
Deloitte Entities	$1,415,000	$1,360,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock:

The Board of Trustees of Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. As of November 30, 2010, the members of the audit committee were Joseph Mauriello, Alan J. Lacy and Michael E. Wiley.

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Fund:

Fidelity Commonwealth Trust: Fidelity 100 Index Fund:

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 Commonwealth Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	January 27, 2011

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:	January 27, 2011

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	January 27, 2011