N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-1400

Fidelity Contrafund
 (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:

December 31

 

 

Date of reporting period:

June 30, 2012

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

New Insights

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

Semiannual Report

June 30, 2012

(Fidelity Cover Art)

Contents

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.

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, 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 (January 1, 2012 to June 30, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
January 1, 2012

Ending
Account Value
June 30, 2012

Expenses Paid
During Period*
January 1, 2012
to June 30, 2012

Class A

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,105.50

$ 5.18

HypotheticalA

 

$ 1,000.00

$ 1,019.94

$ 4.97

Class T

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,103.80

$ 6.43

HypotheticalA

 

$ 1,000.00

$ 1,018.75

$ 6.17

Class B

1.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,101.10

$ 9.40

HypotheticalA

 

$ 1,000.00

$ 1,015.91

$ 9.02

Class C

1.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,101.10

$ 9.04

HypotheticalA

 

$ 1,000.00

$ 1,016.26

$ 8.67

Institutional Class

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,106.70

$ 3.77

HypotheticalA

 

$ 1,000.00

$ 1,021.28

$ 3.62

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

8.7

7.6

Google, Inc. Class A

4.2

5.7

Berkshire Hathaway, Inc. Class A

3.0

2.6

The Coca-Cola Co.

2.7

2.7

McDonald's Corp.

2.5

3.1

Wells Fargo & Co.

2.4

1.5

The Walt Disney Co.

2.3

1.7

TJX Companies, Inc.

1.9

1.7

Noble Energy, Inc.

1.7

2.1

Colgate-Palmolive Co.

1.6

1.5

 

31.0

Top Five Market Sectors as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

27.3

28.0

Consumer Discretionary

22.2

21.1

Financials

10.8

7.2

Health Care

10.2

10.5

Consumer Staples

9.0

8.1

Asset Allocation (% of fund's net assets)

As of June 30, 2012 *

As of December 31, 2011 **

ani69320

Stocks 92.0%

 

ani69320

Stocks 93.9%

 

ani69323

Bonds 0.1%

 

ani69323

Bonds 0.1%

 

ani69326

Convertible
Securities 0.3%

 

ani69326

Convertible
Securities 0.3%

 

ani69329

Short-Term
Investments and
Net Other Assets
(Liabilities) 7.6%

 

ani69329

Short-Term
Investments and
Net Other Assets
(Liabilities) 5.7%

 

* Foreign investments

11.3%

 

** Foreign investments

15.6%

 

ani69332

Semiannual Report

Investments June 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.0%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 22.2%

Auto Components - 0.0%

LiqTech International, Inc. (a)

500,000

$ 1,250

Automobiles - 0.4%

Harley-Davidson, Inc.

272,200

12,448

Hyundai Motor Co.

191,117

39,374

Tesla Motors, Inc. (a)(d)

769,500

24,078

 

75,900

Distributors - 0.1%

LKQ Corp. (a)

485,000

16,199

Diversified Consumer Services - 0.1%

Anhanguera Educacional Participacoes SA

99,344

1,266

Coinstar, Inc. (a)(d)

274,600

18,854

Kroton Educacional SA unit (a)

368,900

5,336

 

25,456

Hotels, Restaurants & Leisure - 6.0%

Arcos Dorados Holdings, Inc.

705,600

10,429

Buffalo Wild Wings, Inc. (a)

142,067

12,309

Chipotle Mexican Grill, Inc. (a)

521,978

198,326

Dunkin' Brands Group, Inc.

1,709,800

58,715

Galaxy Entertainment Group Ltd. (a)

7,982,000

20,082

Las Vegas Sands Corp.

1,023,822

44,526

Marriott International, Inc. Class A

201,100

7,883

McDonald's Corp.

5,492,152

486,220

Paradise Co. Ltd.

310,061

3,757

Starbucks Corp.

3,048,082

162,524

The Cheesecake Factory, Inc. (a)

181,100

5,788

Tim Hortons, Inc. (Canada)

2,847,500

150,108

Wyndham Worldwide Corp.

197,600

10,421

Yum! Brands, Inc.

49,600

3,195

 

1,174,283

Household Durables - 0.6%

D.R. Horton, Inc.

2,777,157

51,044

Lennar Corp. Class A

619,400

19,146

M.D.C. Holdings, Inc.

64,000

2,091

PulteGroup, Inc. (a)

2,998,300

32,082

Toll Brothers, Inc. (a)

335,300

9,968

 

114,331

Internet & Catalog Retail - 2.7%

Amazon.com, Inc. (a)

1,212,500

276,874

Expedia, Inc.

336,851

16,192

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Groupon, Inc. Class A (a)

2,004,220

$ 21,305

Liberty Media Corp. Interactive Series A (a)

186,500

3,318

Priceline.com, Inc. (a)

251,620

167,207

TripAdvisor, Inc. (a)

905,400

40,462

 

525,358

Leisure Equipment & Products - 0.1%

Polaris Industries, Inc.

276,600

19,771

Media - 4.3%

Comcast Corp. Class A

3,936,900

125,863

Discovery Communications, Inc. (a)

3,751,100

202,559

Interpublic Group of Companies, Inc.

1,113,000

12,076

Legend Pictures LLC (a)(h)(i)

7,990

8,542

Liberty Global, Inc. Class A (a)

59,000

2,928

Liberty Media Corp. Capital Series A (a)

236,232

20,767

Naspers Ltd. Class N

213,100

11,339

Sirius XM Radio, Inc. (a)(d)

3,761,079

6,958

The Walt Disney Co.

9,122,680

442,450

Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)

2,267

850

 

834,332

Multiline Retail - 1.4%

Dollar General Corp. (a)

431,500

23,469

Dollar Tree, Inc. (a)

3,659,518

196,882

Dollarama, Inc.

285,400

17,150

Dollarama, Inc. (a)(f)

229,600

13,797

Macy's, Inc.

516,900

17,756

 

269,054

Specialty Retail - 4.7%

American Eagle Outfitters, Inc.

614,300

12,120

AutoZone, Inc. (a)

105,100

38,590

Bed Bath & Beyond, Inc. (a)

2,562,500

158,363

Dick's Sporting Goods, Inc.

308,200

14,794

Foschini Ltd.

267,100

4,182

Gap, Inc.

647,300

17,710

GNC Holdings, Inc.

282,200

11,062

Home Depot, Inc.

194,900

10,328

Kingfisher PLC

1,659,200

7,468

Limited Brands, Inc.

333,200

14,171

O'Reilly Automotive, Inc. (a)

266,026

22,285

Penske Automotive Group, Inc.

606,100

12,874

PetSmart, Inc.

489,500

33,374

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Ross Stores, Inc.

2,087,400

$ 130,400

Tilly's, Inc. (a)

75,700

1,215

TJX Companies, Inc.

8,683,900

372,800

Tractor Supply Co.

122,600

10,183

Ulta Salon, Cosmetics & Fragrance, Inc.

336,502

31,423

Urban Outfitters, Inc. (a)

261,100

7,204

Vitamin Shoppe, Inc. (a)

102,335

5,621

Workman Co. Ltd.

29,900

844

Zumiez, Inc. (a)(d)

297,100

11,765

 

928,776

Textiles, Apparel & Luxury Goods - 1.8%

Arezzo Industria e Comercio SA

44,000

655

Burberry Group PLC

147,000

3,050

China Hongxing Sports Ltd. (a)

6,000,000

545

Coach, Inc.

96,800

5,661

lululemon athletica, Inc. (a)

65,900

3,930

NIKE, Inc. Class B

2,423,200

212,708

Ralph Lauren Corp.

166,151

23,271

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

623,300

58,889

Vera Bradley, Inc. (a)

105,900

2,232

VF Corp.

346,500

46,240

 

357,181

TOTAL CONSUMER DISCRETIONARY

4,341,891

CONSUMER STAPLES - 9.0%

Beverages - 3.4%

Anheuser-Busch InBev SA NV ADR

1,021,400

81,355

Boston Beer Co., Inc. Class A (a)(d)

77,370

9,362

Diageo PLC sponsored ADR

313,100

32,271

Dr Pepper Snapple Group, Inc.

547,300

23,944

The Coca-Cola Co.

6,715,987

525,123

 

672,055

Food & Staples Retailing - 2.0%

Costco Wholesale Corp.

1,225,200

116,394

CVS Caremark Corp.

1,778,800

83,123

Drogasil SA

315,782

3,184

Fresh Market, Inc. (a)

154,300

8,275

Tesco PLC

388,400

1,886

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Wal-Mart Stores, Inc.

2,061,800

$ 143,749

Whole Foods Market, Inc.

310,000

29,549

 

386,160

Food Products - 0.8%

Kraft Foods, Inc. Class A

1,665,800

64,333

Mead Johnson Nutrition Co. Class A

301,200

24,250

Orion Corp.

11,465

9,531

TreeHouse Foods, Inc. (a)

456,410

28,430

Want Want China Holdings Ltd.

18,474,000

22,846

 

149,390

Household Products - 1.8%

Colgate-Palmolive Co.

2,984,900

310,728

Kimberly-Clark Corp.

515,900

43,217

 

353,945

Personal Products - 0.9%

Estee Lauder Companies, Inc. Class A

3,239,200

175,306

Tobacco - 0.1%

Philip Morris International, Inc.

356,939

31,146

TOTAL CONSUMER STAPLES

1,768,002

ENERGY - 4.9%

Energy Equipment & Services - 0.2%

Schlumberger Ltd.

578,100

37,524

Oil, Gas & Consumable Fuels - 4.7%

Americas Petrogas, Inc. (f)

836,000

1,552

Anadarko Petroleum Corp.

2,319,200

153,531

BG Group PLC

97,200

1,979

Birchcliff Energy Ltd. (a)

783,700

4,311

Birchcliff Energy Ltd. (f)

900,000

4,950

Cabot Oil & Gas Corp.

50,100

1,974

Canadian Natural Resources Ltd. (d)

602,000

16,148

Concho Resources, Inc. (a)

894,980

76,181

Continental Resources, Inc. (a)(d)

759,100

50,571

Enterprise Products Partners LP

152,700

7,824

EOG Resources, Inc.

827,500

74,566

GoviEx Uranium, Inc. (a)(i)

3,477,000

8,693

Madalena Ventures, Inc. (f)

2,200,000

756

New World Oil & Gas PLC (a)(e)

23,000,000

3,602

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Noble Energy, Inc.

3,973,900

$ 337,066

Occidental Petroleum Corp.

909,048

77,969

Painted Pony Petroleum Ltd. Class A (a)

648,231

4,680

Phillips 66 (a)

228,800

7,605

Rooster Energy Ltd. (a)(e)

10,425,000

5,017

Skope Energy, Inc. (a)(e)(f)

784,000

154

TAG Oil Ltd. (a)

748,800

5,421

TAG Oil Ltd. (f)

322,900

2,337

Tourmaline Oil Corp. (a)

1,284,400

33,911

Tourmaline Oil Corp. (a)(f)

303,400

8,010

TransAtlantic Petroleum Ltd. (a)(f)

325,400

351

Tullow Oil PLC

603,800

13,901

Ultrapar Participacoes SA

645,900

14,536

 

917,596

TOTAL ENERGY

955,120

FINANCIALS - 10.8%

Capital Markets - 0.3%

State Street Corp.

1,539,200

68,710

Commercial Banks - 4.1%

Bank of Ireland (a)

325,926,928

40,809

BB&T Corp.

1,450,500

44,748

BOK Financial Corp.

37,900

2,206

Fifth Third Bancorp

1,026,600

13,756

Metro Bank PLC Class A (a)(i)

239,350

3,749

PNC Financial Services Group, Inc.

1,291,900

78,948

Texas Capital Bancshares, Inc. (a)

53,200

2,149

U.S. Bancorp

4,357,600

140,140

UMB Financial Corp.

45,200

2,316

Wells Fargo & Co.

14,014,185

468,634

 

797,455

Consumer Finance - 0.7%

American Express Co.

1,883,200

109,621

Capital One Financial Corp.

408,500

22,329

Credit Acceptance Corp. (a)

48,700

4,112

 

136,062

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Diversified Financial Services - 0.2%

Citigroup, Inc.

410,470

$ 11,251

JPMorgan Chase & Co.

781,814

27,934

 

39,185

Insurance - 4.5%

ACE Ltd.

1,425,000

105,635

Admiral Group PLC

699,500

13,059

AIA Group Ltd.

12,507,400

43,201

Berkshire Hathaway, Inc. Class A (a)

4,688

585,742

Fairfax Financial Holdings Ltd. (sub. vtg.)

29,800

11,800

The Chubb Corp.

1,405,600

102,356

The Travelers Companies, Inc.

335,700

21,431

Torchmark Corp.

41,500

2,098

 

885,322

Real Estate Investment Trusts - 0.7%

American Tower Corp.

1,962,100

137,170

Real Estate Management & Development - 0.3%

BR Malls Participacoes SA

4,407,550

50,472

Kennedy-Wilson Holdings, Inc.

300,000

4,203

 

54,675

TOTAL FINANCIALS

2,118,579

HEALTH CARE - 9.9%

Biotechnology - 3.5%

Alexion Pharmaceuticals, Inc. (a)

1,262,300

125,346

Amgen, Inc.

1,563,542

114,201

ARIAD Pharmaceuticals, Inc. (a)

2,051,572

35,308

ArQule, Inc. (a)

934,336

5,541

Biogen Idec, Inc. (a)

2,038,400

294,304

BioMarin Pharmaceutical, Inc. (a)

328,100

12,986

Celgene Corp. (a)

396,500

25,439

Cepheid, Inc. (a)

93,900

4,202

Gilead Sciences, Inc. (a)

614,530

31,513

Incyte Corp. (a)(d)

88,100

2,000

Light Sciences Oncology, Inc. (a)

2,708,254

160

Medivation, Inc. (a)

176,420

16,125

Merrimack Pharmaceuticals, Inc.

338,100

2,461

ONYX Pharmaceuticals, Inc. (a)

30,100

2,000

Puma Biotechnology, Inc.

422,223

4,750

Puma Biotechnology, Inc. warrants 10/4/21 (a)(i)

422,223

0*

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

RXi Pharmaceuticals Corp. warrants 2/4/15 (a)

228,571

$ 215

Seattle Genetics, Inc. (a)

130,200

3,306

Verastem, Inc.

575,000

5,865

Vertex Pharmaceuticals, Inc. (a)

43,318

2,422

 

688,144

Health Care Equipment & Supplies - 0.8%

Align Technology, Inc. (a)

182,700

6,113

Boston Scientific Corp. (a)

610,700

3,463

C.R. Bard, Inc.

48,000

5,157

Covidien PLC

173,600

9,288

Cyberonics, Inc. (a)

152,200

6,840

Edwards Lifesciences Corp. (a)

39,100

4,039

High Power Exploration (a)

58,562

94

Intuitive Surgical, Inc. (a)

209,200

115,853

Wright Medical Group, Inc. (a)

23,600

504

Zimmer Holdings, Inc.

30,800

1,982

 

153,333

Health Care Providers & Services - 1.3%

Catalyst Health Solutions, Inc. (a)

174,200

16,277

CIGNA Corp.

441,800

19,439

DaVita, Inc. (a)

22,300

2,190

Henry Schein, Inc. (a)

174,945

13,731

Humana, Inc.

66,300

5,134

McKesson Corp.

331,800

31,106

MWI Veterinary Supply, Inc. (a)

7,000

719

OvaScience, Inc. (i)

1,090,900

6,000

UnitedHealth Group, Inc.

2,651,640

155,121

 

249,717

Health Care Technology - 0.8%

athenahealth, Inc. (a)(d)

479,390

37,953

Cerner Corp. (a)

1,321,046

109,198

SXC Health Solutions Corp. (a)

77,600

7,707

 

154,858

Life Sciences Tools & Services - 0.7%

Fluidigm Corp. (a)(i)

112,607

1,694

Mettler-Toledo International, Inc. (a)

695,100

108,331

Waters Corp. (a)

410,100

32,591

 

142,616

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - 2.8%

Abbott Laboratories

2,502,628

$ 161,344

Allergan, Inc.

281,300

26,040

Bayer AG

679,505

48,826

Bristol-Myers Squibb Co.

1,625,400

58,433

Elan Corp. PLC sponsored ADR (a)

646,500

9,432

Eli Lilly & Co.

368,000

15,791

Johnson & Johnson

143,800

9,715

Merck & Co., Inc.

197,800

8,258

Novo Nordisk A/S Series B

784,120

113,726

Perrigo Co.

686,960

81,013

Shire PLC

236,300

6,798

Teva Pharmaceutical Industries Ltd. sponsored ADR

39,900

1,574

UCB SA

78,000

3,933

Valeant Pharmaceuticals International, Inc. (Canada) (a)

261,106

11,713

 

556,596

TOTAL HEALTH CARE

1,945,264

INDUSTRIALS - 4.5%

Air Freight & Logistics - 0.0%

C.H. Robinson Worldwide, Inc.

90,572

5,301

Airlines - 0.0%

Allegiant Travel Co. (a)

6,800

474

Building Products - 0.0%

Fortune Brands Home & Security, Inc. (a)

254,500

5,668

Commercial Services & Supplies - 0.4%

Aggreko PLC

54,012

1,753

Cintas Corp.

239,000

9,228

Edenred SA

324,000

9,162

Stericycle, Inc. (a)

646,315

59,248

Swisher Hygiene, Inc. (a)

1,395,310

3,177

 

82,568

Electrical Equipment - 0.3%

AMETEK, Inc.

151,500

7,561

Cooper Industries PLC Class A

89,445

6,098

Roper Industries, Inc.

546,700

53,894

 

67,553

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Industrial Conglomerates - 1.1%

Danaher Corp.

3,655,054

$ 190,355

General Electric Co.

1,086,000

22,632

 

212,987

Machinery - 0.2%

Colfax Corp. (a)

122,900

3,388

Donaldson Co., Inc.

97,080

3,240

Fanuc Corp.

75,200

12,361

Rexnord Corp.

263,300

5,277

Snap-On, Inc.

59,763

3,720

Valmont Industries, Inc.

15,800

1,911

Wabtec Corp.

24,500

1,911

 

31,808

Professional Services - 0.6%

Bureau Veritas SA

14,062

1,248

Experian PLC

1,641,400

23,149

IHS, Inc. Class A (a)

553,302

59,607

Qualicorp SA

801,695

7,009

Verisk Analytics, Inc. (a)

344,000

16,945

 

107,958

Road & Rail - 1.4%

Canadian National Railway Co.

230,700

19,510

Canadian Pacific

839,400

61,605

CSX Corp.

118,400

2,647

J.B. Hunt Transport Services, Inc.

276,800

16,497

Kansas City Southern

55,800

3,881

Localiza Rent A Car SA

201,300

3,042

Norfolk Southern Corp.

27,400

1,966

Union Pacific Corp.

1,334,500

159,219

 

268,367

Trading Companies & Distributors - 0.5%

Air Lease Corp.:

Class A (a)(f)

320,800

6,220

Class A (a)(d)

938,878

18,205

Mills Estruturas e Servicos de Engenharia SA

92,300

1,268

W.W. Grainger, Inc.

327,500

62,631

 

88,324

TOTAL INDUSTRIALS

871,008

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - 27.3%

Communications Equipment - 1.2%

Comverse Technology, Inc. (a)

12,880

$ 75

F5 Networks, Inc. (a)

80,234

7,988

Motorola Solutions, Inc.

685,900

32,999

QUALCOMM, Inc.

3,585,551

199,643

Ubiquiti Networks, Inc. (d)

198,200

2,824

 

243,529

Computers & Peripherals - 9.0%

Apple, Inc. (a)

2,925,546

1,708,526

EMC Corp. (a)

2,384,000

61,102

 

1,769,628

Electronic Equipment & Components - 0.6%

Amphenol Corp. Class A

2,118,040

116,323

National Instruments Corp.

216,200

5,807

 

122,130

Internet Software & Services - 6.1%

Bankrate, Inc. (d)

80,000

1,471

Constant Contact, Inc. (a)(d)

437,600

7,824

Cornerstone OnDemand, Inc. (a)

275,292

6,555

Demandware, Inc. (d)

126,700

3,002

Dropbox, Inc. (i)

1,289,836

11,672

eBay, Inc. (a)

2,869,761

120,559

Equinix, Inc. (a)

84,300

14,807

Facebook, Inc.:

Class A (d)

2,419,000

75,279

Class B (a)(i)

763,842

21,394

Google, Inc. Class A (a)

1,409,105

817,380

LinkedIn Corp. (a)(d)

181,900

19,331

MercadoLibre, Inc.

406,600

30,820

Rackspace Hosting, Inc. (a)

309,000

13,577

Responsys, Inc. (a)

500,000

6,060

SPS Commerce, Inc. (a)(e)

1,000,000

30,380

VeriSign, Inc. (a)

365,800

15,938

Web.com, Inc. (a)

258,405

4,734

 

1,200,783

IT Services - 4.8%

Accenture PLC Class A

2,732,900

164,220

Alliance Data Systems Corp. (a)(d)

571,930

77,211

Fidelity National Information Services, Inc.

776,597

26,466

Fiserv, Inc. (a)

558,881

40,362

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

FleetCor Technologies, Inc. (a)

29,000

$ 1,016

IBM Corp.

509,200

99,589

MasterCard, Inc. Class A

530,900

228,345

Syntel, Inc.

21,500

1,305

Teradata Corp. (a)

53,500

3,853

Total System Services, Inc.

115,943

2,775

Vantiv, Inc.

31,900

743

Visa, Inc. Class A

2,313,600

286,030

 

931,915

Semiconductors & Semiconductor Equipment - 1.6%

Analog Devices, Inc.

136,100

5,127

ARM Holdings PLC sponsored ADR

3,035,300

72,210

ASML Holding NV

740,100

38,056

Avago Technologies Ltd.

725,900

26,060

Cirrus Logic, Inc. (a)

570,800

17,056

Cymer, Inc. (a)

7,259

428

Ezchip Semiconductor Ltd. (a)

98,700

3,952

Mellanox Technologies Ltd. (a)

7,800

553

Samsung Electronics Co. Ltd.

119,070

126,539

Skyworks Solutions, Inc. (a)

665,276

18,209

 

308,190

Software - 4.0%

Allot Communications Ltd. (a)

477,288

13,297

ANSYS, Inc. (a)

108,924

6,874

Ariba, Inc. (a)

477,500

21,373

Check Point Software Technologies Ltd. (a)

1,533,500

76,046

Citrix Systems, Inc. (a)

1,202,900

100,971

CommVault Systems, Inc. (a)

5,475

271

Concur Technologies, Inc. (a)

547,593

37,291

Descartes Systems Group, Inc. (a)

120,600

1,027

Fortinet, Inc. (a)

668,528

15,523

Guidewire Software, Inc. (d)

340,708

9,581

Informatica Corp. (a)

1,283,179

54,355

Intuit, Inc.

1,767,800

104,919

Jive Software, Inc. (d)

368,000

7,724

Microsoft Corp.

1,703,500

52,110

NetSuite, Inc. (a)

479,300

26,251

Nexon Co. Ltd.

403,100

7,891

QLIK Technologies, Inc. (a)

117,800

2,606

Red Hat, Inc. (a)

737,800

41,671

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

salesforce.com, Inc. (a)

680,133

$ 94,035

ServiceNow, Inc.

48,900

1,203

SolarWinds, Inc. (a)

837,962

36,502

Splunk, Inc.

49,500

1,391

Trion World Network, Inc. warrants 8/10/17 (a)(i)

18,952

0*

Ultimate Software Group, Inc. (a)

99,130

8,834

VMware, Inc. Class A (a)

436,100

39,703

Workday, Inc. (i)

284,512

6,971

Zynga, Inc.

927,054

5,043

 

773,463

TOTAL INFORMATION TECHNOLOGY

5,349,638

MATERIALS - 3.2%

Chemicals - 1.0%

Airgas, Inc.

21,900

1,840

Ashland, Inc.

28,200

1,955

Ecolab, Inc.

678,300

46,484

Filtrona PLC

898,000

6,730

FMC Corp.

149,600

8,001

Monsanto Co.

688,500

56,994

PPG Industries, Inc.

173,100

18,369

Sherwin-Williams Co.

249,300

32,995

Valspar Corp.

175,000

9,186

W.R. Grace & Co. (a)

44,600

2,250

 

184,804

Containers & Packaging - 0.1%

Ball Corp.

268,300

11,014

Silgan Holdings, Inc.

148,892

6,356

 

17,370

Metals & Mining - 2.1%

Allied Nevada Gold Corp. (Canada) (a)

81,400

2,309

Altius Minerals Corp. (a)

23,100

241

Avion Gold Corp. (a)

9,156,600

4,092

B2Gold Corp. (a)

6,288,500

18,901

B2Gold Corp. (a)(f)

660,000

1,984

Dalradian Resources, Inc. (a)

907,000

579

Dalradian Resources, Inc. (f)

1,000,000

638

Eldorado Gold Corp.

1,831,203

22,555

Franco-Nevada Corp.

3,075,900

139,097

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Metals & Mining - continued

Franco-Nevada Corp. warrants 6/16/17 (a)(f)

62,150

$ 360

Goldcorp, Inc.

808,601

30,443

Ivanhoe Mines Ltd.

2,478,355

24,440

Ivanhoe Mines Ltd. rights 7/19/12 (a)

2,068,155

1,869

Medusa Mining Ltd.

2,464,590

12,294

New Gold, Inc. (a)

4,514,100

43,053

Newcrest Mining Ltd.

1,106,251

25,744

Novagold Resources, Inc. (a)

2,268,500

11,898

Premier Gold Mines Ltd. (a)

526,000

2,273

Premier Gold Mines Ltd. (f)

900,000

3,890

Pretium Resources, Inc. (a)

1,136,800

15,766

Rio Alto Mining Ltd. (a)

287,600

1,153

Royal Gold, Inc.

457,600

35,876

Sable Mining Africa Ltd. (a)

25,805,435

3,940

Tahoe Resources, Inc. (a)(f)

1,074,200

14,845

 

418,240

TOTAL MATERIALS

620,414

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

tw telecom, inc. (a)

312,000

8,006

Wireless Telecommunication Services - 0.1%

Millicom International Cellular SA (depository receipt)

74,500

7,011

SBA Communications Corp. Class A (a)

163,700

9,339

 

16,350

TOTAL TELECOMMUNICATION SERVICES

24,356

UTILITIES - 0.1%

Gas Utilities - 0.0%

ONEOK, Inc.

36,800

1,557

Multi-Utilities - 0.1%

YTL Corp. Bhd

19,223,626

12,320

TOTAL UTILITIES

13,877

TOTAL COMMON STOCKS

(Cost $12,962,019)


18,008,149

Preferred Stocks - 0.3%

Shares

Value (000s)

Convertible Preferred Stocks - 0.3%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc. Series M-1:

8.00%

165,366

$ 845

8.00%

11,811

60

8.00%

11,812

60

 

965

HEALTH CARE - 0.3%

Health Care Technology - 0.1%

Castlight Health, Inc. Series D (a)(i)

1,325,100

9,276

Pharmaceuticals - 0.2%

Agios Pharmaceuticals, Inc. Series C (i)

3,363,446

16,518

Kythera Biopharmaceuticals, Inc. (i)

3,803,655

25,256

 

41,774

TOTAL HEALTH CARE

51,050

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Digg, Inc. Series C, 8.00% (a)(i)

64,821

159

Software - 0.0%

Trion World Network, Inc.:

Series C, 8.00% (a)(i)

602,295

2,578

Series C-1, 8.00% (a)(i)

47,380

203

 

2,781

TOTAL INFORMATION TECHNOLOGY

2,940

TOTAL CONVERTIBLE PREFERRED STOCKS

54,955

Nonconvertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Dropbox, Inc. Series A (i)

299,518

2,710

TOTAL PREFERRED STOCKS

(Cost $54,933)


57,665

Corporate Bonds - 0.1%

 

Principal
Amount (000s)

Value (000s)

Convertible Bonds - 0.1%

MATERIALS - 0.1%

Metals & Mining - 0.1%

Ivanplats Ltd.:

8% 11/10/14 pay-in-kind (g)(i)

$ 11,301

$ 11,721

Nonconvertible Bonds - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc.:

9% 11/18/13

26

26

9% 11/18/13

26

26

9% 12/2/13

362

362

 

414

Specialty Retail - 0.0%

J. Crew Group, Inc. 8.125% 3/1/19

1,849

1,909

TOTAL CONSUMER DISCRETIONARY

2,323

TOTAL CORPORATE BONDS

(Cost $13,486)


14,044

Money Market Funds - 8.7%

Shares

 

Fidelity Cash Central Fund, 0.17% (b)

1,460,823,250

1,460,823

Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)

239,467,703

239,468

TOTAL MONEY MARKET FUNDS

(Cost $1,700,291)


1,700,291

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $14,730,729)

19,780,149

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(216,507)

NET ASSETS - 100%

$ 19,563,642

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $59,844,000 or 0.3% of net assets.

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $137,983,000 or 0.7% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Agios Pharmaceuticals, Inc. Series C

11/16/11

$ 16,518

Castlight Health, Inc. Series D

4/25/12

$ 7,999

Digg, Inc. Series C, 8.00%

9/23/08

$ 683

Dropbox, Inc.

5/2/12

$ 11,672

Dropbox, Inc. Series A

5/29/12

$ 2,710

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 19,101

Fluidigm Corp.

10/9/07 - 1/6/11

$ 1,992

GoviEx Uranium, Inc.

9/28/07 - 4/6/10

$ 7,499

Ivanplats Ltd. 8% 11/10/14 pay-in-kind

11/10/11 - 3/28/12

$ 11,428

Kythera Biopharmaceuticals, Inc.

8/30/11

$ 20,000

Legend Pictures LLC

9/23/10 - 3/30/12

$ 6,777

Metro Bank PLC Class A

5/21/12

$ 3,791

OvaScience, Inc.

3/29/12

$ 6,000

Puma Biotechnology, Inc. warrants 10/4/21

10/4/11

$ 0*

Security

Acquisition
Date

Acquisition
Cost (000s)

Trion World Network, Inc. warrants 8/10/17

8/10/10

$ 0*

Trion World Network, Inc. Series C, 8.00%

8/22/08

$ 3,307

Trion World Network, Inc. Series C-1, 8.00%

8/10/10

$ 260

Weinstein Co. Holdings LLC Class A-1

10/19/05

$ 2,267

Workday, Inc.

10/13/11

$ 3,773

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 653

Fidelity Securities Lending Cash Central Fund

1,552

Total

$ 2,205

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

New World Oil & Gas PLC

$ -

$ 2,884

$ -

$ -

$ 3,602

Rooster Energy Ltd.

-

6,357

-

-

5,017

Skope Energy, Inc.

1,193

-

-

-

154

SPS Commerce, Inc.

25,950

-

-

-

30,380

Total

$ 27,143

$ 9,241

$ -

$ -

$ 39,153

Other Information

The following is a summary of the inputs used, as of June 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,342,856

$ 4,267,897

$ 64,057

$ 10,902

Consumer Staples

1,768,002

1,735,625

32,377

-

Energy

955,120

946,427

-

8,693

Financials

2,118,579

2,030,820

84,010

3,749

Health Care

1,996,314

1,818,271

120,739

57,304

Industrials

871,008

855,470

15,538

-

Information Technology

5,355,288

5,175,171

155,824

24,293

Materials

620,414

582,376

38,038

-

Telecommunication Services

24,356

24,356

-

-

Utilities

13,877

1,557

12,320

-

Corporate Bonds

14,044

-

1,909

12,135

Money Market Funds

1,700,291

1,700,291

-

-

Total Investments in Securities:

$ 19,780,149

$ 19,138,261

$ 524,812

$ 117,076

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 357,476

Level 2 to Level 1

$ -

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

United States of America

88.7%

Canada

3.8%

Ireland

1.2%

Korea (South)

1.0%

Others (Individually Less Than 1%)

5.3%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

June 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $238,794) - See accompanying schedule:

Unaffiliated issuers (cost $12,990,647)

$ 18,040,705

 

Fidelity Central Funds (cost $1,700,291)

1,700,291

 

Other affiliated issuers (cost $39,791)

39,153

 

Total Investments (cost $14,730,729)

 

$ 19,780,149

Cash

 

260

Receivable for investments sold
Regular delivery

 

158,822

Delayed delivery

 

529

Receivable for fund shares sold

58,917

Dividends receivable

13,007

Interest receivable

657

Distributions receivable from Fidelity Central Funds

351

Other receivables

556

Total assets

20,013,248

 

 

 

Liabilities

Payable for investments purchased

$ 160,183

Payable for fund shares redeemed

33,434

Accrued management fee

8,488

Distribution and service plan fees payable

4,187

Other affiliated payables

3,352

Other payables and accrued expenses

494

Collateral on securities loaned, at value

239,468

Total liabilities

449,606

 

 

 

Net Assets

$ 19,563,642

Net Assets consist of:

 

Paid in capital

$ 15,536,882

Accumulated net investment loss

(27,733)

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

(994,962)

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

5,049,455

Net Assets

$ 19,563,642

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

June 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value and redemption price per share ($6,182,884 ÷ 283,676 shares)

$ 21.80

 

 

 

Maximum offering price per share (100/94.25 of $21.80)

$ 23.13

Class T:
Net Asset Value and redemption price per share ($1,772,835 ÷ 82,537 shares)

$ 21.48

 

 

 

Maximum offering price per share (100/96.50 of $21.48)

$ 22.26

Class B:
Net Asset Value and offering price per share ($289,162 ÷ 14,121 shares)A

$ 20.48

 

 

 

Class C:
Net Asset Value and offering price per share ($2,399,998 ÷ 116,566 shares)A

$ 20.59

 

 

 

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($8,918,763 ÷ 403,805 shares)

$ 22.09

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

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

Semiannual Report

Statement of Operations

 Amounts in thousands Six months ended June 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 86,734

Interest

 

416

Income from Fidelity Central Funds

 

2,205

Total income

 

89,355

 

 

 

Expenses

Management fee
Basic fee

$ 52,811

Performance adjustment

(4,443)

Transfer agent fees

19,125

Distribution and service plan fees

25,539

Accounting and security lending fees

851

Custodian fees and expenses

273

Independent trustees' compensation

60

Registration fees

351

Audit

43

Legal

25

Miscellaneous

105

Total expenses before reductions

94,740

Expense reductions

(351)

94,389

Net investment income (loss)

(5,034)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

222,283

Foreign currency transactions

(124)

Total net realized gain (loss)

 

222,159

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,582,112

Assets and liabilities in foreign currencies

42

Total change in net unrealized appreciation (depreciation)

 

1,582,154

Net gain (loss)

1,804,313

Net increase (decrease) in net assets resulting from operations

$ 1,799,279

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
June 30, 2012
(Unaudited)

Year ended
December 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (5,034)

$ (45,595)

Net realized gain (loss)

222,159

606,286

Change in net unrealized appreciation (depreciation)

1,582,154

(772,221)

Net increase (decrease) in net assets resulting
from operations

1,799,279

(211,530)

Distributions to shareholders from net realized gain

-

(24,043)

Share transactions - net increase (decrease)

704,302

1,490,230

Total increase (decrease) in net assets

2,503,581

1,254,657

 

 

 

Net Assets

Beginning of period

17,060,061

15,805,404

End of period (including accumulated net investment loss of $27,733 and accumulated net investment loss of $22,699, respectively)

$ 19,563,642

$ 17,060,061

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.72

$ 19.96

$ 17.24

$ 13.36

$ 21.65

$ 18.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  - K

  (.05)

  (.05)

  - K

  .05

  .08

Net realized and unrealized gain (loss)

  2.08

  (.15)

  2.81

  3.89

  (8.22)

  3.65

Total from investment operations

  2.08

  (.20)

  2.76

  3.89

  (8.17)

  3.73

Distributions from net investment income

  -

  -

  -

  -

  - K

  (.06)

Distributions from net realized gain

  -

  (.04)

  (.04)

  (.01)

  (.12)

  (.39)

Total distributions

  -

  (.04)

  (.04)

  (.01)

  (.12)

  (.45)

Net asset value, end of period

$ 21.80

$ 19.72

$ 19.96

$ 17.24

$ 13.36

$ 21.65

Total Return B, C, D

  10.55%

  (1.04)%

  16.07%

  29.12%

  (37.92)%

  20.26%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  .99% A

  1.08%

  1.14%

  1.19%

  1.10%

  1.09%

Expenses net of fee waivers, if any

  .99% A

  1.08%

  1.14%

  1.19%

  1.10%

  1.09%

Expenses net of all reductions

  .98% A

  1.07%

  1.13%

  1.18%

  1.10%

  1.08%

Net investment income (loss)

  (.04)% A

  (.23)%

  (.28)%

  -% H

  .26%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,183

$ 5,809

$ 5,603

$ 4,265

$ 2,614

$ 2,630

Portfolio turnover rate G

  56% A

  58%

  47% J

  58%

  74%

  57%

A Annualized

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

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

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

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

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

H Amount represents less than .01%.

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

J The portfolio turnover rate does not include the assets acquired in the merger.

K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.46

$ 19.74

$ 17.08

$ 13.26

$ 21.56

$ 18.29

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.03)

  (.10)

  (.09)

  (.04)

  - J

  .04

Net realized and unrealized gain (loss)

  2.05

  (.14)

  2.78

  3.86

  (8.18)

  3.62

Total from investment operations

  2.02

  (.24)

  2.69

  3.82

  (8.18)

  3.66

Distributions from net realized gain

  -

  (.04)

  (.03)

  -

  (.12)

  (.39)

Net asset value, end of period

$ 21.48

$ 19.46

$ 19.74

$ 17.08

$ 13.26

$ 21.56

Total Return B, C, D

  10.38%

  (1.25)%

  15.81%

  28.81%

  (38.13)%

  20.00%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.23% A

  1.32%

  1.38%

  1.45%

  1.34%

  1.31%

Expenses net of fee waivers, if any

  1.23% A

  1.32%

  1.38%

  1.45%

  1.34%

  1.31%

Expenses net of all reductions

  1.23% A

  1.32%

  1.38%

  1.44%

  1.34%

  1.31%

Net investment income (loss)

  (.28)% A

  (.48)%

  (.52)%

  (.25)%

  .02%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,773

$ 1,640

$ 1,756

$ 1,557

$ 1,254

$ 2,185

Portfolio turnover rate G

  56% A

  58%

  47% I

  58%

  74%

  57%

A Annualized

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

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

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

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

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

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

I The portfolio turnover rate does not include the assets acquired in the merger.

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.60

$ 18.95

$ 16.49

$ 12.88

$ 21.04

$ 17.97

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.09)

  (.20)

  (.19)

  (.11)

  (.10)

  (.08)

Net realized and unrealized gain (loss)

  1.97

  (.15)

  2.68

  3.72

  (7.94)

  3.54

Total from investment operations

  1.88

  (.35)

  2.49

  3.61

  (8.04)

  3.46

Distributions from net realized gain

  -

  -

  (.03)

  -

  (.12)

  (.39)

Net asset value, end of period

$ 20.48

$ 18.60

$ 18.95

$ 16.49

$ 12.88

$ 21.04

Total Return B, C, D

  10.11%

  (1.85)%

  15.14%

  28.03%

  (38.41)%

  19.24%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.80% A

  1.89%

  1.96%

  2.01%

  1.91%

  1.89%

Expenses net of fee waivers, if any

  1.80% A

  1.89%

  1.96%

  2.00%

  1.91%

  1.89%

Expenses net of all reductions

  1.79% A

  1.89%

  1.95%

  1.99%

  1.91%

  1.89%

Net investment income (loss)

  (.85)% A

  (1.05)%

  (1.10)%

  (.81)%

  (.55)%

  (.39)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 289

$ 309

$ 410

$ 401

$ 313

$ 489

Portfolio turnover rate G

  56% A

  58%

  47% I

  58%

  74%

  57%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.70

$ 19.03

$ 16.55

$ 12.92

$ 21.10

$ 18.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.08)

  (.19)

  (.17)

  (.11)

  (.09)

  (.06)

Net realized and unrealized gain (loss)

  1.97

  (.14)

  2.68

  3.74

  (7.97)

  3.55

Total from investment operations

  1.89

  (.33)

  2.51

  3.63

  (8.06)

  3.49

Distributions from net realized gain

  -

  -

  (.03)

  -

  (.12)

  (.39)

Net asset value, end of period

$ 20.59

$ 18.70

$ 19.03

$ 16.55

$ 12.92

$ 21.10

Total Return B, C, D

  10.11%

  (1.73)%

  15.21%

  28.10%

  (38.39)%

  19.37%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.73% A

  1.83%

  1.88%

  1.95%

  1.85%

  1.82%

Expenses net of fee waivers, if any

  1.73% A

  1.83%

  1.88%

  1.95%

  1.85%

  1.82%

Expenses net of all reductions

  1.73% A

  1.82%

  1.88%

  1.94%

  1.85%

  1.82%

Net investment income (loss)

  (.79)% A

  (.98)%

  (1.02)%

  (.76)%

  (.49)%

  (.32)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,400

$ 2,133

$ 2,138

$ 1,799

$ 1,355

$ 1,879

Portfolio turnover rate G

  56% A

  58%

  47% I

  58%

  74%

  57%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.96

$ 20.14

$ 17.39

$ 13.49

$ 21.84

$ 18.52

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .02

  .01

  (.01)

  .03

  .09

  .14

Net realized and unrealized gain (loss)

  2.11

  (.15)

  2.85

  3.93

  (8.30)

  3.67

Total from investment operations

  2.13

  (.14)

  2.84

  3.96

  (8.21)

  3.81

Distributions from net investment income

  -

  -

  -

  (.02)

  (.02)

  (.10)

Distributions from net realized gain

  -

  (.04)

  (.09)

  (.04)

  (.12)

  (.39)

Total distributions

  -

  (.04)

  (.09)

  (.06)

  (.14)

  (.49)

Net asset value, end of period

$ 22.09

$ 19.96

$ 20.14

$ 17.39

$ 13.49

$ 21.84

Total Return B, C

  10.67%

  (.73)%

  16.34%

  29.37%

  (37.76)%

  20.57%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .72% A

  .81%

  .89%

  .96%

  .86%

  .81%

Expenses net of fee waivers, if any

  .72% A

  .81%

  .89%

  .96%

  .86%

  .81%

Expenses net of all reductions

  .72% A

  .81%

  .89%

  .95%

  .85%

  .81%

Net investment income (loss)

  .23% A

  .03%

  (.04)%

  .24%

  .50%

  .69%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8,919

$ 7,169

$ 5,898

$ 4,225

$ 2,793

$ 2,309

Portfolio turnover rate F

  56% A

  58%

  47% H

  58%

  74%

  57%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2012 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® New Insights Fund (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2012, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, partnerships, deferred trustees compensation, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 5,263,081

Gross unrealized depreciation

(308,799)

Net unrealized appreciation (depreciation) on securities and other investments

$ 4,954,282

 

 

Tax cost

$ 14,825,867

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At December 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2014

$ (1,018)

2015

(6,900)

2016

(34,661)

2017

(824,136)

2018

(113,112)

Total capital loss carryforward

$ (979,827)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The Fund acquired $36,694 of capital loss carryforwards from the Fidelity Advisor Fifty Fund when it merged into the fund on December 17, 2010. Under the Internal Revenue Code, the losses acquired from Fidelity Advisor Fifty Fund that will be available to offset future capital gains of the Fund will be limited. As a result, at least $28,777 of the losses acquired from Fidelity Advisor Fifty Fund will expire unused and are not included in the capital loss carryforward amounts disclosed above.

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

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Semiannual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,226,432 and $5,022,519, 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .51% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 7,790

$ 219

Class T

.25%

.25%

4,435

30

Class B

.75%

.25%

1,562

1,174

Class C

.75%

.25%

11,752

1,784

 

 

 

$ 25,539

$ 3,207

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 839

Class T

137

Class B*

193

Class C*

88

 

$ 1,257

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets*

Class A

$ 6,507

.21

Class T

1,782

.20

Class B

420

.27

Class C

2,423

.21

Institutional Class

7,993

.19

 

$ 19,125

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70 for the period.

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $27 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. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $2,435. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,552, including $94 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $351 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2012

Year ended
December 31,
2011

From net realized gain

 

 

Class A

$ -

$ 10,098

Class T

-

3,142

Class B

-

-

Class C

-

-

Institutional Class

-

10,803

Total

$ -

$ 24,043

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2012

Year ended
December 31,
2011

Six months ended
June 30,
2012

Year ended
December 31,
2011

Class A

 

 

 

 

Shares sold

36,453

90,043

$ 787,356

$ 1,820,476

Reinvestment of distributions

-

439

-

9,175

Shares redeemed

(47,349)

(76,699)

(1,028,332)

(1,538,413)

Net increase (decrease)

(10,896)

13,783

$ (240,976)

$ 291,238

Class T

 

 

 

 

Shares sold

7,005

18,906

$ 148,818

$ 377,982

Reinvestment of distributions

-

139

-

2,869

Shares redeemed

(8,726)

(23,772)

(185,572)

(474,099)

Net increase (decrease)

(1,721)

(4,727)

$ (36,754)

$ (93,248)

Class B

 

 

 

 

Shares sold

162

510

$ 3,265

$ 9,732

Reinvestment of distributions

-

-

-

-

Shares redeemed

(2,676)

(5,503)

(54,515)

(105,005)

Net increase (decrease)

(2,514)

(4,993)

$ (51,250)

$ (95,273)

Class C

 

 

 

 

Shares sold

12,607

23,065

$ 257,594

$ 444,337

Reinvestment of distributions

-

-

-

-

Shares redeemed

(10,117)

(21,338)

(206,834)

(406,710)

Net increase (decrease)

2,490

1,727

$ 50,760

$ 37,627

Institutional Class

 

 

 

 

Shares sold

80,737

141,293

$ 1,769,964

$ 2,863,246

Reinvestment of distributions

-

404

-

8,538

Shares redeemed

(36,133)

(75,337)

(787,442)

(1,521,898)

Net increase (decrease)

44,604

66,360

$ 982,522

$ 1,349,886

Semiannual Report

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ANIF-USAN-0812
1.803541.108

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor ®

New Insights

Fund - Institutional Class

Semiannual Report

June 30, 2012

(Fidelity Cover Art)

Contents

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.

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, 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 (January 1, 2012 to June 30, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
January 1, 2012

Ending
Account Value
June 30, 2012

Expenses Paid
During Period*
January 1, 2012
to June 30, 2012

Class A

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,105.50

$ 5.18

HypotheticalA

 

$ 1,000.00

$ 1,019.94

$ 4.97

Class T

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,103.80

$ 6.43

HypotheticalA

 

$ 1,000.00

$ 1,018.75

$ 6.17

Class B

1.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,101.10

$ 9.40

HypotheticalA

 

$ 1,000.00

$ 1,015.91

$ 9.02

Class C

1.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,101.10

$ 9.04

HypotheticalA

 

$ 1,000.00

$ 1,016.26

$ 8.67

Institutional Class

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,106.70

$ 3.77

HypotheticalA

 

$ 1,000.00

$ 1,021.28

$ 3.62

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

8.7

7.6

Google, Inc. Class A

4.2

5.7

Berkshire Hathaway, Inc. Class A

3.0

2.6

The Coca-Cola Co.

2.7

2.7

McDonald's Corp.

2.5

3.1

Wells Fargo & Co.

2.4

1.5

The Walt Disney Co.

2.3

1.7

TJX Companies, Inc.

1.9

1.7

Noble Energy, Inc.

1.7

2.1

Colgate-Palmolive Co.

1.6

1.5

 

31.0

Top Five Market Sectors as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

27.3

28.0

Consumer Discretionary

22.2

21.1

Financials

10.8

7.2

Health Care

10.2

10.5

Consumer Staples

9.0

8.1

Asset Allocation (% of fund's net assets)

As of June 30, 2012 *

As of December 31, 2011 **

anf132608

Stocks 92.0%

 

anf132608

Stocks 93.9%

 

anf132611

Bonds 0.1%

 

anf132611

Bonds 0.1%

 

anf132614

Convertible
Securities 0.3%

 

anf132614

Convertible
Securities 0.3%

 

anf132617

Short-Term
Investments and
Net Other Assets
(Liabilities) 7.6%

 

anf132617

Short-Term
Investments and
Net Other Assets
(Liabilities) 5.7%

 

* Foreign investments

11.3%

 

** Foreign investments

15.6%

 

anf132620

Semiannual Report

Investments June 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.0%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 22.2%

Auto Components - 0.0%

LiqTech International, Inc. (a)

500,000

$ 1,250

Automobiles - 0.4%

Harley-Davidson, Inc.

272,200

12,448

Hyundai Motor Co.

191,117

39,374

Tesla Motors, Inc. (a)(d)

769,500

24,078

 

75,900

Distributors - 0.1%

LKQ Corp. (a)

485,000

16,199

Diversified Consumer Services - 0.1%

Anhanguera Educacional Participacoes SA

99,344

1,266

Coinstar, Inc. (a)(d)

274,600

18,854

Kroton Educacional SA unit (a)

368,900

5,336

 

25,456

Hotels, Restaurants & Leisure - 6.0%

Arcos Dorados Holdings, Inc.

705,600

10,429

Buffalo Wild Wings, Inc. (a)

142,067

12,309

Chipotle Mexican Grill, Inc. (a)

521,978

198,326

Dunkin' Brands Group, Inc.

1,709,800

58,715

Galaxy Entertainment Group Ltd. (a)

7,982,000

20,082

Las Vegas Sands Corp.

1,023,822

44,526

Marriott International, Inc. Class A

201,100

7,883

McDonald's Corp.

5,492,152

486,220

Paradise Co. Ltd.

310,061

3,757

Starbucks Corp.

3,048,082

162,524

The Cheesecake Factory, Inc. (a)

181,100

5,788

Tim Hortons, Inc. (Canada)

2,847,500

150,108

Wyndham Worldwide Corp.

197,600

10,421

Yum! Brands, Inc.

49,600

3,195

 

1,174,283

Household Durables - 0.6%

D.R. Horton, Inc.

2,777,157

51,044

Lennar Corp. Class A

619,400

19,146

M.D.C. Holdings, Inc.

64,000

2,091

PulteGroup, Inc. (a)

2,998,300

32,082

Toll Brothers, Inc. (a)

335,300

9,968

 

114,331

Internet & Catalog Retail - 2.7%

Amazon.com, Inc. (a)

1,212,500

276,874

Expedia, Inc.

336,851

16,192

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Groupon, Inc. Class A (a)

2,004,220

$ 21,305

Liberty Media Corp. Interactive Series A (a)

186,500

3,318

Priceline.com, Inc. (a)

251,620

167,207

TripAdvisor, Inc. (a)

905,400

40,462

 

525,358

Leisure Equipment & Products - 0.1%

Polaris Industries, Inc.

276,600

19,771

Media - 4.3%

Comcast Corp. Class A

3,936,900

125,863

Discovery Communications, Inc. (a)

3,751,100

202,559

Interpublic Group of Companies, Inc.

1,113,000

12,076

Legend Pictures LLC (a)(h)(i)

7,990

8,542

Liberty Global, Inc. Class A (a)

59,000

2,928

Liberty Media Corp. Capital Series A (a)

236,232

20,767

Naspers Ltd. Class N

213,100

11,339

Sirius XM Radio, Inc. (a)(d)

3,761,079

6,958

The Walt Disney Co.

9,122,680

442,450

Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)

2,267

850

 

834,332

Multiline Retail - 1.4%

Dollar General Corp. (a)

431,500

23,469

Dollar Tree, Inc. (a)

3,659,518

196,882

Dollarama, Inc.

285,400

17,150

Dollarama, Inc. (a)(f)

229,600

13,797

Macy's, Inc.

516,900

17,756

 

269,054

Specialty Retail - 4.7%

American Eagle Outfitters, Inc.

614,300

12,120

AutoZone, Inc. (a)

105,100

38,590

Bed Bath & Beyond, Inc. (a)

2,562,500

158,363

Dick's Sporting Goods, Inc.

308,200

14,794

Foschini Ltd.

267,100

4,182

Gap, Inc.

647,300

17,710

GNC Holdings, Inc.

282,200

11,062

Home Depot, Inc.

194,900

10,328

Kingfisher PLC

1,659,200

7,468

Limited Brands, Inc.

333,200

14,171

O'Reilly Automotive, Inc. (a)

266,026

22,285

Penske Automotive Group, Inc.

606,100

12,874

PetSmart, Inc.

489,500

33,374

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Ross Stores, Inc.

2,087,400

$ 130,400

Tilly's, Inc. (a)

75,700

1,215

TJX Companies, Inc.

8,683,900

372,800

Tractor Supply Co.

122,600

10,183

Ulta Salon, Cosmetics & Fragrance, Inc.

336,502

31,423

Urban Outfitters, Inc. (a)

261,100

7,204

Vitamin Shoppe, Inc. (a)

102,335

5,621

Workman Co. Ltd.

29,900

844

Zumiez, Inc. (a)(d)

297,100

11,765

 

928,776

Textiles, Apparel & Luxury Goods - 1.8%

Arezzo Industria e Comercio SA

44,000

655

Burberry Group PLC

147,000

3,050

China Hongxing Sports Ltd. (a)

6,000,000

545

Coach, Inc.

96,800

5,661

lululemon athletica, Inc. (a)

65,900

3,930

NIKE, Inc. Class B

2,423,200

212,708

Ralph Lauren Corp.

166,151

23,271

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

623,300

58,889

Vera Bradley, Inc. (a)

105,900

2,232

VF Corp.

346,500

46,240

 

357,181

TOTAL CONSUMER DISCRETIONARY

4,341,891

CONSUMER STAPLES - 9.0%

Beverages - 3.4%

Anheuser-Busch InBev SA NV ADR

1,021,400

81,355

Boston Beer Co., Inc. Class A (a)(d)

77,370

9,362

Diageo PLC sponsored ADR

313,100

32,271

Dr Pepper Snapple Group, Inc.

547,300

23,944

The Coca-Cola Co.

6,715,987

525,123

 

672,055

Food & Staples Retailing - 2.0%

Costco Wholesale Corp.

1,225,200

116,394

CVS Caremark Corp.

1,778,800

83,123

Drogasil SA

315,782

3,184

Fresh Market, Inc. (a)

154,300

8,275

Tesco PLC

388,400

1,886

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Wal-Mart Stores, Inc.

2,061,800

$ 143,749

Whole Foods Market, Inc.

310,000

29,549

 

386,160

Food Products - 0.8%

Kraft Foods, Inc. Class A

1,665,800

64,333

Mead Johnson Nutrition Co. Class A

301,200

24,250

Orion Corp.

11,465

9,531

TreeHouse Foods, Inc. (a)

456,410

28,430

Want Want China Holdings Ltd.

18,474,000

22,846

 

149,390

Household Products - 1.8%

Colgate-Palmolive Co.

2,984,900

310,728

Kimberly-Clark Corp.

515,900

43,217

 

353,945

Personal Products - 0.9%

Estee Lauder Companies, Inc. Class A

3,239,200

175,306

Tobacco - 0.1%

Philip Morris International, Inc.

356,939

31,146

TOTAL CONSUMER STAPLES

1,768,002

ENERGY - 4.9%

Energy Equipment & Services - 0.2%

Schlumberger Ltd.

578,100

37,524

Oil, Gas & Consumable Fuels - 4.7%

Americas Petrogas, Inc. (f)

836,000

1,552

Anadarko Petroleum Corp.

2,319,200

153,531

BG Group PLC

97,200

1,979

Birchcliff Energy Ltd. (a)

783,700

4,311

Birchcliff Energy Ltd. (f)

900,000

4,950

Cabot Oil & Gas Corp.

50,100

1,974

Canadian Natural Resources Ltd. (d)

602,000

16,148

Concho Resources, Inc. (a)

894,980

76,181

Continental Resources, Inc. (a)(d)

759,100

50,571

Enterprise Products Partners LP

152,700

7,824

EOG Resources, Inc.

827,500

74,566

GoviEx Uranium, Inc. (a)(i)

3,477,000

8,693

Madalena Ventures, Inc. (f)

2,200,000

756

New World Oil & Gas PLC (a)(e)

23,000,000

3,602

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Noble Energy, Inc.

3,973,900

$ 337,066

Occidental Petroleum Corp.

909,048

77,969

Painted Pony Petroleum Ltd. Class A (a)

648,231

4,680

Phillips 66 (a)

228,800

7,605

Rooster Energy Ltd. (a)(e)

10,425,000

5,017

Skope Energy, Inc. (a)(e)(f)

784,000

154

TAG Oil Ltd. (a)

748,800

5,421

TAG Oil Ltd. (f)

322,900

2,337

Tourmaline Oil Corp. (a)

1,284,400

33,911

Tourmaline Oil Corp. (a)(f)

303,400

8,010

TransAtlantic Petroleum Ltd. (a)(f)

325,400

351

Tullow Oil PLC

603,800

13,901

Ultrapar Participacoes SA

645,900

14,536

 

917,596

TOTAL ENERGY

955,120

FINANCIALS - 10.8%

Capital Markets - 0.3%

State Street Corp.

1,539,200

68,710

Commercial Banks - 4.1%

Bank of Ireland (a)

325,926,928

40,809

BB&T Corp.

1,450,500

44,748

BOK Financial Corp.

37,900

2,206

Fifth Third Bancorp

1,026,600

13,756

Metro Bank PLC Class A (a)(i)

239,350

3,749

PNC Financial Services Group, Inc.

1,291,900

78,948

Texas Capital Bancshares, Inc. (a)

53,200

2,149

U.S. Bancorp

4,357,600

140,140

UMB Financial Corp.

45,200

2,316

Wells Fargo & Co.

14,014,185

468,634

 

797,455

Consumer Finance - 0.7%

American Express Co.

1,883,200

109,621

Capital One Financial Corp.

408,500

22,329

Credit Acceptance Corp. (a)

48,700

4,112

 

136,062

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Diversified Financial Services - 0.2%

Citigroup, Inc.

410,470

$ 11,251

JPMorgan Chase & Co.

781,814

27,934

 

39,185

Insurance - 4.5%

ACE Ltd.

1,425,000

105,635

Admiral Group PLC

699,500

13,059

AIA Group Ltd.

12,507,400

43,201

Berkshire Hathaway, Inc. Class A (a)

4,688

585,742

Fairfax Financial Holdings Ltd. (sub. vtg.)

29,800

11,800

The Chubb Corp.

1,405,600

102,356

The Travelers Companies, Inc.

335,700

21,431

Torchmark Corp.

41,500

2,098

 

885,322

Real Estate Investment Trusts - 0.7%

American Tower Corp.

1,962,100

137,170

Real Estate Management & Development - 0.3%

BR Malls Participacoes SA

4,407,550

50,472

Kennedy-Wilson Holdings, Inc.

300,000

4,203

 

54,675

TOTAL FINANCIALS

2,118,579

HEALTH CARE - 9.9%

Biotechnology - 3.5%

Alexion Pharmaceuticals, Inc. (a)

1,262,300

125,346

Amgen, Inc.

1,563,542

114,201

ARIAD Pharmaceuticals, Inc. (a)

2,051,572

35,308

ArQule, Inc. (a)

934,336

5,541

Biogen Idec, Inc. (a)

2,038,400

294,304

BioMarin Pharmaceutical, Inc. (a)

328,100

12,986

Celgene Corp. (a)

396,500

25,439

Cepheid, Inc. (a)

93,900

4,202

Gilead Sciences, Inc. (a)

614,530

31,513

Incyte Corp. (a)(d)

88,100

2,000

Light Sciences Oncology, Inc. (a)

2,708,254

160

Medivation, Inc. (a)

176,420

16,125

Merrimack Pharmaceuticals, Inc.

338,100

2,461

ONYX Pharmaceuticals, Inc. (a)

30,100

2,000

Puma Biotechnology, Inc.

422,223

4,750

Puma Biotechnology, Inc. warrants 10/4/21 (a)(i)

422,223

0*

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

RXi Pharmaceuticals Corp. warrants 2/4/15 (a)

228,571

$ 215

Seattle Genetics, Inc. (a)

130,200

3,306

Verastem, Inc.

575,000

5,865

Vertex Pharmaceuticals, Inc. (a)

43,318

2,422

 

688,144

Health Care Equipment & Supplies - 0.8%

Align Technology, Inc. (a)

182,700

6,113

Boston Scientific Corp. (a)

610,700

3,463

C.R. Bard, Inc.

48,000

5,157

Covidien PLC

173,600

9,288

Cyberonics, Inc. (a)

152,200

6,840

Edwards Lifesciences Corp. (a)

39,100

4,039

High Power Exploration (a)

58,562

94

Intuitive Surgical, Inc. (a)

209,200

115,853

Wright Medical Group, Inc. (a)

23,600

504

Zimmer Holdings, Inc.

30,800

1,982

 

153,333

Health Care Providers & Services - 1.3%

Catalyst Health Solutions, Inc. (a)

174,200

16,277

CIGNA Corp.

441,800

19,439

DaVita, Inc. (a)

22,300

2,190

Henry Schein, Inc. (a)

174,945

13,731

Humana, Inc.

66,300

5,134

McKesson Corp.

331,800

31,106

MWI Veterinary Supply, Inc. (a)

7,000

719

OvaScience, Inc. (i)

1,090,900

6,000

UnitedHealth Group, Inc.

2,651,640

155,121

 

249,717

Health Care Technology - 0.8%

athenahealth, Inc. (a)(d)

479,390

37,953

Cerner Corp. (a)

1,321,046

109,198

SXC Health Solutions Corp. (a)

77,600

7,707

 

154,858

Life Sciences Tools & Services - 0.7%

Fluidigm Corp. (a)(i)

112,607

1,694

Mettler-Toledo International, Inc. (a)

695,100

108,331

Waters Corp. (a)

410,100

32,591

 

142,616

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - 2.8%

Abbott Laboratories

2,502,628

$ 161,344

Allergan, Inc.

281,300

26,040

Bayer AG

679,505

48,826

Bristol-Myers Squibb Co.

1,625,400

58,433

Elan Corp. PLC sponsored ADR (a)

646,500

9,432

Eli Lilly & Co.

368,000

15,791

Johnson & Johnson

143,800

9,715

Merck & Co., Inc.

197,800

8,258

Novo Nordisk A/S Series B

784,120

113,726

Perrigo Co.

686,960

81,013

Shire PLC

236,300

6,798

Teva Pharmaceutical Industries Ltd. sponsored ADR

39,900

1,574

UCB SA

78,000

3,933

Valeant Pharmaceuticals International, Inc. (Canada) (a)

261,106

11,713

 

556,596

TOTAL HEALTH CARE

1,945,264

INDUSTRIALS - 4.5%

Air Freight & Logistics - 0.0%

C.H. Robinson Worldwide, Inc.

90,572

5,301

Airlines - 0.0%

Allegiant Travel Co. (a)

6,800

474

Building Products - 0.0%

Fortune Brands Home & Security, Inc. (a)

254,500

5,668

Commercial Services & Supplies - 0.4%

Aggreko PLC

54,012

1,753

Cintas Corp.

239,000

9,228

Edenred SA

324,000

9,162

Stericycle, Inc. (a)

646,315

59,248

Swisher Hygiene, Inc. (a)

1,395,310

3,177

 

82,568

Electrical Equipment - 0.3%

AMETEK, Inc.

151,500

7,561

Cooper Industries PLC Class A

89,445

6,098

Roper Industries, Inc.

546,700

53,894

 

67,553

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Industrial Conglomerates - 1.1%

Danaher Corp.

3,655,054

$ 190,355

General Electric Co.

1,086,000

22,632

 

212,987

Machinery - 0.2%

Colfax Corp. (a)

122,900

3,388

Donaldson Co., Inc.

97,080

3,240

Fanuc Corp.

75,200

12,361

Rexnord Corp.

263,300

5,277

Snap-On, Inc.

59,763

3,720

Valmont Industries, Inc.

15,800

1,911

Wabtec Corp.

24,500

1,911

 

31,808

Professional Services - 0.6%

Bureau Veritas SA

14,062

1,248

Experian PLC

1,641,400

23,149

IHS, Inc. Class A (a)

553,302

59,607

Qualicorp SA

801,695

7,009

Verisk Analytics, Inc. (a)

344,000

16,945

 

107,958

Road & Rail - 1.4%

Canadian National Railway Co.

230,700

19,510

Canadian Pacific

839,400

61,605

CSX Corp.

118,400

2,647

J.B. Hunt Transport Services, Inc.

276,800

16,497

Kansas City Southern

55,800

3,881

Localiza Rent A Car SA

201,300

3,042

Norfolk Southern Corp.

27,400

1,966

Union Pacific Corp.

1,334,500

159,219

 

268,367

Trading Companies & Distributors - 0.5%

Air Lease Corp.:

Class A (a)(f)

320,800

6,220

Class A (a)(d)

938,878

18,205

Mills Estruturas e Servicos de Engenharia SA

92,300

1,268

W.W. Grainger, Inc.

327,500

62,631

 

88,324

TOTAL INDUSTRIALS

871,008

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - 27.3%

Communications Equipment - 1.2%

Comverse Technology, Inc. (a)

12,880

$ 75

F5 Networks, Inc. (a)

80,234

7,988

Motorola Solutions, Inc.

685,900

32,999

QUALCOMM, Inc.

3,585,551

199,643

Ubiquiti Networks, Inc. (d)

198,200

2,824

 

243,529

Computers & Peripherals - 9.0%

Apple, Inc. (a)

2,925,546

1,708,526

EMC Corp. (a)

2,384,000

61,102

 

1,769,628

Electronic Equipment & Components - 0.6%

Amphenol Corp. Class A

2,118,040

116,323

National Instruments Corp.

216,200

5,807

 

122,130

Internet Software & Services - 6.1%

Bankrate, Inc. (d)

80,000

1,471

Constant Contact, Inc. (a)(d)

437,600

7,824

Cornerstone OnDemand, Inc. (a)

275,292

6,555

Demandware, Inc. (d)

126,700

3,002

Dropbox, Inc. (i)

1,289,836

11,672

eBay, Inc. (a)

2,869,761

120,559

Equinix, Inc. (a)

84,300

14,807

Facebook, Inc.:

Class A (d)

2,419,000

75,279

Class B (a)(i)

763,842

21,394

Google, Inc. Class A (a)

1,409,105

817,380

LinkedIn Corp. (a)(d)

181,900

19,331

MercadoLibre, Inc.

406,600

30,820

Rackspace Hosting, Inc. (a)

309,000

13,577

Responsys, Inc. (a)

500,000

6,060

SPS Commerce, Inc. (a)(e)

1,000,000

30,380

VeriSign, Inc. (a)

365,800

15,938

Web.com, Inc. (a)

258,405

4,734

 

1,200,783

IT Services - 4.8%

Accenture PLC Class A

2,732,900

164,220

Alliance Data Systems Corp. (a)(d)

571,930

77,211

Fidelity National Information Services, Inc.

776,597

26,466

Fiserv, Inc. (a)

558,881

40,362

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

FleetCor Technologies, Inc. (a)

29,000

$ 1,016

IBM Corp.

509,200

99,589

MasterCard, Inc. Class A

530,900

228,345

Syntel, Inc.

21,500

1,305

Teradata Corp. (a)

53,500

3,853

Total System Services, Inc.

115,943

2,775

Vantiv, Inc.

31,900

743

Visa, Inc. Class A

2,313,600

286,030

 

931,915

Semiconductors & Semiconductor Equipment - 1.6%

Analog Devices, Inc.

136,100

5,127

ARM Holdings PLC sponsored ADR

3,035,300

72,210

ASML Holding NV

740,100

38,056

Avago Technologies Ltd.

725,900

26,060

Cirrus Logic, Inc. (a)

570,800

17,056

Cymer, Inc. (a)

7,259

428

Ezchip Semiconductor Ltd. (a)

98,700

3,952

Mellanox Technologies Ltd. (a)

7,800

553

Samsung Electronics Co. Ltd.

119,070

126,539

Skyworks Solutions, Inc. (a)

665,276

18,209

 

308,190

Software - 4.0%

Allot Communications Ltd. (a)

477,288

13,297

ANSYS, Inc. (a)

108,924

6,874

Ariba, Inc. (a)

477,500

21,373

Check Point Software Technologies Ltd. (a)

1,533,500

76,046

Citrix Systems, Inc. (a)

1,202,900

100,971

CommVault Systems, Inc. (a)

5,475

271

Concur Technologies, Inc. (a)

547,593

37,291

Descartes Systems Group, Inc. (a)

120,600

1,027

Fortinet, Inc. (a)

668,528

15,523

Guidewire Software, Inc. (d)

340,708

9,581

Informatica Corp. (a)

1,283,179

54,355

Intuit, Inc.

1,767,800

104,919

Jive Software, Inc. (d)

368,000

7,724

Microsoft Corp.

1,703,500

52,110

NetSuite, Inc. (a)

479,300

26,251

Nexon Co. Ltd.

403,100

7,891

QLIK Technologies, Inc. (a)

117,800

2,606

Red Hat, Inc. (a)

737,800

41,671

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

salesforce.com, Inc. (a)

680,133

$ 94,035

ServiceNow, Inc.

48,900

1,203

SolarWinds, Inc. (a)

837,962

36,502

Splunk, Inc.

49,500

1,391

Trion World Network, Inc. warrants 8/10/17 (a)(i)

18,952

0*

Ultimate Software Group, Inc. (a)

99,130

8,834

VMware, Inc. Class A (a)

436,100

39,703

Workday, Inc. (i)

284,512

6,971

Zynga, Inc.

927,054

5,043

 

773,463

TOTAL INFORMATION TECHNOLOGY

5,349,638

MATERIALS - 3.2%

Chemicals - 1.0%

Airgas, Inc.

21,900

1,840

Ashland, Inc.

28,200

1,955

Ecolab, Inc.

678,300

46,484

Filtrona PLC

898,000

6,730

FMC Corp.

149,600

8,001

Monsanto Co.

688,500

56,994

PPG Industries, Inc.

173,100

18,369

Sherwin-Williams Co.

249,300

32,995

Valspar Corp.

175,000

9,186

W.R. Grace & Co. (a)

44,600

2,250

 

184,804

Containers & Packaging - 0.1%

Ball Corp.

268,300

11,014

Silgan Holdings, Inc.

148,892

6,356

 

17,370

Metals & Mining - 2.1%

Allied Nevada Gold Corp. (Canada) (a)

81,400

2,309

Altius Minerals Corp. (a)

23,100

241

Avion Gold Corp. (a)

9,156,600

4,092

B2Gold Corp. (a)

6,288,500

18,901

B2Gold Corp. (a)(f)

660,000

1,984

Dalradian Resources, Inc. (a)

907,000

579

Dalradian Resources, Inc. (f)

1,000,000

638

Eldorado Gold Corp.

1,831,203

22,555

Franco-Nevada Corp.

3,075,900

139,097

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Metals & Mining - continued

Franco-Nevada Corp. warrants 6/16/17 (a)(f)

62,150

$ 360

Goldcorp, Inc.

808,601

30,443

Ivanhoe Mines Ltd.

2,478,355

24,440

Ivanhoe Mines Ltd. rights 7/19/12 (a)

2,068,155

1,869

Medusa Mining Ltd.

2,464,590

12,294

New Gold, Inc. (a)

4,514,100

43,053

Newcrest Mining Ltd.

1,106,251

25,744

Novagold Resources, Inc. (a)

2,268,500

11,898

Premier Gold Mines Ltd. (a)

526,000

2,273

Premier Gold Mines Ltd. (f)

900,000

3,890

Pretium Resources, Inc. (a)

1,136,800

15,766

Rio Alto Mining Ltd. (a)

287,600

1,153

Royal Gold, Inc.

457,600

35,876

Sable Mining Africa Ltd. (a)

25,805,435

3,940

Tahoe Resources, Inc. (a)(f)

1,074,200

14,845

 

418,240

TOTAL MATERIALS

620,414

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

tw telecom, inc. (a)

312,000

8,006

Wireless Telecommunication Services - 0.1%

Millicom International Cellular SA (depository receipt)

74,500

7,011

SBA Communications Corp. Class A (a)

163,700

9,339

 

16,350

TOTAL TELECOMMUNICATION SERVICES

24,356

UTILITIES - 0.1%

Gas Utilities - 0.0%

ONEOK, Inc.

36,800

1,557

Multi-Utilities - 0.1%

YTL Corp. Bhd

19,223,626

12,320

TOTAL UTILITIES

13,877

TOTAL COMMON STOCKS

(Cost $12,962,019)


18,008,149

Preferred Stocks - 0.3%

Shares

Value (000s)

Convertible Preferred Stocks - 0.3%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc. Series M-1:

8.00%

165,366

$ 845

8.00%

11,811

60

8.00%

11,812

60

 

965

HEALTH CARE - 0.3%

Health Care Technology - 0.1%

Castlight Health, Inc. Series D (a)(i)

1,325,100

9,276

Pharmaceuticals - 0.2%

Agios Pharmaceuticals, Inc. Series C (i)

3,363,446

16,518

Kythera Biopharmaceuticals, Inc. (i)

3,803,655

25,256

 

41,774

TOTAL HEALTH CARE

51,050

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Digg, Inc. Series C, 8.00% (a)(i)

64,821

159

Software - 0.0%

Trion World Network, Inc.:

Series C, 8.00% (a)(i)

602,295

2,578

Series C-1, 8.00% (a)(i)

47,380

203

 

2,781

TOTAL INFORMATION TECHNOLOGY

2,940

TOTAL CONVERTIBLE PREFERRED STOCKS

54,955

Nonconvertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Dropbox, Inc. Series A (i)

299,518

2,710

TOTAL PREFERRED STOCKS

(Cost $54,933)


57,665

Corporate Bonds - 0.1%

 

Principal
Amount (000s)

Value (000s)

Convertible Bonds - 0.1%

MATERIALS - 0.1%

Metals & Mining - 0.1%

Ivanplats Ltd.:

8% 11/10/14 pay-in-kind (g)(i)

$ 11,301

$ 11,721

Nonconvertible Bonds - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc.:

9% 11/18/13

26

26

9% 11/18/13

26

26

9% 12/2/13

362

362

 

414

Specialty Retail - 0.0%

J. Crew Group, Inc. 8.125% 3/1/19

1,849

1,909

TOTAL CONSUMER DISCRETIONARY

2,323

TOTAL CORPORATE BONDS

(Cost $13,486)


14,044

Money Market Funds - 8.7%

Shares

 

Fidelity Cash Central Fund, 0.17% (b)

1,460,823,250

1,460,823

Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)

239,467,703

239,468

TOTAL MONEY MARKET FUNDS

(Cost $1,700,291)


1,700,291

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $14,730,729)

19,780,149

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(216,507)

NET ASSETS - 100%

$ 19,563,642

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $59,844,000 or 0.3% of net assets.

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $137,983,000 or 0.7% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Agios Pharmaceuticals, Inc. Series C

11/16/11

$ 16,518

Castlight Health, Inc. Series D

4/25/12

$ 7,999

Digg, Inc. Series C, 8.00%

9/23/08

$ 683

Dropbox, Inc.

5/2/12

$ 11,672

Dropbox, Inc. Series A

5/29/12

$ 2,710

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 19,101

Fluidigm Corp.

10/9/07 - 1/6/11

$ 1,992

GoviEx Uranium, Inc.

9/28/07 - 4/6/10

$ 7,499

Ivanplats Ltd. 8% 11/10/14 pay-in-kind

11/10/11 - 3/28/12

$ 11,428

Kythera Biopharmaceuticals, Inc.

8/30/11

$ 20,000

Legend Pictures LLC

9/23/10 - 3/30/12

$ 6,777

Metro Bank PLC Class A

5/21/12

$ 3,791

OvaScience, Inc.

3/29/12

$ 6,000

Puma Biotechnology, Inc. warrants 10/4/21

10/4/11

$ 0*

Security

Acquisition
Date

Acquisition
Cost (000s)

Trion World Network, Inc. warrants 8/10/17

8/10/10

$ 0*

Trion World Network, Inc. Series C, 8.00%

8/22/08

$ 3,307

Trion World Network, Inc. Series C-1, 8.00%

8/10/10

$ 260

Weinstein Co. Holdings LLC Class A-1

10/19/05

$ 2,267

Workday, Inc.

10/13/11

$ 3,773

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 653

Fidelity Securities Lending Cash Central Fund

1,552

Total

$ 2,205

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

New World Oil & Gas PLC

$ -

$ 2,884

$ -

$ -

$ 3,602

Rooster Energy Ltd.

-

6,357

-

-

5,017

Skope Energy, Inc.

1,193

-

-

-

154

SPS Commerce, Inc.

25,950

-

-

-

30,380

Total

$ 27,143

$ 9,241

$ -

$ -

$ 39,153

Other Information

The following is a summary of the inputs used, as of June 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,342,856

$ 4,267,897

$ 64,057

$ 10,902

Consumer Staples

1,768,002

1,735,625

32,377

-

Energy

955,120

946,427

-

8,693

Financials

2,118,579

2,030,820

84,010

3,749

Health Care

1,996,314

1,818,271

120,739

57,304

Industrials

871,008

855,470

15,538

-

Information Technology

5,355,288

5,175,171

155,824

24,293

Materials

620,414

582,376

38,038

-

Telecommunication Services

24,356

24,356

-

-

Utilities

13,877

1,557

12,320

-

Corporate Bonds

14,044

-

1,909

12,135

Money Market Funds

1,700,291

1,700,291

-

-

Total Investments in Securities:

$ 19,780,149

$ 19,138,261

$ 524,812

$ 117,076

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 357,476

Level 2 to Level 1

$ -

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

United States of America

88.7%

Canada

3.8%

Ireland

1.2%

Korea (South)

1.0%

Others (Individually Less Than 1%)

5.3%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

June 30, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $238,794) - See accompanying schedule:

Unaffiliated issuers (cost $12,990,647)

$ 18,040,705

 

Fidelity Central Funds (cost $1,700,291)

1,700,291

 

Other affiliated issuers (cost $39,791)

39,153

 

Total Investments (cost $14,730,729)

 

$ 19,780,149

Cash

 

260

Receivable for investments sold
Regular delivery

 

158,822

Delayed delivery

 

529

Receivable for fund shares sold

58,917

Dividends receivable

13,007

Interest receivable

657

Distributions receivable from Fidelity Central Funds

351

Other receivables

556

Total assets

20,013,248

 

 

 

Liabilities

Payable for investments purchased

$ 160,183

Payable for fund shares redeemed

33,434

Accrued management fee

8,488

Distribution and service plan fees payable

4,187

Other affiliated payables

3,352

Other payables and accrued expenses

494

Collateral on securities loaned, at value

239,468

Total liabilities

449,606

 

 

 

Net Assets

$ 19,563,642

Net Assets consist of:

 

Paid in capital

$ 15,536,882

Accumulated net investment loss

(27,733)

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

(994,962)

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

5,049,455

Net Assets

$ 19,563,642

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

June 30, 2012 (Unaudited)

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value and redemption price per share ($6,182,884 ÷ 283,676 shares)

$ 21.80

 

 

 

Maximum offering price per share (100/94.25 of $21.80)

$ 23.13

Class T:
Net Asset Value and redemption price per share ($1,772,835 ÷ 82,537 shares)

$ 21.48

 

 

 

Maximum offering price per share (100/96.50 of $21.48)

$ 22.26

Class B:
Net Asset Value and offering price per share ($289,162 ÷ 14,121 shares)A

$ 20.48

 

 

 

Class C:
Net Asset Value and offering price per share ($2,399,998 ÷ 116,566 shares)A

$ 20.59

 

 

 

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($8,918,763 ÷ 403,805 shares)

$ 22.09

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

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

Semiannual Report

Statement of Operations

 Amounts in thousands Six months ended June 30, 2012 (Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 86,734

Interest

 

416

Income from Fidelity Central Funds

 

2,205

Total income

 

89,355

 

 

 

Expenses

Management fee
Basic fee

$ 52,811

Performance adjustment

(4,443)

Transfer agent fees

19,125

Distribution and service plan fees

25,539

Accounting and security lending fees

851

Custodian fees and expenses

273

Independent trustees' compensation

60

Registration fees

351

Audit

43

Legal

25

Miscellaneous

105

Total expenses before reductions

94,740

Expense reductions

(351)

94,389

Net investment income (loss)

(5,034)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

222,283

Foreign currency transactions

(124)

Total net realized gain (loss)

 

222,159

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,582,112

Assets and liabilities in foreign currencies

42

Total change in net unrealized appreciation (depreciation)

 

1,582,154

Net gain (loss)

1,804,313

Net increase (decrease) in net assets resulting from operations

$ 1,799,279

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
June 30, 2012
(Unaudited)

Year ended
December 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (5,034)

$ (45,595)

Net realized gain (loss)

222,159

606,286

Change in net unrealized appreciation (depreciation)

1,582,154

(772,221)

Net increase (decrease) in net assets resulting
from operations

1,799,279

(211,530)

Distributions to shareholders from net realized gain

-

(24,043)

Share transactions - net increase (decrease)

704,302

1,490,230

Total increase (decrease) in net assets

2,503,581

1,254,657

 

 

 

Net Assets

Beginning of period

17,060,061

15,805,404

End of period (including accumulated net investment loss of $27,733 and accumulated net investment loss of $22,699, respectively)

$ 19,563,642

$ 17,060,061

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.72

$ 19.96

$ 17.24

$ 13.36

$ 21.65

$ 18.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  - K

  (.05)

  (.05)

  - K

  .05

  .08

Net realized and unrealized gain (loss)

  2.08

  (.15)

  2.81

  3.89

  (8.22)

  3.65

Total from investment operations

  2.08

  (.20)

  2.76

  3.89

  (8.17)

  3.73

Distributions from net investment income

  -

  -

  -

  -

  - K

  (.06)

Distributions from net realized gain

  -

  (.04)

  (.04)

  (.01)

  (.12)

  (.39)

Total distributions

  -

  (.04)

  (.04)

  (.01)

  (.12)

  (.45)

Net asset value, end of period

$ 21.80

$ 19.72

$ 19.96

$ 17.24

$ 13.36

$ 21.65

Total Return B, C, D

  10.55%

  (1.04)%

  16.07%

  29.12%

  (37.92)%

  20.26%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  .99% A

  1.08%

  1.14%

  1.19%

  1.10%

  1.09%

Expenses net of fee waivers, if any

  .99% A

  1.08%

  1.14%

  1.19%

  1.10%

  1.09%

Expenses net of all reductions

  .98% A

  1.07%

  1.13%

  1.18%

  1.10%

  1.08%

Net investment income (loss)

  (.04)% A

  (.23)%

  (.28)%

  -% H

  .26%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 6,183

$ 5,809

$ 5,603

$ 4,265

$ 2,614

$ 2,630

Portfolio turnover rate G

  56% A

  58%

  47% J

  58%

  74%

  57%

A Annualized

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

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

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

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

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

H Amount represents less than .01%.

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

J The portfolio turnover rate does not include the assets acquired in the merger.

K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.46

$ 19.74

$ 17.08

$ 13.26

$ 21.56

$ 18.29

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.03)

  (.10)

  (.09)

  (.04)

  - J

  .04

Net realized and unrealized gain (loss)

  2.05

  (.14)

  2.78

  3.86

  (8.18)

  3.62

Total from investment operations

  2.02

  (.24)

  2.69

  3.82

  (8.18)

  3.66

Distributions from net realized gain

  -

  (.04)

  (.03)

  -

  (.12)

  (.39)

Net asset value, end of period

$ 21.48

$ 19.46

$ 19.74

$ 17.08

$ 13.26

$ 21.56

Total Return B, C, D

  10.38%

  (1.25)%

  15.81%

  28.81%

  (38.13)%

  20.00%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.23% A

  1.32%

  1.38%

  1.45%

  1.34%

  1.31%

Expenses net of fee waivers, if any

  1.23% A

  1.32%

  1.38%

  1.45%

  1.34%

  1.31%

Expenses net of all reductions

  1.23% A

  1.32%

  1.38%

  1.44%

  1.34%

  1.31%

Net investment income (loss)

  (.28)% A

  (.48)%

  (.52)%

  (.25)%

  .02%

  .19%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,773

$ 1,640

$ 1,756

$ 1,557

$ 1,254

$ 2,185

Portfolio turnover rate G

  56% A

  58%

  47% I

  58%

  74%

  57%

A Annualized

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

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

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

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

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

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

I The portfolio turnover rate does not include the assets acquired in the merger.

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.60

$ 18.95

$ 16.49

$ 12.88

$ 21.04

$ 17.97

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.09)

  (.20)

  (.19)

  (.11)

  (.10)

  (.08)

Net realized and unrealized gain (loss)

  1.97

  (.15)

  2.68

  3.72

  (7.94)

  3.54

Total from investment operations

  1.88

  (.35)

  2.49

  3.61

  (8.04)

  3.46

Distributions from net realized gain

  -

  -

  (.03)

  -

  (.12)

  (.39)

Net asset value, end of period

$ 20.48

$ 18.60

$ 18.95

$ 16.49

$ 12.88

$ 21.04

Total Return B, C, D

  10.11%

  (1.85)%

  15.14%

  28.03%

  (38.41)%

  19.24%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.80% A

  1.89%

  1.96%

  2.01%

  1.91%

  1.89%

Expenses net of fee waivers, if any

  1.80% A

  1.89%

  1.96%

  2.00%

  1.91%

  1.89%

Expenses net of all reductions

  1.79% A

  1.89%

  1.95%

  1.99%

  1.91%

  1.89%

Net investment income (loss)

  (.85)% A

  (1.05)%

  (1.10)%

  (.81)%

  (.55)%

  (.39)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 289

$ 309

$ 410

$ 401

$ 313

$ 489

Portfolio turnover rate G

  56% A

  58%

  47% I

  58%

  74%

  57%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.70

$ 19.03

$ 16.55

$ 12.92

$ 21.10

$ 18.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  (.08)

  (.19)

  (.17)

  (.11)

  (.09)

  (.06)

Net realized and unrealized gain (loss)

  1.97

  (.14)

  2.68

  3.74

  (7.97)

  3.55

Total from investment operations

  1.89

  (.33)

  2.51

  3.63

  (8.06)

  3.49

Distributions from net realized gain

  -

  -

  (.03)

  -

  (.12)

  (.39)

Net asset value, end of period

$ 20.59

$ 18.70

$ 19.03

$ 16.55

$ 12.92

$ 21.10

Total Return B, C, D

  10.11%

  (1.73)%

  15.21%

  28.10%

  (38.39)%

  19.37%

Ratios to Average Net Assets F, H

 

 

 

 

 

Expenses before reductions

  1.73% A

  1.83%

  1.88%

  1.95%

  1.85%

  1.82%

Expenses net of fee waivers, if any

  1.73% A

  1.83%

  1.88%

  1.95%

  1.85%

  1.82%

Expenses net of all reductions

  1.73% A

  1.82%

  1.88%

  1.94%

  1.85%

  1.82%

Net investment income (loss)

  (.79)% A

  (.98)%

  (1.02)%

  (.76)%

  (.49)%

  (.32)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,400

$ 2,133

$ 2,138

$ 1,799

$ 1,355

$ 1,879

Portfolio turnover rate G

  56% A

  58%

  47% I

  58%

  74%

  57%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

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

I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended
June 30, 2012

Years ended December 31,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.96

$ 20.14

$ 17.39

$ 13.49

$ 21.84

$ 18.52

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .02

  .01

  (.01)

  .03

  .09

  .14

Net realized and unrealized gain (loss)

  2.11

  (.15)

  2.85

  3.93

  (8.30)

  3.67

Total from investment operations

  2.13

  (.14)

  2.84

  3.96

  (8.21)

  3.81

Distributions from net investment income

  -

  -

  -

  (.02)

  (.02)

  (.10)

Distributions from net realized gain

  -

  (.04)

  (.09)

  (.04)

  (.12)

  (.39)

Total distributions

  -

  (.04)

  (.09)

  (.06)

  (.14)

  (.49)

Net asset value, end of period

$ 22.09

$ 19.96

$ 20.14

$ 17.39

$ 13.49

$ 21.84

Total Return B, C

  10.67%

  (.73)%

  16.34%

  29.37%

  (37.76)%

  20.57%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .72% A

  .81%

  .89%

  .96%

  .86%

  .81%

Expenses net of fee waivers, if any

  .72% A

  .81%

  .89%

  .96%

  .86%

  .81%

Expenses net of all reductions

  .72% A

  .81%

  .89%

  .95%

  .85%

  .81%

Net investment income (loss)

  .23% A

  .03%

  (.04)%

  .24%

  .50%

  .69%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8,919

$ 7,169

$ 5,898

$ 4,225

$ 2,793

$ 2,309

Portfolio turnover rate F

  56% A

  58%

  47% H

  58%

  74%

  57%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2012 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® New Insights Fund (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2012, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, partnerships, deferred trustees compensation, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 5,263,081

Gross unrealized depreciation

(308,799)

Net unrealized appreciation (depreciation) on securities and other investments

$ 4,954,282

 

 

Tax cost

$ 14,825,867

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At December 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2014

$ (1,018)

2015

(6,900)

2016

(34,661)

2017

(824,136)

2018

(113,112)

Total capital loss carryforward

$ (979,827)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The Fund acquired $36,694 of capital loss carryforwards from the Fidelity Advisor Fifty Fund when it merged into the fund on December 17, 2010. Under the Internal Revenue Code, the losses acquired from Fidelity Advisor Fifty Fund that will be available to offset future capital gains of the Fund will be limited. As a result, at least $28,777 of the losses acquired from Fidelity Advisor Fifty Fund will expire unused and are not included in the capital loss carryforward amounts disclosed above.

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

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Semiannual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,226,432 and $5,022,519, 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .51% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 7,790

$ 219

Class T

.25%

.25%

4,435

30

Class B

.75%

.25%

1,562

1,174

Class C

.75%

.25%

11,752

1,784

 

 

 

$ 25,539

$ 3,207

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 839

Class T

137

Class B*

193

Class C*

88

 

$ 1,257

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets*

Class A

$ 6,507

.21

Class T

1,782

.20

Class B

420

.27

Class C

2,423

.21

Institutional Class

7,993

.19

 

$ 19,125

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70 for the period.

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $27 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. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $2,435. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,552, including $94 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $351 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2012

Year ended
December 31,
2011

From net realized gain

 

 

Class A

$ -

$ 10,098

Class T

-

3,142

Class B

-

-

Class C

-

-

Institutional Class

-

10,803

Total

$ -

$ 24,043

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2012

Year ended
December 31,
2011

Six months ended
June 30,
2012

Year ended
December 31,
2011

Class A

 

 

 

 

Shares sold

36,453

90,043

$ 787,356

$ 1,820,476

Reinvestment of distributions

-

439

-

9,175

Shares redeemed

(47,349)

(76,699)

(1,028,332)

(1,538,413)

Net increase (decrease)

(10,896)

13,783

$ (240,976)

$ 291,238

Class T

 

 

 

 

Shares sold

7,005

18,906

$ 148,818

$ 377,982

Reinvestment of distributions

-

139

-

2,869

Shares redeemed

(8,726)

(23,772)

(185,572)

(474,099)

Net increase (decrease)

(1,721)

(4,727)

$ (36,754)

$ (93,248)

Class B

 

 

 

 

Shares sold

162

510

$ 3,265

$ 9,732

Reinvestment of distributions

-

-

-

-

Shares redeemed

(2,676)

(5,503)

(54,515)

(105,005)

Net increase (decrease)

(2,514)

(4,993)

$ (51,250)

$ (95,273)

Class C

 

 

 

 

Shares sold

12,607

23,065

$ 257,594

$ 444,337

Reinvestment of distributions

-

-

-

-

Shares redeemed

(10,117)

(21,338)

(206,834)

(406,710)

Net increase (decrease)

2,490

1,727

$ 50,760

$ 37,627

Institutional Class

 

 

 

 

Shares sold

80,737

141,293

$ 1,769,964

$ 2,863,246

Reinvestment of distributions

-

404

-

8,538

Shares redeemed

(36,133)

(75,337)

(787,442)

(1,521,898)

Net increase (decrease)

44,604

66,360

$ 982,522

$ 1,349,886

Semiannual Report

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ANIFI-USAN-0812
1.803544.108

Fidelity®

Contrafund®

Semiannual Report

June 30, 2012

(Fidelity Cover Art)

Contents

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)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, 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 (January 1, 2012 to June 30, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
January 1, 2012

Ending
Account Value
June 30, 2012

Expenses Paid
During Period*
January 1, 2012
to June 30, 2012

Contrafund

.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,109.10

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.23

$ 3.67

Class K

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,109.80

$ 3.20

HypotheticalA

 

$ 1,000.00

$ 1,021.83

$ 3.07

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

9.0

8.2

Google, Inc. Class A

4.3

5.7

Berkshire Hathaway, Inc. Class A

3.3

3.2

The Coca-Cola Co.

2.7

2.7

McDonald's Corp.

2.5

3.2

Wells Fargo & Co.

2.4

1.7

The Walt Disney Co.

2.3

1.8

TJX Companies, Inc.

1.9

1.7

Noble Energy, Inc.

1.8

2.2

Colgate-Palmolive Co.

1.6

1.5

 

31.8

Top Five Market Sectors as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

27.7

28.7

Consumer Discretionary

22.7

21.5

Financials

11.2

8.1

Health Care

9.5

9.8

Consumer Staples

9.2

8.3

Asset Allocation (% of fund's net assets)

As of June 30, 2012*

As of December 31, 2011**

con66049

Stocks 92.9%

 

con66049

Stocks 95.7%

 

con66052

Convertible
Securities 0.2%

 

con66052

Convertible
Securities 0.2%

 

con66055

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.9%

 

con66055

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.1%

 

* Foreign investments

11.6%

 

** Foreign investments

15.9%

 

con66058

Semiannual Report

Investments June 30, 2012

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 22.7%

Automobiles - 0.4%

Harley-Davidson, Inc.

1,164,400

$ 53,248

Hyundai Motor Co.

795,302

163,847

Tesla Motors, Inc. (a)

3,583,141

112,116

 

329,211

Distributors - 0.1%

LKQ Corp. (a)

2,109,435

70,455

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA

864,509

11,019

Coinstar, Inc. (a)(d)

1,211,417

83,176

Kroton Educacional SA unit (a)

1,632,900

23,617

 

117,812

Hotels, Restaurants & Leisure - 6.2%

Arcos Dorados Holdings, Inc.

3,336,852

49,319

Buffalo Wild Wings, Inc. (a)

600,967

52,068

Chipotle Mexican Grill, Inc. (a)(e)

2,498,954

949,478

Dunkin' Brands Group, Inc. (e)

7,147,490

245,445

Galaxy Entertainment Group Ltd. (a)

34,634,000

87,134

Las Vegas Sands Corp.

3,844,800

167,210

Marriott International, Inc. Class A

857,000

33,594

McDonald's Corp.

23,261,532

2,059,343

Paradise Co. Ltd.

1,416,032

17,158

Starbucks Corp.

12,870,554

686,258

The Cheesecake Factory, Inc. (a)

799,100

25,539

Tim Hortons, Inc. (Canada) (e)

12,018,532

633,567

Wyndham Worldwide Corp.

842,700

44,444

Yum! Brands, Inc.

208,800

13,451

 

5,064,008

Household Durables - 0.6%

D.R. Horton, Inc.

11,104,353

204,098

Lennar Corp. Class A

2,307,500

71,325

M.D.C. Holdings, Inc.

300,000

9,801

PulteGroup, Inc. (a)

12,786,000

136,810

Toll Brothers, Inc. (a)

1,404,880

41,767

 

463,801

Internet & Catalog Retail - 2.7%

Amazon.com, Inc. (a)

5,055,737

1,154,478

Expedia, Inc. (d)

1,606,938

77,246

Groupon, Inc. Class A (a)(d)

9,752,066

103,664

Liberty Media Corp. Interactive Series A (a)

835,600

14,865

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Priceline.com, Inc. (a)

1,041,800

$ 692,297

TripAdvisor, Inc. (a)

3,820,110

170,721

 

2,213,271

Leisure Equipment & Products - 0.1%

Polaris Industries, Inc.

1,086,225

77,643

Media - 4.3%

Comcast Corp. Class A

16,283,878

520,596

Discovery Communications, Inc. (a)(e)

16,017,852

864,964

Interpublic Group of Companies, Inc.

4,743,169

51,463

Legend Pictures LLC (a)(h)(i)

38,222

40,864

Liberty Global, Inc. Class A (a)

249,600

12,388

Liberty Media Corp. Capital Series A (a)

908,659

79,880

Naspers Ltd. Class N

905,151

48,163

Sirius XM Radio, Inc. (a)(d)

16,097,218

29,780

The Walt Disney Co.

38,167,719

1,851,134

Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)

41,234

15,463

 

3,514,695

Multiline Retail - 1.5%

Dollar General Corp. (a)

1,847,800

100,502

Dollar Tree, Inc. (a)(e)

15,993,700

860,461

Dollarama, Inc.

1,471,150

88,405

Dollarama, Inc. (a)(f)

1,194,200

71,762

Macy's, Inc.

2,262,830

77,728

 

1,198,858

Specialty Retail - 4.8%

American Eagle Outfitters, Inc.

2,727,300

53,810

AutoZone, Inc. (a)

453,973

166,685

Bed Bath & Beyond, Inc. (a)

10,981,900

678,681

Dick's Sporting Goods, Inc.

1,342,923

64,460

Foschini Ltd.

1,210,000

18,947

Gap, Inc.

2,789,500

76,321

GNC Holdings, Inc.

1,255,648

49,221

Home Depot, Inc.

826,000

43,770

Kingfisher PLC

7,400,000

33,308

Limited Brands, Inc.

1,202,600

51,147

O'Reilly Automotive, Inc. (a)

1,007,476

84,396

Penske Automotive Group, Inc.

2,628,656

55,833

PetSmart, Inc.

2,098,119

143,050

Ross Stores, Inc.

8,678,888

542,170

Tilly's, Inc. (a)

320,800

5,149

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

TJX Companies, Inc.

36,822,308

$ 1,580,782

Tractor Supply Co.

560,100

46,522

Ulta Salon, Cosmetics & Fragrance, Inc.

1,356,419

126,662

Urban Outfitters, Inc. (a)

1,126,200

31,072

Vitamin Shoppe, Inc. (a)

492,368

27,046

Workman Co. Ltd.

67,700

1,911

Zumiez, Inc. (a)(d)

1,267,772

50,204

 

3,931,147

Textiles, Apparel & Luxury Goods - 1.8%

Burberry Group PLC

229,704

4,767

Coach, Inc.

470,200

27,497

lululemon athletica, Inc. (a)

279,758

16,682

NIKE, Inc. Class B

10,212,226

896,429

Ralph Lauren Corp.

616,390

86,332

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

2,462,361

232,644

Vera Bradley, Inc. (a)

360,800

7,606

VF Corp.

1,422,771

189,869

 

1,461,826

TOTAL CONSUMER DISCRETIONARY

18,442,727

CONSUMER STAPLES - 9.2%

Beverages - 3.5%

Anheuser-Busch InBev SA NV ADR (d)

4,352,900

346,708

Boston Beer Co., Inc. Class A (a)(d)

333,607

40,366

Diageo PLC sponsored ADR

1,265,800

130,466

Dr Pepper Snapple Group, Inc.

2,486,400

108,780

The Coca-Cola Co.

28,517,491

2,229,783

 

2,856,103

Food & Staples Retailing - 2.0%

Costco Wholesale Corp.

4,947,323

469,996

CVS Caremark Corp.

7,888,800

368,644

Drogasil SA

1,736,063

17,503

Fresh Market, Inc. (a)

645,700

34,629

Tesco PLC

1,646,600

7,996

Wal-Mart Stores, Inc.

8,697,700

606,404

Whole Foods Market, Inc.

1,304,650

124,359

 

1,629,531

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - 0.8%

Kraft Foods, Inc. Class A

7,055,400

$ 272,480

Mead Johnson Nutrition Co. Class A

1,431,300

115,234

Orion Corp.

49,375

41,046

TreeHouse Foods, Inc. (a)(e)

2,013,577

125,426

Want Want China Holdings Ltd.

74,350,000

91,944

 

646,130

Household Products - 1.8%

Colgate-Palmolive Co.

12,333,607

1,283,928

Kimberly-Clark Corp.

2,147,700

179,913

 

1,463,841

Personal Products - 0.9%

Estee Lauder Companies, Inc. Class A

13,547,800

733,207

Tobacco - 0.2%

Philip Morris International, Inc.

1,350,900

117,880

TOTAL CONSUMER STAPLES

7,446,692

ENERGY - 4.8%

Energy Equipment & Services - 0.2%

Schlumberger Ltd.

2,357,418

153,020

Oil, Gas & Consumable Fuels - 4.6%

Americas Petrogas, Inc. (f)

3,562,500

6,613

Anadarko Petroleum Corp.

9,137,910

604,930

BG Group PLC

405,300

8,252

Birchcliff Energy Ltd. (a)

4,787,400

26,333

Birchcliff Energy Ltd. (f)

1,900,000

10,451

Cabot Oil & Gas Corp.

208,400

8,211

Canadian Natural Resources Ltd.

2,111,312

56,635

Concho Resources, Inc. (a)

3,865,559

329,037

Continental Resources, Inc. (a)(d)

2,911,992

193,997

Enterprise Products Partners LP

477,500

24,467

EOG Resources, Inc.

3,576,857

322,311

Madalena Ventures, Inc. (f)

9,370,500

3,221

Noble Energy, Inc. (e)

17,399,109

1,475,792

Occidental Petroleum Corp.

3,689,919

316,484

Phillips 66 (a)

1,000,000

33,240

TAG Oil Ltd. (a)

627,200

4,540

TAG Oil Ltd. (f)

1,365,935

9,888

Tourmaline Oil Corp. (a)

5,609,700

148,108

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Tourmaline Oil Corp. (a)(f)

1,363,300

$ 35,994

TransAtlantic Petroleum Ltd. (a)(f)

1,734,051

1,873

Tullow Oil PLC

2,286,114

52,632

Ultrapar Participacoes SA

2,823,900

63,550

 

3,736,559

TOTAL ENERGY

3,889,579

FINANCIALS - 11.2%

Capital Markets - 0.3%

State Street Corp.

6,440,000

287,482

Commercial Banks - 4.1%

Bank of Ireland (a)

1,438,824,822

180,152

BB&T Corp.

6,199,100

191,242

BOK Financial Corp.

161,866

9,421

Fifth Third Bancorp

4,321,300

57,905

Metro Bank PLC Class A (a)(e)(i)

2,671,250

41,836

PNC Financial Services Group, Inc.

5,425,792

331,570

Texas Capital Bancshares, Inc. (a)

250,000

10,098

U.S. Bancorp

17,972,329

577,990

UMB Financial Corp.

192,400

9,857

Wells Fargo & Co.

58,073,197

1,941,968

 

3,352,039

Consumer Finance - 0.7%

American Express Co.

8,122,700

472,822

Capital One Financial Corp.

1,729,216

94,519

Credit Acceptance Corp. (a)

289,396

24,434

 

591,775

Diversified Financial Services - 0.2%

Citigroup, Inc.

2,279,302

62,476

JPMorgan Chase & Co.

3,346,132

119,557

 

182,033

Insurance - 4.9%

ACE Ltd.

5,963,700

442,089

Admiral Group PLC

3,458,963

64,574

AIA Group Ltd.

52,027,600

179,706

Berkshire Hathaway, Inc. Class A (a)

21,449

2,679,945

Fairfax Financial Holdings Ltd. (sub. vtg.)

174,622

69,146

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

5,848,974

$ 425,922

The Travelers Companies, Inc.

1,422,628

90,821

Torchmark Corp.

180,000

9,099

 

3,961,302

Real Estate Investment Trusts - 0.7%

American Tower Corp.

7,831,400

547,493

Real Estate Management & Development - 0.3%

BR Malls Participacoes SA

18,058,000

206,788

TOTAL FINANCIALS

9,128,912

HEALTH CARE - 9.5%

Biotechnology - 3.2%

Alexion Pharmaceuticals, Inc. (a)

4,181,660

415,239

Amgen, Inc.

6,881,572

502,630

ARIAD Pharmaceuticals, Inc. (a)

2,405,323

41,396

Biogen Idec, Inc. (a)

8,358,200

1,206,757

BioMarin Pharmaceutical, Inc. (a)

1,526,560

60,421

Celgene Corp. (a)

1,569,200

100,680

Cepheid, Inc. (a)

437,144

19,562

Gilead Sciences, Inc. (a)

2,591,200

132,877

Incyte Corp. (a)

373,900

8,488

Medivation, Inc. (a)

735,667

67,240

Merrimack Pharmaceuticals, Inc.

1,434,100

10,440

ONYX Pharmaceuticals, Inc. (a)

120,000

7,974

Seattle Genetics, Inc. (a)

545,326

13,846

Vertex Pharmaceuticals, Inc. (a)

261,800

14,640

 

2,602,190

Health Care Equipment & Supplies - 0.8%

Align Technology, Inc. (a)

803,900

26,898

Boston Scientific Corp. (a)

2,583,300

14,647

C.R. Bard, Inc.

200,700

21,563

Covidien PLC

811,300

43,405

Cyberonics, Inc. (a)

655,306

29,449

Edwards Lifesciences Corp. (a)

163,100

16,848

Intuitive Surgical, Inc. (a)

832,643

461,109

Wright Medical Group, Inc. (a)

100,380

2,143

Zimmer Holdings, Inc.

128,100

8,245

 

624,307

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - 1.2%

Catalyst Health Solutions, Inc. (a)

757,200

$ 70,753

CIGNA Corp.

1,903,355

83,748

DaVita, Inc. (a)

100,000

9,821

Henry Schein, Inc. (a)

740,900

58,153

Humana, Inc.

206,300

15,976

McKesson Corp.

1,498,800

140,513

MWI Veterinary Supply, Inc. (a)

28,922

2,972

UnitedHealth Group, Inc.

10,920,500

638,849

 

1,020,785

Health Care Technology - 0.8%

athenahealth, Inc. (a)(e)

2,009,844

159,119

Cerner Corp. (a)

5,380,430

444,746

SXC Health Solutions Corp. (a)

337,282

33,496

 

637,361

Life Sciences Tools & Services - 0.7%

Fluidigm Corp. (a)(i)

1,027,387

15,452

Mettler-Toledo International, Inc. (a)(e)

2,959,600

461,254

Waters Corp. (a)

1,720,406

136,721

 

613,427

Pharmaceuticals - 2.8%

Abbott Laboratories

10,490,355

676,313

Allergan, Inc.

1,166,893

108,019

Bayer AG

2,814,355

202,226

Bristol-Myers Squibb Co.

6,451,000

231,913

Elan Corp. PLC sponsored ADR (a)

2,739,500

39,969

Eli Lilly & Co.

1,560,700

66,970

Johnson & Johnson

598,300

40,421

Merck & Co., Inc.

759,100

31,692

Novo Nordisk A/S Series B

3,239,181

469,801

Perrigo Co.

2,726,600

321,548

Shire PLC

910,200

26,186

UCB SA

350,000

17,646

Valeant Pharmaceuticals International, Inc. (Canada) (a)

740,977

33,239

 

2,265,943

TOTAL HEALTH CARE

7,764,013

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 4.6%

Air Freight & Logistics - 0.0%

C.H. Robinson Worldwide, Inc.

397,925

$ 23,291

Airlines - 0.0%

Allegiant Travel Co. (a)

27,794

1,937

Building Products - 0.0%

Fortune Brands Home & Security, Inc. (a)

1,065,800

23,735

Commercial Services & Supplies - 0.5%

Aggreko PLC

312,946

10,155

Cintas Corp.

1,033,700

39,911

Edenred SA

1,643,181

46,465

Stericycle, Inc. (a)

2,774,008

254,293

Swisher Hygiene, Inc. (a)

6,357,060

14,475

 

365,299

Electrical Equipment - 0.4%

AMETEK, Inc.

639,100

31,897

Cooper Industries PLC Class A

458,741

31,277

Roper Industries, Inc.

2,284,814

225,237

 

288,411

Industrial Conglomerates - 1.1%

Danaher Corp.

15,126,427

787,784

General Electric Co.

4,442,300

92,578

 

880,362

Machinery - 0.2%

Colfax Corp. (a)

528,512

14,571

Donaldson Co., Inc.

433,780

14,475

Fanuc Corp.

329,200

54,114

Rexnord Corp.

1,116,700

22,379

Snap-On, Inc.

252,010

15,688

Valmont Industries, Inc.

70,000

8,468

Wabtec Corp.

110,000

8,581

 

138,276

Professional Services - 0.6%

Bureau Veritas SA

59,700

5,299

Experian PLC

7,439,902

104,926

IHS, Inc. Class A (a)

2,345,114

252,639

Qualicorp SA

3,495,000

30,556

Verisk Analytics, Inc. (a)

1,465,200

72,176

 

465,596

Road & Rail - 1.4%

Canadian National Railway Co.

1,038,500

87,825

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Road & Rail - continued

Canadian Pacific

3,604,200

$ 264,518

CSX Corp.

1,096,500

24,518

J.B. Hunt Transport Services, Inc.

1,193,230

71,117

Kansas City Southern

236,700

16,465

Localiza Rent A Car SA

1,364,500

20,619

Norfolk Southern Corp.

120,000

8,612

Union Pacific Corp.

5,665,154

675,910

 

1,169,584

Trading Companies & Distributors - 0.4%

Air Lease Corp.:

Class A (a)(f)

1,624,500

31,499

Class A (a)

3,482,478

67,525

Mills Estruturas e Servicos de Engenharia SA

998,200

13,717

W.W. Grainger, Inc.

1,302,105

249,015

 

361,756

TOTAL INDUSTRIALS

3,718,247

INFORMATION TECHNOLOGY - 27.6%

Communications Equipment - 1.2%

Comverse Technology, Inc. (a)

28,918

168

F5 Networks, Inc. (a)

219,449

21,848

Motorola Solutions, Inc.

2,823,752

135,851

QUALCOMM, Inc.

14,616,843

813,866

Ubiquiti Networks, Inc. (d)

842,018

11,999

 

983,732

Computers & Peripherals - 9.3%

Apple, Inc. (a)

12,556,858

7,333,204

EMC Corp. (a)

10,122,200

259,432

 

7,592,636

Electronic Equipment & Components - 0.6%

Amphenol Corp. Class A (e)

8,997,272

494,130

National Instruments Corp.

784,045

21,059

 

515,189

Internet Software & Services - 6.1%

Bankrate, Inc. (d)

269,906

4,964

Constant Contact, Inc. (a)(d)(e)

1,989,940

35,580

Cornerstone OnDemand, Inc. (a)

1,216,878

28,974

Demandware, Inc. (d)

293,100

6,944

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

Dropbox, Inc. (i)

5,464,028

$ 49,445

eBay, Inc. (a)

11,756,365

493,885

Equinix, Inc. (a)

375,700

65,992

Facebook, Inc.:

Class A (d)

10,247,600

318,905

Class B (a)(i)

3,464,225

97,026

Google, Inc. Class A (a)

5,962,521

3,458,680

LinkedIn Corp. (a)

783,622

83,276

MercadoLibre, Inc.

1,658,724

125,731

Rackspace Hosting, Inc. (a)

1,351,968

59,405

VeriSign, Inc. (a)

1,550,610

67,560

Web.com, Inc. (a)

1,094,555

20,052

 

4,916,419

IT Services - 4.8%

Accenture PLC Class A

11,522,900

692,411

Alliance Data Systems Corp. (a)

2,376,244

320,793

Fidelity National Information Services, Inc.

3,322,939

113,246

Fiserv, Inc. (a)

2,343,104

169,219

FleetCor Technologies, Inc. (a)

121,000

4,240

IBM Corp.

2,278,536

445,636

MasterCard, Inc. Class A

2,158,862

928,548

Syntel, Inc.

89,010

5,403

Teradata Corp. (a)

228,000

16,418

Total System Services, Inc.

501,105

11,991

Vantiv, Inc.

132,971

3,097

Visa, Inc. Class A

9,576,733

1,183,972

 

3,894,974

Semiconductors & Semiconductor Equipment - 1.6%

Analog Devices, Inc.

722,854

27,230

ARM Holdings PLC sponsored ADR

12,774,715

303,910

ASML Holding NV

3,253,600

167,300

Avago Technologies Ltd.

3,766,537

135,219

Cirrus Logic, Inc. (a)

2,300,000

68,724

Cymer, Inc. (a)

28,883

1,703

Ezchip Semiconductor Ltd. (a)

420,575

16,840

Mellanox Technologies Ltd. (a)

33,131

2,347

Samsung Electronics Co. Ltd.

481,071

511,247

Skyworks Solutions, Inc. (a)

2,989,267

81,816

 

1,316,336

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - 4.0%

Allot Communications Ltd. (a)

1,464,503

$ 40,801

ANSYS, Inc. (a)

436,936

27,575

Ariba, Inc. (a)

1,981,664

88,699

Check Point Software Technologies Ltd. (a)

6,470,600

320,877

Citrix Systems, Inc. (a)

5,308,600

445,604

CommVault Systems, Inc. (a)

75,617

3,748

Concur Technologies, Inc. (a)

2,106,724

143,468

Descartes Systems Group, Inc. (a)

515,100

4,387

Fortinet, Inc. (a)

2,794,221

64,882

Guidewire Software, Inc. (d)

1,460,163

41,060

Informatica Corp. (a)(e)

5,503,182

233,115

Intuit, Inc.

7,480,000

443,938

Jive Software, Inc. (d)

1,561,921

32,785

Microsoft Corp.

6,777,593

207,327

NetSuite, Inc. (a)

2,043,517

111,923

Nexon Co. Ltd.

1,738,100

34,026

QLIK Technologies, Inc. (a)

652,306

14,429

Red Hat, Inc. (a)

3,075,225

173,689

salesforce.com, Inc. (a)

2,964,635

409,890

ServiceNow, Inc.

203,200

4,999

SolarWinds, Inc. (a)

3,573,294

155,653

Splunk, Inc.

209,500

5,887

Trion World Network, Inc. warrants 8/10/17 (a)(i)

124,282

0*

Ultimate Software Group, Inc. (a)

436,952

38,941

VMware, Inc. Class A (a)

1,727,300

157,253

Workday, Inc. (i)

1,223,783

29,983

Zynga, Inc.

4,462,380

24,275

 

3,259,214

TOTAL INFORMATION TECHNOLOGY

22,478,500

MATERIALS - 3.1%

Chemicals - 1.0%

Airgas, Inc.

100,000

8,401

Ashland, Inc.

117,300

8,130

Ecolab, Inc.

2,722,363

186,564

Filtrona PLC

3,839,804

28,776

FMC Corp.

657,600

35,168

Monsanto Co.

3,054,500

252,852

PPG Industries, Inc.

851,400

90,351

Sherwin-Williams Co.

1,067,700

141,310

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Valspar Corp.

751,100

$ 39,425

W.R. Grace & Co. (a)

145,878

7,360

 

798,337

Containers & Packaging - 0.1%

Ball Corp.

1,076,970

44,210

Silgan Holdings, Inc.

515,249

21,996

 

66,206

Metals & Mining - 2.0%

Allied Nevada Gold Corp. (Canada) (a)

341,000

9,673

Altius Minerals Corp. (a)

99,600

1,037

Avion Gold Corp. (a)(e)

33,711,615

15,066

B2Gold Corp. (a)(e)

27,531,333

82,748

B2Gold Corp. (a)(e)(f)

5,850,000

17,583

Dalradian Resources, Inc. (a)(e)

4,090,730

2,612

Dalradian Resources, Inc. (e)(f)

3,000,000

1,915

Eldorado Gold Corp.

6,586,488

81,126

Franco-Nevada Corp. (e)

12,719,000

575,172

Franco-Nevada Corp. warrants 6/16/17 (a)(e)(f)

342,250

1,983

Goldcorp, Inc.

3,657,182

137,688

Ivanhoe Mines Ltd.

10,210,600

100,692

Ivanhoe Mines Ltd. rights 7/19/12 (a)

8,469,400

7,653

Medusa Mining Ltd. (e)

11,743,444

58,581

New Gold, Inc. (a)

19,611,011

187,038

Newcrest Mining Ltd.

4,501,521

104,755

Novagold Resources, Inc. (a)

9,640,577

50,565

Premier Gold Mines Ltd. (a)(e)

3,970,200

17,158

Premier Gold Mines Ltd. (e)(f)

3,850,000

16,639

Pretium Resources, Inc. (a)

4,110,406

57,007

Rio Alto Mining Ltd. (a)

1,207,600

4,839

Royal Gold, Inc.

1,013,244

79,438

Tahoe Resources, Inc. (a)(f)

5,376,500

74,302

 

1,685,270

TOTAL MATERIALS

2,549,813

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

tw telecom, inc. (a)

1,303,100

33,438

Common Stocks - continued

Shares

Value (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.1%

Millicom International Cellular SA (depository receipt)

253,800

$ 23,885

SBA Communications Corp. Class A (a)

697,500

39,792

 

63,677

TOTAL TELECOMMUNICATION SERVICES

97,115

UTILITIES - 0.1%

Gas Utilities - 0.0%

ONEOK, Inc.

235,200

9,951

Multi-Utilities - 0.1%

YTL Corp. Bhd

92,209,226

59,094

TOTAL UTILITIES

69,045

TOTAL COMMON STOCKS

(Cost $47,276,733)


75,584,643

Preferred Stocks - 0.1%

 

 

 

 

Convertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc. Series M-1:

8.00%

1,228,555

6,279

8.00%

87,753

449

8.00%

87,754

449

 

7,177

INFORMATION TECHNOLOGY - 0.1%

Internet Software & Services - 0.0%

Digg, Inc. Series C, 8.00% (a)(i)

410,013

1,005

Preferred Stocks - continued

Shares

Value (000s)

Convertible Preferred Stocks - continued

INFORMATION TECHNOLOGY - continued

Software - 0.1%

Trion World Network, Inc.:

Series C, 8.00% (a)(i)

3,950,196

$ 16,907

Series C-1, 8.00% (a)(i)

310,705

1,330

 

18,237

TOTAL INFORMATION TECHNOLOGY

19,242

TOTAL CONVERTIBLE PREFERRED STOCKS

26,419

Nonconvertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Dropbox, Inc. Series A (i)

1,260,898

11,410

TOTAL PREFERRED STOCKS

(Cost $64,798)


37,829

Corporate Bonds - 0.1%

 

Principal
Amount (000s)

 

Convertible Bonds - 0.1%

MATERIALS - 0.1%

Metals & Mining - 0.1%

Ivanplats Ltd. 8% 11/10/14 pay-in-kind (g)(i)

$ 48,586

50,388

Nonconvertible Bonds - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc.:

9% 11/18/13

192

192

9% 11/18/13

192

192

9% 12/2/13

2,693

2,693

 

3,077

Corporate Bonds - continued

 

Principal
Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.0%

J. Crew Group, Inc. 8.125% 3/1/19

$ 8,171

$ 8,437

TOTAL CONSUMER DISCRETIONARY

11,514

TOTAL CORPORATE BONDS

(Cost $59,481)


61,902

Money Market Funds - 7.1%

Shares

 

Fidelity Cash Central Fund, 0.17% (b)

5,477,763,306

5,477,763

Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)

304,551,678

304,552

TOTAL MONEY MARKET FUNDS

(Cost $5,782,315)


5,782,315

Cash Equivalents - 0.0%

Maturity
Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 6/29/12 due 7/2/12 (Collateralized by U.S. Treasury Obligations) #
(Cost $14,526)

$ 14,526


14,526

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $53,197,853)

81,481,215

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(144,384)

NET ASSETS - 100%

$ 81,336,831

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) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $283,723,000 or 0.3% of net assets.

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $371,109,000 or 0.5% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Digg, Inc. Series C, 8.00%

9/23/08

$ 4,317

Dropbox, Inc.

5/2/12

$ 49,445

Dropbox, Inc. Series A

5/29/12

$ 11,410

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 86,629

Fluidigm Corp.

10/9/07 - 1/6/11

$ 18,170

Ivanplats Ltd. 8% 11/10/14 pay-in-kind

11/10/11 - 3/28/12

$ 48,884

Legend Pictures LLC

9/23/10 - 3/30/12

$ 31,992

Metro Bank PLC Class A

12/8/09 - 5/21/12

$ 37,356

Trion World Network, Inc. warrants 8/10/17

8/10/10

$ 0*

Trion World Network, Inc. Series C, 8.00%

8/22/08

$ 21,691

Trion World Network, Inc. Series C-1, 8.00%

8/10/10

$ 1,706

Weinstein Co. Holdings LLC Class A-1

10/19/05

$ 41,234

Workday, Inc.

10/13/11

$ 16,227

* Amount represents less than $1,000

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement /
Counterparty

Value
(000s)

$14,526,000 due 7/02/12 at 0.15%

Barclays Capital, Inc.

$ 4,069

Merrill Lynch, Pierce, Fenner & Smith, Inc.

2,808

RBS Securities, Inc.

7,649

 

$ 14,526

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 2,606

Fidelity Securities Lending Cash Central Fund

4,939

Total

$ 7,545

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Amphenol Corp. Class A

$ 506,556

$ 15,785

$ 135,124

$ 2,133

$ 494,130

athenahealth, Inc.

45,749

87,983

8,119

-

159,119

Avion Gold Corp.

59,448

-

3,444

-

15,066

B2Gold Corp.

83,805

-

-

-

82,748

B2Gold Corp. (144A)

17,807

-

-

-

17,583

Birchcliff Energy Ltd.

98,366

-

30,091

-

-

Chipotle Mexican Grill, Inc.

949,372

-

119,158

-

949,478

Constant Contact, Inc.

43,052

4,177

-

-

35,580

Dalradian Resources, Inc.

7,447

244

27

-

2,612

Dalradian Resources, Inc. (144A)

-

5,996

-

-

1,915

Discovery Communications, Inc.

649,586

8,106

-

-

864,964

Dollar Tree, Inc.

720,888

-

64,565

-

860,461

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Dunkin' Brands Group, Inc.

$ 116,194

$ 71,943

$ -

$ 2,099

$ 245,445

Franco-Nevada Corp.

435,254

55,845

-

2,490

575,172

Franco-Nevada Corp. warrants 6/16/17

1,916

-

-

-

1,983

Informatica Corp.

202,710

18,843

16,156

-

233,115

LogMeIn, Inc.

53,513

7,642

55,721

-

-

Medusa Mining Ltd.

56,958

-

5,083

536

58,581

Metro Bank PLC Class A

11,513

16,046

-

-

41,836

Mettler-Toledo International, Inc.

470,560

-

36,583

-

461,254

Noble Energy, Inc.

1,613,053

30,719

-

7,638

1,475,792

Premier Gold Mines Ltd.

-

19,804

-

-

17,158

Premier Gold Mines Ltd. (144A)

-

22,255

-

-

16,639

Pretium Resources, Inc.

23,735

49,215

13,378

-

-

Quality Systems, Inc.

111,601

-

112,490

365

-

Tim Hortons, Inc. (Canada)

589,796

8,572

14,622

4,250

633,567

TJX Companies, Inc.

1,245,690

23,930

94,078

7,922

-

TreeHouse Foods, Inc.

232,324

-

86,885

-

125,426

Total

$ 8,346,893

$ 447,105

$ 795,524

$ 27,433

$ 7,369,624

Other Information

The following is a summary of the inputs used, as of June 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 18,449,904

$ 18,116,350

$ 270,050

$ 63,504

Consumer Staples

7,446,692

7,313,702

132,990

-

Energy

3,889,579

3,889,579

-

-

Financials

9,128,912

8,727,218

359,858

41,836

Health Care

7,764,013

7,268,026

495,987

-

Industrials

3,718,247

3,649,658

68,589

-

Information Technology

22,509,152

21,756,773

642,299

110,080

Materials

2,549,813

2,386,477

163,336

-

Telecommunication Services

97,115

97,115

-

-

Utilities

69,045

9,951

59,094

-

Corporate Bonds

61,902

-

8,437

53,465

Money Market Funds

5,782,315

5,782,315

-

-

Cash Equivalents

14,526

-

14,526

-

Total Investments in Securities:

$ 81,481,215

$ 78,997,164

$ 2,215,166

$ 268,885

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 1,562,316

Level 2 to Level 1

$ -

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

United States of America

88.4%

Canada

3.7%

Ireland

1.3%

Others (Individually Less Than 1%)

6.6%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

June 30, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $306,580 and repurchase agreements of $14,526) - See accompanying schedule:

Unaffiliated issuers (cost $43,477,488)

$ 68,329,276

 

Fidelity Central Funds (cost $5,782,315)

5,782,315

 

Other affiliated issuers (cost $3,938,050)

7,369,624

 

Total Investments (cost $53,197,853)

 

$ 81,481,215

Foreign currency held at value (cost $379)

379

Receivable for investments sold
Regular delivery

 

667,190

Delayed delivery

 

2,335

Receivable for fund shares sold

140,774

Dividends receivable

57,383

Interest receivable

2,875

Distributions receivable from Fidelity Central Funds

1,633

Other receivables

3,367

Total assets

82,357,151

 

 

 

Liabilities

Payable to custodian bank

$ 1

Payable for investments purchased

594,047

Payable for fund shares redeemed

72,215

Accrued management fee

37,969

Other affiliated payables

9,289

Other payables and accrued expenses

2,247

Collateral on securities loaned, at value

304,552

Total liabilities

1,020,320

 

 

 

Net Assets

$ 81,336,831

Net Assets consist of:

 

Paid in capital

$ 54,707,571

Accumulated net investment loss

(17,829)

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

(1,636,451)

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

28,283,540

Net Assets

$ 81,336,831

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

June 30, 2012

 

 

 

Contrafund:
Net Asset Value, offering price and redemption price per share ($57,934,052 ÷ 774,454 shares)

$ 74.81

 

 

 

Class K:
Net Asset Value, offering price and redemption price per share ($23,402,779 ÷ 312,880 shares)

$ 74.80

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

Semiannual Report

Statement of Operations

 Amounts in thousands

Six months ended June 30, 2012

 

  

  

Investment Income

  

  

Dividends (including $27,433 earned from other affiliated issuers)

 

$ 369,831

Interest

 

2,306

Income from Fidelity Central Funds

 

7,545

Total income

 

379,682

 

 

 

Expenses

Management fee
Basic fee

$ 223,642

Performance adjustment

(3,286)

Transfer agent fees

54,617

Accounting and security lending fees

1,514

Custodian fees and expenses

792

Independent trustees' compensation

255

Appreciation in deferred trustee compensation account

1

Registration fees

590

Audit

116

Legal

112

Miscellaneous

454

Total expenses before reductions

278,807

Expense reductions

(1,272)

277,535

Net investment income (loss)

102,147

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,684,769

Other affiliated issuers

253,522

 

Foreign currency transactions

(227)

Total net realized gain (loss)

 

2,938,064

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,905,739

Assets and liabilities in foreign currencies

282

Total change in net unrealized appreciation (depreciation)

 

4,906,021

Net gain (loss)

7,844,085

Net increase (decrease) in net assets resulting from operations

$ 7,946,232

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
June 30,
2012

Year ended
December 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 102,147

$ 62,576

Net realized gain (loss)

2,938,064

1,303,553

Change in net unrealized appreciation (depreciation)

4,906,021

(1,484,727)

Net increase (decrease) in net assets resulting
from operations

7,946,232

(118,598)

Distributions to shareholders from net investment income

-

(63,685)

Distributions to shareholders from net realized gain

-

(166,900)

Total distributions

-

(230,585)

Share transactions - net increase (decrease)

666,529

(1,458,848)

Total increase (decrease) in net assets

8,612,761

(1,808,031)

 

 

 

Net Assets

Beginning of period

72,724,070

74,532,101

End of period (including accumulated net investment loss of $17,829 and accumulated net investment loss of $119,976, respectively)

$ 81,336,831

$ 72,724,070

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

Semiannual Report

Financial Highlights - Contrafund

 

Six months ended
June 30,

Years ended December 31,

 

2012

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 67.45

$ 67.73

$ 58.28

$ 45.26

$ 73.11

$ 65.21

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  .08

  .04

  (.02)

  .11

  .23

  .48

Net realized and unrealized gain (loss)

  7.28

  (.13)

  9.86

  13.11

  (27.22)

  12.34

Total from investment operations

  7.36

  (.09)

  9.84

  13.22

  (26.99)

  12.82

Distributions from net investment income

  -

  (.04)

  (.01)

  (.11)

  (.21)

  (.44)

Distributions from net realized gain

  -

  (.15)

  (.38)

  (.09)

  (.65)

  (4.48)

Total distributions

  -

  (.19)

  (.39)

  (.20) H

  (.86)

  (4.92)

Net asset value, end of period

$ 74.81

$ 67.45

$ 67.73

$ 58.28

$ 45.26

$ 73.11

Total Return B, C

  10.91%

  (.14)%

  16.93%

  29.23%

  (37.16)%

  19.78%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .73% A

  .81%

  .92%

  1.02%

  .95%

  .89%

Expenses net of fee waivers, if any

  .73% A

  .81%

  .92%

  1.02%

  .95%

  .89%

Expenses net of all reductions

  .72% A

  .81%

  .91%

  1.01%

  .94%

  .89%

Net investment income (loss)

  .22% A

  .06%

  (.03)%

  .22%

  .37%

  .68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 57,934

$ 54,677

$ 60,498

$ 57,225

$ 45,149

$ 81,144

Portfolio turnover rate F

  53% A

  55%

  46%

  58%

  78%

  56%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Total distributions of $.20 per share is comprised of distributions from net investment income of $.113 and distributions from net realized gain of $.085 per share.

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

Semiannual Report

Financial Highlights - Class K

 

Six months ended
June 30,

Years ended December 31,

 

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 67.40

$ 67.70

$ 58.25

$ 45.23

$ 68.59

Income from Investment
Operations

 

 

 

 

Net investment income (loss) D

  .13

  .12

  .06

  .19

  .22

Net realized and unrealized gain (loss)

  7.27

  (.14)

  9.87

  13.11

  (23.30)

Total from investment operations

  7.40

  (.02)

  9.93

  13.30

  (23.08)

Distributions from net investment income

  -

  (.13)

  (.01)

  (.20)

  (.28)

Distributions from net realized gain

  -

  (.15)

  (.47)

  (.09)

  -

Total distributions

  -

  (.28)

  (.48)

  (.28) I

  (.28)

Net asset value, end of period

$ 74.80

$ 67.40

$ 67.70

$ 58.25

$ 45.23

Total Return B, C

  10.98%

  (.02)%

  17.09%

  29.43%

  (33.63)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .61% A

  .69%

  .79%

  .86%

  .82% A

Expenses net of fee waivers, if any

  .61% A

  .69%

  .79%

  .86%

  .82% A

Expenses net of all reductions

  .61% A

  .69%

  .78%

  .85%

  .82% A

Net investment income (loss)

  .34% A

  .18%

  .10%

  .38%

  .75% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 23,403

$ 18,047

$ 14,034

$ 6,749

$ 3,301

Portfolio turnover rate F

  53% A

  55%

  46%

  58%

  78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G For the period May 9, 2008 (commencement of sale of shares) to December 31, 2008. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Total distributions of $.28 per share is comprised of distributions from net investment income of $.196 and distributions from net realized gain of $.085 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Contrafund® (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Contrafund and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 28,687,894

Gross unrealized depreciation

(858,155)

Net unrealized appreciation (depreciation) on securities and other investments

$ 27,829,739

 

 

Tax cost

$ 53,651,476

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At December 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (497,405)

2017

(2,902,316)

Total capital loss carryforward

$ (3,399,721)

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Semiannual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $20,106,405 and $21,956,776, 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Contrafund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

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

 

Amount

% of
Average
Net Assets*

Contrafund

$ 49,099

.17

Class K

5,518

.05

 

$ 54,617

 

* Annualized

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $290 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $114 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. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,025. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,939, including $174 from securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund

Semiannual Report

9. Bank Borrowings - continued

has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $7,356. The weighted average interest rate was .65%. The interest expense amounted to one hundred thirty-three dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,271 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
June 30,
2012

Year ended
December 31,
2011

From net investment income

 

 

Contrafund

$ -

$ 28,410

Class K

-

35,275

Total

$ -

$ 63,685

 

From net realized gain

 

 

Contrafund

$ -

$ 130,522

Class K

-

36,378

Total

$ -

$ 166,900

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Six months ended
June 30,
2012

Year ended
December 31,
2011

Six months ended
June 30,
2012

Year ended
December 31,
2011

Contrafund

 

 

 

 

Shares sold

59,611

136,499

$ 4,413,354

$ 9,377,328

Reinvestment of distributions

-

2,271

-

153,775

Shares redeemed

(95,796)

(221,335)

(7,085,272)

(15,103,275)

Net increase (decrease)

(36,185)

(82,565)

$ (2,671,918)

$ (5,572,172)

Class K

 

 

 

 

Shares sold

73,337

113,775

$ 5,415,109

$ 7,765,531

Reinvestment of distributions

-

1,073

-

71,653

Shares redeemed

(28,213)

(54,389)

(2,076,662)

(3,723,860)

Net increase (decrease)

45,124

60,459

$ 3,338,447

$ 4,113,324

13. 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.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and the Shareholders of Fidelity Contrafund:

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 Contrafund (a fund of Fidelity Contrafund) at June 30, 2012, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, 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 Contrafund'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 June 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

August 10, 2012

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc. Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

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.)

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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 

CON-USAN-0812
1.787777.109

Fidelity®

Contrafund®-
Class K

Semiannual Report

June 30, 2012

(Fidelity Cover Art)

Contents

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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, 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 (January 1, 2012 to June 30, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
January 1, 2012

Ending
Account Value
June 30, 2012

Expenses Paid
During Period*
January 1, 2012
to June 30, 2012

Contrafund

.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,109.10

$ 3.83

HypotheticalA

 

$ 1,000.00

$ 1,021.23

$ 3.67

Class K

.61%

 

 

 

Actual

 

$ 1,000.00

$ 1,109.80

$ 3.20

HypotheticalA

 

$ 1,000.00

$ 1,021.83

$ 3.07

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

9.0

8.2

Google, Inc. Class A

4.3

5.7

Berkshire Hathaway, Inc. Class A

3.3

3.2

The Coca-Cola Co.

2.7

2.7

McDonald's Corp.

2.5

3.2

Wells Fargo & Co.

2.4

1.7

The Walt Disney Co.

2.3

1.8

TJX Companies, Inc.

1.9

1.7

Noble Energy, Inc.

1.8

2.2

Colgate-Palmolive Co.

1.6

1.5

 

31.8

Top Five Market Sectors as of June 30, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

27.7

28.7

Consumer Discretionary

22.7

21.5

Financials

11.2

8.1

Health Care

9.5

9.8

Consumer Staples

9.2

8.3

Asset Allocation (% of fund's net assets)

As of June 30, 2012*

As of December 31, 2011**

cok125965

Stocks 92.9%

 

cok125965

Stocks 95.7%

 

cok125968

Convertible
Securities 0.2%

 

cok125968

Convertible
Securities 0.2%

 

cok125971

Short-Term
Investments and
Net Other Assets
(Liabilities) 6.9%

 

cok125971

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.1%

 

* Foreign investments

11.6%

 

** Foreign investments

15.9%

 

cok125974

Semiannual Report

Investments June 30, 2012

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 22.7%

Automobiles - 0.4%

Harley-Davidson, Inc.

1,164,400

$ 53,248

Hyundai Motor Co.

795,302

163,847

Tesla Motors, Inc. (a)

3,583,141

112,116

 

329,211

Distributors - 0.1%

LKQ Corp. (a)

2,109,435

70,455

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA

864,509

11,019

Coinstar, Inc. (a)(d)

1,211,417

83,176

Kroton Educacional SA unit (a)

1,632,900

23,617

 

117,812

Hotels, Restaurants & Leisure - 6.2%

Arcos Dorados Holdings, Inc.

3,336,852

49,319

Buffalo Wild Wings, Inc. (a)

600,967

52,068

Chipotle Mexican Grill, Inc. (a)(e)

2,498,954

949,478

Dunkin' Brands Group, Inc. (e)

7,147,490

245,445

Galaxy Entertainment Group Ltd. (a)

34,634,000

87,134

Las Vegas Sands Corp.

3,844,800

167,210

Marriott International, Inc. Class A

857,000

33,594

McDonald's Corp.

23,261,532

2,059,343

Paradise Co. Ltd.

1,416,032

17,158

Starbucks Corp.

12,870,554

686,258

The Cheesecake Factory, Inc. (a)

799,100

25,539

Tim Hortons, Inc. (Canada) (e)

12,018,532

633,567

Wyndham Worldwide Corp.

842,700

44,444

Yum! Brands, Inc.

208,800

13,451

 

5,064,008

Household Durables - 0.6%

D.R. Horton, Inc.

11,104,353

204,098

Lennar Corp. Class A

2,307,500

71,325

M.D.C. Holdings, Inc.

300,000

9,801

PulteGroup, Inc. (a)

12,786,000

136,810

Toll Brothers, Inc. (a)

1,404,880

41,767

 

463,801

Internet & Catalog Retail - 2.7%

Amazon.com, Inc. (a)

5,055,737

1,154,478

Expedia, Inc. (d)

1,606,938

77,246

Groupon, Inc. Class A (a)(d)

9,752,066

103,664

Liberty Media Corp. Interactive Series A (a)

835,600

14,865

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Priceline.com, Inc. (a)

1,041,800

$ 692,297

TripAdvisor, Inc. (a)

3,820,110

170,721

 

2,213,271

Leisure Equipment & Products - 0.1%

Polaris Industries, Inc.

1,086,225

77,643

Media - 4.3%

Comcast Corp. Class A

16,283,878

520,596

Discovery Communications, Inc. (a)(e)

16,017,852

864,964

Interpublic Group of Companies, Inc.

4,743,169

51,463

Legend Pictures LLC (a)(h)(i)

38,222

40,864

Liberty Global, Inc. Class A (a)

249,600

12,388

Liberty Media Corp. Capital Series A (a)

908,659

79,880

Naspers Ltd. Class N

905,151

48,163

Sirius XM Radio, Inc. (a)(d)

16,097,218

29,780

The Walt Disney Co.

38,167,719

1,851,134

Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)

41,234

15,463

 

3,514,695

Multiline Retail - 1.5%

Dollar General Corp. (a)

1,847,800

100,502

Dollar Tree, Inc. (a)(e)

15,993,700

860,461

Dollarama, Inc.

1,471,150

88,405

Dollarama, Inc. (a)(f)

1,194,200

71,762

Macy's, Inc.

2,262,830

77,728

 

1,198,858

Specialty Retail - 4.8%

American Eagle Outfitters, Inc.

2,727,300

53,810

AutoZone, Inc. (a)

453,973

166,685

Bed Bath & Beyond, Inc. (a)

10,981,900

678,681

Dick's Sporting Goods, Inc.

1,342,923

64,460

Foschini Ltd.

1,210,000

18,947

Gap, Inc.

2,789,500

76,321

GNC Holdings, Inc.

1,255,648

49,221

Home Depot, Inc.

826,000

43,770

Kingfisher PLC

7,400,000

33,308

Limited Brands, Inc.

1,202,600

51,147

O'Reilly Automotive, Inc. (a)

1,007,476

84,396

Penske Automotive Group, Inc.

2,628,656

55,833

PetSmart, Inc.

2,098,119

143,050

Ross Stores, Inc.

8,678,888

542,170

Tilly's, Inc. (a)

320,800

5,149

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

TJX Companies, Inc.

36,822,308

$ 1,580,782

Tractor Supply Co.

560,100

46,522

Ulta Salon, Cosmetics & Fragrance, Inc.

1,356,419

126,662

Urban Outfitters, Inc. (a)

1,126,200

31,072

Vitamin Shoppe, Inc. (a)

492,368

27,046

Workman Co. Ltd.

67,700

1,911

Zumiez, Inc. (a)(d)

1,267,772

50,204

 

3,931,147

Textiles, Apparel & Luxury Goods - 1.8%

Burberry Group PLC

229,704

4,767

Coach, Inc.

470,200

27,497

lululemon athletica, Inc. (a)

279,758

16,682

NIKE, Inc. Class B

10,212,226

896,429

Ralph Lauren Corp.

616,390

86,332

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

2,462,361

232,644

Vera Bradley, Inc. (a)

360,800

7,606

VF Corp.

1,422,771

189,869

 

1,461,826

TOTAL CONSUMER DISCRETIONARY

18,442,727

CONSUMER STAPLES - 9.2%

Beverages - 3.5%

Anheuser-Busch InBev SA NV ADR (d)

4,352,900

346,708

Boston Beer Co., Inc. Class A (a)(d)

333,607

40,366

Diageo PLC sponsored ADR

1,265,800

130,466

Dr Pepper Snapple Group, Inc.

2,486,400

108,780

The Coca-Cola Co.

28,517,491

2,229,783

 

2,856,103

Food & Staples Retailing - 2.0%

Costco Wholesale Corp.

4,947,323

469,996

CVS Caremark Corp.

7,888,800

368,644

Drogasil SA

1,736,063

17,503

Fresh Market, Inc. (a)

645,700

34,629

Tesco PLC

1,646,600

7,996

Wal-Mart Stores, Inc.

8,697,700

606,404

Whole Foods Market, Inc.

1,304,650

124,359

 

1,629,531

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - 0.8%

Kraft Foods, Inc. Class A

7,055,400

$ 272,480

Mead Johnson Nutrition Co. Class A

1,431,300

115,234

Orion Corp.

49,375

41,046

TreeHouse Foods, Inc. (a)(e)

2,013,577

125,426

Want Want China Holdings Ltd.

74,350,000

91,944

 

646,130

Household Products - 1.8%

Colgate-Palmolive Co.

12,333,607

1,283,928

Kimberly-Clark Corp.

2,147,700

179,913

 

1,463,841

Personal Products - 0.9%

Estee Lauder Companies, Inc. Class A

13,547,800

733,207

Tobacco - 0.2%

Philip Morris International, Inc.

1,350,900

117,880

TOTAL CONSUMER STAPLES

7,446,692

ENERGY - 4.8%

Energy Equipment & Services - 0.2%

Schlumberger Ltd.

2,357,418

153,020

Oil, Gas & Consumable Fuels - 4.6%

Americas Petrogas, Inc. (f)

3,562,500

6,613

Anadarko Petroleum Corp.

9,137,910

604,930

BG Group PLC

405,300

8,252

Birchcliff Energy Ltd. (a)

4,787,400

26,333

Birchcliff Energy Ltd. (f)

1,900,000

10,451

Cabot Oil & Gas Corp.

208,400

8,211

Canadian Natural Resources Ltd.

2,111,312

56,635

Concho Resources, Inc. (a)

3,865,559

329,037

Continental Resources, Inc. (a)(d)

2,911,992

193,997

Enterprise Products Partners LP

477,500

24,467

EOG Resources, Inc.

3,576,857

322,311

Madalena Ventures, Inc. (f)

9,370,500

3,221

Noble Energy, Inc. (e)

17,399,109

1,475,792

Occidental Petroleum Corp.

3,689,919

316,484

Phillips 66 (a)

1,000,000

33,240

TAG Oil Ltd. (a)

627,200

4,540

TAG Oil Ltd. (f)

1,365,935

9,888

Tourmaline Oil Corp. (a)

5,609,700

148,108

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Tourmaline Oil Corp. (a)(f)

1,363,300

$ 35,994

TransAtlantic Petroleum Ltd. (a)(f)

1,734,051

1,873

Tullow Oil PLC

2,286,114

52,632

Ultrapar Participacoes SA

2,823,900

63,550

 

3,736,559

TOTAL ENERGY

3,889,579

FINANCIALS - 11.2%

Capital Markets - 0.3%

State Street Corp.

6,440,000

287,482

Commercial Banks - 4.1%

Bank of Ireland (a)

1,438,824,822

180,152

BB&T Corp.

6,199,100

191,242

BOK Financial Corp.

161,866

9,421

Fifth Third Bancorp

4,321,300

57,905

Metro Bank PLC Class A (a)(e)(i)

2,671,250

41,836

PNC Financial Services Group, Inc.

5,425,792

331,570

Texas Capital Bancshares, Inc. (a)

250,000

10,098

U.S. Bancorp

17,972,329

577,990

UMB Financial Corp.

192,400

9,857

Wells Fargo & Co.

58,073,197

1,941,968

 

3,352,039

Consumer Finance - 0.7%

American Express Co.

8,122,700

472,822

Capital One Financial Corp.

1,729,216

94,519

Credit Acceptance Corp. (a)

289,396

24,434

 

591,775

Diversified Financial Services - 0.2%

Citigroup, Inc.

2,279,302

62,476

JPMorgan Chase & Co.

3,346,132

119,557

 

182,033

Insurance - 4.9%

ACE Ltd.

5,963,700

442,089

Admiral Group PLC

3,458,963

64,574

AIA Group Ltd.

52,027,600

179,706

Berkshire Hathaway, Inc. Class A (a)

21,449

2,679,945

Fairfax Financial Holdings Ltd. (sub. vtg.)

174,622

69,146

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

5,848,974

$ 425,922

The Travelers Companies, Inc.

1,422,628

90,821

Torchmark Corp.

180,000

9,099

 

3,961,302

Real Estate Investment Trusts - 0.7%

American Tower Corp.

7,831,400

547,493

Real Estate Management & Development - 0.3%

BR Malls Participacoes SA

18,058,000

206,788

TOTAL FINANCIALS

9,128,912

HEALTH CARE - 9.5%

Biotechnology - 3.2%

Alexion Pharmaceuticals, Inc. (a)

4,181,660

415,239

Amgen, Inc.

6,881,572

502,630

ARIAD Pharmaceuticals, Inc. (a)

2,405,323

41,396

Biogen Idec, Inc. (a)

8,358,200

1,206,757

BioMarin Pharmaceutical, Inc. (a)

1,526,560

60,421

Celgene Corp. (a)

1,569,200

100,680

Cepheid, Inc. (a)

437,144

19,562

Gilead Sciences, Inc. (a)

2,591,200

132,877

Incyte Corp. (a)

373,900

8,488

Medivation, Inc. (a)

735,667

67,240

Merrimack Pharmaceuticals, Inc.

1,434,100

10,440

ONYX Pharmaceuticals, Inc. (a)

120,000

7,974

Seattle Genetics, Inc. (a)

545,326

13,846

Vertex Pharmaceuticals, Inc. (a)

261,800

14,640

 

2,602,190

Health Care Equipment & Supplies - 0.8%

Align Technology, Inc. (a)

803,900

26,898

Boston Scientific Corp. (a)

2,583,300

14,647

C.R. Bard, Inc.

200,700

21,563

Covidien PLC

811,300

43,405

Cyberonics, Inc. (a)

655,306

29,449

Edwards Lifesciences Corp. (a)

163,100

16,848

Intuitive Surgical, Inc. (a)

832,643

461,109

Wright Medical Group, Inc. (a)

100,380

2,143

Zimmer Holdings, Inc.

128,100

8,245

 

624,307

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - 1.2%

Catalyst Health Solutions, Inc. (a)

757,200

$ 70,753

CIGNA Corp.

1,903,355

83,748

DaVita, Inc. (a)

100,000

9,821

Henry Schein, Inc. (a)

740,900

58,153

Humana, Inc.

206,300

15,976

McKesson Corp.

1,498,800

140,513

MWI Veterinary Supply, Inc. (a)

28,922

2,972

UnitedHealth Group, Inc.

10,920,500

638,849

 

1,020,785

Health Care Technology - 0.8%

athenahealth, Inc. (a)(e)

2,009,844

159,119

Cerner Corp. (a)

5,380,430

444,746

SXC Health Solutions Corp. (a)

337,282

33,496

 

637,361

Life Sciences Tools & Services - 0.7%

Fluidigm Corp. (a)(i)

1,027,387

15,452

Mettler-Toledo International, Inc. (a)(e)

2,959,600

461,254

Waters Corp. (a)

1,720,406

136,721

 

613,427

Pharmaceuticals - 2.8%

Abbott Laboratories

10,490,355

676,313

Allergan, Inc.

1,166,893

108,019

Bayer AG

2,814,355

202,226

Bristol-Myers Squibb Co.

6,451,000

231,913

Elan Corp. PLC sponsored ADR (a)

2,739,500

39,969

Eli Lilly & Co.

1,560,700

66,970

Johnson & Johnson

598,300

40,421

Merck & Co., Inc.

759,100

31,692

Novo Nordisk A/S Series B

3,239,181

469,801

Perrigo Co.

2,726,600

321,548

Shire PLC

910,200

26,186

UCB SA

350,000

17,646

Valeant Pharmaceuticals International, Inc. (Canada) (a)

740,977

33,239

 

2,265,943

TOTAL HEALTH CARE

7,764,013

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 4.6%

Air Freight & Logistics - 0.0%

C.H. Robinson Worldwide, Inc.

397,925

$ 23,291

Airlines - 0.0%

Allegiant Travel Co. (a)

27,794

1,937

Building Products - 0.0%

Fortune Brands Home & Security, Inc. (a)

1,065,800

23,735

Commercial Services & Supplies - 0.5%

Aggreko PLC

312,946

10,155

Cintas Corp.

1,033,700

39,911

Edenred SA

1,643,181

46,465

Stericycle, Inc. (a)

2,774,008

254,293

Swisher Hygiene, Inc. (a)

6,357,060

14,475

 

365,299

Electrical Equipment - 0.4%

AMETEK, Inc.

639,100

31,897

Cooper Industries PLC Class A

458,741

31,277

Roper Industries, Inc.

2,284,814

225,237

 

288,411

Industrial Conglomerates - 1.1%

Danaher Corp.

15,126,427

787,784

General Electric Co.

4,442,300

92,578

 

880,362

Machinery - 0.2%

Colfax Corp. (a)

528,512

14,571

Donaldson Co., Inc.

433,780

14,475

Fanuc Corp.

329,200

54,114

Rexnord Corp.

1,116,700

22,379

Snap-On, Inc.

252,010

15,688

Valmont Industries, Inc.

70,000

8,468

Wabtec Corp.

110,000

8,581

 

138,276

Professional Services - 0.6%

Bureau Veritas SA

59,700

5,299

Experian PLC

7,439,902

104,926

IHS, Inc. Class A (a)

2,345,114

252,639

Qualicorp SA

3,495,000

30,556

Verisk Analytics, Inc. (a)

1,465,200

72,176

 

465,596

Road & Rail - 1.4%

Canadian National Railway Co.

1,038,500

87,825

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Road & Rail - continued

Canadian Pacific

3,604,200

$ 264,518

CSX Corp.

1,096,500

24,518

J.B. Hunt Transport Services, Inc.

1,193,230

71,117

Kansas City Southern

236,700

16,465

Localiza Rent A Car SA

1,364,500

20,619

Norfolk Southern Corp.

120,000

8,612

Union Pacific Corp.

5,665,154

675,910

 

1,169,584

Trading Companies & Distributors - 0.4%

Air Lease Corp.:

Class A (a)(f)

1,624,500

31,499

Class A (a)

3,482,478

67,525

Mills Estruturas e Servicos de Engenharia SA

998,200

13,717

W.W. Grainger, Inc.

1,302,105

249,015

 

361,756

TOTAL INDUSTRIALS

3,718,247

INFORMATION TECHNOLOGY - 27.6%

Communications Equipment - 1.2%

Comverse Technology, Inc. (a)

28,918

168

F5 Networks, Inc. (a)

219,449

21,848

Motorola Solutions, Inc.

2,823,752

135,851

QUALCOMM, Inc.

14,616,843

813,866

Ubiquiti Networks, Inc. (d)

842,018

11,999

 

983,732

Computers & Peripherals - 9.3%

Apple, Inc. (a)

12,556,858

7,333,204

EMC Corp. (a)

10,122,200

259,432

 

7,592,636

Electronic Equipment & Components - 0.6%

Amphenol Corp. Class A (e)

8,997,272

494,130

National Instruments Corp.

784,045

21,059

 

515,189

Internet Software & Services - 6.1%

Bankrate, Inc. (d)

269,906

4,964

Constant Contact, Inc. (a)(d)(e)

1,989,940

35,580

Cornerstone OnDemand, Inc. (a)

1,216,878

28,974

Demandware, Inc. (d)

293,100

6,944

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

Dropbox, Inc. (i)

5,464,028

$ 49,445

eBay, Inc. (a)

11,756,365

493,885

Equinix, Inc. (a)

375,700

65,992

Facebook, Inc.:

Class A (d)

10,247,600

318,905

Class B (a)(i)

3,464,225

97,026

Google, Inc. Class A (a)

5,962,521

3,458,680

LinkedIn Corp. (a)

783,622

83,276

MercadoLibre, Inc.

1,658,724

125,731

Rackspace Hosting, Inc. (a)

1,351,968

59,405

VeriSign, Inc. (a)

1,550,610

67,560

Web.com, Inc. (a)

1,094,555

20,052

 

4,916,419

IT Services - 4.8%

Accenture PLC Class A

11,522,900

692,411

Alliance Data Systems Corp. (a)

2,376,244

320,793

Fidelity National Information Services, Inc.

3,322,939

113,246

Fiserv, Inc. (a)

2,343,104

169,219

FleetCor Technologies, Inc. (a)

121,000

4,240

IBM Corp.

2,278,536

445,636

MasterCard, Inc. Class A

2,158,862

928,548

Syntel, Inc.

89,010

5,403

Teradata Corp. (a)

228,000

16,418

Total System Services, Inc.

501,105

11,991

Vantiv, Inc.

132,971

3,097

Visa, Inc. Class A

9,576,733

1,183,972

 

3,894,974

Semiconductors & Semiconductor Equipment - 1.6%

Analog Devices, Inc.

722,854

27,230

ARM Holdings PLC sponsored ADR

12,774,715

303,910

ASML Holding NV

3,253,600

167,300

Avago Technologies Ltd.

3,766,537

135,219

Cirrus Logic, Inc. (a)

2,300,000

68,724

Cymer, Inc. (a)

28,883

1,703

Ezchip Semiconductor Ltd. (a)

420,575

16,840

Mellanox Technologies Ltd. (a)

33,131

2,347

Samsung Electronics Co. Ltd.

481,071

511,247

Skyworks Solutions, Inc. (a)

2,989,267

81,816

 

1,316,336

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - 4.0%

Allot Communications Ltd. (a)

1,464,503

$ 40,801

ANSYS, Inc. (a)

436,936

27,575

Ariba, Inc. (a)

1,981,664

88,699

Check Point Software Technologies Ltd. (a)

6,470,600

320,877

Citrix Systems, Inc. (a)

5,308,600

445,604

CommVault Systems, Inc. (a)

75,617

3,748

Concur Technologies, Inc. (a)

2,106,724

143,468

Descartes Systems Group, Inc. (a)

515,100

4,387

Fortinet, Inc. (a)

2,794,221

64,882

Guidewire Software, Inc. (d)

1,460,163

41,060

Informatica Corp. (a)(e)

5,503,182

233,115

Intuit, Inc.

7,480,000

443,938

Jive Software, Inc. (d)

1,561,921

32,785

Microsoft Corp.

6,777,593

207,327

NetSuite, Inc. (a)

2,043,517

111,923

Nexon Co. Ltd.

1,738,100

34,026

QLIK Technologies, Inc. (a)

652,306

14,429

Red Hat, Inc. (a)

3,075,225

173,689

salesforce.com, Inc. (a)

2,964,635

409,890

ServiceNow, Inc.

203,200

4,999

SolarWinds, Inc. (a)

3,573,294

155,653

Splunk, Inc.

209,500

5,887

Trion World Network, Inc. warrants 8/10/17 (a)(i)

124,282

0*

Ultimate Software Group, Inc. (a)

436,952

38,941

VMware, Inc. Class A (a)

1,727,300

157,253

Workday, Inc. (i)

1,223,783

29,983

Zynga, Inc.

4,462,380

24,275

 

3,259,214

TOTAL INFORMATION TECHNOLOGY

22,478,500

MATERIALS - 3.1%

Chemicals - 1.0%

Airgas, Inc.

100,000

8,401

Ashland, Inc.

117,300

8,130

Ecolab, Inc.

2,722,363

186,564

Filtrona PLC

3,839,804

28,776

FMC Corp.

657,600

35,168

Monsanto Co.

3,054,500

252,852

PPG Industries, Inc.

851,400

90,351

Sherwin-Williams Co.

1,067,700

141,310

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Valspar Corp.

751,100

$ 39,425

W.R. Grace & Co. (a)

145,878

7,360

 

798,337

Containers & Packaging - 0.1%

Ball Corp.

1,076,970

44,210

Silgan Holdings, Inc.

515,249

21,996

 

66,206

Metals & Mining - 2.0%

Allied Nevada Gold Corp. (Canada) (a)

341,000

9,673

Altius Minerals Corp. (a)

99,600

1,037

Avion Gold Corp. (a)(e)

33,711,615

15,066

B2Gold Corp. (a)(e)

27,531,333

82,748

B2Gold Corp. (a)(e)(f)

5,850,000

17,583

Dalradian Resources, Inc. (a)(e)

4,090,730

2,612

Dalradian Resources, Inc. (e)(f)

3,000,000

1,915

Eldorado Gold Corp.

6,586,488

81,126

Franco-Nevada Corp. (e)

12,719,000

575,172

Franco-Nevada Corp. warrants 6/16/17 (a)(e)(f)

342,250

1,983

Goldcorp, Inc.

3,657,182

137,688

Ivanhoe Mines Ltd.

10,210,600

100,692

Ivanhoe Mines Ltd. rights 7/19/12 (a)

8,469,400

7,653

Medusa Mining Ltd. (e)

11,743,444

58,581

New Gold, Inc. (a)

19,611,011

187,038

Newcrest Mining Ltd.

4,501,521

104,755

Novagold Resources, Inc. (a)

9,640,577

50,565

Premier Gold Mines Ltd. (a)(e)

3,970,200

17,158

Premier Gold Mines Ltd. (e)(f)

3,850,000

16,639

Pretium Resources, Inc. (a)

4,110,406

57,007

Rio Alto Mining Ltd. (a)

1,207,600

4,839

Royal Gold, Inc.

1,013,244

79,438

Tahoe Resources, Inc. (a)(f)

5,376,500

74,302

 

1,685,270

TOTAL MATERIALS

2,549,813

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

tw telecom, inc. (a)

1,303,100

33,438

Common Stocks - continued

Shares

Value (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.1%

Millicom International Cellular SA (depository receipt)

253,800

$ 23,885

SBA Communications Corp. Class A (a)

697,500

39,792

 

63,677

TOTAL TELECOMMUNICATION SERVICES

97,115

UTILITIES - 0.1%

Gas Utilities - 0.0%

ONEOK, Inc.

235,200

9,951

Multi-Utilities - 0.1%

YTL Corp. Bhd

92,209,226

59,094

TOTAL UTILITIES

69,045

TOTAL COMMON STOCKS

(Cost $47,276,733)


75,584,643

Preferred Stocks - 0.1%

 

 

 

 

Convertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc. Series M-1:

8.00%

1,228,555

6,279

8.00%

87,753

449

8.00%

87,754

449

 

7,177

INFORMATION TECHNOLOGY - 0.1%

Internet Software & Services - 0.0%

Digg, Inc. Series C, 8.00% (a)(i)

410,013

1,005

Preferred Stocks - continued

Shares

Value (000s)

Convertible Preferred Stocks - continued

INFORMATION TECHNOLOGY - continued

Software - 0.1%

Trion World Network, Inc.:

Series C, 8.00% (a)(i)

3,950,196

$ 16,907

Series C-1, 8.00% (a)(i)

310,705

1,330

 

18,237

TOTAL INFORMATION TECHNOLOGY

19,242

TOTAL CONVERTIBLE PREFERRED STOCKS

26,419

Nonconvertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Internet Software & Services - 0.0%

Dropbox, Inc. Series A (i)

1,260,898

11,410

TOTAL PREFERRED STOCKS

(Cost $64,798)


37,829

Corporate Bonds - 0.1%

 

Principal
Amount (000s)

 

Convertible Bonds - 0.1%

MATERIALS - 0.1%

Metals & Mining - 0.1%

Ivanplats Ltd. 8% 11/10/14 pay-in-kind (g)(i)

$ 48,586

50,388

Nonconvertible Bonds - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc.:

9% 11/18/13

192

192

9% 11/18/13

192

192

9% 12/2/13

2,693

2,693

 

3,077

Corporate Bonds - continued

 

Principal
Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.0%

J. Crew Group, Inc. 8.125% 3/1/19

$ 8,171

$ 8,437

TOTAL CONSUMER DISCRETIONARY

11,514

TOTAL CORPORATE BONDS

(Cost $59,481)


61,902

Money Market Funds - 7.1%

Shares

 

Fidelity Cash Central Fund, 0.17% (b)

5,477,763,306

5,477,763

Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)

304,551,678

304,552

TOTAL MONEY MARKET FUNDS

(Cost $5,782,315)


5,782,315

Cash Equivalents - 0.0%

Maturity
Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.15%, dated 6/29/12 due 7/2/12 (Collateralized by U.S. Treasury Obligations) #
(Cost $14,526)

$ 14,526


14,526

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $53,197,853)

81,481,215

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(144,384)

NET ASSETS - 100%

$ 81,336,831

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) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $283,723,000 or 0.3% of net assets.

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $371,109,000 or 0.5% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Digg, Inc. Series C, 8.00%

9/23/08

$ 4,317

Dropbox, Inc.

5/2/12

$ 49,445

Dropbox, Inc. Series A

5/29/12

$ 11,410

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 86,629

Fluidigm Corp.

10/9/07 - 1/6/11

$ 18,170

Ivanplats Ltd. 8% 11/10/14 pay-in-kind

11/10/11 - 3/28/12

$ 48,884

Legend Pictures LLC

9/23/10 - 3/30/12

$ 31,992

Metro Bank PLC Class A

12/8/09 - 5/21/12

$ 37,356

Trion World Network, Inc. warrants 8/10/17

8/10/10

$ 0*

Trion World Network, Inc. Series C, 8.00%

8/22/08

$ 21,691

Trion World Network, Inc. Series C-1, 8.00%

8/10/10

$ 1,706

Weinstein Co. Holdings LLC Class A-1

10/19/05

$ 41,234

Workday, Inc.

10/13/11

$ 16,227

* Amount represents less than $1,000

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement /
Counterparty

Value
(000s)

$14,526,000 due 7/02/12 at 0.15%

Barclays Capital, Inc.

$ 4,069

Merrill Lynch, Pierce, Fenner & Smith, Inc.

2,808

RBS Securities, Inc.

7,649

 

$ 14,526

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 2,606

Fidelity Securities Lending Cash Central Fund

4,939

Total

$ 7,545

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Amphenol Corp. Class A

$ 506,556

$ 15,785

$ 135,124

$ 2,133

$ 494,130

athenahealth, Inc.

45,749

87,983

8,119

-

159,119

Avion Gold Corp.

59,448

-

3,444

-

15,066

B2Gold Corp.

83,805

-

-

-

82,748

B2Gold Corp. (144A)

17,807

-

-

-

17,583

Birchcliff Energy Ltd.

98,366

-

30,091

-

-

Chipotle Mexican Grill, Inc.

949,372

-

119,158

-

949,478

Constant Contact, Inc.

43,052

4,177

-

-

35,580

Dalradian Resources, Inc.

7,447

244

27

-

2,612

Dalradian Resources, Inc. (144A)

-

5,996

-

-

1,915

Discovery Communications, Inc.

649,586

8,106

-

-

864,964

Dollar Tree, Inc.

720,888

-

64,565

-

860,461

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Dunkin' Brands Group, Inc.

$ 116,194

$ 71,943

$ -

$ 2,099

$ 245,445

Franco-Nevada Corp.

435,254

55,845

-

2,490

575,172

Franco-Nevada Corp. warrants 6/16/17

1,916

-

-

-

1,983

Informatica Corp.

202,710

18,843

16,156

-

233,115

LogMeIn, Inc.

53,513

7,642

55,721

-

-

Medusa Mining Ltd.

56,958

-

5,083

536

58,581

Metro Bank PLC Class A

11,513

16,046

-

-

41,836

Mettler-Toledo International, Inc.

470,560

-

36,583

-

461,254

Noble Energy, Inc.

1,613,053

30,719

-

7,638

1,475,792

Premier Gold Mines Ltd.

-

19,804

-

-

17,158

Premier Gold Mines Ltd. (144A)

-

22,255

-

-

16,639

Pretium Resources, Inc.

23,735

49,215

13,378

-

-

Quality Systems, Inc.

111,601

-

112,490

365

-

Tim Hortons, Inc. (Canada)

589,796

8,572

14,622

4,250

633,567

TJX Companies, Inc.

1,245,690

23,930

94,078

7,922

-

TreeHouse Foods, Inc.

232,324

-

86,885

-

125,426

Total

$ 8,346,893

$ 447,105

$ 795,524

$ 27,433

$ 7,369,624

Other Information

The following is a summary of the inputs used, as of June 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 18,449,904

$ 18,116,350

$ 270,050

$ 63,504

Consumer Staples

7,446,692

7,313,702

132,990

-

Energy

3,889,579

3,889,579

-

-

Financials

9,128,912

8,727,218

359,858

41,836

Health Care

7,764,013

7,268,026

495,987

-

Industrials

3,718,247

3,649,658

68,589

-

Information Technology

22,509,152

21,756,773

642,299

110,080

Materials

2,549,813

2,386,477

163,336

-

Telecommunication Services

97,115

97,115

-

-

Utilities

69,045

9,951

59,094

-

Corporate Bonds

61,902

-

8,437

53,465

Money Market Funds

5,782,315

5,782,315

-

-

Cash Equivalents

14,526

-

14,526

-

Total Investments in Securities:

$ 81,481,215

$ 78,997,164

$ 2,215,166

$ 268,885

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 1,562,316

Level 2 to Level 1

$ -

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

United States of America

88.4%

Canada

3.7%

Ireland

1.3%

Others (Individually Less Than 1%)

6.6%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

June 30, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $306,580 and repurchase agreements of $14,526) - See accompanying schedule:

Unaffiliated issuers (cost $43,477,488)

$ 68,329,276

 

Fidelity Central Funds (cost $5,782,315)

5,782,315

 

Other affiliated issuers (cost $3,938,050)

7,369,624

 

Total Investments (cost $53,197,853)

 

$ 81,481,215

Foreign currency held at value (cost $379)

379

Receivable for investments sold
Regular delivery

 

667,190

Delayed delivery

 

2,335

Receivable for fund shares sold

140,774

Dividends receivable

57,383

Interest receivable

2,875

Distributions receivable from Fidelity Central Funds

1,633

Other receivables

3,367

Total assets

82,357,151

 

 

 

Liabilities

Payable to custodian bank

$ 1

Payable for investments purchased

594,047

Payable for fund shares redeemed

72,215

Accrued management fee

37,969

Other affiliated payables

9,289

Other payables and accrued expenses

2,247

Collateral on securities loaned, at value

304,552

Total liabilities

1,020,320

 

 

 

Net Assets

$ 81,336,831

Net Assets consist of:

 

Paid in capital

$ 54,707,571

Accumulated net investment loss

(17,829)

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

(1,636,451)

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

28,283,540

Net Assets

$ 81,336,831

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

June 30, 2012

 

 

 

Contrafund:
Net Asset Value, offering price and redemption price per share ($57,934,052 ÷ 774,454 shares)

$ 74.81

 

 

 

Class K:
Net Asset Value, offering price and redemption price per share ($23,402,779 ÷ 312,880 shares)

$ 74.80

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

Semiannual Report

Statement of Operations

 Amounts in thousands

Six months ended June 30, 2012

 

  

  

Investment Income

  

  

Dividends (including $27,433 earned from other affiliated issuers)

 

$ 369,831

Interest

 

2,306

Income from Fidelity Central Funds

 

7,545

Total income

 

379,682

 

 

 

Expenses

Management fee
Basic fee

$ 223,642

Performance adjustment

(3,286)

Transfer agent fees

54,617

Accounting and security lending fees

1,514

Custodian fees and expenses

792

Independent trustees' compensation

255

Appreciation in deferred trustee compensation account

1

Registration fees

590

Audit

116

Legal

112

Miscellaneous

454

Total expenses before reductions

278,807

Expense reductions

(1,272)

277,535

Net investment income (loss)

102,147

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,684,769

Other affiliated issuers

253,522

 

Foreign currency transactions

(227)

Total net realized gain (loss)

 

2,938,064

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,905,739

Assets and liabilities in foreign currencies

282

Total change in net unrealized appreciation (depreciation)

 

4,906,021

Net gain (loss)

7,844,085

Net increase (decrease) in net assets resulting from operations

$ 7,946,232

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended
June 30,
2012

Year ended
December 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 102,147

$ 62,576

Net realized gain (loss)

2,938,064

1,303,553

Change in net unrealized appreciation (depreciation)

4,906,021

(1,484,727)

Net increase (decrease) in net assets resulting
from operations

7,946,232

(118,598)

Distributions to shareholders from net investment income

-

(63,685)

Distributions to shareholders from net realized gain

-

(166,900)

Total distributions

-

(230,585)

Share transactions - net increase (decrease)

666,529

(1,458,848)

Total increase (decrease) in net assets

8,612,761

(1,808,031)

 

 

 

Net Assets

Beginning of period

72,724,070

74,532,101

End of period (including accumulated net investment loss of $17,829 and accumulated net investment loss of $119,976, respectively)

$ 81,336,831

$ 72,724,070

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

Semiannual Report

Financial Highlights - Contrafund

 

Six months ended
June 30,

Years ended December 31,

 

2012

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 67.45

$ 67.73

$ 58.28

$ 45.26

$ 73.11

$ 65.21

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  .08

  .04

  (.02)

  .11

  .23

  .48

Net realized and unrealized gain (loss)

  7.28

  (.13)

  9.86

  13.11

  (27.22)

  12.34

Total from investment operations

  7.36

  (.09)

  9.84

  13.22

  (26.99)

  12.82

Distributions from net investment income

  -

  (.04)

  (.01)

  (.11)

  (.21)

  (.44)

Distributions from net realized gain

  -

  (.15)

  (.38)

  (.09)

  (.65)

  (4.48)

Total distributions

  -

  (.19)

  (.39)

  (.20) H

  (.86)

  (4.92)

Net asset value, end of period

$ 74.81

$ 67.45

$ 67.73

$ 58.28

$ 45.26

$ 73.11

Total Return B, C

  10.91%

  (.14)%

  16.93%

  29.23%

  (37.16)%

  19.78%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .73% A

  .81%

  .92%

  1.02%

  .95%

  .89%

Expenses net of fee waivers, if any

  .73% A

  .81%

  .92%

  1.02%

  .95%

  .89%

Expenses net of all reductions

  .72% A

  .81%

  .91%

  1.01%

  .94%

  .89%

Net investment income (loss)

  .22% A

  .06%

  (.03)%

  .22%

  .37%

  .68%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 57,934

$ 54,677

$ 60,498

$ 57,225

$ 45,149

$ 81,144

Portfolio turnover rate F

  53% A

  55%

  46%

  58%

  78%

  56%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. H Total distributions of $.20 per share is comprised of distributions from net investment income of $.113 and distributions from net realized gain of $.085 per share.

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

Semiannual Report

Financial Highlights - Class K

 

Six months ended
June 30,

Years ended December 31,

 

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 67.40

$ 67.70

$ 58.25

$ 45.23

$ 68.59

Income from Investment
Operations

 

 

 

 

Net investment income (loss) D

  .13

  .12

  .06

  .19

  .22

Net realized and unrealized gain (loss)

  7.27

  (.14)

  9.87

  13.11

  (23.30)

Total from investment operations

  7.40

  (.02)

  9.93

  13.30

  (23.08)

Distributions from net investment income

  -

  (.13)

  (.01)

  (.20)

  (.28)

Distributions from net realized gain

  -

  (.15)

  (.47)

  (.09)

  -

Total distributions

  -

  (.28)

  (.48)

  (.28) I

  (.28)

Net asset value, end of period

$ 74.80

$ 67.40

$ 67.70

$ 58.25

$ 45.23

Total Return B, C

  10.98%

  (.02)%

  17.09%

  29.43%

  (33.63)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .61% A

  .69%

  .79%

  .86%

  .82% A

Expenses net of fee waivers, if any

  .61% A

  .69%

  .79%

  .86%

  .82% A

Expenses net of all reductions

  .61% A

  .69%

  .78%

  .85%

  .82% A

Net investment income (loss)

  .34% A

  .18%

  .10%

  .38%

  .75% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 23,403

$ 18,047

$ 14,034

$ 6,749

$ 3,301

Portfolio turnover rate F

  53% A

  55%

  46%

  58%

  78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. D Calculated based on average shares outstanding during the period. E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G For the period May 9, 2008 (commencement of sale of shares) to December 31, 2008. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Total distributions of $.28 per share is comprised of distributions from net investment income of $.196 and distributions from net realized gain of $.085 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Contrafund® (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Contrafund and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 28,687,894

Gross unrealized depreciation

(858,155)

Net unrealized appreciation (depreciation) on securities and other investments

$ 27,829,739

 

 

Tax cost

$ 53,651,476

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At December 31, 2011, capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (497,405)

2017

(2,902,316)

Total capital loss carryforward

$ (3,399,721)

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the SEC which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Semiannual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $20,106,405 and $21,956,776, 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. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Contrafund as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

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

 

Amount

% of
Average
Net Assets*

Contrafund

$ 49,099

.17

Class K

5,518

.05

 

$ 54,617

 

* Annualized

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $290 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $114 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. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,025. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,939, including $174 from securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund

Semiannual Report

9. Bank Borrowings - continued

has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $7,356. The weighted average interest rate was .65%. The interest expense amounted to one hundred thirty-three dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,271 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
June 30,
2012

Year ended
December 31,
2011

From net investment income

 

 

Contrafund

$ -

$ 28,410

Class K

-

35,275

Total

$ -

$ 63,685

 

From net realized gain

 

 

Contrafund

$ -

$ 130,522

Class K

-

36,378

Total

$ -

$ 166,900

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Six months ended
June 30,
2012

Year ended
December 31,
2011

Six months ended
June 30,
2012

Year ended
December 31,
2011

Contrafund

 

 

 

 

Shares sold

59,611

136,499

$ 4,413,354

$ 9,377,328

Reinvestment of distributions

-

2,271

-

153,775

Shares redeemed

(95,796)

(221,335)

(7,085,272)

(15,103,275)

Net increase (decrease)

(36,185)

(82,565)

$ (2,671,918)

$ (5,572,172)

Class K

 

 

 

 

Shares sold

73,337

113,775

$ 5,415,109

$ 7,765,531

Reinvestment of distributions

-

1,073

-

71,653

Shares redeemed

(28,213)

(54,389)

(2,076,662)

(3,723,860)

Net increase (decrease)

45,124

60,459

$ 3,338,447

$ 4,113,324

13. 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.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and the Shareholders of Fidelity Contrafund:

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 Contrafund (a fund of Fidelity Contrafund) at June 30, 2012, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, 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 Contrafund'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 June 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

August 10, 2012

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc. Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

CON-K-USAN-0812
1.863192.103

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Contrafund's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Contrafund's (the "Trust") 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)

Not applicable.

(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 Contrafund

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

August 23, 2012

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:

August 23, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

August 23, 2012