N-CSR 1 filing706.htm PRIMARY DOCUMENT

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)


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


Marc Bryant, Secretary

245 Summer St.

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



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2016


Item 1.

Reports to Stockholders





Fidelity® Contrafund®

Class K



Annual Report

December 31, 2016



Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


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. © 2017 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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended December 31, 2016 Past 1 year Past 5 years Past 10 years 
Class K 3.48% 13.58% 8.00% 

 The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Contrafund®, the original class of the fund. 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Contrafund® - Class K on December 31, 2006. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. See above for additional information regarding the performance of Class K.


Period Ending Values
$21,580Fidelity® Contrafund® - Class K
$19,572S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 11.96% in 2016, rising sharply on post-election optimism for economic growth. The year began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.'s June 23 vote to exit the European Union – dubbed "Brexit" – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. Stocks reacted to the outcome by reaching a series of all-time highs. For the year, energy (+27%) led the way amid two strong rallies in commodity prices, one in the spring and another in November. Telecommunication services (+23%) was close behind, as demand for dividend-paying equities was high early in the period. Cyclical sectors, including financials (+22%), industrials (+18%) and materials (+17%), also posted strong gains. Conversely, consumer staples (+5%) and consumer discretionary (+6%) lagged the index, the latter hurt as online competition continued to pressure brick-and-mortar retailers. Real estate (+3%) struggled due to expectations for rising interest rates, while health care (-2%) was hampered by an uncertain political and regulatory outlook.

Comments from Portfolio Manager William Danoff:  For the year, the fund’s share classes gained about 3%, trailing the 11.96% advance of the benchmark S&P 500 index. Versus the benchmark, security selection in the information technology sector was the biggest detractor. Fundamentals in technology were fine during the year, but the stocks of many leading tech companies lagged as valuations fell. These included salesforce.com and Alphabet, both sizable overweightings for the fund and our largest relative detractors in 2016. Cloud-computing firm salesforce.com gained market share in enterprise sales, grew sales and increased earnings per share over the past 12 months, but its share price returned roughly -13%. Alphabet, the fund’s largest holding (combining its Class A and Class C shares) and the leader in web search and machine learning, increased both sales and earnings, but its stock rose only 2%. It also hurt to hold a non-benchmark stake in Teva Pharmaceutical Industries, a maker of generic drugs, which saw its shares return -43% amid heightened competition. Conversely, our two biggest contributors were Berkshire Hathaway and UnitedHealth Group. Berkshire’s shares benefited from the post-election rally in financials – the company's primary business is insurance. UnitedHealth is a provider of health care services and managed care. The firm’s earnings per share rose 25% the past four quarters, and the stock gained roughly 38%.

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

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Facebook, Inc. Class A 5.8 5.7 
Berkshire Hathaway, Inc. Class A 5.4 4.8 
Amazon.com, Inc. 4.1 3.6 
Alphabet, Inc. Class A 3.7 3.2 
Alphabet, Inc. Class C 3.2 2.9 
Apple, Inc. 3.0 2.1 
Wells Fargo & Co. 2.6 2.6 
UnitedHealth Group, Inc. 2.6 2.2 
Microsoft Corp. 2.6 1.4 
Visa, Inc. Class A 2.3 2.2 
 35.3  

Top Five Market Sectors as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 38.0 31.1 
Consumer Discretionary 18.5 20.4 
Financials 16.2 14.4 
Health Care 9.9 13.2 
Industrials 6.5 6.6 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of December 31, 2016* 
   Stocks 98.1% 
   Convertible Securities 1.6% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.2% 


 * Foreign investments - 7.9%


As of June 30, 2016* 
   Stocks 96.8% 
   Convertible Securities 1.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.6% 


 * Foreign investments - 9.8%


Investments December 31, 2016

Showing Percentage of Net Assets

Common Stocks - 98.2%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 18.4%   
Automobiles - 1.7%   
BYD Co. Ltd. (H Shares) 1,754,500 $9,197 
Fuji Heavy Industries Ltd. 538,300 21,979 
General Motors Co. 6,849,933 238,652 
Harley-Davidson, Inc. 303,900 17,730 
Mahindra & Mahindra Ltd. 4,327,351 75,442 
Maruti Suzuki India Ltd. 1,533,074 120,011 
Tesla Motors, Inc. (a)(b) 5,690,382 1,215,978 
  1,698,989 
Diversified Consumer Services - 0.0%   
Bright Horizons Family Solutions, Inc. (a) 355,803 24,913 
Weight Watchers International, Inc. (a) 2,346,800 26,871 
  51,784 
Hotels, Restaurants & Leisure - 2.5%   
ARAMARK Holdings Corp. 3,184,233 113,741 
Chipotle Mexican Grill, Inc. (a)(b) 507,477 191,481 
Churchill Downs, Inc. 75,800 11,404 
Compass Group PLC 1,087,400 20,097 
Cracker Barrel Old Country Store, Inc. (b) 62,200 10,386 
Darden Restaurants, Inc. 505,780 36,780 
Domino's Pizza, Inc. 767,986 122,294 
Hilton Worldwide Holdings, Inc. 396,900 10,796 
Marriott International, Inc. Class A 3,627,604 299,930 
Papa John's International, Inc. 112,250 9,606 
Royal Caribbean Cruises Ltd. 1,040,321 85,348 
Sodexo SA 106,500 12,242 
Starbucks Corp. 27,437,898 1,523,352 
Texas Roadhouse, Inc. Class A 244,800 11,809 
U.S. Foods Holding Corp. 444,100 12,204 
Vail Resorts, Inc. 340,893 54,989 
  2,526,459 
Household Durables - 0.2%   
Mohawk Industries, Inc. (a) 969,368 193,563 
Internet & Direct Marketing Retail - 6.3%   
Amazon.com, Inc. (a) 5,538,915 4,153,466 
ASOS PLC (a) 175,973 10,765 
Netflix, Inc. (a) 9,077,896 1,123,844 
Priceline Group, Inc. (a) 755,096 1,107,016 
Start Today Co. Ltd. 622,500 10,754 
Takeaway.com Holding BV (c) 860,700 21,291 
TripAdvisor, Inc. (a) 264,078 12,245 
  6,439,381 
Media - 2.5%   
CBS Corp. Class B 155,541 9,896 
Charter Communications, Inc. Class A (a) 1,954,802 562,827 
DISH Network Corp. Class A (a) 272,100 15,763 
Interpublic Group of Companies, Inc. 2,827,984 66,203 
Liberty Broadband Corp.:   
Class A (a) 691,131 50,079 
Class C (a) 1,045,849 77,466 
Liberty Global PLC:   
Class A (a) 811,885 24,836 
LiLAC Class A (a) 536,578 11,783 
LiLAC Class C (a) 211,963 4,487 
Liberty Media Corp.:   
Liberty Media Class C (a)(d) 1,996,745 62,558 
Liberty SiriusXM Class A (a)(d) 333,200 11,502 
Liberty SiriusXM Class C (a)(d) 5,331,335 180,839 
Megacable Holdings S.A.B. de CV unit 175,374 587 
Naspers Ltd. Class N 437,000 63,798 
Omnicom Group, Inc. 1,038,450 88,382 
Sirius XM Holdings, Inc. (b) 19,300,150 85,886 
The Walt Disney Co. 12,237,177 1,275,359 
Weinstein Co. Holdings LLC Class A-1 unit (a)(e)(f) 41,234 2,991 
  2,595,242 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,655,500 127,771 
Dollarama, Inc. 141,144 10,342 
Ollie's Bargain Outlet Holdings, Inc. (a) 2,477,798 70,493 
  208,606 
Specialty Retail - 3.4%   
AutoZone, Inc. (a) 219,993 173,748 
Best Buy Co., Inc. 1,387,300 59,196 
Home Depot, Inc. 5,218,533 699,701 
Inditex SA 283,042 9,662 
Nitori Holdings Co. Ltd. 437,700 50,034 
O'Reilly Automotive, Inc. (a) 2,359,498 656,908 
Ross Stores, Inc. 1,955,153 128,258 
TJX Companies, Inc. 21,748,234 1,633,945 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 183,412 46,759 
Urban Outfitters, Inc. (a) 302,552 8,617 
  3,466,828 
Textiles, Apparel & Luxury Goods - 1.6%   
adidas AG 1,271,704 201,000 
Coach, Inc. 6,344,700 222,191 
NIKE, Inc. Class B 21,671,018 1,101,538 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 404,233 11,743 
Class C (non-vtg.) 1,870,015 47,068 
  1,583,540 
TOTAL CONSUMER DISCRETIONARY  18,764,392 
CONSUMER STAPLES - 4.0%   
Beverages - 0.3%   
Boston Beer Co., Inc. Class A (a)(b) 176,858 30,039 
Constellation Brands, Inc. Class A (sub. vtg.) 241,349 37,001 
Kweichow Moutai Co. Ltd. (A Shares) 580,700 27,940 
PepsiCo, Inc. 686,800 71,860 
The Coca-Cola Co. 4,802,100 199,095 
  365,935 
Food & Staples Retailing - 0.7%   
Alimentation Couche-Tard, Inc. Class B (sub. vtg.) 1,787,954 81,071 
Costco Wholesale Corp. 2,596,070 415,657 
Sysco Corp. 3,221,600 178,380 
  675,108 
Food Products - 0.6%   
Associated British Foods PLC 4,564,088 154,400 
Mondelez International, Inc. 3,849,141 170,632 
The Kraft Heinz Co. 3,081,937 269,115 
  594,147 
Household Products - 1.6%   
Colgate-Palmolive Co. 23,893,563 1,563,595 
Spectrum Brands Holdings, Inc. 310,071 37,931 
  1,601,526 
Personal Products - 0.8%   
Estee Lauder Companies, Inc. Class A 10,595,561 810,454 
L'Oreal SA 243,658 44,475 
  854,929 
TOTAL CONSUMER STAPLES  4,091,645 
ENERGY - 3.1%   
Energy Equipment & Services - 0.3%   
Schlumberger Ltd. 2,749,984 230,861 
Oil, Gas & Consumable Fuels - 2.8%   
Anadarko Petroleum Corp. 1,675,600 116,840 
Birchcliff Energy Ltd. (a)(d) 22,182,784 154,808 
Birchcliff Energy Ltd. (a)(c)(d) 686,127 4,788 
Canadian Natural Resources Ltd. 6,000,500 191,235 
Centennial Resource Development, Inc.:   
Class A (a)(b) 6,076,591 119,830 
Class A (f) 2,340,926 41,547 
Class A (f) 5,188,000 102,307 
Cimarex Energy Co. 218,900 29,749 
Concho Resources, Inc. (a) 1,253,200 166,174 
Continental Resources, Inc. (a) 4,580,220 236,065 
Diamondback Energy, Inc. (a) 3,515,095 355,236 
Encana Corp. 6,356,100 74,608 
EOG Resources, Inc. 8,702,795 879,853 
Extraction Oil & Gas, Inc. 1,129,351 22,632 
Growmax Resources Corp. (a)(c) 3,560,563 411 
PDC Energy, Inc. (a) 716,400 51,996 
Peyto Exploration & Development Corp. (b) 399,700 9,886 
Pioneer Natural Resources Co. 1,544,036 278,035 
PrairieSky Royalty Ltd. (b) 1,440,306 34,263 
  2,870,263 
TOTAL ENERGY  3,101,124 
FINANCIALS - 16.2%   
Banks - 7.9%   
Bank of America Corp. 23,103,979 510,598 
Bank of Ireland (a) 1,082,869,241 267,872 
Capitec Bank Holdings Ltd. 449,100 22,727 
Citigroup, Inc. 27,219,746 1,617,670 
Citizens Financial Group, Inc. 333,800 11,893 
HDFC Bank Ltd. sponsored ADR 6,679,429 405,308 
JPMorgan Chase & Co. 14,658,465 1,264,879 
Kotak Mahindra Bank Ltd. 7,164,214 75,875 
M&T Bank Corp. 1,311,062 205,089 
Metro Bank PLC (b)(d) 6,158,471 221,999 
PNC Financial Services Group, Inc. 1,445,400 169,054 
PT Bank Central Asia Tbk 19,554,700 22,498 
U.S. Bancorp 13,284,943 682,448 
Wells Fargo & Co. 48,273,338 2,660,344 
  8,138,254 
Capital Markets - 1.3%   
BlackRock, Inc. Class A 728,529 277,234 
CBOE Holdings, Inc. 459,300 33,938 
Charles Schwab Corp. 1,691,300 66,756 
CME Group, Inc. 559,400 64,527 
Goldman Sachs Group, Inc. 334,700 80,144 
IntercontinentalExchange, Inc. 1,778,110 100,321 
MarketAxess Holdings, Inc. 174,800 25,682 
Morgan Stanley 4,305,800 181,920 
MSCI, Inc. 1,415,394 111,505 
Oaktree Capital Group LLC Class A 2,399,772 89,991 
S&P Global, Inc. 2,492,994 268,097 
  1,300,115 
Consumer Finance - 0.1%   
Capital One Financial Corp. 1,014,100 88,470 
Diversified Financial Services - 5.4%   
Berkshire Hathaway, Inc. Class A (a) 22,593 5,515,426 
Insurance - 1.5%   
Admiral Group PLC 2,813,388 63,346 
AIA Group Ltd. 22,191,200 124,312 
Chubb Ltd. 7,653,390 1,011,166 
Direct Line Insurance Group PLC 11,457,673 52,161 
Fairfax Financial Holdings Ltd. (sub. vtg.) 188,732 91,158 
Marsh & McLennan Companies, Inc. 2,487,895 168,157 
  1,510,300 
TOTAL FINANCIALS  16,552,565 
HEALTH CARE - 9.7%   
Biotechnology - 1.8%   
Acceleron Pharma, Inc. (a) 243,757 6,221 
Agios Pharmaceuticals, Inc. (a) 1,280,787 53,447 
Amgen, Inc. 1,342,800 196,331 
Biogen, Inc. (a) 811,833 230,220 
Celgene Corp. (a) 716,365 82,919 
Five Prime Therapeutics, Inc. (a) 172,840 8,661 
Genmab A/S (a) 692,126 114,954 
Gilead Sciences, Inc. 7,438,435 532,666 
Intrexon Corp. (a)(b) 3,012,714 73,209 
NantKwest, Inc. (a)(b) 1,063,849 6,085 
Neurocrine Biosciences, Inc. (a) 2,836,906 109,788 
Opko Health, Inc. (a)(b) 4,692,715 43,642 
OvaScience, Inc. (a) 1,220,624 1,868 
Regeneron Pharmaceuticals, Inc. (a) 727,984 267,236 
TESARO, Inc. (a) 862,500 115,989 
  1,843,236 
Health Care Equipment & Supplies - 2.5%   
Baxter International, Inc. 935,700 41,489 
Becton, Dickinson & Co. 1,186,646 196,449 
Boston Scientific Corp. (a) 38,296,558 828,355 
C.R. Bard, Inc. 250,557 56,290 
Danaher Corp. 4,538,351 353,265 
DexCom, Inc. (a) 2,802,189 167,291 
Edwards Lifesciences Corp. (a) 2,992,915 280,436 
Intuitive Surgical, Inc. (a) 321,883 204,129 
Medtronic PLC 2,138,547 152,329 
Nevro Corp. (a)(b) 1,105,291 80,310 
Penumbra, Inc. (a) 415,489 26,508 
Stryker Corp. 1,406,888 168,559 
  2,555,410 
Health Care Providers & Services - 3.2%   
Aetna, Inc. 88,900 11,024 
HealthEquity, Inc. (a) 302,800 12,269 
Henry Schein, Inc. (a) 3,522,330 534,373 
Humana, Inc. 271,400 55,374 
UnitedHealth Group, Inc. 16,520,724 2,643,977 
  3,257,017 
Health Care Technology - 0.0%   
Cerner Corp. (a) 414,368 19,629 
Medidata Solutions, Inc. (a) 531,058 26,378 
NantHealth, Inc. 9,169 91 
  46,098 
Life Sciences Tools & Services - 1.1%   
Eurofins Scientific SA 49,091 20,929 
ICON PLC (a) 275,800 20,740 
Mettler-Toledo International, Inc. (a)(d) 1,804,266 755,194 
PRA Health Sciences, Inc. (a) 382,900 21,105 
Thermo Fisher Scientific, Inc. 812,813 114,688 
Waters Corp. (a) 1,092,121 146,770 
  1,079,426 
Pharmaceuticals - 1.1%   
Bristol-Myers Squibb Co. 11,004,731 643,116 
Dermira, Inc. (a) 930,100 28,210 
H Lundbeck A/S (a) 613,800 24,969 
Jiangsu Hengrui Medicine Co. Ltd. (A Shares) 1,656,600 10,853 
Johnson & Johnson 2,064,944 237,902 
Teva Pharmaceutical Industries Ltd. sponsored ADR 4,298,615 155,825 
WAVE Life Sciences (a) 5,697 149 
  1,101,024 
TOTAL HEALTH CARE  9,882,211 
INDUSTRIALS - 6.3%   
Aerospace & Defense - 1.1%   
General Dynamics Corp. 1,457,349 251,626 
L-3 Communications Holdings, Inc. 285,000 43,351 
Northrop Grumman Corp. 1,617,644 376,232 
Raytheon Co. 1,168,400 165,913 
Saab AB (B Shares) 361,200 13,500 
Space Exploration Technologies Corp. Class A (a)(f) 200,313 21,844 
The Boeing Co. 514,100 80,035 
TransDigm Group, Inc. 673,222 167,605 
  1,120,106 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 471,336 34,530 
Expeditors International of Washington, Inc. 215,900 11,434 
FedEx Corp. 1,869,286 348,061 
XPO Logistics, Inc. (a)(b) 977,589 42,193 
  436,218 
Airlines - 1.0%   
Ryanair Holdings PLC sponsored ADR (a) 5,556,202 462,609 
Southwest Airlines Co. 11,546,105 575,458 
  1,038,067 
Building Products - 0.6%   
A.O. Smith Corp. 1,250,770 59,224 
Fortune Brands Home & Security, Inc. 2,640,929 141,184 
Masco Corp. 11,366,056 359,395 
Toto Ltd. 2,220,400 87,866 
  647,669 
Commercial Services & Supplies - 0.1%   
Cintas Corp. 611,700 70,688 
Copart, Inc. (a) 490,936 27,203 
  97,891 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc. (a) 277,889 15,840 
Electrical Equipment - 0.5%   
Acuity Brands, Inc. 946,907 218,603 
Eaton Corp. PLC 712,700 47,815 
Fortive Corp. 4,516,425 242,216 
  508,634 
Industrial Conglomerates - 0.8%   
3M Co. 4,559,223 814,140 
Machinery - 0.6%   
Deere & Co. 311,000 32,045 
Illinois Tool Works, Inc. 1,866,300 228,547 
Ingersoll-Rand PLC 1,397,300 104,853 
PACCAR, Inc. 2,217,290 141,685 
Rational AG 41,449 18,500 
Snap-On, Inc. 172,199 29,493 
Xylem, Inc. 1,254,500 62,123 
  617,246 
Professional Services - 0.6%   
Equifax, Inc. 3,545,407 419,173 
IHS Markit Ltd. (a) 1,547,590 54,800 
Recruit Holdings Co. Ltd. 267,000 10,714 
RELX PLC 584,500 10,438 
TransUnion Holding Co., Inc. (a) 3,197,247 98,891 
  594,016 
Road & Rail - 0.2%   
Canadian Pacific Railway Ltd. 881,440 125,758 
J.B. Hunt Transport Services, Inc. 572,800 55,602 
  181,360 
Trading Companies & Distributors - 0.4%   
Air Lease Corp.:   
Class A (c) 1,483,964 50,944 
Class A 234,330 8,045 
HD Supply Holdings, Inc. (a) 6,865,933 291,871 
Univar, Inc. (a) 1,073,982 30,469 
  381,329 
TOTAL INDUSTRIALS  6,452,516 
INFORMATION TECHNOLOGY - 37.1%   
Communications Equipment - 0.3%   
Arista Networks, Inc. (a)(b) 1,582,610 153,149 
F5 Networks, Inc. (a) 241,100 34,892 
Harris Corp. 226,800 23,240 
Motorola Solutions, Inc. 676,215 56,051 
  267,332 
Electronic Equipment & Components - 1.8%   
Amphenol Corp. Class A (d) 24,058,718 1,616,746 
CDW Corp. 3,007,811 156,677 
IPG Photonics Corp. (a) 1,088,896 107,485 
  1,880,908 
Internet Software & Services - 13.5%   
Alibaba Group Holding Ltd. sponsored ADR (a) 1,553,581 136,420 
Alphabet, Inc.:   
Class A (a) 4,706,317 3,729,521 
Class C (a) 4,263,325 3,290,520 
Apptio, Inc. Class A 160,300 2,970 
Dropbox, Inc. (a)(f) 5,464,028 63,055 
eBay, Inc. (a) 407,760 12,106 
Facebook, Inc. Class A (a) 51,743,084 5,953,033 
LogMeIn, Inc. 824,502 79,606 
MercadoLibre, Inc. 153,100 23,905 
Nutanix, Inc. Class B 3,060,752 77,229 
Rightmove PLC 948,053 45,602 
Shopify, Inc. Class A (a) 339,000 14,533 
Tencent Holdings Ltd. 10,033,900 243,293 
Twilio, Inc. Class A 2,927,114 84,447 
  13,756,240 
IT Services - 5.4%   
Accenture PLC Class A 3,860,669 452,200 
ASAC II LP (a)(f) 39,494,500 6,635 
Computer Sciences Corp. 1,489,570 88,510 
CSRA, Inc. 2,682,000 85,395 
Fiserv, Inc. (a) 3,389,165 360,200 
Global Payments, Inc. 30,754 2,135 
Leidos Holdings, Inc. 222,500 11,379 
MasterCard, Inc. Class A 13,086,559 1,351,187 
PayPal Holdings, Inc. (a) 20,932,587 826,209 
Vantiv, Inc. (a) 576,375 34,363 
Visa, Inc. Class A 29,498,197 2,301,449 
  5,519,662 
Semiconductors & Semiconductor Equipment - 3.6%   
Acacia Communications, Inc. (b) 624,317 38,552 
Analog Devices, Inc. 323,900 23,522 
Applied Materials, Inc. 12,479,200 402,704 
Broadcom Ltd. 5,033,988 889,858 
KLA-Tencor Corp. 317,988 25,019 
Lam Research Corp. 5,502,475 581,777 
NVIDIA Corp. 4,166,632 444,746 
Qualcomm, Inc. 11,732,987 764,991 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 10,712,805 307,993 
Texas Instruments, Inc. 2,821,500 205,885 
  3,685,047 
Software - 9.4%   
Activision Blizzard, Inc. (d) 39,199,802 1,415,505 
Adobe Systems, Inc. (a) 12,938,334 1,332,001 
Autodesk, Inc. (a) 819,860 60,678 
CDK Global, Inc. 1,162,360 69,381 
Citrix Systems, Inc. (a) 2,419,200 216,059 
Electronic Arts, Inc. (a) 7,938,294 625,220 
Gigamon, Inc. (a) 467,671 21,302 
Intuit, Inc. 1,039,971 119,191 
Microsoft Corp. 42,494,023 2,640,579 
Nintendo Co. Ltd. 150,000 31,181 
Paycom Software, Inc. (a) 1,446,570 65,804 
RealPage, Inc. (a) 2,885,235 86,557 
Red Hat, Inc. (a) 268,200 18,694 
Salesforce.com, Inc. (a) 27,644,436 1,892,538 
ServiceNow, Inc.(a) 365,800 27,194 
Snap, Inc. 1,875,642 28,810 
Symantec Corp. 4,821,550 115,187 
Trion World, Inc. (a)(f) 4,607,810 415 
Trion World, Inc.:   
warrants 8/10/17 (a)(f) 124,589 0 
warrants 10/3/18 (a)(f) 183,516 0 
Ultimate Software Group, Inc. (a)(d) 1,872,825 341,510 
VMware, Inc. Class A (a)(b) 271,100 21,344 
Workday, Inc. Class A (a) 6,521,020 430,974 
  9,560,124 
Technology Hardware, Storage & Peripherals - 3.1%   
Apple, Inc. 26,108,334 3,023,867 
Samsung Electronics Co. Ltd. 97,142 144,998 
  3,168,865 
TOTAL INFORMATION TECHNOLOGY  37,838,178 
MATERIALS - 2.9%   
Chemicals - 1.4%   
Air Products & Chemicals, Inc. 2,585,799 371,890 
Celanese Corp. Class A 258,300 20,339 
E.I. du Pont de Nemours & Co. 2,961,300 217,359 
FMC Corp. 890,800 50,384 
LyondellBasell Industries NV Class A 349,200 29,954 
Monsanto Co. 227,807 23,968 
PPG Industries, Inc. 2,567,633 243,309 
Sherwin-Williams Co. 1,408,964 378,645 
The Chemours Co. LLC 1,933,887 42,720 
The Dow Chemical Co. 182,100 10,420 
Westlake Chemical Corp. 175,949 9,851 
  1,398,839 
Construction Materials - 0.4%   
Eagle Materials, Inc. 579,100 57,059 
Martin Marietta Materials, Inc. 1,344,958 297,949 
Vulcan Materials Co. 923,600 115,589 
  470,597 
Containers & Packaging - 0.2%   
Ball Corp. 1,993,818 149,676 
WestRock Co. 611,300 31,036 
  180,712 
Metals & Mining - 0.9%   
B2Gold Corp. (a)(d) 56,160,926 133,433 
Fortescue Metals Group Ltd. 7,882,539 33,505 
Franco-Nevada Corp. (b) 4,555,533 272,385 
Ivanhoe Mines Ltd. (a)(d) 44,902,208 84,945 
Ivanhoe Mines Ltd. (a)(c)(d) 15,466,509 29,259 
Newcrest Mining Ltd. 10,235,051 149,569 
Novagold Resources, Inc. (a) 7,580,726 34,667 
Nucor Corp. 1,415,300 84,239 
Steel Dynamics, Inc. 1,934,200 68,819 
Teck Resources Ltd. Class B (sub. vtg.) 1,383,500 27,688 
  918,509 
TOTAL MATERIALS  2,968,657 
REAL ESTATE - 0.1%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Tower Corp. 670,773 70,887 
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Class A (a)(f) 644,857 32,367 
TOTAL REAL ESTATE  103,254 
TELECOMMUNICATION SERVICES - 0.4%   
Wireless Telecommunication Services - 0.4%   
SoftBank Corp. 989,900 65,506 
T-Mobile U.S., Inc. (a) 6,545,657 376,441 
  441,947 
TOTAL COMMON STOCKS   
(Cost $57,924,714)  100,196,489 
Convertible Preferred Stocks - 1.6%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc.:   
Series D (a)(f) 578,817 60,776 
Series E (a)(f) 388,853 40,830 
Handy Technologies, Inc. Series C (a)(f) 3,537,042 13,443 
  115,049 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(f) 4,329,591 59,705 
HEALTH CARE - 0.2%   
Biotechnology - 0.1%   
23andMe, Inc. Series E (a)(f) 664,987 5,898 
Intarcia Therapeutics, Inc. Series CC (a)(f) 2,100,446 126,027 
  131,925 
Health Care Providers & Services - 0.1%   
Get Heal, Inc. Series B (f) 35,877,127 10,944 
Mulberry Health, Inc. Series A8 (f) 7,960,894 51,985 
  62,929 
TOTAL HEALTH CARE  194,854 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(f) 558,215 60,873 
INFORMATION TECHNOLOGY - 0.9%   
Internet Software & Services - 0.8%   
Dropbox, Inc.:   
Series A (a)(f) 1,260,898 14,551 
Series C (a)(f) 698,385 8,059 
Pinterest, Inc.:   
Series E, 8.00% (a)(f) 54,841,080 454,084 
Series F, 8.00% (a)(f) 3,455,720 28,613 
Series G, 8.00% (a)(f) 4,301,275 35,615 
Uber Technologies, Inc. Series D, 8.00% (a)(f) 4,868,916 237,468 
  778,390 
Software - 0.1%   
Cloudera, Inc. Series F (a)(f) 1,316,883 34,246 
Cloudflare, Inc. Series D 0.08% (a)(f) 4,303,714 20,357 
Delphix Corp. Series D (a)(f) 3,712,687 16,893 
Snap, Inc. Series F (a)(f) 1,875,642 28,810 
  100,306 
TOTAL INFORMATION TECHNOLOGY  878,696 
REAL ESTATE - 0.3%   
Real Estate Management & Development - 0.3%   
WeWork Companies, Inc.:   
Series E (a)(f) 5,803,713 291,301 
Series F (f) 269,484 13,526 
  304,827 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series D (a)(f) 2,538,649 11,729 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $928,087)  1,625,733 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Software - 0.0%   
Trion World, Inc. 12% 10/10/19 pay-in-kind(f)(g)   
(Cost $1,738) $1,741 765 
Bank Loan Obligations - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Multiline Retail - 0.0%   
JC Penney Corp., Inc. Tranche B, term loan 5.25% 6/23/23 (g) 21,801 21,883 
INDUSTRIALS - 0.0%   
Building Products - 0.0%   
Jeld-Wen, Inc. Tranche B 2LN, term loan 4.75% 7/1/22 (g) 24,631 24,908 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $46,200)  46,791 
 Shares Value (000s) 
Money Market Funds - 0.8%   
Fidelity Cash Central Fund, 0.60% (h) 204,282,440 204,323 
Fidelity Securities Lending Cash Central Fund 0.65% (h)(i) 630,195,832 630,259 
TOTAL MONEY MARKET FUNDS   
(Cost $834,550)  834,582 
TOTAL INVESTMENT PORTFOLIO - 100.6%   
(Cost $59,735,289)  102,704,360 
NET OTHER ASSETS (LIABILITIES) - (0.6)%  (639,219) 
NET ASSETS - 100%  $102,065,141 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

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

 (c) 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 $106,693,000 or 0.1% of net assets.

 (d) Affiliated company

 (e) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (f) 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 $1,897,659,000 or 1.9% of net assets.

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

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
23andMe, Inc. Series E 6/18/15 $7,200 
Airbnb, Inc. Series D 4/16/14 $23,565 
Airbnb, Inc. Series E 6/29/15 $36,200 
Altiostar Networks, Inc. Series D 1/7/15 $31,200 
ASAC II LP 10/10/13 $3,041 
Blue Apron, Inc. Series D 5/18/15 $57,700 
Centennial Resource Development, Inc. Class A 10/11/16 - 12/28/16 $85,917 
Cloudera, Inc. Series F 2/5/14 $19,174 
Cloudflare, Inc. Series D 0.08% 11/5/14 - 6/24/15 $26,827 
Delphix Corp. Series D 7/10/15 $33,414 
Dropbox, Inc. 5/2/12 $49,445 
Dropbox, Inc. Series A 5/29/12 $11,410 
Dropbox, Inc. Series C 1/30/14 $13,340 
Get Heal, Inc. Series B 11/7/16 $10,944 
Handy Technologies, Inc. Series C 10/14/15 $20,727 
Intarcia Therapeutics, Inc. Series CC 11/14/12 $28,629 
Mulberry Health, Inc. Series A8 1/20/16 $53,774 
Pinterest, Inc. Series E, 8.00% 10/23/13 $159,376 
Pinterest, Inc. Series F, 8.00% 5/15/14 $11,739 
Pinterest, Inc. Series G, 8.00% 2/27/15 $30,879 
Snap, Inc. Series F 2/12/16 $28,630 
Space Exploration Technologies Corp. Class A 10/16/15 $17,828 
Space Exploration Technologies Corp. Series G 1/20/15 $43,239 
Trion World, Inc. 8/22/08 - 3/20/13 $25,151 
Trion World, Inc. warrants 8/10/17 8/10/10 $0 
Trion World, Inc. warrants 10/3/18 10/10/13 $0 
Trion World, Inc. 12% 10/10/19 pay-in-kind 10/10/13 - 10/10/16 $1,738 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $75,532 
Weinstein Co. Holdings LLC Class A-1 unit 10/19/05 $41,234 
WeWork Companies, Inc. Class A 6/23/15 $21,209 
WeWork Companies, Inc. Series E 6/23/15 $190,882 
WeWork Companies, Inc. Series F 12/1/16 $13,526 

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 $10,918 
Fidelity Securities Lending Cash Central Fund 19,889 
Total $30,807 

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 
Activision Blizzard, Inc. $215,163 $173,662 $38,312 $1,439 $1,415,505 
Air Lease Corp. Class A 51,263 -- 1,562 341 -- 
Air Lease Corp. Class A 187,246 -- 150,100 545 -- 
Amphenol Corp. Class A 1,394,816 46,775 175,707 14,039 1,616,746 
B2Gold Corp. 57,677 2,023 3,933 -- 133,433 
Birchcliff Energy Ltd. 16,025 10,999 3,813 -- 154,808 
Birchcliff Energy Ltd. 2,003 -- -- -- 4,788 
Chipotle Mexican Grill, Inc. 934,389 31,763 648,188 -- -- 
Ivanhoe Mines Ltd. 4,308 55,770 28,917 -- 84,945 
Ivanhoe Mines Ltd. 7,027 -- 740 -- 29,259 
Liberty Media Corp. Liberty Media Class C -- 24,978 1,222 -- 62,558 
Liberty Media Corp. Liberty SiriusXM Class A -- 12,118 282 -- 11,502 
Liberty Media Corp. Liberty SiriusXM Class C -- 21,315 4,627 -- 180,839 
LINE Corp. ADR -- 19,802 20,541 -- -- 
Metro Bank PLC -- 863,678 5,956 -- 221,999 
Metro Bank PLC Class A 81,353 45,687 -- -- -- 
Mettler-Toledo International, Inc. 555,432 85,010 22,566 -- 755,194 
Ollie's Bargain Outlet Holdings, Inc. 41 69,293 20,451 -- -- 
Ultimate Software Group, Inc. 291,863 88,417 10,938 -- 341,510 
Total $3,798,606 $1,551,290 $1,137,855 $16,364 $5,013,086 

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


Investment Valuation

The following is a summary of the inputs used, as of December 31, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $18,879,441 $18,668,309 $93,092 $118,040 
Consumer Staples 4,151,350 4,091,645 -- 59,705 
Energy 3,101,124 3,059,577 41,547 -- 
Financials 16,552,565 16,428,253 124,312 -- 
Health Care 10,077,065 9,882,211 -- 194,854 
Industrials 6,513,389 6,430,672 -- 82,717 
Information Technology 38,716,874 37,387,560 351,703 977,611 
Materials 2,968,657 2,968,657 -- -- 
Real Estate 408,081 70,887 -- 337,194 
Telecommunication Services 453,676 376,441 65,506 11,729 
Corporate Bonds 765 -- -- 765 
Bank Loan Obligations 46,791 -- 46,791 -- 
Money Market Funds 834,582 834,582 -- -- 
Total Investments in Securities: $102,704,360 $100,198,794 $722,951 $1,782,615 

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

(Amounts in thousands)  
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $2,047,464 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (661,361) 
Cost of Purchases 82,770 
Proceeds of Sales (491,262) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $977,611 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $(668,702) 
Other Investments in Securities  
Beginning Balance $928,809 
Net Realized Gain (Loss) on Investment Securities (427) 
Net Unrealized Gain (Loss) on Investment Securities 60,841 
Cost of Purchases 124,183 
Proceeds of Sales (308,402) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $805,004 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $61,585 

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

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  December 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $600,750) — See accompanying schedule:
Unaffiliated issuers (cost $56,449,382) 		$96,856,692  
Fidelity Central Funds (cost $834,550) 834,582  
Other affiliated issuers (cost $2,451,357) 5,013,086  
Total Investments (cost $59,735,289)  $102,704,360 
Receivable for investments sold   
Regular delivery  726,259 
Delayed delivery  62 
Receivable for fund shares sold  76,986 
Dividends receivable  55,189 
Interest receivable  348 
Distributions receivable from Fidelity Central Funds  1,242 
Prepaid expenses  283 
Other receivables  21,750 
Total assets  103,586,479 
Liabilities   
Payable to custodian bank $1  
Payable for investments purchased 103,163  
Payable for fund shares redeemed 740,631  
Accrued management fee 32,773  
Other affiliated payables 10,439  
Other payables and accrued expenses 4,182  
Collateral on Securities Loaned 630,149  
Total liabilities  1,521,338 
Net Assets  $102,065,141 
Net Assets consist of:   
Paid in capital  $58,748,655 
Undistributed net investment income  11,928 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  335,540 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  42,969,018 
Net Assets  $102,065,141 
Contrafund:   
Net Asset Value, offering price and redemption price per share ($73,034,605 ÷ 741,824 shares)  $98.45 
Class K:   
Net Asset Value, offering price and redemption price per share ($29,030,536 ÷ 295,097 shares)  $98.38 

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


Statement of Operations

Amounts in thousands  Year ended December 31, 2016 
Investment Income   
Dividends (including $16,364 earned from other affiliated issuers)  $988,234 
Interest  4,904 
Income from Fidelity Central Funds  30,807 
Total income  1,023,945 
Expenses   
Management fee   
Basic fee $579,704  
Performance adjustment (22,780)  
Transfer agent fees 123,726  
Accounting and security lending fees 3,651  
Custodian fees and expenses 1,567  
Independent trustees' fees and expenses 460  
Depreciation in deferred trustee compensation account (1)  
Registration fees 520  
Audit 280  
Legal 275  
Interest 9  
Miscellaneous 798  
Total expenses before reductions 688,209  
Expense reductions (2,444) 685,765 
Net investment income (loss)  338,180 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 5,406,189  
Fidelity Central Funds 278  
Other affiliated issuers 341,757  
Foreign currency transactions 906  
Total net realized gain (loss)  5,749,130 
Change in net unrealized appreciation (depreciation) on:
Investment securities 		(2,528,631)  
Assets and liabilities in foreign currencies 135  
Total change in net unrealized appreciation (depreciation)  (2,528,496) 
Net gain (loss)  3,220,634 
Net increase (decrease) in net assets resulting from operations  $3,558,814 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended December 31, 2016 Year ended December 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $338,180 $396,292 
Net realized gain (loss) 5,749,130 7,845,998 
Change in net unrealized appreciation (depreciation) (2,528,496) (1,344,828) 
Net increase (decrease) in net assets resulting from operations 3,558,814 6,897,462 
Distributions to shareholders from net investment income (330,490) (359,493) 
Distributions to shareholders from net realized gain (3,609,095) (5,311,883) 
Total distributions (3,939,585) (5,671,376) 
Share transactions - net increase (decrease) (6,837,671) (1,478,787) 
Total increase (decrease) in net assets (7,218,442) (252,701) 
Net Assets   
Beginning of period 109,283,583 109,536,284 
End of period $102,065,141 $109,283,583 
Other Information   
Undistributed net investment income end of period $11,928 $11,053 

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


Financial Highlights — Fidelity Contrafund

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $98.92 $97.97 $96.14 $77.57 $67.45 
Income from Investment Operations      
Net investment income (loss)A .29 .33 .30 .33 .30 
Net realized and unrealized gain (loss) 2.99 5.89 8.67 25.70 10.66 
Total from investment operations 3.28 6.22 8.97 26.03 10.96 
Distributions from net investment income (.29) (.31) (.25) (.13) (.19)B 
Distributions from net realized gain (3.46) (4.96) (6.89) (7.33) (.65)B 
Total distributions (3.75) (5.27) (7.14) (7.46) (.84) 
Net asset value, end of period $98.45 $98.92 $97.97 $96.14 $77.57 
Total ReturnC 3.36% 6.46% 9.56% 34.15% 16.26% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .68% .71% .64% .67% .74% 
Expenses net of fee waivers, if any .68% .71% .64% .67% .74% 
Expenses net of all reductions .68% .70% .64% .66% .74% 
Net investment income (loss) .29% .33% .31% .37% .40% 
Supplemental Data      
Net assets, end of period (in millions) $73,035 $77,724 $75,057 $74,962 $58,769 
Portfolio turnover rateF 41%G 35%G 45%G 46% 48% 

 A Calculated based on average shares outstanding during the period.

 B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

 D 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.

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

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

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


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


Financial Highlights — Fidelity Contrafund Class K

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $98.84 $97.90 $96.07 $77.51 $67.40 
Income from Investment Operations      
Net investment income (loss)A .38 .43 .40 .42 .39 
Net realized and unrealized gain (loss) 3.01 5.88 8.68 25.70 10.65 
Total from investment operations 3.39 6.31 9.08 26.12 11.04 
Distributions from net investment income (.39) (.41) (.36) (.23) (.28)B 
Distributions from net realized gain (3.46) (4.96) (6.89) (7.33) (.65)B 
Total distributions (3.85) (5.37) (7.25) (7.56) (.93) 
Net asset value, end of period $98.38 $98.84 $97.90 $96.07 $77.51 
Total ReturnC 3.48% 6.55% 9.68% 34.30% 16.40% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .58% .61% .54% .56% .63% 
Expenses net of fee waivers, if any .58% .61% .54% .56% .63% 
Expenses net of all reductions .58% .61% .54% .56% .62% 
Net investment income (loss) .39% .43% .41% .48% .51% 
Supplemental Data      
Net assets, end of period (in millions) $29,031 $31,560 $34,479 $35,982 $25,644 
Portfolio turnover rateF 41%G 35%G 45%G 46% 48% 

 A Calculated based on average shares outstanding during the period.

 B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

 D 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.

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

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

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


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


Notes to Financial Statements

For the period ended December 31, 2016
(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.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 12/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Corporate Bonds $765 Recovery value Recovery value 43.9% Increase 
Equities $1,781,850 Discounted cash flow Discount rate 8.0% - 22.1% / 9.9% Decrease 
   Growth rate 2.0% - 3.0% / 2.9% Increase 
   Discount for lack of marketability 20.0% - 25.0% / 20.7% Decrease 
   Weighted average cost of capital (WACC) 25.0% Decrease 
  Market Approach Discount rate 3.0% - 50.0% / 10.4% Decrease
 
   Transaction price $0.31 - $105.00 / $55.02 Increase
 
   Discount for lack of marketability 15.0% - 30.0% / 17.7% Decrease
 
   Premium rate 10.0% - 130.0% / 57.9% Increase 
  Market comparable Enterprise value/Sales multiple (EV/S) 0.6 - 6.7 / 3.9 Increase 
   Enterprise value/EBITDA multiple (EV/EBITDA) 8.5 Increase 
   Enterprise value/Gross profit multiple (EV/GP) 5.2 Increase 
  Recovery value Recovery value 0.0% - 0.2% / 0.2% Increase 
   Liquidity preference $5.86 - $6.75 / $12.61 Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


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 December 31, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $43,713,171 
Gross unrealized depreciation (1,073,781) 
Net unrealized appreciation (depreciation) on securities $42,639,390 
Tax Cost $60,064,970 

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

Undistributed ordinary income $15,596 
Undistributed long-term capital gain $665,221 
Net unrealized appreciation (depreciation) on securities and other investments $42,639,336 

The tax character of distributions paid was as follows:

 December 31, 2016 December 31, 2015 
Ordinary Income $330,490 $ 359,493 
Long-term Capital Gains 3,609,095 5,311,883 
Total $3,939,585 $ 5,671,376 

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.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $2,991 in this Subsidiary, representing .00% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $41,593,047 and $44,902,346, respectively.

Redemptions In-Kind. During the period, 32,360 shares of the Fund held by unaffiliated entities were redeemed in-kind for investments and cash, including accrued interest, with a value of $ 3,198,227. The net realized gain of $1,930,771 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Prior Fiscal Year Redemptions In-Kind. During the prior period, 38,490 shares of the Fund held by unaffiliated entities were redeemed in-kind for investments and cash with a value of $3,871,187. The Fund had a net realized gain of $2,307,282 on investments delivered through the in-kind redemptions. The amount of the in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Contrafund as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .53% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of 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
Class-Level Average
Net Assets 
Contrafund $109,459 .15 
Class K 14,267 .05 
 $ 123,726  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $986 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $44,368 .71% $9 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $272 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,051. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $19,889, including $604 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $1,646 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $8.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $790.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
December 31, 2016 		Year ended December 31, 2015 
From net investment income   
Contrafund $214,155 $234,900 
Class K 116,335 124,593 
Total $330,490 $359,493 
From net realized gain   
Contrafund $2,569,613 $3,753,385 
Class K 1,039,482 1,558,498 
Total $3,609,095 $5,311,883 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended
December 31, 2016 		Year ended December 31, 2015 Year ended
December 31, 2016 		Year ended December 31, 2015 
Contrafund     
Shares sold 78,941 88,333 $7,647,980 $8,950,532 
Reinvestment of distributions 27,050 38,937 2,642,747 3,803,760 
Shares redeemed (149,912)(a) (107,615)(b) (14,712,987)(a) (10,887,026)(b) 
Net increase (decrease) (43,921) 19,655 $(4,422,260) $1,867,266 
Class K     
Shares sold 52,783 62,375 $5,115,103 $6,324,048 
Reinvestment of distributions 11,835 17,242 1,155,817 1,683,091 
Shares redeemed (88,812)(a) (112,522)(b) (8,686,331)(a) (11,353,192)(b) 
Net increase (decrease) (24,194) (32,905) $(2,415,411) $(3,346,053) 

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

 (b) Amount includes in-kind redemptions (see Note 4: Prior Fiscal Year Redemptions In-Kind).


11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and 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) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fidelity 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 as of December 31, 2016 by correspondence with the custodian, agent banks and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 14, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 169 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (July 1, 2016 to December 31, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
July 1, 2016 		Ending
Account Value
December 31, 2016 		Expenses Paid
During Period-B
July 1, 2016
to December 31, 2016 
Contrafund .62%    
Actual  $1,000.00 $1,046.20 $3.19 
Hypothetical-C  $1,000.00 $1,022.02 $3.15 
Class K .52%    
Actual  $1,000.00 $1,046.70 $2.68 
Hypothetical-C  $1,000.00 $1,022.52 $2.64 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Contrafund 02/13/2017 02/10/2017 $0.016 $0.660 
Class K 02/13/2017 02/10/2017 $0.016 $0.660 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2016, $3,847,236,280, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Contrafund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Contrafund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Contrafund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

CON-K-ANN-0217
1.863188.108

Fidelity® Series Opportunistic Insights Fund

Fidelity® Series Opportunistic Insights Fund
Class F



Annual Report

December 31, 2016



Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


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, or for Class F, 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. © 2017 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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended December 31, 2016 Past 1 year Life of fundA 
Fidelity® Series Opportunistic Insights Fund 1.33% 13.87% 
Class F 1.56% 14.07% 

 A From December 6, 2012


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Opportunistic Insights Fund, a class of the fund, on December 6, 2012, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Index performed over the same period.


Period Ending Values
$16,967Fidelity® Series Opportunistic Insights Fund
$17,249Russell 3000® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500® index returned 11.96% in 2016, rising sharply on post-election optimism for economic growth. The year began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. Stocks reacted to the outcome by reaching a series of all-time highs. For the year, energy (+27%) led the way amid two strong rallies in commodity prices, one in the spring and another in November. Telecommunication services (+23%) was close behind, as demand for dividend-paying equities was high early in the period. Cyclical sectors, including financials (+22%), industrials (+18%) and materials (+17%), also posted strong gains. Conversely, consumer staples (+5%) and consumer discretionary (+6%) lagged the index, the latter hurt as online competition continued to pressure brick-and-mortar retailers. Real estate (+3%) struggled due to expectations for rising interest rates, while health care (-2%) was hampered by an uncertain political and regulatory outlook.

Comments from Portfolio Manager William Danoff:  For the year, the fund’s share classes gained about 1% to 2%, trailing the 12.74% advance of the benchmark Russell 3000® Index. Versus the benchmark, security selection in the information technology sector was the fund's biggest detractor. Fundamentals in technology were fine during the year, but the stocks of many leading tech companies lagged as valuations fell. These included salesforce.com and Alphabet, both sizable overweightings for the fund. Cloud-computing firm salesforce.com gained market share in enterprise sales, grew sales and increased earnings per share over the past 12 months, but its share price returned roughly -13%. Alphabet, a leader in web search and machine learning, increased both sales and earnings, but its stock rose only about 2%. Elsewhere, an overweighted stake in biotechnology firm Gilead Sciences was the largest relative detractor, as shares were hampered by scrutiny of drug prices. Lastly, our allocation to cash hurt in a rising market. Conversely, our top relative contributor was our decision to avoid benchmark stock Allergan. Shares of the Ireland-headquartered drugmaker fell in April after federal regulators blocked its proposed merger with Pfizer. It also helped to overweight health care services company UnitedHealth Group. The firm’s earnings per share rose 25% the past four quarters, and the stock gained roughly 38%.

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

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Facebook, Inc. Class A 9.8 10.0 
Amazon.com, Inc. 4.5 4.1 
Berkshire Hathaway, Inc. Class A 3.6 3.3 
Alphabet, Inc. Class A 2.6 2.4 
Alphabet, Inc. Class C 2.4 2.3 
Salesforce.com, Inc. 2.3 2.6 
Apple, Inc. 2.0 1.4 
UnitedHealth Group, Inc. 1.9 1.6 
Starbucks Corp. 1.9 2.4 
Visa, Inc. Class A 1.8 1.8 
 32.8  

Top Five Market Sectors as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 39.4 34.1 
Consumer Discretionary 19.0 21.2 
Financials 11.1 10.3 
Health Care 9.5 13.0 
Industrials 5.7 5.9 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of December 31, 2016* 
   Stocks 94.2% 
   Convertible Securities 2.7% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.1% 


 * Foreign investments - 7.8%


As of June 30, 2016* 
   Stocks 95.9% 
   Convertible Securities 2.7% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.3% 


 * Foreign investments - 9.1%


Investments December 31, 2016

Showing Percentage of Net Assets

Common Stocks - 94.2%   
 Shares Value 
CONSUMER DISCRETIONARY - 18.9%   
Automobiles - 1.7%   
BYD Co. Ltd. (H Shares) 96,500 $505,835 
Fuji Heavy Industries Ltd. 29,600 1,208,566 
General Motors Co. 305,000 10,626,200 
Harley-Davidson, Inc. 16,500 962,610 
Mahindra & Mahindra Ltd. 258,425 4,505,307 
Maruti Suzuki India Ltd. 90,105 7,053,509 
Tesla Motors, Inc. (a)(b) 339,516 72,551,174 
  97,413,201 
Diversified Consumer Services - 0.1%   
Bright Horizons Family Solutions, Inc. (a) 23,907 1,673,968 
Weight Watchers International, Inc. (a) 317,000 3,629,650 
  5,303,618 
Hotels, Restaurants & Leisure - 3.0%   
ARAMARK Holdings Corp. 187,800 6,708,216 
Chipotle Mexican Grill, Inc. (a)(b) 36,714 13,852,926 
Churchill Downs, Inc. 3,900 586,755 
Chuy's Holdings, Inc. (a) 104,800 3,400,760 
Compass Group PLC 57,200 1,057,145 
Cracker Barrel Old Country Store, Inc. (b) 3,500 584,430 
Darden Restaurants, Inc. 27,200 1,977,984 
Del Taco Restaurants, Inc. (a) 43,435 613,302 
Domino's Pizza, Inc. 40,178 6,397,945 
Hilton Worldwide Holdings, Inc. 22,200 603,840 
Marriott International, Inc. Class A 213,200 17,627,376 
Papa John's International, Inc. 7,000 599,060 
Popeyes Louisiana Kitchen, Inc. (a) 52,300 3,163,104 
Royal Caribbean Cruises Ltd. 57,900 4,750,116 
Sodexo SA 5,100 586,242 
Starbucks Corp. 1,929,500 107,125,840 
Texas Roadhouse, Inc. Class A 12,800 617,472 
U.S. Foods Holding Corp. 23,100 634,788 
Vail Resorts, Inc. 19,340 3,119,735 
  174,007,036 
Household Durables - 0.2%   
Mohawk Industries, Inc. (a) 53,394 10,661,714 
Internet & Direct Marketing Retail - 6.9%   
Amazon.com, Inc. (a) 339,817 254,818,574 
ASOS PLC (a) 9,600 587,293 
Netflix, Inc. (a) 562,673 69,658,917 
Priceline Group, Inc. (a) 41,850 61,354,611 
Start Today Co. Ltd. 34,000 587,345 
Takeaway.com Holding BV (c) 48,500 1,199,758 
TripAdvisor, Inc. (a) 159,205 7,382,336 
  395,588,834 
Media - 2.4%   
CBS Corp. Class B 8,838 562,274 
Charter Communications, Inc. Class A (a) 112,305 32,334,856 
DISH Network Corp. Class A (a) 11,800 683,574 
Interpublic Group of Companies, Inc. 150,713 3,528,191 
Liberty Broadband Corp.:   
Class A (a) 94,999 6,883,628 
Class C (a) 164,374 12,175,182 
Liberty Global PLC:   
Class A (a) 377,652 11,552,375 
LiLAC Class A (a) 83,417 1,831,837 
LiLAC Class C (a) 25,362 536,914 
Liberty Media Corp.:   
Liberty Media Class C (a) 220,749 6,916,066 
Liberty SiriusXM Class A (a) 16,500 569,580 
Liberty SiriusXM Class C (a) 690,196 23,411,448 
Megacable Holdings S.A.B. de CV unit 9,579 32,074 
Naspers Ltd. Class N 25,400 3,708,188 
Omnicom Group, Inc. 57,932 4,930,593 
Sirius XM Holdings, Inc. (b) 1,088,612 4,844,323 
The Walt Disney Co. 195,300 20,354,166 
  134,855,269 
Multiline Retail - 0.5%   
Dollar Tree, Inc. (a) 93,300 7,200,894 
Dollarama, Inc. 7,900 578,857 
Next PLC 97,141 5,965,477 
Ollie's Bargain Outlet Holdings, Inc. (a) 583,119 16,589,736 
  30,334,964 
Specialty Retail - 2.9%   
AutoNation, Inc. (a) 19,300 938,945 
AutoZone, Inc. (a) 15,802 12,480,262 
Best Buy Co., Inc. 75,300 3,213,051 
Home Depot, Inc. 284,100 38,092,128 
Inditex SA 15,949 544,458 
Nitori Holdings Co. Ltd. 23,500 2,686,289 
O'Reilly Automotive, Inc. (a) 111,381 31,009,584 
Ross Stores, Inc. 103,900 6,815,840 
TJX Companies, Inc. 895,627 67,288,457 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 12,700 3,237,738 
Urban Outfitters, Inc. (a) 18,700 532,576 
  166,839,328 
Textiles, Apparel& Luxury Goods - 1.2%   
adidas AG 69,400 10,969,045 
Coach, Inc. 332,800 11,654,656 
NIKE, Inc. Class B 784,550 39,878,677 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 67,600 1,963,780 
Class C (non-vtg.) 211,458 5,322,398 
  69,788,556 
TOTAL CONSUMER DISCRETIONARY  1,084,792,520 
CONSUMER STAPLES - 4.8%   
Beverages - 0.6%   
Boston Beer Co., Inc. Class A (a)(b) 80,932 13,746,300 
Coca-Cola Bottling Co. Consolidated 69,800 12,483,730 
Constellation Brands, Inc. Class A (sub. vtg.) 22,710 3,481,670 
Kweichow Moutai Co. Ltd. (A Shares) 31,000 1,491,526 
PepsiCo, Inc. 42,400 4,436,312 
The Coca-Cola Co. 16,100 667,506 
  36,307,044 
Food & Staples Retailing - 0.8%   
Alimentation Couche-Tard, Inc. Class B (sub. vtg.) 109,100 4,946,939 
Costco Wholesale Corp. 186,800 29,908,548 
Sysco Corp. 176,900 9,794,953 
  44,650,440 
Food Products - 0.8%   
Associated British Foods PLC 385,301 13,034,494 
Mondelez International, Inc. 480,165 21,285,714 
The Kraft Heinz Co. 167,000 14,582,440 
  48,902,648 
Household Products - 1.5%   
Colgate-Palmolive Co. 1,255,815 82,180,534 
Spectrum Brands Holdings, Inc. 16,137 1,974,039 
  84,154,573 
Personal Products - 1.1%   
Estee Lauder Companies, Inc. Class A 793,008 60,657,182 
L'Oreal SA 11,478 2,095,074 
  62,752,256 
TOTAL CONSUMER STAPLES  276,766,961 
ENERGY - 3.4%   
Energy Equipment & Services - 0.3%   
Schlumberger Ltd. 213,864 17,953,883 
Oil, Gas & Consumable Fuels - 3.1%   
Anadarko Petroleum Corp. 93,900 6,547,647 
Birchcliff Energy Ltd. (a) 1,024,500 7,149,715 
Canadian Natural Resources Ltd. 351,300 11,195,864 
Centennial Resource Development, Inc.:   
Class A (d) 278,900 5,499,908 
Class A (a)(b) 333,746 6,581,471 
Class A (d) 129,800 2,303,690 
Cimarex Energy Co. 12,400 1,685,160 
Concho Resources, Inc. (a) 68,026 9,020,248 
Continental Resources, Inc. (a) 222,000 11,441,880 
Diamondback Energy, Inc. (a) 162,890 16,461,663 
Encana Corp. 351,700 4,128,248 
EOG Resources, Inc. 650,524 65,767,976 
Extraction Oil & Gas, Inc. 63,631 1,275,165 
Par Pacific Holdings, Inc. (a)(b) 2,417 35,143 
PDC Energy, Inc. (a) 39,800 2,888,684 
Peyto Exploration & Development Corp. (b) 20,500 507,061 
Pioneer Natural Resources Co. 86,230 15,527,436 
PrairieSky Royalty Ltd. 80,624 1,917,946 
TAG Oil Ltd. (a) 1,137,300 652,233 
Tamarack Valley Energy Ltd. (a) 1,103,700 2,844,227 
Tesoro Corp. 20,700 1,810,215 
  175,241,580 
TOTAL ENERGY  193,195,463 
FINANCIALS - 10.9%   
Banks - 5.0%   
Banco Santander Chile sponsored ADR 175,900 3,846,933 
Bank of America Corp. 1,130,100 24,975,210 
Capitec Bank Holdings Ltd. 24,900 1,260,071 
Citigroup, Inc. 1,453,627 86,389,053 
Citizens Financial Group, Inc. 17,400 619,962 
HDFC Bank Ltd. sponsored ADR 375,141 22,763,556 
JPMorgan Chase & Co. 318,500 27,483,365 
Kotak Mahindra Bank Ltd. 405,924 4,299,101 
M&T Bank Corp. 72,633 11,361,980 
Metro Bank PLC 1,800 64,886 
PNC Financial Services Group, Inc. 79,900 9,345,104 
PT Bank Central Asia Tbk 521,700 600,212 
U.S. Bancorp 239,100 12,282,567 
Wells Fargo & Co. 1,479,894 81,556,958 
  286,848,958 
Capital Markets - 1.3%   
BlackRock, Inc. Class A 44,253 16,840,037 
CBOE Holdings, Inc. 25,100 1,854,639 
Charles Schwab Corp. 90,300 3,564,141 
CME Group, Inc. 30,100 3,472,035 
Goldman Sachs Group, Inc. 18,300 4,381,935 
IntercontinentalExchange, Inc. 101,700 5,737,914 
MarketAxess Holdings, Inc. 9,200 1,351,664 
Morgan Stanley 241,700 10,211,825 
MSCI, Inc. 75,931 5,981,844 
Oaktree Capital Group LLC Class A 188,190 7,057,125 
S&P Global, Inc. 116,716 12,551,639 
  73,004,798 
Consumer Finance - 0.1%   
Capital One Financial Corp. 54,900 4,789,476 
Diversified Financial Services - 3.6%   
Berkshire Hathaway, Inc. Class A (a) 861 210,188,181 
Insurance - 0.9%   
Admiral Group PLC 155,300 3,496,727 
Chubb Ltd. 252,705 33,387,385 
Direct Line Insurance Group PLC 692,641 3,153,238 
Fairfax Financial Holdings Ltd. (sub. vtg.) 11,500 5,554,500 
Marsh & McLennan Companies, Inc. 88,278 5,966,710 
  51,558,560 
TOTAL FINANCIALS  626,389,973 
HEALTH CARE - 9.5%   
Biotechnology - 2.3%   
Acceleron Pharma, Inc. (a) 66,948 1,708,513 
Aduro Biotech, Inc. (a) 14,752 168,173 
Advaxis, Inc. (a) 215,588 1,543,610 
Agios Pharmaceuticals, Inc. (a) 70,297 2,933,494 
Amgen, Inc. 82,800 12,106,188 
Celgene Corp.(a) 28,900 3,345,175 
Enanta Pharmaceuticals, Inc. (a) 74,626 2,499,971 
Five Prime Therapeutics, Inc. (a) 10,259 514,078 
Genmab A/S (a) 33,400 5,547,356 
Gilead Sciences, Inc. 875,495 62,694,197 
Intrexon Corp. (a)(b) 171,250 4,161,375 
Macrogenics, Inc. (a) 123,100 2,516,164 
NantKwest, Inc. (a)(b) 66,142 378,332 
Neurocrine Biosciences, Inc. (a) 158,242 6,123,965 
Opko Health, Inc. (a)(b) 262,277 2,439,176 
OvaScience, Inc. (a)(b) 1,137,174 1,739,876 
Regeneron Pharmaceuticals, Inc. (a) 41,600 15,270,944 
TESARO, Inc. (a) 33,800 4,545,424 
uniQure B.V. (a) 54,800 306,880 
  130,542,891 
Health Care Equipment & Supplies - 2.4%   
Baxter International, Inc. 50,700 2,248,038 
Becton, Dickinson & Co. 72,153 11,944,929 
Boston Scientific Corp. (a) 1,952,400 42,230,412 
C.R. Bard, Inc. 22,178 4,982,509 
Danaher Corp. 316,320 24,622,349 
DexCom, Inc. (a) 170,835 10,198,850 
Edwards Lifesciences Corp. (a) 171,002 16,022,887 
Intuitive Surgical, Inc. (a) 16,700 10,590,639 
Medtronic PLC 132,681 9,450,868 
Nevro Corp. (a) 57,417 4,171,919 
Penumbra, Inc. (a) 25,108 1,601,890 
  138,065,290 
Health Care Providers & Services - 3.0%   
Aetna, Inc. 4,600 570,446 
HealthEquity, Inc. (a) 17,000 688,840 
Henry Schein, Inc. (a) 403,097 61,153,846 
Humana, Inc. 14,600 2,978,838 
Surgical Care Affiliates, Inc. (a) 4,053 187,532 
UnitedHealth Group, Inc. 673,466 107,781,499 
  173,361,001 
Health Care Technology - 0.0%   
Cerner Corp. (a) 23,800 1,127,406 
Medidata Solutions, Inc. (a) 30,637 1,521,740 
NantHealth, Inc. 800 7,952 
  2,657,098 
Life Sciences Tools & Services - 1.0%   
Agilent Technologies, Inc. 37,800 1,722,168 
Eurofins Scientific SA 3,800 1,620,028 
ICON PLC (a) 7,500 564,000 
Mettler-Toledo International, Inc. (a) 75,038 31,407,905 
PRA Health Sciences, Inc. (a) 10,800 595,296 
Thermo Fisher Scientific, Inc. 68,319 9,639,811 
Waters Corp. (a) 75,765 10,182,058 
  55,731,266 
Pharmaceuticals - 0.8%   
Aralez Pharmaceuticals, Inc. (a)(b) 240,097 1,058,828 
Bristol-Myers Squibb Co. 629,432 36,784,006 
Dermira, Inc. (a) 51,500 1,561,995 
H Lundbeck A/S (a) 32,900 1,338,360 
Jiangsu Hengrui Medicine Co. Ltd. (A Shares) 90,801 594,881 
Teva Pharmaceutical Industries Ltd. sponsored ADR 113,760 4,123,800 
WAVE Life Sciences (a) 300 7,845 
  45,469,715 
TOTAL HEALTH CARE  545,827,261 
INDUSTRIALS - 5.6%   
Aerospace & Defense - 1.0%   
General Dynamics Corp. 74,617 12,883,371 
L-3 Communications Holdings, Inc. 15,300 2,327,283 
Northrop Grumman Corp. 87,720 20,401,918 
Raytheon Co. 56,100 7,966,200 
Saab AB (B Shares) 16,900 631,621 
Space Exploration Technologies Corp. Class A (a)(d) 10,959 1,195,079 
The Boeing Co. 28,400 4,421,312 
TransDigm Group, Inc. 37,200 9,261,312 
  59,088,096 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 40,545 2,970,327 
Expeditors International of Washington, Inc. 11,400 603,744 
FedEx Corp. 100,400 18,694,480 
XPO Logistics, Inc. (a) 54,305 2,343,804 
  24,612,355 
Airlines - 0.9%   
Ryanair Holdings PLC sponsored ADR (a) 250,257 20,836,398 
Southwest Airlines Co. 602,800 30,043,552 
  50,879,950 
Building Products - 0.6%   
A.O. Smith Corp. 68,674 3,251,714 
Fortune Brands Home & Security, Inc. 157,369 8,412,947 
Masco Corp. 609,105 19,259,900 
Toto Ltd. 124,700 4,934,652 
  35,859,213 
Commercial Services & Supplies - 0.1%   
Cintas Corp. 33,500 3,871,260 
Copart, Inc. (a) 27,438 1,520,340 
  5,391,600 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc. (a) 15,399 877,743 
Electrical Equipment - 0.6%   
Acuity Brands, Inc. 57,798 13,343,246 
Eaton Corp. PLC 43,000 2,884,870 
Fortive Corp. 281,760 15,110,789 
  31,338,905 
Industrial Conglomerates - 0.4%   
3M Co. 116,252 20,759,120 
Machinery - 0.6%   
Deere & Co. 17,100 1,761,984 
Fanuc Corp. 1,400 234,212 
Illinois Tool Works, Inc. 103,804 12,711,838 
Ingersoll-Rand PLC 74,000 5,552,960 
PACCAR, Inc. 118,624 7,580,074 
Rational AG 2,700 1,205,074 
Snap-On, Inc. 10,600 1,815,462 
Xylem, Inc. 69,700 3,451,544 
  34,313,148 
Professional Services - 0.6%   
Equifax, Inc. 212,625 25,138,654 
IHS Markit Ltd. (a) 77,374 2,739,813 
Recruit Holdings Co. Ltd. 14,500 581,861 
RELX PLC 33,700 601,797 
TransUnion Holding Co., Inc. (a) 173,376 5,362,520 
  34,424,645 
Road & Rail - 0.1%   
Canadian Pacific Railway Ltd. 8,800 1,255,523 
J.B. Hunt Transport Services, Inc. 31,400 3,047,998 
  4,303,521 
Trading Companies & Distributors - 0.3%   
Air Lease Corp. Class A 6,776 232,620 
HD Supply Holdings, Inc. (a) 385,142 16,372,386 
Univar, Inc. (a) 63,890 1,812,559 
  18,417,565 
TOTAL INDUSTRIALS  320,265,861 
INFORMATION TECHNOLOGY - 37.5%   
Communications Equipment - 0.3%   
Arista Networks, Inc. (a) 92,073 8,909,904 
F5 Networks, Inc. (a) 13,000 1,881,360 
Harris Corp. 12,100 1,239,887 
Motorola Solutions, Inc. 36,600 3,033,774 
Palo Alto Networks, Inc. (a) 3,600 450,180 
  15,515,105 
Electronic Equipment & Components - 1.8%   
Amphenol Corp. Class A 1,299,002 87,292,934 
CDW Corp. 167,600 8,730,284 
IPG Photonics Corp. (a) 64,007 6,318,131 
  102,341,349 
Internet Software & Services - 15.7%   
Alibaba Group Holding Ltd. sponsored ADR (a) 86,332 7,580,813 
Alphabet, Inc.:   
Class A (a) 190,661 151,089,309 
Class C (a) 177,443 136,954,056 
Apptio, Inc. Class A 9,000 166,770 
eBay, Inc. (a) 46,300 1,374,647 
Facebook, Inc. Class A (a) 4,906,094 564,446,112 
LogMeIn, Inc. 44,616 4,307,675 
MercadoLibre, Inc. 8,300 1,295,962 
Nutanix, Inc. Class B 171,960 4,338,895 
Rightmove PLC 56,311 2,708,591 
Shopify, Inc. Class A (a) 18,800 805,956 
SurveyMonkey (a)(d) 458,038 4,960,552 
Tencent Holdings Ltd. 571,800 13,864,500 
Twilio, Inc. Class A 162,109 4,676,845 
  898,570,683 
IT Services - 4.8%   
Accenture PLC Class A 182,157 21,336,049 
ASAC II LP (a)(d) 1,788,160 300,411 
Computer Sciences Corp. 69,863 4,151,259 
CSRA, Inc. 149,500 4,760,080 
Fiserv, Inc. (a) 42,558 4,523,064 
Global Payments, Inc. 665 46,158 
Leidos Holdings, Inc. 12,000 613,680 
MasterCard, Inc. Class A 895,910 92,502,708 
PayPal Holdings, Inc. (a) 1,108,200 43,740,654 
Visa, Inc. Class A 1,323,060 103,225,141 
  275,199,204 
Semiconductors & Semiconductor Equipment - 3.9%   
Acacia Communications, Inc. (b) 34,078 2,104,317 
Analog Devices, Inc. 16,500 1,198,230 
Applied Materials, Inc. 678,400 21,891,968 
Broadcom Ltd. 408,400 72,192,868 
KLA-Tencor Corp. 17,600 1,384,768 
Lam Research Corp. 296,900 31,391,237 
Maxim Integrated Products, Inc. 14,500 559,265 
NVIDIA Corp. 229,708 24,519,032 
Qualcomm, Inc. 559,200 36,459,840 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 697,457 20,051,889 
Texas Instruments, Inc. 152,900 11,157,113 
  222,910,527 
Software - 8.9%   
Activision Blizzard, Inc. 1,629,573 58,843,881 
Adobe Systems, Inc. (a) 743,069 76,498,954 
Atlassian Corp. PLC 17,500 421,400 
Autodesk, Inc. (a) 45,800 3,389,658 
CDK Global, Inc. 63,740 3,804,641 
Citrix Systems, Inc. (a) 132,500 11,833,575 
Electronic Arts, Inc. (a) 504,200 39,710,792 
Gigamon, Inc. (a) 27,325 1,244,654 
Intuit, Inc. 86,791 9,947,117 
Microsoft Corp. 1,228,900 76,363,846 
Nintendo Co. Ltd. 4,900 1,018,590 
Paycom Software, Inc. (a) 71,500 3,252,535 
RealPage, Inc. (a) 162,400 4,872,000 
Red Hat, Inc. (a) 15,100 1,052,470 
Salesforce.com, Inc. (a) 1,905,186 130,429,034 
ServiceNow, Inc. (a) 20,400 1,516,536 
Snap, Inc. 100,900 1,549,824 
Symantec Corp. 263,990 6,306,721 
Ultimate Software Group, Inc. (a) 309,547 56,445,895 
VMware, Inc. Class A (a)(b) 14,800 1,165,204 
Workday, Inc. Class A (a) 331,735 21,924,366 
  511,591,693 
Technology Hardware, Storage & Peripherals - 2.1%   
Apple, Inc. 996,721 115,440,226 
Samsung Electronics Co. Ltd. 4,648 6,937,802 
Xaar PLC 175,812 866,683 
  123,244,711 
TOTAL INFORMATION TECHNOLOGY  2,149,373,272 
MATERIALS - 3.1%   
Chemicals - 1.7%   
Air Products & Chemicals, Inc. 138,200 19,875,924 
Celanese Corp. Class A 14,500 1,141,730 
E.I. du Pont de Nemours & Co. 172,700 12,676,180 
FMC Corp. 44,200 2,499,952 
Ingevity Corp. (a) 87,500 4,800,250 
LyondellBasell Industries NV Class A 12,700 1,089,406 
Monsanto Co. 13,085 1,376,673 
PPG Industries, Inc. 263,969 25,013,702 
Sherwin-Williams Co. 86,014 23,115,402 
The Chemours Co. LLC 114,031 2,518,945 
The Dow Chemical Co. 10,200 583,644 
Westlake Chemical Corp. 9,900 554,301 
  95,246,109 
Construction Materials - 0.4%   
Eagle Materials, Inc. 30,700 3,024,871 
Martin Marietta Materials, Inc. 71,077 15,745,688 
Vulcan Materials Co. 51,205 6,408,306 
  25,178,865 
Containers & Packaging - 0.2%   
Ball Corp. 106,800 8,017,476 
WestRock Co. 33,700 1,710,949 
  9,728,425 
Metals & Mining - 0.8%   
B2Gold Corp. (a) 1,135,802 2,698,550 
Fortescue Metals Group Ltd. 443,560 1,885,360 
Franco-Nevada Corp. 230,100 13,758,186 
Ivanhoe Mines Ltd. (a) 2,273,200 4,300,397 
Newcrest Mining Ltd. 374,297 5,469,756 
Novagold Resources, Inc. (a) 385,155 1,761,331 
Nucor Corp. 78,600 4,678,272 
Premier Gold Mines Ltd. (a) 2,461,500 4,693,286 
Primero Mining Corp. (a)(b) 439,300 346,820 
Steel Dynamics, Inc. 105,300 3,746,574 
Teck Resources Ltd. Class B (sub. vtg.) 74,000 1,480,937 
TMAC Resources, Inc. (a) 44,800 511,514 
  45,330,983 
TOTAL MATERIALS  175,484,382 
REAL ESTATE - 0.1%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Tower Corp. 19,100 2,018,488 
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Class A (a)(d) 36,005 1,807,172 
TOTAL REAL ESTATE  3,825,660 
TELECOMMUNICATION SERVICES - 0.4%   
Wireless Telecommunication Services - 0.4%   
SoftBank Corp. 55,000 3,639,573 
T-Mobile U.S., Inc. (a) 371,862 21,385,784 
  25,025,357 
TOTAL COMMON STOCKS   
(Cost $3,613,767,056)  5,400,946,710 
Convertible Preferred Stocks - 2.7%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc.:   
Series D (a)(d) 30,930 3,247,650 
Series E (a)(d) 13,964 1,466,220 
  4,713,870 
Household Durables - 0.0%   
Blu Homes, Inc. Series A, 5.00% (a)(d) 1,349,024 2,927,382 
TOTAL CONSUMER DISCRETIONARY  7,641,252 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
Blue Apron, Inc. Series D (a)(d) 240,116 3,311,200 
FINANCIALS - 0.2%   
Consumer Finance - 0.2%   
Oportun Finance Corp. Series H (a)(d) 2,372,991 9,159,745 
HEALTH CARE - 0.0%   
Biotechnology - 0.0%   
23andMe, Inc. Series E (a)(d) 41,008 363,741 
Health Care Providers & Services - 0.0%   
Mulberry Health, Inc. Series A8 (d) 418,866 2,735,195 
TOTAL HEALTH CARE  3,098,936 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(d) 32,066 3,496,797 
INFORMATION TECHNOLOGY - 1.9%   
Internet Software & Services - 1.0%   
Dropbox, Inc. Series C (a)(d) 394,740 4,555,300 
Pinterest, Inc.:   
Series E, 8.00% (a)(d) 2,594,015 21,478,444 
Series F, 8.00% (a)(d) 2,122,845 17,577,157 
Series G, 8.00% (a)(d) 369,335 3,058,094 
Uber Technologies, Inc. Series D, 8.00% (a)(d) 264,940 12,921,714 
  59,590,709 
Software - 0.9%   
Cloudera, Inc. Series F (a)(d) 70,040 1,821,397 
Cloudflare, Inc. Series D 0.08% (a)(d) 246,150 1,164,290 
Delphix Corp. Series D (a)(d) 204,875 932,181 
Magic Leap, Inc.:   
Series B, 8.00% (a)(d) 1,675,597 44,658,681 
Series C (d) 15,286 407,409 
Snap, Inc. Series F (a)(d) 100,900 1,549,824 
  50,533,782 
TOTAL INFORMATION TECHNOLOGY  110,124,491 
REAL ESTATE - 0.3%   
Real Estate Management & Development - 0.3%   
WeWork Companies, Inc.:   
Series E (a)(d) 324,048 16,264,698 
Series F (d) 15,065 756,146 
  17,020,844 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series D (a)(d) 146,461 676,650 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $92,440,106)  154,529,915 
 Principal Amount Value 
Bank Loan Obligations - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Multiline Retail - 0.0%   
JC Penney Corp., Inc. Tranche B, term loan 5.25% 6/23/23 (e) 1,196,563 1,201,050 
INDUSTRIALS - 0.0%   
Building Products - 0.0%   
Jeld-Wen, Inc. Tranche B 2LN, term loan 4.75% 7/1/22 (e) 1,381,050 1,396,587 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $2,564,725)  2,597,637 
 Shares Value 
Money Market Funds - 5.5%   
Fidelity Cash Central Fund, 0.60% (f) 208,972,325 209,014,120 
Fidelity Securities Lending Cash Central Fund 0.65% (f)(g) 106,187,166 106,197,784 
TOTAL MONEY MARKET FUNDS   
(Cost $315,184,732)  315,211,904 
TOTAL INVESTMENT PORTFOLIO - 102.4%   
(Cost $4,023,956,619)  5,873,286,166 
NET OTHER ASSETS (LIABILITIES) - (2.4)%  (137,534,045) 
NET ASSETS - 100%  $5,735,752,121 

Legend

 (a) Non-income producing

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

 (c) 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 $1,199,758 or 0.0% of net assets.

 (d) 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 $170,596,727 or 3.0% of net assets.

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

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
23andMe, Inc. Series E 6/18/15 $444,005 
Airbnb, Inc. Series D 4/16/14 $1,259,254 
Airbnb, Inc. Series E 6/29/15 $1,299,970 
Altiostar Networks, Inc. Series D 1/7/15 $1,800,006 
ASAC II LP 10/10/13 $137,706 
Blu Homes, Inc. Series A, 5.00% 6/10/13 - 12/30/14 $6,232,491 
Blue Apron, Inc. Series D 5/18/15 $3,200,002 
Centennial Resource Development, Inc. Class A 10/11/16 - 12/28/16 $4,676,292 
Cloudera, Inc. Series F 2/5/14 $1,019,782 
Cloudflare, Inc. Series D 0.08% 11/5/14 - 6/24/15 $1,533,709 
Delphix Corp. Series D 7/10/15 $1,843,875 
Dropbox, Inc. Series C 1/30/14 $7,540,008 
Magic Leap, Inc. Series B, 8.00% 10/17/14 $19,369,901 
Magic Leap, Inc. Series C 12/23/15 $352,082 
Mulberry Health, Inc. Series A8 1/20/16 $2,829,335 
Oportun Finance Corp. Series H 2/6/15 $6,756,617 
Pinterest, Inc. Series E, 8.00% 10/23/13 $7,538,571 
Pinterest, Inc. Series F, 8.00% 5/15/14 $7,211,381 
Pinterest, Inc. Series G, 8.00% 2/27/15 $2,651,490 
Snap, Inc. Series F 2/12/16 $1,549,824 
Space Exploration Technologies Corp. Class A 10/16/15 $975,351 
Space Exploration Technologies Corp. Series G 1/20/15 $2,483,832 
SurveyMonkey 12/15/14 $7,534,725 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $4,110,027 
WeWork Companies, Inc. Class A 6/23/15 $1,184,189 
WeWork Companies, Inc. Series E 6/23/15 $10,657,799 
WeWork Companies, Inc. Series F 12/1/16 $756,146 

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $567,748 
Fidelity Securities Lending Cash Central Fund 2,157,895 
Total $2,725,643 

Investment Valuation

The following is a summary of the inputs used, as of December 31, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $1,092,433,772 $1,079,521,352 $5,271,168 $7,641,252 
Consumer Staples 280,078,161 276,766,961 -- 3,311,200 
Energy 193,195,463 190,891,773 2,303,690 -- 
Financials 635,549,718 626,389,973 -- 9,159,745 
Health Care 548,926,197 545,827,261 -- 3,098,936 
Industrials 323,762,658 318,836,570 234,212 4,691,876 
Information Technology 2,259,497,763 2,123,340,500 19,221,985 116,935,278 
Materials 175,484,382 175,484,382 -- -- 
Real Estate 20,846,504 2,018,488 -- 18,828,016 
Telecommunication Services 25,702,007 21,385,784 3,639,573 676,650 
Bank Loan Obligations 2,597,637 -- 2,597,637 -- 
Money Market Funds 315,211,904 315,211,904 -- -- 
Total Investments in Securities: $5,873,286,166 $5,675,674,948 $33,268,265 $164,342,953 

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

Investments in Securities:  
Equities - Information Technology  
Beginning Balance $160,356,921 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (24,640,282) 
Cost of Purchases 3,099,648 
Proceeds of Sales (21,881,009) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $116,935,278 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $(23,822,170) 
Equities - Other Investments in Securities  
Beginning Balance $53,499,864 
Net Realized Gain (Loss) on Investment Securities (1,498,010) 
Net Unrealized Gain (Loss) on Investment Securities 1,905,135 
Cost of Purchases 3,585,481 
Proceeds of Sales (10,084,795) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $47,407,675 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $333,664 

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

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


Financial Statements

Statement of Assets and Liabilities

  December 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $102,603,273) — See accompanying schedule:
Unaffiliated issuers (cost $3,708,771,887) 		$5,558,074,262  
Fidelity Central Funds (cost $315,184,732) 315,211,904  
Total Investments (cost $4,023,956,619)  $5,873,286,166 
Receivable for investments sold   
Regular delivery  12,498,301 
Delayed delivery  3,367 
Receivable for fund shares sold  28,720 
Dividends receivable  2,415,387 
Interest receivable  16,699 
Distributions receivable from Fidelity Central Funds  231,679 
Prepaid expenses  11,411 
Other receivables  13,439 
Total assets  5,888,505,169 
Liabilities   
Payable for investments purchased $5,281,534  
Payable for fund shares redeemed 38,827,836  
Accrued management fee 1,938,796  
Other affiliated payables 388,790  
Other payables and accrued expenses 118,152  
Collateral on Securities Loaned 106,197,940  
Total liabilities  152,753,048 
Net Assets  $5,735,752,121 
Net Assets consist of:   
Paid in capital  $3,875,847,520 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  10,579,126 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  1,849,325,475 
Net Assets  $5,735,752,121 
Series Opportunistic Insights:   
Net Asset Value, offering price and redemption price per share ($2,240,033,130 ÷ 152,440,357 shares)  $14.69 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,495,718,991 ÷ 237,540,425 shares)  $14.72 

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


Statement of Operations

  Year ended December 31, 2016 
Investment Income   
Dividends  $45,950,819 
Interest  207,141 
Income from Fidelity Central Funds  2,725,643 
Total income  48,883,603 
Expenses   
Management fee   
Basic fee $31,544,416  
Performance adjustment 5,248,351  
Transfer agent fees 3,619,471  
Accounting and security lending fees 1,138,811  
Custodian fees and expenses 208,430  
Independent trustees' fees and expenses 24,925  
Audit 110,313  
Legal 18,220  
Interest 363  
Miscellaneous 47,842  
Total expenses before reductions 41,961,142  
Expense reductions (130,598) 41,830,544 
Net investment income (loss)  7,053,059 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 126,020,734  
Fidelity Central Funds 9,547  
Foreign currency transactions 6,342  
Total net realized gain (loss)  126,036,623 
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of decrease in deferred foreign taxes of $185,616) 		(51,926,648)  
Assets and liabilities in foreign currencies 8,506  
Total change in net unrealized appreciation (depreciation)  (51,918,142) 
Net gain (loss)  74,118,481 
Net increase (decrease) in net assets resulting from operations  $81,171,540 

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


Statement of Changes in Net Assets

 Year ended December 31, 2016 Year ended December 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $7,053,059 $7,155,735 
Net realized gain (loss) 126,036,623 401,433,216 
Change in net unrealized appreciation (depreciation) (51,918,142) 34,248,318 
Net increase (decrease) in net assets resulting from operations 81,171,540 442,837,269 
Distributions to shareholders from net investment income (7,171,425) (7,466,635) 
Distributions to shareholders from net realized gain (147,965,723) (387,204,857) 
Total distributions (155,137,148) (394,671,492) 
Share transactions - net increase (decrease) (10,970,970) (531,774,471) 
Total increase (decrease) in net assets (84,936,578) (483,608,694) 
Net Assets   
Beginning of period 5,820,688,699 6,304,297,393 
End of period $5,735,752,121 $5,820,688,699 
Other Information   
Distributions in excess of net investment income end of period $- $(79,119) 

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


Financial Highlights — Fidelity Series Opportunistic Insights Fund

Years ended December 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.89 $14.89 $13.98 $10.02 $10.00 
Income from Investment Operations      
Net investment income (loss)B –C –C (.01) –C –C,D 
Net realized and unrealized gain (loss) .19 1.04 1.48 4.11 .03 
Total from investment operations .19 1.04 1.47 4.11 .03 
Distributions from net investment income –C –C – – (.01) 
Distributions from net realized gain (.38) (1.04) (.56) (.15) – 
Total distributions (.39)E (1.04) (.56) (.15) (.01) 
Net asset value, end of period $14.69 $14.89 $14.89 $13.98 $10.02 
Total ReturnF,G 1.33% 7.10% 10.47% 41.14% .27% 
Ratios to Average Net AssetsH,I      
Expenses before reductions .83% .90% .84% .78% 1.00%J 
Expenses net of fee waivers, if any .83% .90% .84% .78% 1.00%J 
Expenses net of all reductions .82% .90% .84% .77% 1.00%J 
Net investment income (loss) .03% .02% (.04)% (.04)% .49%D,J 
Supplemental Data      
Net assets, end of period (000 omitted) $2,240,033 $2,329,415 $2,596,300 $2,594,672 $1,803,958 
Portfolio turnover rateK 40% 35% 46% 52% 64%L 

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

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

 D Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .30%.

 E Total distributions of $.39 per share is comprised of distributions from net investment income of $.004 and distributions from net realized gain of $.383 per share.

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

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

 H 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.

 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. 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.

 J Annualized

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

 L Amount not annualized.


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


Financial Highlights — Fidelity Series Opportunistic Insights Fund Class F

Years ended December 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.91 $14.92 $13.98 $10.02 $10.00 
Income from Investment Operations      
Net investment income (loss)B .03 .03 .02 .02 –C,D 
Net realized and unrealized gain (loss) .19 1.03 1.49 4.11 .03 
Total from investment operations .22 1.06 1.51 4.13 .03 
Distributions from net investment income (.03) (.03) (.01) (.02) (.01) 
Distributions from net realized gain (.38) (1.04) (.56) (.15) – 
Total distributions (.41) (1.07) (.57) (.17) (.01) 
Net asset value, end of period $14.72 $14.91 $14.92 $13.98 $10.02 
Total ReturnE,F 1.56% 7.20% 10.77% 41.33% .28% 
Ratios to Average Net AssetsG,H      
Expenses before reductions .67% .74% .67% .60% .80%I 
Expenses net of fee waivers, if any .67% .74% .67% .60% .80%I 
Expenses net of all reductions .66% .74% .67% .58% .80%I 
Net investment income (loss) .19% .18% .13% .14% .69%D,I 
Supplemental Data      
Net assets, end of period (000 omitted) $3,495,719 $3,491,274 $3,707,997 $3,356,179 $1,899,398 
Portfolio turnover rateJ 40% 35% 46% 52% 64%K 

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

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

 D Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .50%.

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

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

 G 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.

 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 Annualized

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

 K Amount not annualized.


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


Notes to Financial Statements

For the period ended December 31, 2016

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 12/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Equities  $ 164,342,953 Discounted cash flow Discount rate 8.0% - 22.1% / 9.4% Decrease 
   Growth rate 2.0% - 3.0% / 2.7% Increase 
   Discount for lack of marketability 20.0% - 25.0% / 20.5% Decrease 
   Weighted average cost of capital (WACC) 10.7% Decrease 
  Market approach Discount rate 3.0% - 50.0% / 22.1% Decrease 
   Transaction price $4.62 - $105.00 / $53.89 Increase 
   Discount for lack of marketability 15.0% - 25.0% / 18.9% Decrease 
   Premium rate 0.5% - 130.0% / 31.6% Increase 
  Market comparable Price/Earnings multiple (P/E) 5.8 - 12.7 / 11.0 Increase 
   Enterprise value/Sales multiple (EV/S) 0.6 - 6.7 / 2.7 Increase 
   Enterprise value/EBITDA multiple (EV/EBITDA) 17.3 Increase 
   Enterprise value/Gross profit multiple (EV/GP) 5.2 Increase 
  Recovery value Recovery value 0.2% Increase 
   Liquidity preference $3.51 - $6.75 / $5.08 Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


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 December 31, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships 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 $1,926,799,795 
Gross unrealized depreciation (88,820,369) 
Net unrealized appreciation (depreciation) on securities $1,837,979,426 

Tax Cost $4,035,306,740 

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

Undistributed long-term capital gain $21,929,247 
Net unrealized appreciation (depreciation) on securities and other investments $1,837,975,354 

The tax character of distributions paid was as follows:

 December 31, 2016 December 31, 2015 
Ordinary Income $10,247,886 $ 7,466,635 
Long-term Capital Gains 144,889,262 387,204,857 
Total $155,137,148 $ 394,671,492 

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.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,224,135,629 and $2,511,883,457, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Opportunistic Insights as compared to its benchmark index, the Russell 3000 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .64% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets 
Series Opportunistic Insights $3,619,471 .16 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $52,458 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $21,129,000 .62% $363 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $14,738 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,157,895. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $87,388 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $572.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $42,638.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended December 31, 2016 Year ended December 31, 2015 
From net investment income   
Series Opportunistic Insights $599,365 $592,822 
Class F 6,572,060 6,873,813 
Total $7,171,425 $7,466,635 
From net realized gain   
Series Opportunistic Insights $58,072,304 $155,338,758 
Class F 89,893,419 231,866,099 
Total $147,965,723 $387,204,857 

10. Share Transactions.

Transactions for each class of shares were as follows:

 Shares Shares Dollars Dollars 
 Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2016 Year ended December 31, 2015 
Series Opportunistic Insights     
Shares sold 13,833,020 12,498,233 $201,333,298 $193,435,314 
Reinvestment of distributions 4,094,660 10,568,184 58,671,669 155,931,580 
Shares redeemed (21,930,662) (40,931,210) (319,402,166) (636,899,967) 
Net increase (decrease) (4,002,982) (17,864,793) $(59,397,199) $(287,533,073) 
Class F     
Shares sold 35,422,507 29,478,698 $516,456,216 $455,999,806 
Reinvestment of distributions 6,698,176 16,159,991 96,465,479 238,739,912 
Shares redeemed (38,722,931) (60,080,902) (564,495,466) (938,981,116) 
Net increase (decrease) 3,397,752 (14,442,213) $48,426,229 $(244,241,398) 

11. Other.

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

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and Shareholders of Fidelity Series Opportunistic Insights Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Series Opportunistic Insights Fund (a fund of Fidelity Contrafund) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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 Series Opportunistic Insights Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, agent banks, and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 17, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 169 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (July 1, 2016 to December 31, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
July 1, 2016 		Ending
Account Value
December 31, 2016 		Expenses Paid
During Period-B
July 1, 2016
to December 31, 2016 
Series Opportunistic Insights .71%    
Actual  $1,000.00 $1,027.90 $3.62 
Hypothetical-C  $1,000.00 $1,021.57 $3.61 
Class F .56%    
Actual  $1,000.00 $1,029.50 $2.86 
Hypothetical-C  $1,000.00 $1,022.32 $2.85 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Fidelity Series Opportunistic Insights Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 Pay Date Record Date Capital Gains 
Fidelity Series Opportunistic Insights Fund 02/13/17 02/10/17 $0.058 
Class F 02/13/17 02/10/17 $0.058 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2016, $126,161,776, or, if subsequently determined to be different, the net capital gain of such year.

Fidelity Series Opportunistic Insights Fund and Class F designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Fidelity Series Opportunistic Insights Fund and Class F designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Opportunistic Insights Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Series Opportunistic Insights Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Series Opportunistic Insights Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Approval of New Advisory Contracts.  The Board also voted to approve a new management contract and new sub-advisory agreements for the fund (New Advisory Contracts) that will take effect if the shareholders of certain other Fidelity funds that invest in the fund (referred to herein as Freedom Funds) approve new management contracts for the Freedom Funds. Under the New Advisory Contracts the fund will no longer pay a management fee to FMR. The new sub-advisory agreements provide that FMR or its affiliates will pay the fees based on a portion of the management fees received by an affiliate of FMR under its management contracts with the Freedom Funds. The Board noted the New Advisory Contracts are expected to result in an overall decrease in the fees and expenses payable by the fund. The Board considered that the approval of the New Advisory Contracts will not result in any changes to (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature, extent and quality of services provided to the fund; or (iii) the day-to-day management of the fund and the personnel primarily responsible for such management. The Board considered that the new management contract does not have a performance fee adjustment, but noted that FMR will no longer charge a management fee for the fund. The Board also considered that the New Advisory Contracts provide that FMR or an affiliate undertakes to pay all operating expenses of the fund, except transfer agent fees, 12b-1 fees, Independent Trustee expenses, custodian fees and expenses, expenses related to proxy solicitations, interest, taxes, brokerage expenses, and extraordinary expenses (such as litigation expenses).

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

O1T-ANN-0217
1.951052.104

Fidelity® Contrafund®



Annual Report

December 31, 2016



Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


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. © 2017 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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended December 31, 2016 Past 1 year Past 5 years Past 10 years 
Fidelity® Contrafund® 3.36% 13.46% 7.88% 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Contrafund®, a class of the fund, on December 31, 2006.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.


Period Ending Values
$21,354Fidelity® Contrafund®
$19,572S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 11.96% in 2016, rising sharply on post-election optimism for economic growth. The year began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.'s June 23 vote to exit the European Union – dubbed "Brexit" – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. Stocks reacted to the outcome by reaching a series of all-time highs. For the year, energy (+27%) led the way amid two strong rallies in commodity prices, one in the spring and another in November. Telecommunication services (+23%) was close behind, as demand for dividend-paying equities was high early in the period. Cyclical sectors, including financials (+22%), industrials (+18%) and materials (+17%), also posted strong gains. Conversely, consumer staples (+5%) and consumer discretionary (+6%) lagged the index, the latter hurt as online competition continued to pressure brick-and-mortar retailers. Real estate (+3%) struggled due to expectations for rising interest rates, while health care (-2%) was hampered by an uncertain political and regulatory outlook.

Comments from Portfolio Manager William Danoff:  For the year, the fund’s share classes gained about 3%, trailing the 11.96% advance of the benchmark S&P 500 index. Versus the benchmark, security selection in the information technology sector was the biggest detractor. Fundamentals in technology were fine during the year, but the stocks of many leading tech companies lagged as valuations fell. These included salesforce.com and Alphabet, both sizable overweightings for the fund and our largest relative detractors in 2016. Cloud-computing firm salesforce.com gained market share in enterprise sales, grew sales and increased earnings per share over the past 12 months, but its share price returned roughly -13%. Alphabet, the fund’s largest holding (combining its Class A and Class C shares) and the leader in web search and machine learning, increased both sales and earnings, but its stock rose only 2%. It also hurt to hold a non-benchmark stake in Teva Pharmaceutical Industries, a maker of generic drugs, which saw its shares return -43% amid heightened competition. Conversely, our two biggest contributors were Berkshire Hathaway and UnitedHealth Group. Berkshire’s shares benefited from the post-election rally in financials – the company's primary business is insurance. UnitedHealth is a provider of health care services and managed care. The firm’s earnings per share rose 25% the past four quarters, and the stock gained roughly 38%.

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

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Facebook, Inc. Class A 5.8 5.7 
Berkshire Hathaway, Inc. Class A 5.4 4.8 
Amazon.com, Inc. 4.1 3.6 
Alphabet, Inc. Class A 3.7 3.2 
Alphabet, Inc. Class C 3.2 2.9 
Apple, Inc. 3.0 2.1 
Wells Fargo & Co. 2.6 2.6 
UnitedHealth Group, Inc. 2.6 2.2 
Microsoft Corp. 2.6 1.4 
Visa, Inc. Class A 2.3 2.2 
 35.3  

Top Five Market Sectors as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 38.0 31.1 
Consumer Discretionary 18.5 20.4 
Financials 16.2 14.4 
Health Care 9.9 13.2 
Industrials 6.5 6.6 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of December 31, 2016* 
   Stocks 98.1% 
   Convertible Securities 1.6% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.2% 


 * Foreign investments - 7.9%


As of June 30, 2016* 
   Stocks 96.8% 
   Convertible Securities 1.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.6% 


 * Foreign investments - 9.8%


Investments December 31, 2016

Showing Percentage of Net Assets

Common Stocks - 98.2%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 18.4%   
Automobiles - 1.7%   
BYD Co. Ltd. (H Shares) 1,754,500 $9,197 
Fuji Heavy Industries Ltd. 538,300 21,979 
General Motors Co. 6,849,933 238,652 
Harley-Davidson, Inc. 303,900 17,730 
Mahindra & Mahindra Ltd. 4,327,351 75,442 
Maruti Suzuki India Ltd. 1,533,074 120,011 
Tesla Motors, Inc. (a)(b) 5,690,382 1,215,978 
  1,698,989 
Diversified Consumer Services - 0.0%   
Bright Horizons Family Solutions, Inc. (a) 355,803 24,913 
Weight Watchers International, Inc. (a) 2,346,800 26,871 
  51,784 
Hotels, Restaurants & Leisure - 2.5%   
ARAMARK Holdings Corp. 3,184,233 113,741 
Chipotle Mexican Grill, Inc. (a)(b) 507,477 191,481 
Churchill Downs, Inc. 75,800 11,404 
Compass Group PLC 1,087,400 20,097 
Cracker Barrel Old Country Store, Inc. (b) 62,200 10,386 
Darden Restaurants, Inc. 505,780 36,780 
Domino's Pizza, Inc. 767,986 122,294 
Hilton Worldwide Holdings, Inc. 396,900 10,796 
Marriott International, Inc. Class A 3,627,604 299,930 
Papa John's International, Inc. 112,250 9,606 
Royal Caribbean Cruises Ltd. 1,040,321 85,348 
Sodexo SA 106,500 12,242 
Starbucks Corp. 27,437,898 1,523,352 
Texas Roadhouse, Inc. Class A 244,800 11,809 
U.S. Foods Holding Corp. 444,100 12,204 
Vail Resorts, Inc. 340,893 54,989 
  2,526,459 
Household Durables - 0.2%   
Mohawk Industries, Inc. (a) 969,368 193,563 
Internet & Direct Marketing Retail - 6.3%   
Amazon.com, Inc. (a) 5,538,915 4,153,466 
ASOS PLC (a) 175,973 10,765 
Netflix, Inc. (a) 9,077,896 1,123,844 
Priceline Group, Inc. (a) 755,096 1,107,016 
Start Today Co. Ltd. 622,500 10,754 
Takeaway.com Holding BV (c) 860,700 21,291 
TripAdvisor, Inc. (a) 264,078 12,245 
  6,439,381 
Media - 2.5%   
CBS Corp. Class B 155,541 9,896 
Charter Communications, Inc. Class A (a) 1,954,802 562,827 
DISH Network Corp. Class A (a) 272,100 15,763 
Interpublic Group of Companies, Inc. 2,827,984 66,203 
Liberty Broadband Corp.:   
Class A (a) 691,131 50,079 
Class C (a) 1,045,849 77,466 
Liberty Global PLC:   
Class A (a) 811,885 24,836 
LiLAC Class A (a) 536,578 11,783 
LiLAC Class C (a) 211,963 4,487 
Liberty Media Corp.:   
Liberty Media Class C (a)(d) 1,996,745 62,558 
Liberty SiriusXM Class A (a)(d) 333,200 11,502 
Liberty SiriusXM Class C (a)(d) 5,331,335 180,839 
Megacable Holdings S.A.B. de CV unit 175,374 587 
Naspers Ltd. Class N 437,000 63,798 
Omnicom Group, Inc. 1,038,450 88,382 
Sirius XM Holdings, Inc. (b) 19,300,150 85,886 
The Walt Disney Co. 12,237,177 1,275,359 
Weinstein Co. Holdings LLC Class A-1 unit (a)(e)(f) 41,234 2,991 
  2,595,242 
Multiline Retail - 0.2%   
Dollar Tree, Inc. (a) 1,655,500 127,771 
Dollarama, Inc. 141,144 10,342 
Ollie's Bargain Outlet Holdings, Inc. (a) 2,477,798 70,493 
  208,606 
Specialty Retail - 3.4%   
AutoZone, Inc. (a) 219,993 173,748 
Best Buy Co., Inc. 1,387,300 59,196 
Home Depot, Inc. 5,218,533 699,701 
Inditex SA 283,042 9,662 
Nitori Holdings Co. Ltd. 437,700 50,034 
O'Reilly Automotive, Inc. (a) 2,359,498 656,908 
Ross Stores, Inc. 1,955,153 128,258 
TJX Companies, Inc. 21,748,234 1,633,945 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 183,412 46,759 
Urban Outfitters, Inc. (a) 302,552 8,617 
  3,466,828 
Textiles, Apparel & Luxury Goods - 1.6%   
adidas AG 1,271,704 201,000 
Coach, Inc. 6,344,700 222,191 
NIKE, Inc. Class B 21,671,018 1,101,538 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 404,233 11,743 
Class C (non-vtg.) 1,870,015 47,068 
  1,583,540 
TOTAL CONSUMER DISCRETIONARY  18,764,392 
CONSUMER STAPLES - 4.0%   
Beverages - 0.3%   
Boston Beer Co., Inc. Class A (a)(b) 176,858 30,039 
Constellation Brands, Inc. Class A (sub. vtg.) 241,349 37,001 
Kweichow Moutai Co. Ltd. (A Shares) 580,700 27,940 
PepsiCo, Inc. 686,800 71,860 
The Coca-Cola Co. 4,802,100 199,095 
  365,935 
Food & Staples Retailing - 0.7%   
Alimentation Couche-Tard, Inc. Class B (sub. vtg.) 1,787,954 81,071 
Costco Wholesale Corp. 2,596,070 415,657 
Sysco Corp. 3,221,600 178,380 
  675,108 
Food Products - 0.6%   
Associated British Foods PLC 4,564,088 154,400 
Mondelez International, Inc. 3,849,141 170,632 
The Kraft Heinz Co. 3,081,937 269,115 
  594,147 
Household Products - 1.6%   
Colgate-Palmolive Co. 23,893,563 1,563,595 
Spectrum Brands Holdings, Inc. 310,071 37,931 
  1,601,526 
Personal Products - 0.8%   
Estee Lauder Companies, Inc. Class A 10,595,561 810,454 
L'Oreal SA 243,658 44,475 
  854,929 
TOTAL CONSUMER STAPLES  4,091,645 
ENERGY - 3.1%   
Energy Equipment & Services - 0.3%   
Schlumberger Ltd. 2,749,984 230,861 
Oil, Gas & Consumable Fuels - 2.8%   
Anadarko Petroleum Corp. 1,675,600 116,840 
Birchcliff Energy Ltd. (a)(d) 22,182,784 154,808 
Birchcliff Energy Ltd. (a)(c)(d) 686,127 4,788 
Canadian Natural Resources Ltd. 6,000,500 191,235 
Centennial Resource Development, Inc.:   
Class A (a)(b) 6,076,591 119,830 
Class A (f) 2,340,926 41,547 
Class A (f) 5,188,000 102,307 
Cimarex Energy Co. 218,900 29,749 
Concho Resources, Inc. (a) 1,253,200 166,174 
Continental Resources, Inc. (a) 4,580,220 236,065 
Diamondback Energy, Inc. (a) 3,515,095 355,236 
Encana Corp. 6,356,100 74,608 
EOG Resources, Inc. 8,702,795 879,853 
Extraction Oil & Gas, Inc. 1,129,351 22,632 
Growmax Resources Corp. (a)(c) 3,560,563 411 
PDC Energy, Inc. (a) 716,400 51,996 
Peyto Exploration & Development Corp. (b) 399,700 9,886 
Pioneer Natural Resources Co. 1,544,036 278,035 
PrairieSky Royalty Ltd. (b) 1,440,306 34,263 
  2,870,263 
TOTAL ENERGY  3,101,124 
FINANCIALS - 16.2%   
Banks - 7.9%   
Bank of America Corp. 23,103,979 510,598 
Bank of Ireland (a) 1,082,869,241 267,872 
Capitec Bank Holdings Ltd. 449,100 22,727 
Citigroup, Inc. 27,219,746 1,617,670 
Citizens Financial Group, Inc. 333,800 11,893 
HDFC Bank Ltd. sponsored ADR 6,679,429 405,308 
JPMorgan Chase & Co. 14,658,465 1,264,879 
Kotak Mahindra Bank Ltd. 7,164,214 75,875 
M&T Bank Corp. 1,311,062 205,089 
Metro Bank PLC (b)(d) 6,158,471 221,999 
PNC Financial Services Group, Inc. 1,445,400 169,054 
PT Bank Central Asia Tbk 19,554,700 22,498 
U.S. Bancorp 13,284,943 682,448 
Wells Fargo & Co. 48,273,338 2,660,344 
  8,138,254 
Capital Markets - 1.3%   
BlackRock, Inc. Class A 728,529 277,234 
CBOE Holdings, Inc. 459,300 33,938 
Charles Schwab Corp. 1,691,300 66,756 
CME Group, Inc. 559,400 64,527 
Goldman Sachs Group, Inc. 334,700 80,144 
IntercontinentalExchange, Inc. 1,778,110 100,321 
MarketAxess Holdings, Inc. 174,800 25,682 
Morgan Stanley 4,305,800 181,920 
MSCI, Inc. 1,415,394 111,505 
Oaktree Capital Group LLC Class A 2,399,772 89,991 
S&P Global, Inc. 2,492,994 268,097 
  1,300,115 
Consumer Finance - 0.1%   
Capital One Financial Corp. 1,014,100 88,470 
Diversified Financial Services - 5.4%   
Berkshire Hathaway, Inc. Class A (a) 22,593 5,515,426 
Insurance - 1.5%   
Admiral Group PLC 2,813,388 63,346 
AIA Group Ltd. 22,191,200 124,312 
Chubb Ltd. 7,653,390 1,011,166 
Direct Line Insurance Group PLC 11,457,673 52,161 
Fairfax Financial Holdings Ltd. (sub. vtg.) 188,732 91,158 
Marsh & McLennan Companies, Inc. 2,487,895 168,157 
  1,510,300 
TOTAL FINANCIALS  16,552,565 
HEALTH CARE - 9.7%   
Biotechnology - 1.8%   
Acceleron Pharma, Inc. (a) 243,757 6,221 
Agios Pharmaceuticals, Inc. (a) 1,280,787 53,447 
Amgen, Inc. 1,342,800 196,331 
Biogen, Inc. (a) 811,833 230,220 
Celgene Corp. (a) 716,365 82,919 
Five Prime Therapeutics, Inc. (a) 172,840 8,661 
Genmab A/S (a) 692,126 114,954 
Gilead Sciences, Inc. 7,438,435 532,666 
Intrexon Corp. (a)(b) 3,012,714 73,209 
NantKwest, Inc. (a)(b) 1,063,849 6,085 
Neurocrine Biosciences, Inc. (a) 2,836,906 109,788 
Opko Health, Inc. (a)(b) 4,692,715 43,642 
OvaScience, Inc. (a) 1,220,624 1,868 
Regeneron Pharmaceuticals, Inc. (a) 727,984 267,236 
TESARO, Inc. (a) 862,500 115,989 
  1,843,236 
Health Care Equipment & Supplies - 2.5%   
Baxter International, Inc. 935,700 41,489 
Becton, Dickinson & Co. 1,186,646 196,449 
Boston Scientific Corp. (a) 38,296,558 828,355 
C.R. Bard, Inc. 250,557 56,290 
Danaher Corp. 4,538,351 353,265 
DexCom, Inc. (a) 2,802,189 167,291 
Edwards Lifesciences Corp. (a) 2,992,915 280,436 
Intuitive Surgical, Inc. (a) 321,883 204,129 
Medtronic PLC 2,138,547 152,329 
Nevro Corp. (a)(b) 1,105,291 80,310 
Penumbra, Inc. (a) 415,489 26,508 
Stryker Corp. 1,406,888 168,559 
  2,555,410 
Health Care Providers & Services - 3.2%   
Aetna, Inc. 88,900 11,024 
HealthEquity, Inc. (a) 302,800 12,269 
Henry Schein, Inc. (a) 3,522,330 534,373 
Humana, Inc. 271,400 55,374 
UnitedHealth Group, Inc. 16,520,724 2,643,977 
  3,257,017 
Health Care Technology - 0.0%   
Cerner Corp. (a) 414,368 19,629 
Medidata Solutions, Inc. (a) 531,058 26,378 
NantHealth, Inc. 9,169 91 
  46,098 
Life Sciences Tools & Services - 1.1%   
Eurofins Scientific SA 49,091 20,929 
ICON PLC (a) 275,800 20,740 
Mettler-Toledo International, Inc. (a)(d) 1,804,266 755,194 
PRA Health Sciences, Inc. (a) 382,900 21,105 
Thermo Fisher Scientific, Inc. 812,813 114,688 
Waters Corp. (a) 1,092,121 146,770 
  1,079,426 
Pharmaceuticals - 1.1%   
Bristol-Myers Squibb Co. 11,004,731 643,116 
Dermira, Inc. (a) 930,100 28,210 
H Lundbeck A/S (a) 613,800 24,969 
Jiangsu Hengrui Medicine Co. Ltd. (A Shares) 1,656,600 10,853 
Johnson & Johnson 2,064,944 237,902 
Teva Pharmaceutical Industries Ltd. sponsored ADR 4,298,615 155,825 
WAVE Life Sciences (a) 5,697 149 
  1,101,024 
TOTAL HEALTH CARE  9,882,211 
INDUSTRIALS - 6.3%   
Aerospace & Defense - 1.1%   
General Dynamics Corp. 1,457,349 251,626 
L-3 Communications Holdings, Inc. 285,000 43,351 
Northrop Grumman Corp. 1,617,644 376,232 
Raytheon Co. 1,168,400 165,913 
Saab AB (B Shares) 361,200 13,500 
Space Exploration Technologies Corp. Class A (a)(f) 200,313 21,844 
The Boeing Co. 514,100 80,035 
TransDigm Group, Inc. 673,222 167,605 
  1,120,106 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 471,336 34,530 
Expeditors International of Washington, Inc. 215,900 11,434 
FedEx Corp. 1,869,286 348,061 
XPO Logistics, Inc. (a)(b) 977,589 42,193 
  436,218 
Airlines - 1.0%   
Ryanair Holdings PLC sponsored ADR (a) 5,556,202 462,609 
Southwest Airlines Co. 11,546,105 575,458 
  1,038,067 
Building Products - 0.6%   
A.O. Smith Corp. 1,250,770 59,224 
Fortune Brands Home & Security, Inc. 2,640,929 141,184 
Masco Corp. 11,366,056 359,395 
Toto Ltd. 2,220,400 87,866 
  647,669 
Commercial Services & Supplies - 0.1%   
Cintas Corp. 611,700 70,688 
Copart, Inc. (a) 490,936 27,203 
  97,891 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc. (a) 277,889 15,840 
Electrical Equipment - 0.5%   
Acuity Brands, Inc. 946,907 218,603 
Eaton Corp. PLC 712,700 47,815 
Fortive Corp. 4,516,425 242,216 
  508,634 
Industrial Conglomerates - 0.8%   
3M Co. 4,559,223 814,140 
Machinery - 0.6%   
Deere & Co. 311,000 32,045 
Illinois Tool Works, Inc. 1,866,300 228,547 
Ingersoll-Rand PLC 1,397,300 104,853 
PACCAR, Inc. 2,217,290 141,685 
Rational AG 41,449 18,500 
Snap-On, Inc. 172,199 29,493 
Xylem, Inc. 1,254,500 62,123 
  617,246 
Professional Services - 0.6%   
Equifax, Inc. 3,545,407 419,173 
IHS Markit Ltd. (a) 1,547,590 54,800 
Recruit Holdings Co. Ltd. 267,000 10,714 
RELX PLC 584,500 10,438 
TransUnion Holding Co., Inc. (a) 3,197,247 98,891 
  594,016 
Road & Rail - 0.2%   
Canadian Pacific Railway Ltd. 881,440 125,758 
J.B. Hunt Transport Services, Inc. 572,800 55,602 
  181,360 
Trading Companies & Distributors - 0.4%   
Air Lease Corp.:   
Class A (c) 1,483,964 50,944 
Class A 234,330 8,045 
HD Supply Holdings, Inc. (a) 6,865,933 291,871 
Univar, Inc. (a) 1,073,982 30,469 
  381,329 
TOTAL INDUSTRIALS  6,452,516 
INFORMATION TECHNOLOGY - 37.1%   
Communications Equipment - 0.3%   
Arista Networks, Inc. (a)(b) 1,582,610 153,149 
F5 Networks, Inc. (a) 241,100 34,892 
Harris Corp. 226,800 23,240 
Motorola Solutions, Inc. 676,215 56,051 
  267,332 
Electronic Equipment & Components - 1.8%   
Amphenol Corp. Class A (d) 24,058,718 1,616,746 
CDW Corp. 3,007,811 156,677 
IPG Photonics Corp. (a) 1,088,896 107,485 
  1,880,908 
Internet Software & Services - 13.5%   
Alibaba Group Holding Ltd. sponsored ADR (a) 1,553,581 136,420 
Alphabet, Inc.:   
Class A (a) 4,706,317 3,729,521 
Class C (a) 4,263,325 3,290,520 
Apptio, Inc. Class A 160,300 2,970 
Dropbox, Inc. (a)(f) 5,464,028 63,055 
eBay, Inc. (a) 407,760 12,106 
Facebook, Inc. Class A (a) 51,743,084 5,953,033 
LogMeIn, Inc. 824,502 79,606 
MercadoLibre, Inc. 153,100 23,905 
Nutanix, Inc. Class B 3,060,752 77,229 
Rightmove PLC 948,053 45,602 
Shopify, Inc. Class A (a) 339,000 14,533 
Tencent Holdings Ltd. 10,033,900 243,293 
Twilio, Inc. Class A 2,927,114 84,447 
  13,756,240 
IT Services - 5.4%   
Accenture PLC Class A 3,860,669 452,200 
ASAC II LP (a)(f) 39,494,500 6,635 
Computer Sciences Corp. 1,489,570 88,510 
CSRA, Inc. 2,682,000 85,395 
Fiserv, Inc. (a) 3,389,165 360,200 
Global Payments, Inc. 30,754 2,135 
Leidos Holdings, Inc. 222,500 11,379 
MasterCard, Inc. Class A 13,086,559 1,351,187 
PayPal Holdings, Inc. (a) 20,932,587 826,209 
Vantiv, Inc. (a) 576,375 34,363 
Visa, Inc. Class A 29,498,197 2,301,449 
  5,519,662 
Semiconductors & Semiconductor Equipment - 3.6%   
Acacia Communications, Inc. (b) 624,317 38,552 
Analog Devices, Inc. 323,900 23,522 
Applied Materials, Inc. 12,479,200 402,704 
Broadcom Ltd. 5,033,988 889,858 
KLA-Tencor Corp. 317,988 25,019 
Lam Research Corp. 5,502,475 581,777 
NVIDIA Corp. 4,166,632 444,746 
Qualcomm, Inc. 11,732,987 764,991 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 10,712,805 307,993 
Texas Instruments, Inc. 2,821,500 205,885 
  3,685,047 
Software - 9.4%   
Activision Blizzard, Inc. (d) 39,199,802 1,415,505 
Adobe Systems, Inc. (a) 12,938,334 1,332,001 
Autodesk, Inc. (a) 819,860 60,678 
CDK Global, Inc. 1,162,360 69,381 
Citrix Systems, Inc. (a) 2,419,200 216,059 
Electronic Arts, Inc. (a) 7,938,294 625,220 
Gigamon, Inc. (a) 467,671 21,302 
Intuit, Inc. 1,039,971 119,191 
Microsoft Corp. 42,494,023 2,640,579 
Nintendo Co. Ltd. 150,000 31,181 
Paycom Software, Inc. (a) 1,446,570 65,804 
RealPage, Inc. (a) 2,885,235 86,557 
Red Hat, Inc. (a) 268,200 18,694 
Salesforce.com, Inc. (a) 27,644,436 1,892,538 
ServiceNow, Inc.(a) 365,800 27,194 
Snap, Inc. 1,875,642 28,810 
Symantec Corp. 4,821,550 115,187 
Trion World, Inc. (a)(f) 4,607,810 415 
Trion World, Inc.:   
warrants 8/10/17 (a)(f) 124,589 0 
warrants 10/3/18 (a)(f) 183,516 0 
Ultimate Software Group, Inc. (a)(d) 1,872,825 341,510 
VMware, Inc. Class A (a)(b) 271,100 21,344 
Workday, Inc. Class A (a) 6,521,020 430,974 
  9,560,124 
Technology Hardware, Storage & Peripherals - 3.1%   
Apple, Inc. 26,108,334 3,023,867 
Samsung Electronics Co. Ltd. 97,142 144,998 
  3,168,865 
TOTAL INFORMATION TECHNOLOGY  37,838,178 
MATERIALS - 2.9%   
Chemicals - 1.4%   
Air Products & Chemicals, Inc. 2,585,799 371,890 
Celanese Corp. Class A 258,300 20,339 
E.I. du Pont de Nemours & Co. 2,961,300 217,359 
FMC Corp. 890,800 50,384 
LyondellBasell Industries NV Class A 349,200 29,954 
Monsanto Co. 227,807 23,968 
PPG Industries, Inc. 2,567,633 243,309 
Sherwin-Williams Co. 1,408,964 378,645 
The Chemours Co. LLC 1,933,887 42,720 
The Dow Chemical Co. 182,100 10,420 
Westlake Chemical Corp. 175,949 9,851 
  1,398,839 
Construction Materials - 0.4%   
Eagle Materials, Inc. 579,100 57,059 
Martin Marietta Materials, Inc. 1,344,958 297,949 
Vulcan Materials Co. 923,600 115,589 
  470,597 
Containers & Packaging - 0.2%   
Ball Corp. 1,993,818 149,676 
WestRock Co. 611,300 31,036 
  180,712 
Metals & Mining - 0.9%   
B2Gold Corp. (a)(d) 56,160,926 133,433 
Fortescue Metals Group Ltd. 7,882,539 33,505 
Franco-Nevada Corp. (b) 4,555,533 272,385 
Ivanhoe Mines Ltd. (a)(d) 44,902,208 84,945 
Ivanhoe Mines Ltd. (a)(c)(d) 15,466,509 29,259 
Newcrest Mining Ltd. 10,235,051 149,569 
Novagold Resources, Inc. (a) 7,580,726 34,667 
Nucor Corp. 1,415,300 84,239 
Steel Dynamics, Inc. 1,934,200 68,819 
Teck Resources Ltd. Class B (sub. vtg.) 1,383,500 27,688 
  918,509 
TOTAL MATERIALS  2,968,657 
REAL ESTATE - 0.1%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Tower Corp. 670,773 70,887 
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Class A (a)(f) 644,857 32,367 
TOTAL REAL ESTATE  103,254 
TELECOMMUNICATION SERVICES - 0.4%   
Wireless Telecommunication Services - 0.4%   
SoftBank Corp. 989,900 65,506 
T-Mobile U.S., Inc. (a) 6,545,657 376,441 
  441,947 
TOTAL COMMON STOCKS   
(Cost $57,924,714)  100,196,489 
Convertible Preferred Stocks - 1.6%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc.:   
Series D (a)(f) 578,817 60,776 
Series E (a)(f) 388,853 40,830 
Handy Technologies, Inc. Series C (a)(f) 3,537,042 13,443 
  115,049 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(f) 4,329,591 59,705 
HEALTH CARE - 0.2%   
Biotechnology - 0.1%   
23andMe, Inc. Series E (a)(f) 664,987 5,898 
Intarcia Therapeutics, Inc. Series CC (a)(f) 2,100,446 126,027 
  131,925 
Health Care Providers & Services - 0.1%   
Get Heal, Inc. Series B (f) 35,877,127 10,944 
Mulberry Health, Inc. Series A8 (f) 7,960,894 51,985 
  62,929 
TOTAL HEALTH CARE  194,854 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(f) 558,215 60,873 
INFORMATION TECHNOLOGY - 0.9%   
Internet Software & Services - 0.8%   
Dropbox, Inc.:   
Series A (a)(f) 1,260,898 14,551 
Series C (a)(f) 698,385 8,059 
Pinterest, Inc.:   
Series E, 8.00% (a)(f) 54,841,080 454,084 
Series F, 8.00% (a)(f) 3,455,720 28,613 
Series G, 8.00% (a)(f) 4,301,275 35,615 
Uber Technologies, Inc. Series D, 8.00% (a)(f) 4,868,916 237,468 
  778,390 
Software - 0.1%   
Cloudera, Inc. Series F (a)(f) 1,316,883 34,246 
Cloudflare, Inc. Series D 0.08% (a)(f) 4,303,714 20,357 
Delphix Corp. Series D (a)(f) 3,712,687 16,893 
Snap, Inc. Series F (a)(f) 1,875,642 28,810 
  100,306 
TOTAL INFORMATION TECHNOLOGY  878,696 
REAL ESTATE - 0.3%   
Real Estate Management & Development - 0.3%   
WeWork Companies, Inc.:   
Series E (a)(f) 5,803,713 291,301 
Series F (f) 269,484 13,526 
  304,827 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series D (a)(f) 2,538,649 11,729 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $928,087)  1,625,733 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Software - 0.0%   
Trion World, Inc. 12% 10/10/19 pay-in-kind(f)(g)   
(Cost $1,738) $1,741 765 
Bank Loan Obligations - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Multiline Retail - 0.0%   
JC Penney Corp., Inc. Tranche B, term loan 5.25% 6/23/23 (g) 21,801 21,883 
INDUSTRIALS - 0.0%   
Building Products - 0.0%   
Jeld-Wen, Inc. Tranche B 2LN, term loan 4.75% 7/1/22 (g) 24,631 24,908 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $46,200)  46,791 
 Shares Value (000s) 
Money Market Funds - 0.8%   
Fidelity Cash Central Fund, 0.60% (h) 204,282,440 204,323 
Fidelity Securities Lending Cash Central Fund 0.65% (h)(i) 630,195,832 630,259 
TOTAL MONEY MARKET FUNDS   
(Cost $834,550)  834,582 
TOTAL INVESTMENT PORTFOLIO - 100.6%   
(Cost $59,735,289)  102,704,360 
NET OTHER ASSETS (LIABILITIES) - (0.6)%  (639,219) 
NET ASSETS - 100%  $102,065,141 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

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

 (c) 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 $106,693,000 or 0.1% of net assets.

 (d) Affiliated company

 (e) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (f) 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 $1,897,659,000 or 1.9% of net assets.

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

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
23andMe, Inc. Series E 6/18/15 $7,200 
Airbnb, Inc. Series D 4/16/14 $23,565 
Airbnb, Inc. Series E 6/29/15 $36,200 
Altiostar Networks, Inc. Series D 1/7/15 $31,200 
ASAC II LP 10/10/13 $3,041 
Blue Apron, Inc. Series D 5/18/15 $57,700 
Centennial Resource Development, Inc. Class A 10/11/16 - 12/28/16 $85,917 
Cloudera, Inc. Series F 2/5/14 $19,174 
Cloudflare, Inc. Series D 0.08% 11/5/14 - 6/24/15 $26,827 
Delphix Corp. Series D 7/10/15 $33,414 
Dropbox, Inc. 5/2/12 $49,445 
Dropbox, Inc. Series A 5/29/12 $11,410 
Dropbox, Inc. Series C 1/30/14 $13,340 
Get Heal, Inc. Series B 11/7/16 $10,944 
Handy Technologies, Inc. Series C 10/14/15 $20,727 
Intarcia Therapeutics, Inc. Series CC 11/14/12 $28,629 
Mulberry Health, Inc. Series A8 1/20/16 $53,774 
Pinterest, Inc. Series E, 8.00% 10/23/13 $159,376 
Pinterest, Inc. Series F, 8.00% 5/15/14 $11,739 
Pinterest, Inc. Series G, 8.00% 2/27/15 $30,879 
Snap, Inc. Series F 2/12/16 $28,630 
Space Exploration Technologies Corp. Class A 10/16/15 $17,828 
Space Exploration Technologies Corp. Series G 1/20/15 $43,239 
Trion World, Inc. 8/22/08 - 3/20/13 $25,151 
Trion World, Inc. warrants 8/10/17 8/10/10 $0 
Trion World, Inc. warrants 10/3/18 10/10/13 $0 
Trion World, Inc. 12% 10/10/19 pay-in-kind 10/10/13 - 10/10/16 $1,738 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $75,532 
Weinstein Co. Holdings LLC Class A-1 unit 10/19/05 $41,234 
WeWork Companies, Inc. Class A 6/23/15 $21,209 
WeWork Companies, Inc. Series E 6/23/15 $190,882 
WeWork Companies, Inc. Series F 12/1/16 $13,526 

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 $10,918 
Fidelity Securities Lending Cash Central Fund 19,889 
Total $30,807 

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 
Activision Blizzard, Inc. $215,163 $173,662 $38,312 $1,439 $1,415,505 
Air Lease Corp. Class A 51,263 -- 1,562 341 -- 
Air Lease Corp. Class A 187,246 -- 150,100 545 -- 
Amphenol Corp. Class A 1,394,816 46,775 175,707 14,039 1,616,746 
B2Gold Corp. 57,677 2,023 3,933 -- 133,433 
Birchcliff Energy Ltd. 16,025 10,999 3,813 -- 154,808 
Birchcliff Energy Ltd. 2,003 -- -- -- 4,788 
Chipotle Mexican Grill, Inc. 934,389 31,763 648,188 -- -- 
Ivanhoe Mines Ltd. 4,308 55,770 28,917 -- 84,945 
Ivanhoe Mines Ltd. 7,027 -- 740 -- 29,259 
Liberty Media Corp. Liberty Media Class C -- 24,978 1,222 -- 62,558 
Liberty Media Corp. Liberty SiriusXM Class A -- 12,118 282 -- 11,502 
Liberty Media Corp. Liberty SiriusXM Class C -- 21,315 4,627 -- 180,839 
LINE Corp. ADR -- 19,802 20,541 -- -- 
Metro Bank PLC -- 863,678 5,956 -- 221,999 
Metro Bank PLC Class A 81,353 45,687 -- -- -- 
Mettler-Toledo International, Inc. 555,432 85,010 22,566 -- 755,194 
Ollie's Bargain Outlet Holdings, Inc. 41 69,293 20,451 -- -- 
Ultimate Software Group, Inc. 291,863 88,417 10,938 -- 341,510 
Total $3,798,606 $1,551,290 $1,137,855 $16,364 $5,013,086 

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


Investment Valuation

The following is a summary of the inputs used, as of December 31, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $18,879,441 $18,668,309 $93,092 $118,040 
Consumer Staples 4,151,350 4,091,645 -- 59,705 
Energy 3,101,124 3,059,577 41,547 -- 
Financials 16,552,565 16,428,253 124,312 -- 
Health Care 10,077,065 9,882,211 -- 194,854 
Industrials 6,513,389 6,430,672 -- 82,717 
Information Technology 38,716,874 37,387,560 351,703 977,611 
Materials 2,968,657 2,968,657 -- -- 
Real Estate 408,081 70,887 -- 337,194 
Telecommunication Services 453,676 376,441 65,506 11,729 
Corporate Bonds 765 -- -- 765 
Bank Loan Obligations 46,791 -- 46,791 -- 
Money Market Funds 834,582 834,582 -- -- 
Total Investments in Securities: $102,704,360 $100,198,794 $722,951 $1,782,615 

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

(Amounts in thousands)  
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $2,047,464 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (661,361) 
Cost of Purchases 82,770 
Proceeds of Sales (491,262) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $977,611 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $(668,702) 
Other Investments in Securities  
Beginning Balance $928,809 
Net Realized Gain (Loss) on Investment Securities (427) 
Net Unrealized Gain (Loss) on Investment Securities 60,841 
Cost of Purchases 124,183 
Proceeds of Sales (308,402) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $805,004 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $61,585 

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

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  December 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $600,750) — See accompanying schedule:
Unaffiliated issuers (cost $56,449,382) 		$96,856,692  
Fidelity Central Funds (cost $834,550) 834,582  
Other affiliated issuers (cost $2,451,357) 5,013,086  
Total Investments (cost $59,735,289)  $102,704,360 
Receivable for investments sold   
Regular delivery  726,259 
Delayed delivery  62 
Receivable for fund shares sold  76,986 
Dividends receivable  55,189 
Interest receivable  348 
Distributions receivable from Fidelity Central Funds  1,242 
Prepaid expenses  283 
Other receivables  21,750 
Total assets  103,586,479 
Liabilities   
Payable to custodian bank $1  
Payable for investments purchased 103,163  
Payable for fund shares redeemed 740,631  
Accrued management fee 32,773  
Other affiliated payables 10,439  
Other payables and accrued expenses 4,182  
Collateral on Securities Loaned 630,149  
Total liabilities  1,521,338 
Net Assets  $102,065,141 
Net Assets consist of:   
Paid in capital  $58,748,655 
Undistributed net investment income  11,928 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  335,540 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  42,969,018 
Net Assets  $102,065,141 
Contrafund:   
Net Asset Value, offering price and redemption price per share ($73,034,605 ÷ 741,824 shares)  $98.45 
Class K:   
Net Asset Value, offering price and redemption price per share ($29,030,536 ÷ 295,097 shares)  $98.38 

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


Statement of Operations

Amounts in thousands  Year ended December 31, 2016 
Investment Income   
Dividends (including $16,364 earned from other affiliated issuers)  $988,234 
Interest  4,904 
Income from Fidelity Central Funds  30,807 
Total income  1,023,945 
Expenses   
Management fee   
Basic fee $579,704  
Performance adjustment (22,780)  
Transfer agent fees 123,726  
Accounting and security lending fees 3,651  
Custodian fees and expenses 1,567  
Independent trustees' fees and expenses 460  
Depreciation in deferred trustee compensation account (1)  
Registration fees 520  
Audit 280  
Legal 275  
Interest 9  
Miscellaneous 798  
Total expenses before reductions 688,209  
Expense reductions (2,444) 685,765 
Net investment income (loss)  338,180 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 5,406,189  
Fidelity Central Funds 278  
Other affiliated issuers 341,757  
Foreign currency transactions 906  
Total net realized gain (loss)  5,749,130 
Change in net unrealized appreciation (depreciation) on:
Investment securities 		(2,528,631)  
Assets and liabilities in foreign currencies 135  
Total change in net unrealized appreciation (depreciation)  (2,528,496) 
Net gain (loss)  3,220,634 
Net increase (decrease) in net assets resulting from operations  $3,558,814 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended December 31, 2016 Year ended December 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $338,180 $396,292 
Net realized gain (loss) 5,749,130 7,845,998 
Change in net unrealized appreciation (depreciation) (2,528,496) (1,344,828) 
Net increase (decrease) in net assets resulting from operations 3,558,814 6,897,462 
Distributions to shareholders from net investment income (330,490) (359,493) 
Distributions to shareholders from net realized gain (3,609,095) (5,311,883) 
Total distributions (3,939,585) (5,671,376) 
Share transactions - net increase (decrease) (6,837,671) (1,478,787) 
Total increase (decrease) in net assets (7,218,442) (252,701) 
Net Assets   
Beginning of period 109,283,583 109,536,284 
End of period $102,065,141 $109,283,583 
Other Information   
Undistributed net investment income end of period $11,928 $11,053 

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


Financial Highlights — Fidelity Contrafund

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $98.92 $97.97 $96.14 $77.57 $67.45 
Income from Investment Operations      
Net investment income (loss)A .29 .33 .30 .33 .30 
Net realized and unrealized gain (loss) 2.99 5.89 8.67 25.70 10.66 
Total from investment operations 3.28 6.22 8.97 26.03 10.96 
Distributions from net investment income (.29) (.31) (.25) (.13) (.19)B 
Distributions from net realized gain (3.46) (4.96) (6.89) (7.33) (.65)B 
Total distributions (3.75) (5.27) (7.14) (7.46) (.84) 
Net asset value, end of period $98.45 $98.92 $97.97 $96.14 $77.57 
Total ReturnC 3.36% 6.46% 9.56% 34.15% 16.26% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .68% .71% .64% .67% .74% 
Expenses net of fee waivers, if any .68% .71% .64% .67% .74% 
Expenses net of all reductions .68% .70% .64% .66% .74% 
Net investment income (loss) .29% .33% .31% .37% .40% 
Supplemental Data      
Net assets, end of period (in millions) $73,035 $77,724 $75,057 $74,962 $58,769 
Portfolio turnover rateF 41%G 35%G 45%G 46% 48% 

 A Calculated based on average shares outstanding during the period.

 B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

 D 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.

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

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

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


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


Financial Highlights — Fidelity Contrafund Class K

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $98.84 $97.90 $96.07 $77.51 $67.40 
Income from Investment Operations      
Net investment income (loss)A .38 .43 .40 .42 .39 
Net realized and unrealized gain (loss) 3.01 5.88 8.68 25.70 10.65 
Total from investment operations 3.39 6.31 9.08 26.12 11.04 
Distributions from net investment income (.39) (.41) (.36) (.23) (.28)B 
Distributions from net realized gain (3.46) (4.96) (6.89) (7.33) (.65)B 
Total distributions (3.85) (5.37) (7.25) (7.56) (.93) 
Net asset value, end of period $98.38 $98.84 $97.90 $96.07 $77.51 
Total ReturnC 3.48% 6.55% 9.68% 34.30% 16.40% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .58% .61% .54% .56% .63% 
Expenses net of fee waivers, if any .58% .61% .54% .56% .63% 
Expenses net of all reductions .58% .61% .54% .56% .62% 
Net investment income (loss) .39% .43% .41% .48% .51% 
Supplemental Data      
Net assets, end of period (in millions) $29,031 $31,560 $34,479 $35,982 $25,644 
Portfolio turnover rateF 41%G 35%G 45%G 46% 48% 

 A Calculated based on average shares outstanding during the period.

 B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

 D 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.

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

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

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


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


Notes to Financial Statements

For the period ended December 31, 2016
(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.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 12/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Corporate Bonds $765 Recovery value Recovery value 43.9% Increase 
Equities $1,781,850 Discounted cash flow Discount rate 8.0% - 22.1% / 9.9% Decrease 
   Growth rate 2.0% - 3.0% / 2.9% Increase 
   Discount for lack of marketability 20.0% - 25.0% / 20.7% Decrease 
   Weighted average cost of capital (WACC) 25.0% Decrease 
  Market Approach Discount rate 3.0% - 50.0% / 10.4% Decrease
 
   Transaction price $0.31 - $105.00 / $55.02 Increase
 
   Discount for lack of marketability 15.0% - 30.0% / 17.7% Decrease
 
   Premium rate 10.0% - 130.0% / 57.9% Increase 
  Market comparable Enterprise value/Sales multiple (EV/S) 0.6 - 6.7 / 3.9 Increase 
   Enterprise value/EBITDA multiple (EV/EBITDA) 8.5 Increase 
   Enterprise value/Gross profit multiple (EV/GP) 5.2 Increase 
  Recovery value Recovery value 0.0% - 0.2% / 0.2% Increase 
   Liquidity preference $5.86 - $6.75 / $12.61 Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


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 December 31, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $43,713,171 
Gross unrealized depreciation (1,073,781) 
Net unrealized appreciation (depreciation) on securities $42,639,390 
Tax Cost $60,064,970 

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

Undistributed ordinary income $15,596 
Undistributed long-term capital gain $665,221 
Net unrealized appreciation (depreciation) on securities and other investments $42,639,336 

The tax character of distributions paid was as follows:

 December 31, 2016 December 31, 2015 
Ordinary Income $330,490 $ 359,493 
Long-term Capital Gains 3,609,095 5,311,883 
Total $3,939,585 $ 5,671,376 

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.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $2,991 in this Subsidiary, representing .00% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $41,593,047 and $44,902,346, respectively.

Redemptions In-Kind. During the period, 32,360 shares of the Fund held by unaffiliated entities were redeemed in-kind for investments and cash, including accrued interest, with a value of $ 3,198,227. The net realized gain of $1,930,771 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

Prior Fiscal Year Redemptions In-Kind. During the prior period, 38,490 shares of the Fund held by unaffiliated entities were redeemed in-kind for investments and cash with a value of $3,871,187. The Fund had a net realized gain of $2,307,282 on investments delivered through the in-kind redemptions. The amount of the in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Contrafund as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .53% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of 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
Class-Level Average
Net Assets 
Contrafund $109,459 .15 
Class K 14,267 .05 
 $ 123,726  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $986 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $44,368 .71% $9 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $272 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,051. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $19,889, including $604 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $1,646 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $8.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $790.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
December 31, 2016 		Year ended December 31, 2015 
From net investment income   
Contrafund $214,155 $234,900 
Class K 116,335 124,593 
Total $330,490 $359,493 
From net realized gain   
Contrafund $2,569,613 $3,753,385 
Class K 1,039,482 1,558,498 
Total $3,609,095 $5,311,883 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended
December 31, 2016 		Year ended December 31, 2015 Year ended
December 31, 2016 		Year ended December 31, 2015 
Contrafund     
Shares sold 78,941 88,333 $7,647,980 $8,950,532 
Reinvestment of distributions 27,050 38,937 2,642,747 3,803,760 
Shares redeemed (149,912)(a) (107,615)(b) (14,712,987)(a) (10,887,026)(b) 
Net increase (decrease) (43,921) 19,655 $(4,422,260) $1,867,266 
Class K     
Shares sold 52,783 62,375 $5,115,103 $6,324,048 
Reinvestment of distributions 11,835 17,242 1,155,817 1,683,091 
Shares redeemed (88,812)(a) (112,522)(b) (8,686,331)(a) (11,353,192)(b) 
Net increase (decrease) (24,194) (32,905) $(2,415,411) $(3,346,053) 

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

 (b) Amount includes in-kind redemptions (see Note 4: Prior Fiscal Year Redemptions In-Kind).


11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and 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) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fidelity 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 as of December 31, 2016 by correspondence with the custodian, agent banks and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 14, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 169 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (July 1, 2016 to December 31, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
July 1, 2016 		Ending
Account Value
December 31, 2016 		Expenses Paid
During Period-B
July 1, 2016
to December 31, 2016 
Contrafund .62%    
Actual  $1,000.00 $1,046.20 $3.19 
Hypothetical-C  $1,000.00 $1,022.02 $3.15 
Class K .52%    
Actual  $1,000.00 $1,046.70 $2.68 
Hypothetical-C  $1,000.00 $1,022.52 $2.64 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
Contrafund 02/13/2017 02/10/2017 $0.016 $0.660 
Class K 02/13/2017 02/10/2017 $0.016 $0.660 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2016, $3,847,236,280, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Contrafund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Contrafund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Contrafund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

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

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

CON-ANN-0217
1.540009.119

Fidelity Advisor® Series Opportunistic Insights Fund



Annual Report

December 31, 2016



Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


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. © 2017 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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended December 31, 2016 Past 1 year Life of fundA 
Fidelity Advisor® Series Opportunistic Insights Fund 1.45% 14.09% 

 A From December 6, 2012


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Series Opportunistic Insights Fund on December 6, 2012, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Index performed over the same period.


Period Ending Values
$17,105Fidelity Advisor® Series Opportunistic Insights Fund
$17,249Russell 3000® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500® index returned 11.96% in 2016, rising sharply on post-election optimism for economic growth. The year began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. Stocks reacted to the outcome by reaching a series of all-time highs. For the year, energy (+27%) led the way amid two strong rallies in commodity prices, one in the spring and another in November. Telecommunication services (+23%) was close behind, as demand for dividend-paying equities was high early in the period. Cyclical sectors, including financials (+22%), industrials (+18%) and materials (+17%), also posted strong gains. Conversely, consumer staples (+5%) and consumer discretionary (+6%) lagged the index, the latter hurt as online competition continued to pressure brick-and-mortar retailers. Real estate (+3%) struggled due to expectations for rising interest rates, while health care (-2%) was hampered by an uncertain political and regulatory outlook.

Comments from Portfolio Manager William Danoff:  For the year, the fund gained 1.45%, trailing the 12.74% advance of the benchmark Russell 3000® Index. Versus the benchmark, security selection in the information technology sector was the fund's biggest detractor. Fundamentals in technology were fine during the year, but the stocks of many leading tech companies lagged as valuations fell. These included salesforce.com and Alphabet, both sizable overweightings for the fund. Cloud-computing firm salesforce.com gained market share in enterprise sales, grew sales and increased earnings per share over the past 12 months, but its share price returned roughly -13%. Alphabet, a leader in web search and machine learning, increased both sales and earnings, but its stock rose only about 2%. In consumer discretionary, lower traffic to stores and restaurants hampered profits at footwear and apparel maker Nike and coffee giant Starbucks, both of which detracted this year. Conversely, our top relative contributor was our decision to avoid benchmark stock Allergan. Shares of the Ireland-headquartered drugmaker fell in April after federal regulators blocked its proposed merger with Pfizer. It also helped to overweight conglomerate Berkshire Hathaway, as shares benefited from the post-election rally in financials – the company's primary business is insurance.

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

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Facebook, Inc. Class A 7.9 7.9 
Amazon.com, Inc. 7.7 7.3 
Alphabet, Inc. Class A 3.8 3.5 
Berkshire Hathaway, Inc. Class A 3.3 3.0 
Alphabet, Inc. Class C 3.2 3.0 
Salesforce.com, Inc. 3.1 3.6 
Netflix, Inc. 2.9 2.2 
Apple, Inc. 1.9 1.0 
Visa, Inc. Class A 1.7 1.7 
Priceline Group, Inc. 1.7 1.5 
 37.2  

Top Five Market Sectors as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 39.4 34.1 
Consumer Discretionary 23.3 25.1 
Financials 10.3 9.2 
Health Care 8.3 11.1 
Industrials 6.3 6.1 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of December 31, 2016* 
   Stocks 96.3% 
   Convertible Securities 2.6% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.0% 


 * Foreign investments - 6.8%


As of June 30, 2016* 
   Stocks 96.2% 
   Convertible Securities 2.6% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.1% 


 * Foreign investments - 8.3%


Investments December 31, 2016

Showing Percentage of Net Assets

Common Stocks - 96.3%   
 Shares Value 
CONSUMER DISCRETIONARY - 23.2%   
Automobiles - 1.6%   
BYD Co. Ltd. (H Shares) 14,000 $73,385 
Fuji Heavy Industries Ltd. 4,400 179,652 
General Motors Co. 65,700 2,288,988 
Harley-Davidson, Inc. 2,400 140,016 
Tesla Motors, Inc. (a)(b) 49,269 10,528,293 
  13,210,334 
Diversified Consumer Services - 0.1%   
Bright Horizons Family Solutions, Inc. (a) 3,000 210,060 
Weight Watchers International, Inc. (a) 47,200 540,440 
  750,500 
Hotels, Restaurants & Leisure - 2.7%   
ARAMARK Holdings Corp. 25,600 914,432 
Chipotle Mexican Grill, Inc. (a) 4,529 1,708,882 
Churchill Downs, Inc. 600 90,270 
Chuy's Holdings, Inc. (a) 15,300 496,485 
Compass Group PLC 8,500 157,093 
Cracker Barrel Old Country Store, Inc. 500 83,490 
Darden Restaurants, Inc. 4,916 357,492 
Del Taco Restaurants, Inc. (a) 6,500 91,780 
Domino's Pizza, Inc. 5,900 939,516 
Hilton Worldwide Holdings, Inc. 3,200 87,040 
Marriott International, Inc. Class A 31,700 2,620,956 
Papa John's International, Inc. 1,100 94,138 
Popeyes Louisiana Kitchen, Inc. (a) 7,700 465,696 
Royal Caribbean Cruises Ltd. 8,716 715,061 
Sodexo SA 800 91,960 
Starbucks Corp. 237,620 13,192,662 
Texas Roadhouse, Inc. Class A 1,800 86,832 
U.S. Foods Holding Corp. 3,300 90,684 
Vail Resorts, Inc. 3,500 564,585 
  22,849,054 
Household Durables - 0.2%   
Mohawk Industries, Inc. (a) 7,400 1,477,632 
Internet & Direct Marketing Retail - 12.4%   
Amazon.com, Inc. (a) 84,893 63,658,714 
ASOS PLC (a) 1,400 85,647 
Netflix, Inc. (a) 190,627 23,599,623 
Priceline Group, Inc. (a) 9,300 13,634,358 
Start Today Co. Ltd. 5,000 86,374 
Takeaway.com Holding BV (c) 7,100 175,635 
TripAdvisor, Inc. (a) 22,634 1,049,539 
  102,289,890 
Media - 1.9%   
CBS Corp. Class B 1,659 105,546 
Charter Communications, Inc. Class A (a) 16,385 4,717,569 
DISH Network Corp. Class A (a) 1,700 98,481 
Interpublic Group of Companies, Inc. 19,100 447,131 
Liberty Broadband Corp.:   
Class A (a) 12,525 907,562 
Class C (a) 19,951 1,477,771 
Liberty Global PLC:   
Class A (a) 39,148 1,197,537 
LiLAC Class A (a) 9,510 208,840 
LiLAC Class C (a) 3,202 67,786 
Liberty Media Corp.:   
Liberty Media Class C (a) 29,656 929,122 
Liberty SiriusXM Class A (a) 2,400 82,848 
Liberty SiriusXM Class C (a) 84,204 2,856,200 
Megacable Holdings S.A.B. de CV unit 3,600 12,054 
Naspers Ltd. Class N 3,400 496,372 
Omnicom Group, Inc. 8,800 748,968 
Sirius XM Holdings, Inc. (b) 165,800 737,810 
The Walt Disney Co. 5,700 594,054 
  15,685,651 
Multiline Retail - 0.5%   
Dollar Tree, Inc. (a) 12,900 995,622 
Dollarama, Inc. 500 36,637 
Next PLC 13,400 822,901 
Ollie's Bargain Outlet Holdings, Inc. (a) 88,200 2,509,290 
  4,364,450 
Specialty Retail - 2.7%   
AutoNation, Inc. (a) 2,500 121,625 
AutoZone, Inc. (a) 2,300 1,816,517 
Best Buy Co., Inc. 10,800 460,836 
Home Depot, Inc. 40,200 5,390,016 
Inditex SA 2,323 79,301 
Nitori Holdings Co. Ltd. 3,300 377,224 
O'Reilly Automotive, Inc. (a) 18,134 5,048,687 
Ross Stores, Inc. 15,300 1,003,680 
TJX Companies, Inc. 99,613 7,483,925 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 1,500 382,410 
Urban Outfitters, Inc. (a) 2,700 76,896 
  22,241,117 
Textiles, Apparel & Luxury Goods - 1.1%   
adidas AG 10,100 1,596,360 
Coach, Inc. 49,100 1,719,482 
NIKE, Inc. Class B 100,890 5,128,239 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 5,144 149,433 
Class C (non-vtg.) 20,783 523,108 
  9,116,622 
TOTAL CONSUMER DISCRETIONARY  191,985,250 
CONSUMER STAPLES - 4.4%   
Beverages - 0.6%   
Boston Beer Co., Inc. Class A (a)(b) 9,431 1,601,855 
Coca-Cola Bottling Co. Consolidated 10,200 1,824,270 
Constellation Brands, Inc. Class A (sub. vtg.) 3,700 567,247 
Kweichow Moutai Co. Ltd. (A Shares) 4,600 221,323 
PepsiCo, Inc. 6,400 669,632 
The Coca-Cola Co. 3,800 157,548 
  5,041,875 
Food & Staples Retailing - 0.7%   
Alimentation Couche-Tard, Inc. Class B (sub. vtg.) 15,200 689,216 
Costco Wholesale Corp. 19,358 3,099,409 
Sysco Corp. 25,900 1,434,083 
  5,222,708 
Food Products - 0.7%   
Associated British Foods PLC 35,465 1,199,759 
Mondelez International, Inc. 60,435 2,679,084 
The Kraft Heinz Co. 24,500 2,139,340 
  6,018,183 
Household Products - 1.3%   
Colgate-Palmolive Co. 161,657 10,578,834 
Spectrum Brands Holdings, Inc. 2,600 318,058 
  10,896,892 
Personal Products - 1.1%   
Estee Lauder Companies, Inc. Class A 113,230 8,660,963 
L'Oreal SA 1,322 241,304 
  8,902,267 
TOTAL CONSUMER STAPLES  36,081,925 
ENERGY - 3.4%   
Energy Equipment & Services - 0.3%   
Schlumberger Ltd. 30,450 2,556,278 
Oil, Gas & Consumable Fuels - 3.1%   
Anadarko Petroleum Corp. 13,800 962,274 
Birchcliff Energy Ltd. (a) 158,500 1,106,130 
Canadian Natural Resources Ltd. 51,900 1,654,043 
Centennial Resource Development, Inc.:   
Class A (d) 40,200 792,744 
Class A (a)(b) 52,210 1,029,581 
Class A (d) 18,800 333,662 
Cimarex Energy Co. 1,800 244,620 
Concho Resources, Inc. (a) 10,100 1,339,260 
Continental Resources, Inc. (a) 32,200 1,659,588 
Diamondback Energy, Inc. (a) 23,800 2,405,228 
Encana Corp. 51,500 604,506 
EOG Resources, Inc. 92,815 9,383,597 
Extraction Oil & Gas, Inc. 9,532 191,021 
Par Pacific Holdings, Inc. (a) 329 4,784 
PDC Energy, Inc. (a) 5,900 428,222 
Peyto Exploration & Development Corp. 3,000 74,204 
Pioneer Natural Resources Co. 12,500 2,250,875 
PrairieSky Royalty Ltd. 11,780 280,232 
TAG Oil Ltd. (a) 158,192 90,722 
Tamarack Valley Energy Ltd. (a) 159,600 411,288 
Tesoro Corp. 2,900 253,605 
  25,500,186 
TOTAL ENERGY  28,056,464 
FINANCIALS - 10.1%   
Banks - 4.3%   
Banco Santander Chile sponsored ADR 24,100 527,067 
Bank of America Corp. 164,000 3,624,400 
Capitec Bank Holdings Ltd. 3,700 187,239 
Citigroup, Inc. 205,173 12,193,431 
Citizens Financial Group, Inc. 2,500 89,075 
HDFC Bank Ltd. sponsored ADR 53,188 3,227,448 
JPMorgan Chase & Co. 46,500 4,012,485 
Kotak Mahindra Bank Ltd. 7,409 78,468 
M&T Bank Corp. 10,500 1,642,515 
Metro Bank PLC 800 28,838 
PNC Financial Services Group, Inc. 11,600 1,356,736 
PT Bank Central Asia Tbk 75,600 86,977 
U.S. Bancorp 34,800 1,787,676 
Wells Fargo & Co. 118,904 6,552,799 
  35,395,154 
Capital Markets - 1.4%   
BlackRock, Inc. Class A 7,747 2,948,043 
CBOE Holdings, Inc. 3,600 266,004 
Charles Schwab Corp. 13,000 513,110 
CME Group, Inc. 4,400 507,540 
Goldman Sachs Group, Inc. 2,700 646,515 
IntercontinentalExchange, Inc. 16,400 925,288 
MarketAxess Holdings, Inc. 1,400 205,688 
Morgan Stanley 34,900 1,474,525 
MSCI, Inc. 12,425 978,842 
Oaktree Capital Group LLC Class A 26,108 979,050 
S&P Global, Inc. 22,353 2,403,842 
  11,848,447 
Consumer Finance - 0.1%   
Capital One Financial Corp. 8,000 697,920 
Diversified Financial Services - 3.3%   
Berkshire Hathaway, Inc. Class A (a) 111 27,097,431 
Insurance - 1.0%   
Admiral Group PLC 22,600 508,860 
Chubb Ltd. 36,065 4,764,908 
Direct Line Insurance Group PLC 96,500 439,315 
Fairfax Financial Holdings Ltd. (sub. vtg.) 1,600 772,800 
Marsh & McLennan Companies, Inc. 28,008 1,893,061 
  8,378,944 
TOTAL FINANCIALS  83,417,896 
HEALTH CARE - 8.2%   
Biotechnology - 1.7%   
Acceleron Pharma, Inc. (a) 8,000 204,160 
Advaxis, Inc. (a) 34,821 249,318 
Agios Pharmaceuticals, Inc. (a) 9,000 375,570 
Amgen, Inc. 11,900 1,739,899 
Celgene Corp. (a) 4,000 463,000 
Enanta Pharmaceuticals, Inc. (a) 10,374 347,529 
Five Prime Therapeutics, Inc. (a) 2,100 105,231 
Genmab A/S (a) 5,000 830,442 
Gilead Sciences, Inc. 54,440 3,898,448 
Intrexon Corp. (a)(b) 24,300 590,490 
Macrogenics, Inc. (a) 17,900 365,876 
NantKwest, Inc. (a)(b) 18,600 106,392 
Neurocrine Biosciences, Inc. (a) 25,774 997,454 
Opko Health, Inc. (a)(b) 42,000 390,600 
OvaScience, Inc. (a) 149,980 229,469 
Regeneron Pharmaceuticals, Inc. (a) 6,500 2,386,085 
TESARO, Inc. (a) 4,800 645,504 
uniQure B.V. (a) 7,700 43,120 
  13,968,587 
Health Care Equipment & Supplies - 2.3%   
Baxter International, Inc. 7,400 328,116 
Becton, Dickinson & Co. 10,274 1,700,861 
Boston Scientific Corp. (a) 276,400 5,978,532 
C.R. Bard, Inc. 3,300 741,378 
Danaher Corp. 36,920 2,873,853 
DexCom, Inc. (a) 28,372 1,693,808 
Edwards Lifesciences Corp. (a) 24,588 2,303,896 
Intuitive Surgical, Inc. (a) 2,100 1,331,757 
Medtronic PLC 16,866 1,201,365 
Nevro Corp. (a) 8,800 639,408 
Penumbra, Inc. (a) 4,200 267,960 
  19,060,934 
Health Care Providers & Services - 2.4%   
Aetna, Inc. 700 86,807 
HealthEquity, Inc. (a) 2,500 101,300 
Henry Schein, Inc. (a) 56,493 8,570,553 
Humana, Inc. 2,000 408,060 
Surgical Care Affiliates, Inc. (a) 900 41,643 
UnitedHealth Group, Inc. 68,334 10,936,173 
  20,144,536 
Health Care Technology - 0.1%   
Cerner Corp. (a) 3,400 161,058 
Medidata Solutions, Inc. (a) 5,800 288,086 
NantHealth, Inc. 800 7,952 
  457,096 
Life Sciences Tools & Services - 0.9%   
Agilent Technologies, Inc. 5,500 250,580 
Eurofins Scientific SA 1,300 554,220 
ICON PLC (a) 1,100 82,720 
Mettler-Toledo International, Inc. (a) 9,855 4,124,909 
PRA Health Sciences, Inc. (a) 1,600 88,192 
Thermo Fisher Scientific, Inc. 8,081 1,140,229 
Waters Corp. (a) 11,213 1,506,915 
  7,747,765 
Pharmaceuticals - 0.8%   
Aralez Pharmaceuticals, Inc. (a)(b) 33,173 146,293 
Bristol-Myers Squibb Co. 93,568 5,468,114 
Dermira, Inc. (a) 9,400 285,102 
H Lundbeck A/S (a) 4,800 195,262 
Jiangsu Hengrui Medicine Co. Ltd. (A Shares) 13,560 88,838 
Teva Pharmaceutical Industries Ltd. sponsored ADR 13,700 496,625 
WAVE Life Sciences (a) 200 5,230 
  6,685,464 
TOTAL HEALTH CARE  68,064,382 
INDUSTRIALS - 6.1%   
Aerospace & Defense - 1.0%   
General Dynamics Corp. 10,800 1,864,728 
L-3 Communications Holdings, Inc. 2,200 334,642 
Northrop Grumman Corp. 13,000 3,023,540 
Raytheon Co. 8,000 1,136,000 
Saab AB (B Shares) 2,600 97,173 
Space Exploration Technologies Corp. Class A (a)(d) 1,487 162,157 
The Boeing Co. 4,200 653,856 
TransDigm Group, Inc. 5,300 1,319,488 
  8,591,584 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 5,500 402,930 
Expeditors International of Washington, Inc. 1,700 90,032 
FedEx Corp. 13,200 2,457,840 
XPO Logistics, Inc. (a) 8,200 353,912 
  3,304,714 
Airlines - 0.9%   
Ryanair Holdings PLC sponsored ADR (a) 35,835 2,983,622 
Southwest Airlines Co. 87,200 4,346,048 
  7,329,670 
Building Products - 0.6%   
A.O. Smith Corp. 10,000 473,500 
Fortune Brands Home & Security, Inc. 24,717 1,321,371 
Masco Corp. 89,763 2,838,306 
Toto Ltd. 17,300 684,599 
  5,317,776 
Commercial Services & Supplies - 0.1%   
Cintas Corp. 4,800 554,688 
Copart, Inc. (a) 3,933 217,928 
  772,616 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc. (a) 2,800 159,600 
Electrical Equipment - 0.6%   
Acuity Brands, Inc. 10,000 2,308,600 
Eaton Corp. PLC 6,200 415,958 
Fortive Corp. 36,360 1,949,987 
  4,674,545 
Industrial Conglomerates - 0.6%   
3M Co. 26,723 4,771,926 
Machinery - 0.8%   
Deere & Co. 2,400 247,296 
Fanuc Corp. 300 50,188 
Illinois Tool Works, Inc. 21,793 2,668,771 
Ingersoll-Rand PLC 10,700 802,928 
PACCAR, Inc. 18,800 1,201,320 
Rational AG 600 267,794 
Snap-On, Inc. 3,000 513,810 
Xylem, Inc. 10,300 510,056 
  6,262,163 
Professional Services - 0.7%   
Equifax, Inc. 33,322 3,939,660 
IHS Markit Ltd. (a) 11,408 403,957 
Recruit Holdings Co. Ltd. 2,100 84,270 
RELX PLC 5,100 91,073 
TransUnion Holding Co., Inc. (a) 27,900 862,947 
  5,381,907 
Road & Rail - 0.1%   
Canadian Pacific Railway Ltd. 2,200 313,881 
J.B. Hunt Transport Services, Inc. 4,500 436,815 
  750,696 
Trading Companies & Distributors - 0.3%   
HD Supply Holdings, Inc. (a) 58,500 2,486,835 
Univar, Inc. (a) 13,700 388,669 
  2,875,504 
TOTAL INDUSTRIALS  50,192,701 
INFORMATION TECHNOLOGY - 37.6%   
Communications Equipment - 0.3%   
Arista Networks, Inc. (a) 13,700 1,325,749 
F5 Networks, Inc. (a) 1,900 274,968 
Harris Corp. 1,800 184,446 
Motorola Solutions, Inc. 5,300 439,317 
Palo Alto Networks, Inc. (a) 500 62,525 
  2,287,005 
Electronic Equipment & Components - 1.6%   
Amphenol Corp. Class A 160,814 10,806,701 
CDW Corp. 25,541 1,330,431 
IPG Photonics Corp. (a) 7,900 779,809 
  12,916,941 
Internet Software & Services - 15.7%   
Alibaba Group Holding Ltd. sponsored ADR (a) 12,700 1,115,187 
Alphabet, Inc.:   
Class A (a) 39,739 31,491,171 
Class C (a) 34,000 26,241,880 
Apptio, Inc. Class A 1,300 24,089 
eBay, Inc. (a) 7,100 210,799 
Facebook, Inc. Class A (a) 571,006 65,694,232 
LogMeIn, Inc. 6,913 667,450 
MercadoLibre, Inc. 1,300 202,982 
Nutanix, Inc. Class B 24,249 611,851 
Rightmove PLC 8,439 405,921 
Shopify, Inc. Class A (a) 3,100 132,897 
SurveyMonkey (a)(d) 62,998 682,268 
Tencent Holdings Ltd. 80,800 1,959,167 
Twilio, Inc. Class A 22,702 654,953 
  130,094,847 
IT Services - 4.2%   
Accenture PLC Class A 26,456 3,098,791 
ASAC II LP (a)(d) 224,957 37,793 
Computer Sciences Corp. 12,200 724,924 
CSRA, Inc. 22,000 700,480 
Fiserv, Inc. (a) 6,100 648,308 
Leidos Holdings, Inc. 1,700 86,938 
MasterCard, Inc. Class A 92,590 9,559,918 
PayPal Holdings, Inc. (a) 163,562 6,455,792 
Visa, Inc. Class A 176,440 13,765,849 
  35,078,793 
Semiconductors & Semiconductor Equipment - 3.7%   
Acacia Communications, Inc. (b) 5,000 308,750 
Analog Devices, Inc. 2,300 167,026 
Applied Materials, Inc. 97,900 3,159,233 
Broadcom Ltd. 46,700 8,255,159 
KLA-Tencor Corp. 3,300 259,644 
Lam Research Corp. 42,900 4,535,817 
Maxim Integrated Products, Inc. 2,100 80,997 
NVIDIA Corp. 33,612 3,587,745 
Qualcomm, Inc. 81,700 5,326,840 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 111,400 3,202,750 
Texas Instruments, Inc. 22,000 1,605,340 
  30,489,301 
Software - 10.1%   
Activision Blizzard, Inc. 207,151 7,480,223 
Adobe Systems, Inc. (a) 106,480 10,962,116 
Atlassian Corp. PLC 3,600 86,688 
Autodesk, Inc. (a) 7,100 525,471 
CDK Global, Inc. 9,500 567,055 
Citrix Systems, Inc. (a) 19,200 1,714,752 
Electronic Arts, Inc. (a) 119,909 9,444,033 
Gigamon, Inc. (a) 5,000 227,750 
Intuit, Inc. 11,000 1,260,710 
Microsoft Corp. 177,900 11,054,706 
Nintendo Co. Ltd. 700 145,513 
Paycom Software, Inc. (a) 10,900 495,841 
RealPage, Inc. (a) 23,500 705,000 
Red Hat, Inc. (a) 2,200 153,340 
Salesforce.com, Inc. (a) 372,526 25,503,130 
ServiceNow, Inc. (a) 3,000 223,020 
Snap, Inc. 14,843 227,988 
Symantec Corp. 40,000 955,600 
Ultimate Software Group, Inc. (a) 45,351 8,269,755 
VMware, Inc. Class A (a)(b) 2,200 173,206 
Workday, Inc. Class A (a) 48,700 3,218,583 
  83,394,480 
Technology Hardware, Storage & Peripherals - 2.0%   
Apple, Inc. 135,641 15,709,941 
Samsung Electronics Co. Ltd. 675 1,007,534 
Xaar PLC 24,188 119,237 
  16,836,712 
TOTAL INFORMATION TECHNOLOGY  311,098,079 
MATERIALS - 2.8%   
Chemicals - 1.4%   
Air Products & Chemicals, Inc. 21,237 3,054,305 
Celanese Corp. Class A 2,100 165,354 
E.I. du Pont de Nemours & Co. 25,000 1,835,000 
FMC Corp. 6,400 361,984 
Ingevity Corp. (a) 12,500 685,750 
LyondellBasell Industries NV Class A 1,800 154,404 
Monsanto Co. 3,030 318,786 
PPG Industries, Inc. 9,610 910,644 
Sherwin-Williams Co. 13,731 3,690,069 
The Chemours Co. LLC 21,900 483,771 
The Dow Chemical Co. 1,500 85,830 
Westlake Chemical Corp. 1,900 106,381 
  11,852,278 
Construction Materials - 0.4%   
Eagle Materials, Inc. 4,400 433,532 
Martin Marietta Materials, Inc. 10,400 2,303,912 
Vulcan Materials Co. 7,421 928,738 
  3,666,182 
Containers & Packaging - 0.2%   
Ball Corp. 15,700 1,178,599 
WestRock Co. 4,800 243,696 
  1,422,295 
Metals & Mining - 0.8%   
B2Gold Corp. (a) 160,600 381,569 
Fortescue Metals Group Ltd. 64,662 274,847 
Franco-Nevada Corp. 33,700 2,014,997 
Ivanhoe Mines Ltd. (a) 351,209 664,411 
Newcrest Mining Ltd. 56,138 820,368 
Novagold Resources, Inc. (a) 54,238 248,033 
Nucor Corp. 11,300 672,576 
Premier Gold Mines Ltd. (a) 360,200 686,785 
Primero Mining Corp. (a) 60,700 47,922 
Steel Dynamics, Inc. 15,300 544,374 
Teck Resources Ltd. Class B (sub. vtg.) 10,700 214,135 
TMAC Resources, Inc. (a) 6,300 71,932 
  6,641,949 
TOTAL MATERIALS  23,582,704 
REAL ESTATE - 0.1%   
Equity Real Estate Investment Trusts (REITs) - 0.1%   
American Tower Corp. 2,900 306,472 
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Class A (a)(d) 4,986 250,259 
TOTAL REAL ESTATE  556,731 
TELECOMMUNICATION SERVICES - 0.4%   
Wireless Telecommunication Services - 0.4%   
SoftBank Corp. 8,000 529,392 
T-Mobile U.S., Inc. (a) 54,300 3,122,793 
  3,652,185 
TOTAL COMMON STOCKS   
(Cost $556,680,928)  796,688,317 
Convertible Preferred Stocks - 2.6%   
CONSUMER DISCRETIONARY - 0.1%   
Diversified Consumer Services - 0.1%   
Airbnb, Inc.:   
Series D (a)(d) 4,308 452,340 
Series E (a)(d) 2,148 225,540 
  677,880 
Household Durables - 0.0%   
Blu Homes, Inc. Series A, 5.00% (a)(d) 174,063 377,717 
TOTAL CONSUMER DISCRETIONARY  1,055,597 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(d) 30,015 413,907 
FINANCIALS - 0.2%   
Consumer Finance - 0.2%   
Oportun Finance Corp. Series H (a)(d) 331,477 1,279,501 
HEALTH CARE - 0.1%   
Biotechnology - 0.0%   
23andMe, Inc. Series E (a)(d) 5,172 45,876 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (d) 62,105 405,546 
TOTAL HEALTH CARE  451,422 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(d) 4,394 479,166 
INFORMATION TECHNOLOGY - 1.8%   
Internet Software & Services - 1.0%   
Dropbox, Inc. Series C (a)(d) 53,923 622,271 
Pinterest, Inc.:   
Series E, 8.00% (a)(d) 318,795 2,639,623 
Series F, 8.00% (a)(d) 331,500 2,744,820 
Series G, 8.00% (a)(d) 51,970 430,312 
Uber Technologies, Inc. Series D, 8.00% (a)(d) 36,744 1,792,087 
  8,229,113 
Software - 0.8%   
Cloudera, Inc. Series F (a)(d) 9,618 250,117 
Cloudflare, Inc. Series D 0.08% (a)(d) 34,105 161,317 
Delphix Corp. Series D (a)(d) 27,980 127,309 
Magic Leap, Inc.:   
Series B, 8.00% (a)(d) 231,802 6,178,080 
Series C (d) 2,268 60,448 
Snap, Inc. Series F (a)(d) 14,843 227,988 
  7,005,259 
TOTAL INFORMATION TECHNOLOGY  15,234,372 
REAL ESTATE - 0.3%   
Real Estate Management & Development - 0.3%   
WeWork Companies, Inc.:   
Series E (a)(d) 44,875 2,252,377 
Series F (d) 2,178 109,319 
  2,361,696 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series D (a)(d) 20,342 93,980 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $12,764,352)  21,369,641 
 Principal Amount Value 
Bank Loan Obligations - 0.1%   
CONSUMER DISCRETIONARY - 0.0%   
Multiline Retail - 0.0%   
JC Penney Corp., Inc. Tranche B, term loan 5.25% 6/23/23 (e) 168,781 169,414 
INDUSTRIALS - 0.1%   
Building Products - 0.1%   
Jeld-Wen, Inc. Tranche B 2LN, term loan 4.75% 7/1/22 (e) 193,050 195,222 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $360,022)  364,636 
 Shares Value 
Money Market Funds - 3.1%   
Fidelity Cash Central Fund, 0.60% (f) 10,725,314 10,727,459 
Fidelity Securities Lending Cash Central Fund 0.65% (f)(g) 15,084,133 15,085,641 
TOTAL MONEY MARKET FUNDS   
(Cost $25,812,392)  25,813,100 
TOTAL INVESTMENT PORTFOLIO - 102.1%   
(Cost $595,617,694)  844,235,694 
NET OTHER ASSETS (LIABILITIES) - (2.1)%  (17,285,488) 
NET ASSETS - 100%  $826,950,206 

Legend

 (a) Non-income producing

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

 (c) 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 $175,635 or 0.0% of net assets.

 (d) 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 $23,628,522 or 2.9% of net assets.

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

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
23andMe, Inc. Series E 6/18/15 $55,999 
Airbnb, Inc. Series D 4/16/14 $175,392 
Airbnb, Inc. Series E 6/29/15 $199,967 
Altiostar Networks, Inc. Series D 1/7/15 $250,003 
ASAC II LP 10/10/13 $17,324 
Blu Homes, Inc. Series A, 5.00% 6/10/13 - 12/30/14 $804,171 
Blue Apron, Inc. Series D 5/18/15 $400,007 
Centennial Resource Development, Inc. Class A 10/11/16 - 12/28/16 $675,352 
Cloudera, Inc. Series F 2/5/14 $140,038 
Cloudflare, Inc. Series D 0.08% 11/5/14 - 6/24/15 $212,499 
Delphix Corp. Series D 7/10/15 $251,820 
Dropbox, Inc. Series C 1/30/14 $1,029,994 
Magic Leap, Inc. Series B, 8.00% 10/17/14 $2,679,631 
Magic Leap, Inc. Series C 12/23/15 $52,239 
Mulberry Health, Inc. Series A8 1/20/16 $419,504 
Oportun Finance Corp. Series H 2/6/15 $943,814 
Pinterest, Inc. Series E, 8.00% 10/23/13 $926,463 
Pinterest, Inc. Series F, 8.00% 5/15/14 $1,126,117 
Pinterest, Inc. Series G, 8.00% 2/27/15 $373,097 
Snap, Inc. Series F 2/12/16 $227,988 
Space Exploration Technologies Corp. Class A 10/16/15 $132,343 
Space Exploration Technologies Corp. Series G 1/20/15 $340,359 
SurveyMonkey 12/15/14 $1,036,317 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $570,012 
WeWork Companies, Inc. Class A 6/23/15 $163,987 
WeWork Companies, Inc. Series E 6/23/15 $1,475,919 
WeWork Companies, Inc. Series F 12/1/16 $109,319 

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $54,338 
Fidelity Securities Lending Cash Central Fund 269,464 
Total $323,802 

Investment Valuation

The following is a summary of the inputs used, as of December 31, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $193,040,847 $191,258,400 $726,850 $1,055,597 
Consumer Staples 36,495,832 36,081,925 -- 413,907 
Energy 28,056,464 27,722,802 333,662 -- 
Financials 84,697,397 83,417,896 -- 1,279,501 
Health Care 68,515,804 68,064,382 -- 451,422 
Industrials 50,671,867 49,980,356 50,188 641,323 
Information Technology 326,332,451 307,433,499 2,716,531 16,182,421 
Materials 23,582,704 23,582,704 -- -- 
Real Estate 2,918,427 306,472 -- 2,611,955 
Telecommunication Services 3,746,165 3,122,793 529,392 93,980 
Bank Loan Obligations 364,636 -- 364,636 -- 
Money Market Funds 25,813,100 25,813,100 -- -- 
Total Investments in Securities: $844,235,694 $816,784,329 $4,721,259 $22,730,106 

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

Investments in Securities:  
Equities - Information Technology  
Beginning Balance $21,577,282 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (3,036,981) 
Cost of Purchases 455,977 
Proceeds of Sales (2,813,857) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $16,182,421 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $(2,922,155) 
Equities - Other Investments in Securities  
Beginning Balance $7,326,393 
Net Realized Gain (Loss) on Investment Securities (209,929) 
Net Unrealized Gain (Loss) on Investment Securities 294,408 
Cost of Purchases 528,823 
Proceeds of Sales (1,392,010) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $6,547,685 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $75,555 

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

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


Financial Statements

Statement of Assets and Liabilities

  December 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $14,570,484) — See accompanying schedule:
Unaffiliated issuers (cost $569,805,302) 		$818,422,594  
Fidelity Central Funds (cost $25,812,392) 25,813,100  
Total Investments (cost $595,617,694)  $844,235,694 
Receivable for investments sold   
Regular delivery  3,998,682 
Delayed delivery  482 
Receivable for fund shares sold  74,153 
Dividends receivable  322,261 
Interest receivable  2,342 
Distributions receivable from Fidelity Central Funds  24,874 
Prepaid expenses  1,650 
Other receivables  1,732 
Total assets  848,661,870 
Liabilities   
Payable for investments purchased $662,437  
Payable for fund shares redeemed 5,445,925  
Accrued management fee 290,951  
Other affiliated payables 144,284  
Other payables and accrued expenses 82,322  
Collateral on Securities Loaned 15,085,745  
Total liabilities  21,711,664 
Net Assets  $826,950,206 
Net Assets consist of:   
Paid in capital  $577,080,677 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  1,252,068 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  248,617,461 
Net Assets, for 55,934,798 shares outstanding  $826,950,206 
Net Asset Value, offering price and redemption price per share ($826,950,206 ÷ 55,934,798 shares)  $14.78 

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


Statement of Operations

  Year ended December 31, 2016 
Investment Income   
Dividends  $6,131,205 
Interest  30,291 
Income from Fidelity Central Funds  323,802 
Total income  6,485,298 
Expenses   
Management fee   
Basic fee $4,585,812  
Performance adjustment 772,725  
Transfer agent fees 1,472,381  
Accounting and security lending fees 290,171  
Custodian fees and expenses 113,331  
Independent trustees' fees and expenses 3,631  
Audit 95,251  
Legal 8,204  
Interest 97  
Miscellaneous 7,102  
Total expenses before reductions 7,348,705  
Expense reductions (18,552) 7,330,153 
Net investment income (loss)  (844,855) 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 14,594,853  
Fidelity Central Funds 4,591  
Foreign currency transactions 1,758  
Total net realized gain (loss)  14,601,202 
Change in net unrealized appreciation (depreciation) on:
Investment securities 		(2,222,701)  
Assets and liabilities in foreign currencies 974  
Total change in net unrealized appreciation (depreciation)  (2,221,727) 
Net gain (loss)  12,379,475 
Net increase (decrease) in net assets resulting from operations  $11,534,620 

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


Statement of Changes in Net Assets

 Year ended December 31, 2016 Year ended December 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $(844,855) $(335,582) 
Net realized gain (loss) 14,601,202 71,275,685 
Change in net unrealized appreciation (depreciation) (2,221,727) (821,961) 
Net increase (decrease) in net assets resulting from operations 11,534,620 70,118,142 
Distributions to shareholders from net realized gain (22,648,925) (63,012,532) 
Share transactions   
Proceeds from sales of shares 119,713,092 172,198,636 
Reinvestment of distributions 22,648,925 63,012,532 
Cost of shares redeemed (171,368,367) (245,579,743) 
Net increase (decrease) in net assets resulting from share transactions (29,006,350) (10,368,575) 
Total increase (decrease) in net assets (40,120,655) (3,262,965) 
Net Assets   
Beginning of period 867,070,861 870,333,826 
End of period $826,950,206 $867,070,861 
Other Information   
Accumulated net investment loss end of period $– $(8,685) 
Shares   
Sold 8,179,394 11,178,148 
Issued in reinvestment of distributions 1,627,479 4,242,356 
Redeemed (11,696,628) (15,521,715) 
Net increase (decrease) (1,889,755) (101,211) 

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


Financial Highlights — Fidelity Advisor Series Opportunistic Insights Fund

Years ended December 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.99 $15.02 $13.99 $10.05 $10.00 
Income from Investment Operations      
Net investment income (loss)B (.01) (.01) (.01) (.01) –C 
Net realized and unrealized gain (loss) .20 1.14 1.46 4.14 .05 
Total from investment operations .19 1.13 1.45 4.13 .05 
Distributions from net investment income – – – – –C 
Distributions from net realized gain (.40) (1.16) (.42) (.19) – 
Total distributions (.40) (1.16) (.42) (.19) –C 
Net asset value, end of period $14.78 $14.99 $15.02 $13.99 $10.05 
Total ReturnD,E 1.45% 7.62% 10.34% 41.23% .54% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .88% .94% .88% .82% 1.18%H 
Expenses net of fee waivers, if any .88% .94% .88% .82% 1.18%H 
Expenses net of all reductions .88% .93% .87% .80% 1.17%H 
Net investment income (loss) (.10)% (.04)% (.07)% (.07)% .04%H 
Supplemental Data      
Net assets, end of period (000 omitted) $826,950 $867,071 $870,334 $808,847 $481,477 
Portfolio turnover rateI 41% 47% 47% 52% 68%J 

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

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

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

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

 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 Expense ratios reflect operating expenses of the Fund. 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 Fund 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 Fund.

 H Annualized

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

 J Amount not annualized.


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


Notes to Financial Statements

For the period ended December 31, 2016

1. Organization.

Fidelity Advisor Series Opportunistic Insights Fund (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 12/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Equities $22,730,106 Discounted cash flow Discount rate 8.0% - 22.1% / 9.4% Decrease 
   Growth rate 2.0% - 3.0% / 2.7% Increase 
   Discount for lack of marketability 20.0% - 25.0% / 20.5% Decrease 
   Weighted average cost of capital (WACC) 10.7% Decrease 
  Market approach Discount rate 3.0% - 50.0% / 22.1% Decrease 
   Transaction price $4.62 - $105.00 / $54.00 Increase 
   Discount for lack of marketability 15.0% - 25.0% / 18.9% Decrease 
   Premium rate 0.5% - 130.0% / 31.6% Increase 
  Market comparable Price/Earnings multiple (P/E) 5.8 - 12.7 / 11.1 Increase 
   Enterprise value/Sales multiple (EV/S) 0.6 - 6.7 / 2.7 Increase 
   Enterprise value/EBITDA multiple (EV/EBITDA) 17.3 Increase 
   Enterprise value/Gross profit multiple (EV/GP) 5.2 Increase 
  Recovery value Recovery value 0.2% Increase 
   Liquidity preference $3.51 - $6.75 / $5.19 Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


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 December 31, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, net operating losses, 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 $259,526,646 
Gross unrealized depreciation (12,597,462) 
Net unrealized appreciation (depreciation) on securities $246,929,184 
Tax Cost $597,306,510 

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

Undistributed long-term capital gain $2,940,885 
Net unrealized appreciation (depreciation) on securities and other investments $246,928,645 

The tax character of distributions paid was as follows:

 December 31, 2016 December 31, 2015 
Long-term Capital Gains $22,648,925 $63,012,532 

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.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $336,156,683 and $388,980,278, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index, the Russell 3000 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .64% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .18% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $7,782 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $5,928,000 .59% $97 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,151 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $505,440. 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 $269,464, including $35,486 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $12,246 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $6,306.

9. Other.

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

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and Shareholders of Fidelity Advisor Series Opportunistic Insights Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Series Opportunistic Insights Fund (a fund of Fidelity Contrafund) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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 Advisor Series Opportunistic Insights Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, agent banks, and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 17, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 169 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (July 1, 2016 to December 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
July 1, 2016 		Ending
Account Value
December 31, 2016 		Expenses Paid
During Period-B
July 1, 2016
to December 31, 2016 
Actual .78% $1,000.00 $1,032.80 $3.99 
Hypothetical-C  $1,000.00 $1,021.22 $3.96 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Series Opportunistic Insights Fund voted to pay on February 13, 2017, to shareholders of record at the opening of business on February 10, 2017, a distribution of $0.055 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2016, $14,570,748, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Series Opportunistic Insights Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

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

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

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

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

Fidelity Advisor Series Opportunistic Insights Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Advisor Series Opportunistic Insights Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked equal to the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Approval of New Advisory Contracts.  The Board also voted to approve a new management contract and new sub-advisory agreements for the fund (New Advisory Contracts) that will take effect if the shareholders of certain other Fidelity funds that invest in the fund (referred to herein as Freedom Funds) approve new management contracts for the Freedom Funds. Under the New Advisory Contracts the fund will no longer pay a management fee to FMR. The new sub-advisory agreements provide that FMR or its affiliates will pay the fees based on a portion of the management fees received by an affiliate of FMR under its management contracts with the Freedom Funds. The Board noted the New Advisory Contracts are expected to result in an overall decrease in the fees and expenses payable by the fund. The Board considered that the approval of the New Advisory Contracts will not result in any changes to (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature, extent and quality of services provided to the fund; or (iii) the day-to-day management of the fund and the personnel primarily responsible for such management. The Board considered that the new management contract does not have a performance fee adjustment, but noted that FMR will no longer charge a management fee for the fund. The Board also considered that the New Advisory Contracts provide that FMR or an affiliate undertakes to pay all operating expenses of the fund, except transfer agent fees, 12b-1 fees, Independent Trustee expenses, custodian fees and expenses, expenses related to proxy solicitations, interest, taxes, brokerage expenses, and extraordinary expenses (such as litigation expenses).

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

AO1TI-ANN-0217
1.950951.104

Fidelity Advisor® New Insights Fund

Class A, Class T, Class C, Class I and Class Z



Annual Report

December 31, 2016



Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


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. © 2017 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.institutional.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.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended December 31, 2016 Past 1 year Past 5 years Past 10 years 
Class A (incl. 5.75% sales charge) 0.19% 11.43% 6.64% 
Class T (incl. 3.50% sales charge) 2.30% 11.68% 6.63% 
Class C (incl. contingent deferred sales charge) 4.49% 11.91% 6.47% 
Class I 6.55% 13.04% 7.54% 
Class Z 6.68% 13.14% 7.59% 

 Class C shares' contingent deferred sales charges included in the past one year, past five years and past ten years total return figures are 1%, 0% and 0%, respectively. 

 The initial offering of Class Z shares took place on August 13, 2013. Returns prior to August 13, 2013, are those of Class I. 

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor New insights Fund - Class A on December 31, 2006, and the current 5.75% sales charge was paid.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.


Period Ending Values
$19,018Fidelity Advisor® New Insights Fund - Class A
$19,572S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The S&P 500 index returned 11.96% in 2016, rising sharply on post-election optimism for economic growth. The year began during a fairly volatile stretch, with stocks hampered by persistent oil-price weakness and U.S.-dollar strength. Markets regained momentum in February amid U.S. job gains, a rally in energy and other stimuli that helped keep the roughly seven-year uptrend intact. Markets tumbled briefly following the U.K.’s June 23 vote to exit the European Union – dubbed “Brexit” – then recovered quickly and settled into a flattish stretch until the November 8 U.S. presidential election. Stocks reacted to the outcome by reaching a series of all-time highs. For the year, energy (+27%) led the way amid two strong rallies in commodity prices, one in the spring and another in November. Telecommunication services (+23%) was close behind, as demand for dividend-paying equities was high early in the period. Cyclical sectors, including financials (+22%), industrials (+18%) and materials (+17%), also posted strong gains. Conversely, consumer staples (+5%) and consumer discretionary (+6%) lagged the index, the latter hurt as online competition continued to pressure brick-and-mortar retailers. Real estate (+3%) struggled due to expectations for rising interest rates, while health care (-2%) was hampered by an uncertain political and regulatory outlook.

Comments from Co-Portfolio Managers William Danoff and John Roth:  For the year, the fund’s share classes (excluding sales charges, if applicable) gained about 6%, trailing the benchmark S&P 500 index. Versus the benchmark, security selection in the information technology sector was the biggest detractor. Fundamentals in tech were fine during the year, but the stocks of many leading tech companies lagged. These included salesforce.com and Alphabet, both sizable overweightings and two of our largest relative detractors in 2016. Cloud-computing firm salesforce.com increased earnings per share the past 12 months, but its share price returned roughly -13%. Google parent Alphabet, the fund’s largest holding (combining its Class A and Class C shares) and the leader in web search, increased both sales and earnings, but its stock rose only 2%. A non-benchmark stake in Tesla Motors detracted. The stock struggled in 2016 amid concerns about slow production of the Model X sport utility vehicle. Conversely, stock picks in energy helped, including Williams Companies, our largest contributor. Williams Companies owns a majority stake in Williams Partners – an MLP (master limited partnership), North American pipeline owner and non-benchmark holding that boosted relative results this year. Lastly, the fund benefited from a stake in Amphenol, a maker of electrical connectors used in Apple's popular iPhone devices.

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

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Facebook, Inc. Class A 4.1 4.8 
Alphabet, Inc. Class A 3.3 3.4 
Amazon.com, Inc. 3.2 2.9 
Berkshire Hathaway, Inc. Class A 2.2 2.0 
Visa, Inc. Class A 1.9 2.1 
Microsoft Corp. 1.9 1.1 
UnitedHealth Group, Inc. 1.8 1.5 
JPMorgan Chase & Co. 1.6 0.3 
Bank of America Corp. 1.5 0.6 
Amphenol Corp. Class A 1.5 1.4 
 23.0  

Top Five Market Sectors as of December 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 30.9 28.1 
Financials 15.6 12.6 
Consumer Discretionary 15.4 17.5 
Health Care 9.5 12.8 
Energy 9.3 8.3 

Prior period industry classifications reflect the categories in place as of the date indicated and have not been adjusted to reflect current industry classifications.

Asset Allocation (% of fund's net assets)

As of December 31, 2016* 
   Stocks 97.1% 
   Bonds 0.1% 
   Convertible Securities 1.5% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.2% 


 * Foreign investments - 10.7%


As of June 30, 2016* 
   Stocks 96.2% 
   Bonds 0.1% 
   Convertible Securities 1.5% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.2% 


 * Foreign investments - 12.8%


Investments December 31, 2016

Showing Percentage of Net Assets

Common Stocks - 97.1%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 15.3%   
Auto Components - 0.2%   
Magna International, Inc. Class A (sub. vtg.) 853,000 $37,039 
Automobiles - 1.3%   
BYD Co. Ltd. (H Shares) 250,000 1,310 
Fuji Heavy Industries Ltd. 134,400 5,488 
General Motors Co. 2,597,800 90,507 
Harley-Davidson, Inc. 50,800 2,964 
Maruti Suzuki India Ltd. 3,753 294 
Tesla Motors, Inc. (a) 1,005,724 214,913 
  315,476 
Diversified Consumer Services - 0.1%   
Bright Horizons Family Solutions, Inc. (a) 196,839 13,783 
Weight Watchers International, Inc. (a) 289,400 3,314 
  17,097 
Hotels, Restaurants & Leisure - 2.7%   
ARAMARK Holdings Corp. 5,251,200 187,573 
Chipotle Mexican Grill, Inc. (a) 15,200 5,735 
Churchill Downs, Inc. 9,700 1,459 
Compass Group PLC 161,100 2,977 
Cracker Barrel Old Country Store, Inc. (b) 8,600 1,436 
Darden Restaurants, Inc. 74,000 5,381 
Domino's Pizza, Inc. 407,318 64,861 
Dunkin' Brands Group, Inc. 552,300 28,963 
Hilton Worldwide Holdings, Inc. 55,000 1,496 
Marriott International, Inc. Class A 350,700 28,996 
Papa John's International, Inc. 18,100 1,549 
Royal Caribbean Cruises Ltd. 156,046 12,802 
Sodexo SA 13,700 1,575 
Starbucks Corp. 4,973,398 276,123 
Texas Roadhouse, Inc. Class A 31,600 1,524 
U.S. Foods Holding Corp. 57,200 1,572 
Vail Resorts, Inc. 46,227 7,457 
Whitbread PLC 755,482 35,157 
  666,636 
Household Durables - 0.5%   
D.R. Horton, Inc. 2,654,224 72,540 
Mohawk Industries, Inc. (a) 218,124 43,555 
Tempur Sealy International, Inc. (a)(b) 214,300 14,632 
  130,727 
Internet & Direct Marketing Retail - 5.2%   
Amazon.com, Inc. (a) 1,043,540 782,519 
ASOS PLC (a) 25,700 1,572 
Etsy, Inc. (a) 764,751 9,009 
Netflix, Inc. (a) 1,725,800 213,654 
Priceline Group, Inc. (a) 183,117 268,461 
Start Today Co. Ltd. 84,800 1,465 
Takeaway.com Holding BV (c) 121,100 2,996 
  1,279,676 
Media - 1.3%   
CBS Corp. Class B 50,100 3,187 
Charter Communications, Inc. Class A (a) 366,647 105,565 
DISH Network Corp. Class A (a) 30,900 1,790 
Interpublic Group of Companies, Inc. 451,800 10,577 
Liberty Broadband Corp.:   
Class A (a) 162,305 11,761 
Class C (a) 600 44 
Liberty Global PLC:   
Class A (a) 1,280,805 39,180 
LiLAC Class A (a) 279,642 6,141 
Liberty Media Corp.:   
Liberty Media Class C (a) 147,719 4,628 
Liberty SiriusXM Class A (a) 536,080 18,505 
Megacable Holdings S.A.B. de CV unit 43,798 147 
Naspers Ltd. Class N 88,200 12,876 
Omnicom Group, Inc. 149,424 12,717 
Sirius XM Holdings, Inc. 3,161,700 14,070 
The Walt Disney Co. 430,549 44,872 
Weinstein Co. Holdings LLC Class A-1 unit (a)(d)(e) 2,267 164 
WME Entertainment Parent, LLC Class A unit (d)(e) 12,568,770 25,816 
  312,040 
Multiline Retail - 0.4%   
Dollar Tree, Inc. (a) 239,600 18,492 
Ollie's Bargain Outlet Holdings, Inc. (a) 1,159,219 32,980 
Target Corp. 693,100 50,063 
  101,535 
Specialty Retail - 2.6%   
AutoZone, Inc. (a) 95,734 75,610 
Best Buy Co., Inc. 185,800 7,928 
Home Depot, Inc. 644,900 86,468 
Inditex SA 39,810 1,359 
Nitori Holdings Co. Ltd. 62,900 7,190 
O'Reilly Automotive, Inc. (a) 294,716 82,052 
Ross Stores, Inc. 269,400 17,673 
Tiffany & Co., Inc. (b) 788,100 61,023 
TJX Companies, Inc. 3,727,474 280,045 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 49,100 12,518 
Urban Outfitters, Inc. (a) 47,000 1,339 
  633,205 
Textiles, Apparel & Luxury Goods - 1.0%   
adidas AG 180,800 28,576 
Brunello Cucinelli SpA 1,809,352 38,740 
China Hongxing Sports Ltd. (a) 6,000,000 238 
Coach, Inc. 892,900 31,269 
Hermes International SCA 77,200 31,693 
NIKE, Inc. Class B 2,334,222 118,649 
  249,165 
TOTAL CONSUMER DISCRETIONARY  3,742,596 
CONSUMER STAPLES - 4.1%   
Beverages - 0.5%   
Boston Beer Co., Inc. Class A (a)(b) 64,500 10,955 
Constellation Brands, Inc. Class A (sub. vtg.) 639,275 98,007 
Kweichow Moutai Co. Ltd. (A Shares) 81,600 3,926 
PepsiCo, Inc. 115,400 12,074 
The Coca-Cola Co. 95,600 3,964 
  128,926 
Food & Staples Retailing - 1.0%   
Alimentation Couche-Tard, Inc. Class B (sub. vtg.) 410,800 18,627 
Costco Wholesale Corp. 777,425 124,474 
CVS Health Corp. 949,677 74,939 
Sysco Corp. 460,800 25,514 
  243,554 
Food Products - 1.1%   
Amplify Snack Brands, Inc. (a)(b) 3,783,700 33,334 
Associated British Foods PLC 2,123,292 71,830 
Greencore Group PLC 6,627,923 20,135 
Mead Johnson Nutrition Co. Class A 842,500 59,615 
Mondelez International, Inc. 817,043 36,220 
The Kraft Heinz Co. 446,400 38,980 
  260,114 
Household Products - 0.7%   
Colgate-Palmolive Co. 2,541,949 166,345 
Spectrum Brands Holdings, Inc. 62,800 7,682 
  174,027 
Personal Products - 0.8%   
Estee Lauder Companies, Inc. Class A 1,893,902 144,865 
L'Oreal SA 223,101 40,723 
  185,588 
TOTAL CONSUMER STAPLES  992,209 
ENERGY - 9.1%   
Energy Equipment & Services - 0.6%   
Helmerich & Payne, Inc. (b) 455,700 35,271 
Oceaneering International, Inc. 1,798,799 50,744 
Schlumberger Ltd. 573,703 48,162 
  134,177 
Oil, Gas & Consumable Fuels - 8.5%   
Anadarko Petroleum Corp. 2,500,346 174,349 
Antero Resources Corp. (a) 2,557,556 60,486 
Birchcliff Energy Ltd. (a)(c) 585,400 4,085 
Birchcliff Energy Ltd. (a) 2,644,400 18,455 
Cabot Oil & Gas Corp. 3,902,480 91,162 
Canadian Natural Resources Ltd. (b) 949,900 30,273 
Centennial Resource Development, Inc.:   
Class A (e) 1,224,500 24,147 
Class A (a) 1,074,212 21,183 
Class A (e) 555,400 9,857 
Chevron Corp. 1,831,500 215,568 
Cimarex Energy Co. 125,200 17,015 
Concho Resources, Inc. (a) 174,600 23,152 
Concho Resources, Inc. (a) 25,680 3,405 
ConocoPhillips Co. 4,027,300 201,929 
Continental Resources, Inc. (a) 667,800 34,418 
Diamondback Energy, Inc. (a) 1,173,582 118,602 
Encana Corp. 960,200 11,271 
Energy Transfer Equity LP 3,193,100 61,659 
EOG Resources, Inc. 2,380,460 240,665 
Extraction Oil & Gas, Inc. 172,952 3,466 
Golar LNG Ltd. (b) 1,446,700 33,187 
Noble Energy, Inc. 1,454,861 55,372 
PDC Energy, Inc. (a) 135,000 9,798 
Peyto Exploration & Development Corp. (b) 52,900 1,308 
Pioneer Natural Resources Co. 733,900 132,153 
PrairieSky Royalty Ltd. 206,674 4,917 
Southwestern Energy Co. (a) 1,797,800 19,452 
Suncor Energy, Inc. 807,000 26,386 
The Williams Companies, Inc. 7,912,800 246,405 
Whiting Petroleum Corp. (a) 2,000,000 24,040 
Williams Partners LP 4,115,300 156,505 
  2,074,670 
TOTAL ENERGY  2,208,847 
FINANCIALS - 15.4%   
Banks - 8.1%   
Bank of America Corp. 16,905,127 373,603 
Bank of Ireland (a) 185,899,928 45,987 
Capitec Bank Holdings Ltd. 62,200 3,148 
Citigroup, Inc. 4,225,100 251,098 
Citizens Financial Group, Inc. 42,800 1,525 
First Republic Bank 650,200 59,909 
HDFC Bank Ltd. sponsored ADR 1,953,872 118,561 
JPMorgan Chase & Co. 4,421,700 381,548 
Kotak Mahindra Bank Ltd. 770,514 8,160 
M&T Bank Corp. 179,212 28,034 
Metro Bank PLC 570,725 20,573 
PNC Financial Services Group, Inc. 1,189,989 139,181 
PT Bank Central Asia Tbk 1,318,800 1,517 
Regions Financial Corp. 4,376,000 62,839 
SunTrust Banks, Inc. 1,243,800 68,222 
U.S. Bancorp 3,700,114 190,075 
Wells Fargo & Co. 4,091,100 225,461 
  1,979,441 
Capital Markets - 1.9%   
BlackRock, Inc. Class A 3,900 1,484 
CBOE Holdings, Inc. 61,900 4,574 
Charles Schwab Corp. 222,800 8,794 
CME Group, Inc. 74,300 8,571 
Goldman Sachs Group, Inc. 358,600 85,867 
IntercontinentalExchange, Inc. 214,300 12,091 
KKR & Co. LP 2,607,228 40,125 
MarketAxess Holdings, Inc. 24,600 3,614 
Morgan Stanley 4,056,677 171,395 
MSCI, Inc. 221,700 17,466 
S&P Global, Inc. 260,090 27,970 
State Street Corp. 1,202,600 93,466 
  475,417 
Consumer Finance - 0.1%   
Capital One Financial Corp. 135,900 11,856 
Diversified Financial Services - 2.2%   
Berkshire Hathaway, Inc. Class A (a) 2,240 546,831 
Insurance - 3.1%   
Admiral Group PLC 411,269 9,260 
AIA Group Ltd. 9,863,000 55,251 
American International Group, Inc. 2,592,100 169,290 
Chubb Ltd. 2,426,988 320,654 
Direct Line Insurance Group PLC 206,000 938 
Fairfax Financial Holdings Ltd. (sub. vtg.) 66,800 32,264 
FNF Group 2,855,300 96,966 
Marsh & McLennan Companies, Inc. 118,253 7,993 
MetLife, Inc. 1,050,800 56,628 
  749,244 
TOTAL FINANCIALS  3,762,789 
HEALTH CARE - 9.3%   
Biotechnology - 1.2%   
Acceleron Pharma, Inc. (a) 46,900 1,197 
Agios Pharmaceuticals, Inc. (a)(b) 852,462 35,573 
Amgen, Inc. 801,399 117,173 
Celgene Corp. (a) 79,100 9,156 
Five Prime Therapeutics, Inc. (a) 37,900 1,899 
Genmab A/S (a) 105,900 17,589 
Gilead Sciences, Inc. 604,428 43,283 
Intrexon Corp. (a)(b) 794,681 19,311 
Light Sciences Oncology, Inc. (a) 2,708,254 0 
NantKwest, Inc. (a)(b) 151,002 864 
Neurocrine Biosciences, Inc. (a) 123,260 4,770 
Opko Health, Inc. (a)(b) 698,374 6,495 
OvaScience, Inc. (a) 153,700 235 
Regeneron Pharmaceuticals, Inc. (a) 71,200 26,137 
TESARO, Inc. (a) 132,500 17,819 
  301,501 
Health Care Equipment & Supplies - 2.4%   
Baxter International, Inc. 129,700 5,751 
Becton, Dickinson & Co. 314,996 52,148 
Boston Scientific Corp. (a) 8,084,124 174,860 
C.R. Bard, Inc. 116,738 26,226 
Danaher Corp. 534,968 41,642 
DexCom, Inc. (a) 864,484 51,610 
Edwards Lifesciences Corp. (a) 613,656 57,500 
I-Pulse, Inc. (a) 58,562 376 
Intuitive Surgical, Inc. (a) 48,100 30,504 
Medtronic PLC 141,400 10,072 
Nevro Corp. (a) 174,200 12,657 
Penumbra, Inc. (a) 39,000 2,488 
Stryker Corp. 14,100 1,689 
Teleflex, Inc. 127,300 20,514 
The Cooper Companies, Inc. 592,851 103,707 
  591,744 
Health Care Providers & Services - 2.6%   
Aetna, Inc. 11,500 1,426 
HealthEquity, Inc. (a) 41,900 1,698 
Henry Schein, Inc. (a) 1,094,381 166,029 
Humana, Inc. 35,900 7,325 
Surgical Care Affiliates, Inc. (a) 30,000 1,388 
UnitedHealth Group, Inc. 2,661,000 425,866 
Universal Health Services, Inc. Class B 223,700 23,797 
  627,529 
Health Care Technology - 0.2%   
Castlight Health, Inc. (a) 1,325,100 6,559 
Cerner Corp. (a) 740,430 35,074 
Medidata Solutions, Inc. (a) 87,197 4,331 
NantHealth, Inc. 1,784 18 
  45,982 
Life Sciences Tools & Services - 2.5%   
Agilent Technologies, Inc. 1,412,300 64,344 
Eurofins Scientific SA 468,284 199,640 
ICON PLC (a) 18,700 1,406 
Illumina, Inc. (a) 272,451 34,885 
Mettler-Toledo International, Inc. (a) 446,909 187,058 
PRA Health Sciences, Inc. (a) 26,900 1,483 
Thermo Fisher Scientific, Inc. 561,169 79,181 
Waters Corp. (a) 337,391 45,342 
  613,339 
Pharmaceuticals - 0.4%   
Bristol-Myers Squibb Co. 1,313,000 76,732 
Dermira, Inc. (a) 157,701 4,783 
H Lundbeck A/S (a) 82,600 3,360 
Jiangsu Hengrui Medicine Co. Ltd. (A Shares) 247,440 1,621 
Teva Pharmaceutical Industries Ltd. sponsored ADR 40,100 1,454 
WAVE Life Sciences (a) 1,500 39 
  87,989 
TOTAL HEALTH CARE  2,268,084 
INDUSTRIALS - 7.7%   
Aerospace & Defense - 1.9%   
General Dynamics Corp. 892,400 154,082 
L-3 Communications Holdings, Inc. 37,900 5,765 
Northrop Grumman Corp. 593,900 138,129 
Raytheon Co. 147,600 20,959 
Saab AB (B Shares) 45,900 1,715 
Space Exploration Technologies Corp. Class A (a)(e) 121,180 13,215 
Teledyne Technologies, Inc. (a) 393,900 48,450 
The Boeing Co. 70,600 10,991 
TransDigm Group, Inc. 300,612 74,840 
  468,146 
Air Freight & Logistics - 0.9%   
C.H. Robinson Worldwide, Inc. 930,900 68,198 
Expeditors International of Washington, Inc. 744,943 39,452 
FedEx Corp. 562,810 104,795 
XPO Logistics, Inc. (a)(b) 152,800 6,595 
  219,040 
Airlines - 1.0%   
Ryanair Holdings PLC sponsored ADR (a) 1,893,959 157,691 
Southwest Airlines Co. 1,991,900 99,276 
  256,967 
Building Products - 1.1%   
A.O. Smith Corp. 226,890 10,743 
Fortune Brands Home & Security, Inc. 1,544,524 82,570 
Masco Corp. 1,675,500 52,979 
Toto Ltd. 2,853,000 112,899 
  259,191 
Commercial Services & Supplies - 0.4%   
Cintas Corp. 92,126 10,646 
Copart, Inc. (a) 53,100 2,942 
KAR Auction Services, Inc. 990,600 42,219 
Stericycle, Inc. (a) 439,500 33,859 
  89,666 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc.(a) 47,053 2,682 
Electrical Equipment - 0.3%   
Acuity Brands, Inc. 196,317 45,322 
Eaton Corp. PLC 106,100 7,118 
Fortive Corp. 616,634 33,070 
  85,510 
Machinery - 0.6%   
Deere & Co. 42,300 4,359 
Illinois Tool Works, Inc. 281,700 34,497 
Ingersoll-Rand PLC 183,200 13,747 
PACCAR, Inc. 367,900 23,509 
Pentair PLC 439,700 24,654 
Rational AG 55,300 24,682 
Snap-On, Inc. 35,162 6,022 
Xylem, Inc. 174,800 8,656 
  140,126 
Professional Services - 0.4%   
Equifax, Inc. 648,548 76,678 
IHS Markit Ltd. (a) 251,434 8,903 
Recruit Holdings Co. Ltd. 36,300 1,457 
TransUnion Holding Co., Inc. (a) 590,962 18,278 
  105,316 
Road & Rail - 0.3%   
Genesee & Wyoming, Inc. Class A (a) 793,300 55,063 
J.B. Hunt Transport Services, Inc. 77,800 7,552 
  62,615 
Trading Companies & Distributors - 0.8%   
Air Lease Corp.:   
Class A (c) 320,800 11,013 
Class A 1,361,641 46,745 
HD Supply Holdings, Inc. (a) 1,354,009 57,559 
United Rentals, Inc. (a) 753,800 79,586 
Univar, Inc. (a) 191,226 5,425 
  200,328 
TOTAL INDUSTRIALS  1,889,587 
INFORMATION TECHNOLOGY - 30.0%   
Communications Equipment - 1.0%   
Arista Networks, Inc. (a) 251,865 24,373 
Cisco Systems, Inc. 6,846,500 206,901 
F5 Networks, Inc. (a) 32,100 4,646 
Harris Corp. 29,900 3,064 
Motorola Solutions, Inc. 90,400 7,493 
  246,477 
Electronic Equipment & Components - 2.1%   
Amphenol Corp. Class A 5,404,969 363,214 
CDW Corp. 1,517,528 79,048 
IPG Photonics Corp. (a) 749,257 73,959 
  516,221 
Internet Software & Services - 10.1%   
Akamai Technologies, Inc. (a) 872,800 58,198 
Alibaba Group Holding Ltd. sponsored ADR (a) 220,300 19,345 
Alphabet, Inc.:   
Class A (a) 1,025,054 812,304 
Class C(a) 395,298 305,099 
Apptio, Inc. Class A 38,500 713 
Dropbox, Inc. (a)(e) 1,289,836 14,885 
eBay, Inc. (a) 164,700 4,890 
Endurance International Group Holdings, Inc. (a) 3,512,300 32,664 
Facebook, Inc. Class A (a) 8,779,759 1,010,116 
GoDaddy, Inc. (a)(b) 1,691,700 59,125 
LogMeIn, Inc. 197,819 19,099 
MercadoLibre, Inc. 24,500 3,825 
Nutanix, Inc. Class B 783,938 19,780 
Rightmove PLC 791,322 38,063 
Shopify, Inc. Class A (a) 77,800 3,335 
SurveyMonkey (a)(e) 2,069,881 22,417 
Tencent Holdings Ltd. 1,217,000 29,509 
Twilio, Inc. Class A 751,240 21,673 
  2,475,040 
IT Services - 5.0%   
Accenture PLC Class A 477,240 55,899 
ASAC II LP (a)(e) 9,408,021 1,581 
Computer Sciences Corp. 178,900 10,630 
CSRA, Inc. 370,500 11,797 
Fidelity National Information Services, Inc. 416,230 31,484 
First Data Corp. Class A (a) 9,819,903 139,344 
Fiserv, Inc. (a) 1,243,957 132,208 
FleetCor Technologies, Inc. (a) 328,100 46,433 
Global Payments, Inc. 3,908 271 
Leidos Holdings, Inc. 29,700 1,519 
MasterCard, Inc. Class A 844,248 87,169 
PayPal Holdings, Inc. (a) 4,787,821 188,975 
Total System Services, Inc. 941,260 46,150 
Vantiv, Inc. (a) 77,819 4,640 
Visa, Inc. Class A 5,980,767 466,619 
  1,224,719 
Semiconductors & Semiconductor Equipment - 3.1%   
Acacia Communications, Inc. 85,393 5,273 
Analog Devices, Inc. 40,600 2,948 
Applied Materials, Inc. 1,721,400 55,550 
Broadcom Ltd. 975,654 172,466 
KLA-Tencor Corp. 56,200 4,422 
Lam Research Corp. 767,400 81,137 
Linear Technology Corp. 548,600 34,205 
NVIDIA Corp. 585,600 62,507 
Qualcomm, Inc. 3,826,900 249,514 
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR 950,200 27,318 
Texas Instruments, Inc. 387,600 28,283 
Xilinx, Inc. 555,400 33,529 
  757,152 
Software - 7.4%   
Activision Blizzard, Inc. 8,038,636 290,275 
Adobe Systems, Inc. (a) 2,520,561 259,492 
ANSYS, Inc. (a) 460,100 42,555 
Atlassian Corp. PLC 54,600 1,315 
Autodesk, Inc. (a) 120,800 8,940 
CDK Global, Inc. 168,894 10,081 
Citrix Systems, Inc. (a) 322,000 28,758 
Electronic Arts, Inc. (a) 1,660,100 130,749 
Gigamon, Inc. (a) 84,400 3,844 
Intuit, Inc. 396,600 45,454 
Microsoft Corp. 7,244,500 450,173 
Mobileye NV (a) 1,164,400 44,387 
Nintendo Co. Ltd. 12,000 2,495 
Paycom Software, Inc. (a) 185,600 8,443 
RealPage, Inc. (a) 420,100 12,603 
Red Hat, Inc. (a) 37,600 2,621 
Salesforce.com, Inc. (a) 3,996,400 273,594 
ServiceNow, Inc. (a) 50,500 3,754 
Snap, Inc. 271,142 4,165 
Symantec Corp. 638,400 15,251 
Trion World, Inc. (a)(e) 702,569 63 
Trion World, Inc.:   
warrants 8/10/17 (a)(e) 18,998 0 
warrants 10/3/18 (a)(e) 27,981 0 
Ultimate Software Group, Inc. (a) 518,203 94,494 
VMware, Inc. Class A (a)(b) 36,600 2,882 
Workday, Inc. Class A (a) 849,200 56,124 
  1,792,512 
Technology Hardware, Storage & Peripherals - 1.3%   
Apple, Inc. 2,599,269 301,047 
Samsung Electronics Co. Ltd. 11,956 17,846 
  318,893 
TOTAL INFORMATION TECHNOLOGY  7,331,014 
MATERIALS - 3.3%   
Chemicals - 1.7%   
Air Products & Chemicals, Inc. 378,700 54,465 
Albemarle Corp. U.S. 361,300 31,101 
Celanese Corp. Class A 36,000 2,835 
E.I. du Pont de Nemours & Co. 394,700 28,971 
FMC Corp. 109,100 6,171 
Ingevity Corp. (a) 205,019 11,247 
LyondellBasell Industries NV Class A 501,300 43,002 
Monsanto Co. 54,600 5,744 
Potash Corp. of Saskatchewan, Inc. 1,809,300 32,732 
PPG Industries, Inc. 1,260,864 119,479 
Sherwin-Williams Co. 240,600 64,659 
The Chemours Co. LLC 372,300 8,224 
The Dow Chemical Co. 25,300 1,448 
Westlake Chemical Corp. 34,100 1,909 
  411,987 
Construction Materials - 0.4%   
Eagle Materials, Inc. 75,900 7,478 
Martin Marietta Materials, Inc. 320,834 71,074 
Vulcan Materials Co. 132,900 16,632 
  95,184 
Containers & Packaging - 0.1%   
Ball Corp. 219,100 16,448 
WestRock Co. 324,018 16,450 
  32,898 
Metals & Mining - 1.1%   
B2Gold Corp. (a) 32,761,132 77,837 
Fortescue Metals Group Ltd. 1,106,712 4,704 
Franco-Nevada Corp. 1,382,361 82,654 
GoviEx Uranium, Inc. (a) 851,865 95 
GoviEx Uranium, Inc. (a)(c) 23,200 3 
GoviEx Uranium, Inc. Class A (a)(c) 2,625,135 293 
Ivanhoe Mines Ltd. (a) 6,460,100 12,221 
Newcrest Mining Ltd. 3,167,426 46,287 
Novagold Resources, Inc. (a)(b) 3,369,572 15,409 
Nucor Corp. 194,200 11,559 
Steel Dynamics, Inc. 260,200 9,258 
Teck Resources Ltd. Class B (sub. vtg.) 182,600 3,654 
  263,974 
TOTAL MATERIALS  804,043 
REAL ESTATE - 0.6%   
Equity Real Estate Investment Trusts (REITs) - 0.3%   
American Tower Corp. 713,675 75,421 
Real Estate Management & Development - 0.3%   
Realogy Holdings Corp. 2,627,600 67,608 
TOTAL REAL ESTATE  143,029 
TELECOMMUNICATION SERVICES - 0.9%   
Diversified Telecommunication Services - 0.6%   
Verizon Communications, Inc. 2,727,400 145,589 
Wireless Telecommunication Services - 0.3%   
SoftBank Corp. 137,400 9,092 
T-Mobile U.S., Inc. (a) 1,140,000 65,561 
  74,653 
TOTAL TELECOMMUNICATION SERVICES  220,242 
UTILITIES - 1.4%   
Electric Utilities - 1.4%   
Alliant Energy Corp. 1,739,000 65,891 
Duke Energy Corp. 1,073,400 83,317 
Exelon Corp. 2,076,800 73,706 
IDACORP, Inc. 400,000 32,220 
Xcel Energy, Inc. 1,942,200 79,048 
  334,182 
TOTAL COMMON STOCKS   
(Cost $16,619,604)  23,696,622 
Convertible Preferred Stocks - 1.5%   
CONSUMER DISCRETIONARY - 0.1%   
Household Durables - 0.1%   
Blu Homes, Inc. Series A, 5.00% (a)(e) 7,091,632 15,389 
CONSUMER STAPLES - 0.0%   
Food & Staples Retailing - 0.0%   
Blue Apron, Inc. Series D (a)(e) 1,110,537 15,314 
FINANCIALS - 0.2%   
Consumer Finance - 0.2%   
Oportun Finance Corp. Series H (a)(e) 10,791,166 41,654 
HEALTH CARE - 0.2%   
Biotechnology - 0.1%   
23andMe, Inc. Series E (a)(e) 166,247 1,475 
Intarcia Therapeutics, Inc. Series CC (a)(e) 516,522 30,991 
  32,466 
Health Care Providers & Services - 0.0%   
Mulberry Health, Inc. Series A8 (e) 1,159,721 7,573 
Life Sciences Tools & Services - 0.1%   
Living Proof, Inc. 8.00% (a)(e) 10,369,703 22,295 
TOTAL HEALTH CARE  62,334 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (a)(e) 145,254 15,840 
INFORMATION TECHNOLOGY - 0.9%   
Internet Software & Services - 0.8%   
Dropbox, Inc.:   
Series A (a)(e) 299,518 3,456 
Series C (a)(e) 161,770 1,867 
Pinterest, Inc.:   
Series E, 8.00% (a)(e) 13,203,155 109,322 
Series F, 8.00% (a)(e) 8,808,645 72,936 
Series G, 8.00% (a)(e) 1,676,465 13,881 
  201,462 
Software - 0.1%   
Cloudera, Inc. Series F (a)(e) 312,284 8,121 
Snap, Inc. Series F (a)(e) 271,142 4,165 
  12,286 
TOTAL INFORMATION TECHNOLOGY  213,748 
REAL ESTATE - 0.0%   
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Series F (e) 37,192 1,867 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $221,321)  366,146 
 Principal Amount (000s) Value (000s) 
Corporate Bonds - 0.1%   
Convertible Bonds - 0.0%   
INFORMATION TECHNOLOGY - 0.0%   
Software - 0.0%   
Trion World, Inc. 12% 10/10/19 pay-in-kind (e)(f) 265 117 
Nonconvertible Bonds - 0.1%   
ENERGY - 0.1%   
Energy Equipment & Services - 0.1%   
Pacific Drilling SA 5.375% 6/1/20 (c) 39,145 14,092 
TOTAL CORPORATE BONDS   
(Cost $24,524)  14,209 
Bank Loan Obligations - 0.0%   
CONSUMER DISCRETIONARY - 0.0%   
Multiline Retail - 0.0%   
JC Penney Corp., Inc. Tranche B, term loan 5.25% 6/23/23(f)   
(Cost $3,043) 3,058 3,070 
 Shares Value (000s) 
Other - 0.1%   
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Utica Shale Drilling Program (non-operating revenue interest) unit (d)(e)   
(Cost $33,620) 33,620,102 33,620 
Money Market Funds - 1.6%   
Fidelity Cash Central Fund, 0.60% (g) 283,971,131 284,028 
Fidelity Securities Lending Cash Central Fund 0.65% (g)(h) 104,928,327 104,939 
TOTAL MONEY MARKET FUNDS   
(Cost $388,916)  388,967 
TOTAL INVESTMENT PORTFOLIO - 100.4%   
(Cost $17,291,028)  24,502,634 
NET OTHER ASSETS (LIABILITIES) - (0.4)%  (104,637) 
NET ASSETS - 100%  $24,397,997 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

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

 (c) 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 $32,482,000 or 0.1% of net assets.

 (d) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

 (e) 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 $512,028,000 or 2.0% of net assets.

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

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
23andMe, Inc. Series E 6/18/15 $1,800 
ASAC II LP 10/10/13 $725 
Blu Homes, Inc. Series A, 5.00% 6/10/13 - 12/30/14 $32,763 
Blue Apron, Inc. Series D 5/18/15 $14,800 
Centennial Resource Development, Inc. Class A 10/11/16 - 12/28/16 $20,321 
Cloudera, Inc. Series F 2/5/14 $4,547 
Dropbox, Inc. 5/2/12 $11,672 
Dropbox, Inc. Series A 5/29/12 $2,710 
Dropbox, Inc. Series C 1/30/14 $3,090 
Intarcia Therapeutics, Inc. Series CC 11/14/12 $7,040 
Living Proof, Inc. 8.00% 2/13/13 $18,400 
Mulberry Health, Inc. Series A8 1/20/16 $7,834 
Oportun Finance Corp. Series H 2/6/15 $30,726 
Pinterest, Inc. Series E, 8.00% 10/23/13 $38,370 
Pinterest, Inc. Series F, 8.00% 5/15/14 $29,923 
Pinterest, Inc. Series G, 8.00% 2/27/15 $12,035 
Snap, Inc. Series F 2/12/16 $4,165 
Space Exploration Technologies Corp. Class A 10/16/15 - 4/8/16 $11,307 
Space Exploration Technologies Corp. Series G 1/20/15 $11,251 
SurveyMonkey 12/15/14 $34,050 
Trion World, Inc. 8/22/08 - 3/20/13 $3,834 
Trion World, Inc. warrants 8/10/17 8/10/10 $0 
Trion World, Inc. warrants 10/3/18 10/10/13 $0 
Trion World, Inc. 12% 10/10/19 pay-in-kind 10/10/13 - 10/10/16 $265 
Utica Shale Drilling Program (non-operating revenue interest) unit 10/5/16 - 11/4/16 $33,620 
Weinstein Co. Holdings LLC Class A-1 unit 10/19/05 $2,299 
WeWork Companies, Inc. Series F 12/1/16 $1,867 
WME Entertainment Parent, LLC Class A unit 8/16/16 $25,816 

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 $2,062 
Fidelity Securities Lending Cash Central Fund 6,896 
Total $8,958 

Investment Valuation

The following is a summary of the inputs used, as of December 31, 2016, 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 below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $3,757,985 $3,699,215 $17,163 $41,607 
Consumer Staples 1,007,523 992,209 -- 15,314 
Energy 2,208,847 2,198,990 9,857 -- 
Financials 3,804,443 3,707,538 55,251 41,654 
Health Care 2,330,418 2,267,708 -- 62,710 
Industrials 1,905,427 1,876,372 -- 29,055 
Information Technology 7,544,762 7,236,119 51,784 256,859 
Materials 804,043 804,043 -- -- 
Real Estate 144,896 143,029 -- 1,867 
Telecommunication Services 220,242 211,150 9,092 -- 
Utilities 334,182 334,182 -- -- 
Corporate Bonds 14,209 -- 14,092 117 
Bank Loan Obligations 3,070 -- 3,070 -- 
Other 33,620 -- -- 33,620 
Money Market Funds 388,967 388,967 -- -- 
Total Investments in Securities: $24,502,634 $23,859,522 $160,309 $482,803 

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

(Amounts in thousands)  
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $518,084 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (157,200) 
Cost of Purchases 12,164 
Proceeds of Sales (116,189) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $256,859 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $(153,428) 
Other Investments in Securities  
Beginning Balance $176,193 
Net Realized Gain (Loss) on Investment Securities 3,717 
Net Unrealized Gain (Loss) on Investment Securities 3,396 
Cost of Purchases 80,045 
Proceeds of Sales (37,407) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $225,944 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at December 31, 2016 $6,761 

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

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 89.3% 
Canada 1.8% 
Ireland 1.4% 
Switzerland 1.3% 
United Kingdom 1.1% 
Others (Individually Less Than 1%) 5.1% 
 100.0% 

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  December 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $100,395) — See accompanying schedule:
Unaffiliated issuers (cost $16,902,112) 		$24,113,667  
Fidelity Central Funds (cost $388,916) 388,967  
Total Investments (cost $17,291,028)  $24,502,634 
Receivable for investments sold   
Regular delivery  47,794 
Delayed delivery  9 
Receivable for fund shares sold  24,493 
Dividends receivable  12,715 
Interest receivable  192 
Distributions receivable from Fidelity Central Funds  288 
Prepaid expenses  50 
Other receivables  3,229 
Total assets  24,591,404 
Liabilities   
Payable for investments purchased $11,997  
Payable for fund shares redeemed 59,542  
Accrued management fee 7,188  
Distribution and service plan fees payable 5,218  
Other affiliated payables 3,760  
Other payables and accrued expenses 817  
Collateral on Securities Loaned 104,885  
Total liabilities  193,407 
Net Assets  $24,397,997 
Net Assets consist of:   
Paid in capital  $17,024,000 
Undistributed net investment income  2,020 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  160,408 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  7,211,569 
Net Assets  $24,397,997 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($6,873,282 ÷ 259,967 shares)  $26.44 
Maximum offering price per share (100/94.25 of $26.44)  $28.05 
Class T:   
Net Asset Value and redemption price per share ($1,849,355 ÷ 71,878 shares)  $25.73 
Maximum offering price per share (100/96.50 of $25.73)  $26.66 
Class C:   
Net Asset Value and offering price per share ($3,520,767 ÷ 148,639 shares)(a)  $23.69 
Class I:   
Net Asset Value, offering price and redemption price per share ($11,662,303 ÷ 432,702 shares)  $26.95 
Class Z:   
Net Asset Value, offering price and redemption price per share ($492,290 ÷ 18,251 shares)  $26.97 

 (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.


Statement of Operations

Amounts in thousands  Year ended December 31, 2016 
Investment Income   
Dividends  $268,119 
Interest  5,436 
Income from Fidelity Central Funds  8,958 
Total income  282,513 
Expenses   
Management fee   
Basic fee $137,619  
Performance adjustment (26,454)  
Transfer agent fees 44,199  
Distribution and service plan fees 64,877  
Accounting and security lending fees 1,981  
Custodian fees and expenses 489  
Independent trustees' fees and expenses 109  
Registration fees 277  
Audit 121  
Legal 80  
Miscellaneous 208  
Total expenses before reductions 223,506  
Expense reductions (833) 222,673 
Net investment income (loss)  59,840 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,325,301  
Fidelity Central Funds 44  
Foreign currency transactions 471  
Total net realized gain (loss)  1,325,816 
Change in net unrealized appreciation (depreciation) on:
Investment securities 		103,599  
Assets and liabilities in foreign currencies 9  
Total change in net unrealized appreciation (depreciation)  103,608 
Net gain (loss)  1,429,424 
Net increase (decrease) in net assets resulting from operations  $1,489,264 

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


Statement of Changes in Net Assets

Amounts in thousands Year ended December 31, 2016 Year ended December 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $59,840 $54,358 
Net realized gain (loss) 1,325,816 1,381,285 
Change in net unrealized appreciation (depreciation) 103,608 (742,595) 
Net increase (decrease) in net assets resulting from operations 1,489,264 693,048 
Distributions to shareholders from net investment income (60,850) (46,051) 
Distributions to shareholders from net realized gain (1,185,388) (1,142,480) 
Total distributions (1,246,238) (1,188,531) 
Share transactions - net increase (decrease) (2,529,933) (1,326,831) 
Total increase (decrease) in net assets (2,286,907) (1,822,314) 
Net Assets   
Beginning of period 26,684,904 28,507,218 
End of period $24,397,997 $26,684,904 
Other Information   
Undistributed net investment income end of period $2,020 $1,473 

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


Financial Highlights — Fidelity Advisor New Insights Fund Class A

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $26.14 $26.67 $26.32 $22.75 $19.72 
Income from Investment Operations      
Net investment income (loss)A .06 .05 .04 .01 .03 
Net realized and unrealized gain (loss) 1.56 .57 2.34 7.21 3.09 
Total from investment operations 1.62 .62 2.38 7.22 3.12 
Distributions from net investment income (.04) (.02) – – – 
Distributions from net realized gain (1.28) (1.13) (2.03) (3.65) (.09) 
Total distributions (1.32) (1.15) (2.03) (3.65) (.09) 
Net asset value, end of period $26.44 $26.14 $26.67 $26.32 $22.75 
Total ReturnB,C 6.31% 2.39% 9.20% 32.36% 15.84% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .89% .92% .92% .94% 1.01% 
Expenses net of fee waivers, if any .89% .91% .92% .94% 1.01% 
Expenses net of all reductions .88% .91% .92% .94% 1.00% 
Net investment income (loss) .24% .20% .13% .02% .13% 
Supplemental Data      
Net assets, end of period (in millions) $6,873 $7,920 $8,475 $8,634 $6,459 
Portfolio turnover rateF 42% 47% 62% 79% 47% 

 A Calculated based on average shares outstanding during the period.

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

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

 D 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.

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

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


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


Financial Highlights — Fidelity Advisor New Insights Fund Class T

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $25.51 $26.10 $25.84 $22.44 $19.46 
Income from Investment Operations      
Net investment income (loss)A –B (.01) (.03) (.06) (.02) 
Net realized and unrealized gain (loss) 1.50 .55 2.31 7.11 3.04 
Total from investment operations 1.50 .54 2.28 7.05 3.02 
Distributions from net investment income –B – – – – 
Distributions from net realized gain (1.28) (1.13) (2.02) (3.65) (.04) 
Total distributions (1.28) (1.13) (2.02) (3.65) (.04) 
Net asset value, end of period $25.73 $25.51 $26.10 $25.84 $22.44 
Total ReturnC,D 6.01% 2.14% 8.98% 32.05% 15.52% 
Ratios to Average Net AssetsE,F      
Expenses before reductions 1.14% 1.17% 1.17% 1.18% 1.25% 
Expenses net of fee waivers, if any 1.14% 1.16% 1.17% 1.18% 1.25% 
Expenses net of all reductions 1.13% 1.16% 1.17% 1.18% 1.24% 
Net investment income (loss) (.01)% (.05)% (.11)% (.22)% (.11)% 
Supplemental Data      
Net assets, end of period (in millions) $1,849 $2,071 $2,219 $2,134 $1,795 
Portfolio turnover rateG 42% 47% 62% 79% 47% 

 A Calculated based on average shares outstanding during the period.

 B Amount represents less than $0.005 per share

 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 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 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.

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


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


Financial Highlights — Fidelity Advisor New Insights Fund Class C

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $23.70 $24.45 $24.45 $21.49 $18.70 
Income from Investment Operations      
Net investment income (loss)A (.12) (.14) (.16) (.18) (.13) 
Net realized and unrealized gain (loss) 1.39 .52 2.18 6.79 2.92 
Total from investment operations 1.27 .38 2.02 6.61 2.79 
Distributions from net investment income –B – – – – 
Distributions from net realized gain (1.28) (1.13) (2.02) (3.65) – 
Total distributions (1.28) (1.13) (2.02) (3.65) – 
Net asset value, end of period $23.69 $23.70 $24.45 $24.45 $21.49 
Total ReturnC,D 5.49% 1.63% 8.43% 31.41% 14.92% 
Ratios to Average Net AssetsE,F      
Expenses before reductions 1.64% 1.67% 1.67% 1.69% 1.75% 
Expenses net of fee waivers, if any 1.64% 1.66% 1.67% 1.69% 1.75% 
Expenses net of all reductions 1.63% 1.66% 1.67% 1.69% 1.75% 
Net investment income (loss) (.51)% (.55)% (.62)% (.73)% (.62)% 
Supplemental Data      
Net assets, end of period (in millions) $3,521 $3,841 $3,889 $3,459 $2,515 
Portfolio turnover rateG 42% 47% 62% 79% 47% 

 A Calculated based on average shares outstanding during the period.

 B Amount represents less than $0.005 per share

 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 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 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.

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


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


Financial Highlights — Fidelity Advisor New Insights Fund Class I

Years ended December 31, 2016 2015 2014 2013 2012 
Selected Per–Share Data      
Net asset value, beginning of period $26.63 $27.15 $26.76 $23.02 $19.96 
Income from Investment Operations      
Net investment income (loss)A .13 .13 .11 .07 .09 
Net realized and unrealized gain (loss) 1.59 .57 2.39 7.32 3.12 
Total from investment operations 1.72 .70 2.50 7.39 3.21 
Distributions from net investment income (.11) (.09) (.07) – (.02) 
Distributions from net realized gain (1.28) (1.13) (2.04) (3.65) (.13) 
Total distributions (1.40)B (1.22) (2.11) (3.65) (.15) 
Net asset value, end of period $26.95 $26.63 $27.15 $26.76 $23.02 
Total ReturnC 6.55% 2.64% 9.51% 32.73% 16.11% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .63% .66% .67% .68% .74% 
Expenses net of fee waivers, if any .63% .66% .67% .68% .74% 
Expenses net of all reductions .63% .66% .67% .68% .74% 
Net investment income (loss) .50% .45% .39% .28% .39% 
Supplemental Data      
Net assets, end of period (in millions) $11,662 $12,310 $13,449 $11,477 $9,898 
Portfolio turnover rateF 42% 47% 62% 79% 47% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $1.40 per share is comprised of distributions from net investment income of $.114 and distributions from net realized gain of $1.281 per share.

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

 D 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.

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

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


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


Financial Highlights — Fidelity Advisor New Insights Fund Class Z

Years ended December 31, 2016 2015 2014 2013 A 
Selected Per–Share Data     
Net asset value, beginning of period $26.65 $27.17 $26.78 $27.42 
Income from Investment Operations     
Net investment income (loss)B .17 .16 .15 .01 
Net realized and unrealized gain (loss) 1.58 .58 2.39 3.00 
Total from investment operations 1.75 .74 2.54 3.01 
Distributions from net investment income (.15) (.12) (.10) – 
Distributions from net realized gain (1.28) (1.13) (2.04) (3.65) 
Total distributions (1.43) (1.26)C (2.15)D (3.65) 
Net asset value, end of period $26.97 $26.65 $27.17 $26.78 
Total ReturnE,F 6.68% 2.78% 9.65% 11.50% 
Ratios to Average Net AssetsG,H     
Expenses before reductions .50% .53% .54% .55%I 
Expenses net of fee waivers, if any .50% .53% .54% .55%I 
Expenses net of all reductions .50% .53% .53% .55%I 
Net investment income (loss) .63% .58% .52% .14%I 
Supplemental Data     
Net assets, end of period (in millions) $492 $436 $294 $77 
Portfolio turnover rateJ 42% 47% 62% 79% 

 A For the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

 B Calculated based on average shares outstanding during the period.

 C Total distribution of $1.26 per share is comprised of distributions from net investment income of $.124 and distributions from net realized gain of $1.134 per share.

 D Total distribution of $2.15 per share is comprised of distributions from net investment income of $.104 and distributions from net realized gain of $2.041 per share.

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

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

 G 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.

 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 Annualized

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


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


Notes to Financial Statements

For the period ended December 31, 2016
(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, Class I and Class Z 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.

After the close of business on June 24, 2016, all outstanding Class B shares were converted to Class A shares. All current fiscal period dollar and share amounts for Class B presented in the Notes to Financial Statements are for the period January 1, 2016 through June 24, 2016.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

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

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

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

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 12/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Corporate Bonds $117 Recovery value
 		Recovery value 43.9% Increase 
Equities 449,066 Discounted cash flow
 		Discount rate 8.0% - 22.1% / 9.8% Decrease 
   Growth rate 2.0% - 3.0% / 2.9% Increase 
   Discount for lack of marketability 20.0% - 25.0% / 20.7% Decrease 
  Market approach Discount rate 3.0% - 50.0% / 21.7% Decrease 
   Transaction price $2.05 - $60.00 / $33.62 Increase 
   Discount for lack of marketability 15.0% - 30.0% / 16.0% Decrease 
   Premium rate 0.5% - 130.0% / 33.3% Increase 
  Market comparable Price/Earnings multiple (P/E) 5.8 - 12.7 / 10.8 Increase 
   Enterprise value/Sales multiple (EV/S) 0.6 - 6.3 / 3.8 Increase 
   Enterprise value/EBITDA multiple (EV/EBITDA) 8.5 - 17.3 / 16.6 Increase 
   Enterprise value/Gross profit multiple (EV/GP) 5.2 Increase 
  Recovery value Recovery value 0.0% - 0.2% / 0.2% Increase 
   Liquidity preference $3.51 - $6.75 / $4.58 Increase 
Other $33,620 Market approach Transaction price $100.00 Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


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 December 31, 2016, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $7,737,694 
Gross unrealized depreciation (598,332) 
Net unrealized appreciation (depreciation) on securities $7,139,362 
Tax Cost $17,363,272 

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

Undistributed long-term capital gain $235,694 
Net unrealized appreciation (depreciation) on securities and other investments $7,139,324 

The tax character of distributions paid was as follows:

 December 31, 2016 December 31, 2015 
Ordinary Income $60,850 $ 46,051 
Long-term Capital Gains 1,185,388 1,142,480 
Total $1,246,238 $ 1,188,531 

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.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

Consolidated Subsidiary. The Fund invests in certain investments through a wholly-owned subsidiary ("Subsidiary"), which may be subject to federal and state taxes upon disposition.

As of period end, the Fund held an investment of $59,600 in these Subsidiaries, representing .24% of the Fund's net assets. The financial statements have been consolidated and include accounts of the Fund and each Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $10,385,799 and $14,004,817, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period. The upward or downward adjustment to the management fee is based on the relative investment performance of Class I of the Fund as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .44% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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 the investment adviser, 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% $18,240 $– 
Class T .25% .25% 9,682 – 
Class B .75% .25% 403 302 
Class C .75% .25% 36,552 2,594 
   $64,877 $2,896 

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 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 $982 
Class T 138 
Class B(a) 7 
Class C(a) 212 
 $1,339 

 (a) 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 the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z's. FIIOC receives an asset-based fee of Class Z'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
Class-Level Average
Net Assets 
Class A $13,293 .18 
Class T 3,503 .18 
Class B 86 .22 
Class C 6,651 .18 
Class I 20,450 .17 
Class Z 216 .05 
 $ 44,199  

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $277 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $65 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $6,533. 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 $6,896, including $398 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $639 for the period.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain univested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $193.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
December 31, 2016 		Year ended
December 31, 2015 
From net investment income   
Class A $9,732 $4,999 
Class T 160 – 
Class B 8 – 
Class C 321 – 
Class I 48,005 39,092 
Class Z 2,624 1,960 
Total $60,850 $46,051 
From net realized gain   
Class A $335,159 $336,609 
Class T 91,690 90,096 
Class B 950 5,527 
Class C 189,033 177,341 
Class I 546,373 515,418 
Class Z 22,183 17,489 
Total $1,185,388 $1,142,480 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Year ended December 31, 2016 Year ended December 31, 2015 Year ended December 31, 2016 Year ended December 31, 2015 
Class A     
Shares sold 31,092 43,674 $804,383 $1,185,377 
Reinvestment of distributions 12,732 12,627 330,633 327,470 
Shares redeemed (86,801) (71,066) (2,268,773) (1,931,743) 
Net increase (decrease) (42,977) (14,765) $(1,133,757) $(418,896) 
Class T     
Shares sold 6,672 8,555 $168,809 $226,885 
Reinvestment of distributions 3,415 3,329 86,299 84,272 
Shares redeemed (19,407) (15,702) (495,009) (416,783) 
Net increase (decrease) (9,320) (3,818) $(239,901) $(105,626) 
Class B     
Shares sold 17 89 $362 $2,138 
Reinvestment of distributions 41 210 854 4,926 
Shares redeemed (4,619) (3,241) (105,628) (79,804) 
Net increase (decrease) (4,561) (2,942) $(104,412) $(72,740) 
Class C     
Shares sold 13,063 20,651 $305,241 $510,224 
Reinvestment of distributions 6,915 6,325 161,406 148,901 
Shares redeemed (33,439) (23,947) (790,437) (594,182) 
Net increase (decrease) (13,461) 3,029 $(323,790) $64,943 
Class I     
Shares sold 79,363 97,654 $2,114,950 $2,700,232 
Reinvestment of distributions 19,665 18,139 522,588 478,968 
Shares redeemed (128,588) (148,908) (3,416,498) (4,124,969) 
Net increase (decrease) (29,560) (33,115) $(778,960) $(945,769) 
Class Z     
Shares sold 5,437 12,793 $146,103 $356,386 
Reinvestment of distributions 921 730 24,588 19,260 
Shares redeemed (4,458) (7,992) (119,804) (224,389) 
Net increase (decrease) 1,900 5,531 $50,887 $151,257 

11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and Shareholders of Fidelity Advisor New Insights Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor New Insights Fund (a fund of Fidelity Contrafund) as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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 Advisor New Insights Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian, agent banks, and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 22, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Each of the Trustees oversees 169 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

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

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

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

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

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

 * Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR. 

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

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), and as a member of the Independent Directors Council (IDC) Governing Council (2010-2015). Mr. Dirks is a member of the Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present) and the Finance Committee of the Asolo Repertory Theatre (2016-present).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity® funds. Mr. Lacy serves as Chairman (2014-present) and a member (2010-present) of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes) and a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity® funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (1950)

Year of Election or Appointment: 2011

Trustee

Mr. Selander also serves as Trustee of other Fidelity® funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present) and a non-executive Chairman of Health Equity, Inc. (health savings custodian, 2015-present). Previously, Mr. Selander served as a Member of the Advisory Board of certain Fidelity® funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.  Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan. 

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present).  Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan. 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

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 (July 1, 2016 to December 31, 2016).

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.

 Annualized Expense Ratio-A Beginning
Account Value
July 1, 2016 		Ending
Account Value
December 31, 2016 		Expenses Paid
During Period-B
July 1, 2016
to December 31, 2016 
Class A .85%    
Actual  $1,000.00 $1,057.00 $4.40 
Hypothetical-C  $1,000.00 $1,020.86 $4.32 
Class T 1.10%    
Actual  $1,000.00 $1,055.90 $5.68 
Hypothetical-C  $1,000.00 $1,019.61 $5.58 
Class C 1.60%    
Actual  $1,000.00 $1,053.10 $8.26 
Hypothetical-C  $1,000.00 $1,017.09 $8.11 
Class I .60%    
Actual  $1,000.00 $1,058.30 $3.10 
Hypothetical-C  $1,000.00 $1,022.12 $3.05 
Class Z .47%    
Actual  $1,000.00 $1,058.80 $2.43 
Hypothetical-C  $1,000.00 $1,022.77 $2.39 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor New Insights Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 Pay Date Record Date Capital Gains 
Fidelity Advisor New Insights Fund    
Class A 02/13/17 02/10/17 $0.258 
Class T 02/13/17 02/10/17 $0.258 
Class C 02/13/17 02/10/17 $0.258 
Class I 02/13/17 02/10/17 $0.258 
Class Z 02/13/17 02/10/17 $0.258 

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2016, $1,329,015,879 or, if subsequently determined to be different, the net capital gain of such year.

Class A, Class T, Class B, Class C, Class I, and Class Z designate 100% of the dividends distributed during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Class A, Class T, Class B, Class C, Class I, and Class Z designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor New Insights Fund

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

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

At its July 2016 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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

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

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

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) broadening eligibility requirements for certain lower-priced share classes of, and streamlining the fee structure for, certain existing equity index funds; (v) lowering expense caps for certain existing funds and classes to reduce expenses paid by shareholders; (vi) eliminating redemption fees for certain variable insurance product funds and classes; (vii) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (viii) launching a lower cost share class for use by the Freedom Index Fund product line; (ix) rationalizing product lines and gaining increased efficiencies through fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; (xi) implementing investment enhancements to further strengthen Fidelity's target date product line to increase investors' probability of success in achieving their goals; (xii) accelerating the conversion of all remaining Class B shares to Class A shares, which have a lower expense structure; and (xiii) implementing changes to Fidelity's money market fund product line in response to recent regulatory reforms.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for the fund in September 2013.

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

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

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

Fidelity Advisor New Insights Fund


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

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Broadridge investment objective categories that have comparable investment mandates. Combining Broadridge investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

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

Fidelity Advisor New Insights Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2015. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking.

The Board noted that, in 2014, the ad hoc Committee on Group Fee was formed by it and the boards of other Fidelity funds to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

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

Total Expense Ratio.  In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2015.

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

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

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

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

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

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

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

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

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

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) the various share classes employed by Fidelity and the attributes of each class, together with similar information on the distribution and servicing payments made by Fidelity or the funds to third-party participants in the distribution channels; (iii) fund profitability, and fund performance in relation to fund profitability; (iv) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (v) annual fund profitability margins; (vi) the realization of fall-out benefits in and attribution of fall-out benefits to certain Fidelity business units; (vii) the appropriateness of certain funds' benchmarks; (viii) the rationalization for certain share classes and expenses; (ix) sub-advisory fee rates for comparable investment mandates; (x) product strategy for certain underperforming funds; and (xi) Fidelity's resources and strategy for cybersecurity.

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





Fidelity Investments

ANIF-ANN-0217
1.796407.113



Item 2.

Code of Ethics


As of the end of the period, December 31, 2016, Fidelity Contrafund (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.  


Item 4.  

Principal Accountant Fees and Services


Fees and Services


The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity Advisor New Insights Fund, Fidelity Advisor Series Opportunistic Insights Fund, Fidelity Contrafund and Fidelity Series Opportunistic Insights Fund (the “Funds”):


Services Billed by PwC


December 31, 2016 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor New Insights Fund

 $93,000  

$-

 $6,700

 $3,200

Fidelity Advisor Series Opportunistic Insights Fund

 $79,000  

$-

 $5,400

$2,800

Fidelity Contrafund

 $231,000  

$-

  $20,000

 $7,000

Fidelity Series Opportunistic Insights Fund

$85,000  

$-

 $4,800

$3,100

 

 

 

 

 


December 31, 2015 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Advisor New Insights Fund

 $81,000  

$-

 $13,200

 $11,600

Fidelity Advisor Series Opportunistic Insights Fund

 $52,000  

$-

 $11,600

$1,900

Fidelity Contrafund

 $226,000  

$-

  $32,600

 $23,100

Fidelity Series Opportunistic Insights Fund

$60,000  

$-

 $11,400

$3,800

 

 

 

 

 

 

 

 

 

 

A Amounts may reflect rounding.


The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company (“FMR”) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds (“Fund Service Providers”):


Services Billed by PwC



 

December 31, 2016A

December 31, 2015 A

Audit-Related Fees

 $6,240,000

 $5,290,000

Tax Fees

$10,000

$-

All Other Fees

$-

$-


A Amounts may reflect rounding.



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


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


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


Assurance services must be performed by an independent public accountant.


* * *




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


Billed By

December 31, 2016 A

December 31, 2015 A

PwC

$8,270,000

$5,755,000


A Amounts may reflect rounding.



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


Audit Committee Pre-Approval Policies and Procedures

 

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


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


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


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




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


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



Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

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


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

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


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the trust’s Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.




(a)(ii)  There was no change in the trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust’s internal control over financial reporting.


Item 12.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fidelity Contrafund


By:

/s/Stacie M. Smith

 

Stacie M. Smith

 

President and Treasurer

 

 

Date:

February 24, 2017



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/ Stacie M. Smith

 

Stacie M. Smith

 

President and Treasurer

 

 

Date:

February 24, 2017



By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

February 24, 2017