N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3583

Fidelity Mt. Vernon Street Trust
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:	November 30

Date of reporting period:	May 31, 2014

Item 1. Reports to Stockholders

Fidelity®

Growth Strategies

Fund

Semiannual Report

May 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2013 to May 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value December 1, 2013	Ending Account Value May 31, 2014	Expenses Paid During Period* December 1, 2013 to May 31, 2014
Growth Strategies	.70%
Actual		$ 1,000.00	$ 1,064.90	$ 3.60
Hypothetical ^A		$ 1,000.00	$ 1,021.44	$ 3.53
Class K	.50%
Actual		$ 1,000.00	$ 1,066.20	$ 2.58
Hypothetical ^A		$ 1,000.00	$ 1,022.44	$ 2.52

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Actavis PLC	2.6	1.7
Kroger Co.	2.2	1.6
McGraw Hill Financial, Inc.	1.9	0.9
Lorillard, Inc.	1.8	1.4
IntercontinentalExchange Group, Inc.	1.8	1.4
Mead Johnson Nutrition Co. Class A	1.8	1.4
Delphi Automotive PLC	1.7	1.5
Agilent Technologies, Inc.	1.6	1.1
W.W. Grainger, Inc.	1.6	1.1
Delta Air Lines, Inc.	1.5	1.1
	18.5
Top Five Market Sectors as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	22.1	24.3
Information Technology	16.5	15.5
Industrials	16.0	16.5
Health Care	15.8	15.3
Financials	9.6	9.5

Asset Allocation (% of fund's net assets)
As of May 31, 2014*			As of November 30, 2013**
	Stocks 98.7%			Stocks 99.2%
	Short-Term Investments and Net Other Assets (Liabilities) 1.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		13.7%	** Foreign investments		11.7%

ang11524

Semiannual Report

Investments May 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 22.1%
Auto Components - 2.1%
Delphi Automotive PLC	483,098		$ 33,363
Tenneco, Inc. (a)	131,000		8,351
			41,714
Automobiles - 1.4%
Harley-Davidson, Inc.	405,000		28,852
Diversified Consumer Services - 1.0%
Service Corp. International	995,000		19,920
Hotels, Restaurants & Leisure - 4.8%
Bally Technologies, Inc. (a)	400,920		23,654
Brinker International, Inc.	250,000		12,413
Jack in the Box, Inc.	296,014		17,089
Melco Crown Entertainment Ltd. sponsored ADR	177,000		6,101
Penn National Gaming, Inc. (a)	936,394		10,918
Wyndham Worldwide Corp.	362,000		26,763
			96,938
Household Durables - 1.7%
Jarden Corp. (a)	268,516		15,193
Tupperware Brands Corp.	227,900		19,080
			34,273
Internet & Catalog Retail - 1.5%
HomeAway, Inc. (a)	45,000		1,386
Liberty Interactive Corp. Series A (a)	535,000		15,585
TripAdvisor, Inc. (a)	137,000		13,312
			30,283
Media - 2.3%
DIRECTV (a)	191,900		15,820
Omnicom Group, Inc.	315,500		22,448
Time Warner Cable, Inc.	60,800		8,583
			46,851
Multiline Retail - 0.9%
Dollar Tree, Inc. (a)	350,000		18,561
Specialty Retail - 3.1%
Bed Bath & Beyond, Inc. (a)	291,800		17,756
O'Reilly Automotive, Inc. (a)	205,000		30,330
Ross Stores, Inc.	225,300		15,422
			63,508
Textiles, Apparel & Luxury Goods - 3.3%
Hanesbrands, Inc.	267,600		22,701
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
PVH Corp.	122,000		$ 16,059
VF Corp.	447,700		28,214
			66,974
TOTAL CONSUMER DISCRETIONARY			447,874
CONSUMER STAPLES - 7.9%
Beverages - 0.8%
Brown-Forman Corp. Class B (non-vtg.)	60,808		5,635
Monster Beverage Corp. (a)	168,924		11,720
			17,355
Food & Staples Retailing - 2.5%
Kroger Co.	930,000		44,398
Whole Foods Market, Inc.	157,100		6,008
			50,406
Food Products - 2.3%
Mead Johnson Nutrition Co. Class A	397,400		35,555
The Hershey Co.	104,400		10,162
			45,717
Personal Products - 0.5%
Herbalife Ltd.	169,000		10,956
Tobacco - 1.8%
Lorillard, Inc.	579,000		35,996
TOTAL CONSUMER STAPLES			160,430
ENERGY - 4.7%
Energy Equipment & Services - 3.0%
Cameron International Corp. (a)	264,300		16,902
Dril-Quip, Inc. (a)	135,000		13,800
Oceaneering International, Inc.	229,900		16,564
Oil States International, Inc. (a)	121,700		13,092
			60,358
Oil, Gas & Consumable Fuels - 1.7%
Cabot Oil & Gas Corp.	752,000		27,252
World Fuel Services Corp.	146,753		6,803
			34,055
TOTAL ENERGY			94,413
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 9.6%
Capital Markets - 3.4%
Affiliated Managers Group, Inc. (a)	151,800		$ 28,629
Ameriprise Financial, Inc.	127,600		14,369
FXCM, Inc. Class A (d)	966,869		12,937
Invesco Ltd.	334,640		12,281
			68,216
Consumer Finance - 0.6%
Springleaf Holdings, Inc.	469,100		11,010
Diversified Financial Services - 3.7%
IntercontinentalExchange Group, Inc.	182,400		35,823
McGraw Hill Financial, Inc.	472,040		38,599
			74,422
Insurance - 0.4%
Axis Capital Holdings Ltd.	193,100		8,881
Real Estate Investment Trusts - 0.1%
Gaming & Leisure Properties	69,273		2,325
Real Estate Management & Development - 1.4%
Altisource Portfolio Solutions SA (a)	103,800		11,440
CBRE Group, Inc. (a)	586,000		17,486
			28,926
TOTAL FINANCIALS			193,780
HEALTH CARE - 15.8%
Biotechnology - 0.9%
United Therapeutics Corp. (a)	189,000		18,095
Health Care Equipment & Supplies - 1.4%
Covidien PLC	123,500		9,029
The Cooper Companies, Inc.	156,815		20,232
			29,261
Health Care Providers & Services - 4.9%
AmerisourceBergen Corp.	334,000		24,442
Cardinal Health, Inc.	193,907		13,696
Cigna Corp.	44,000		3,950
DaVita HealthCare Partners, Inc. (a)	173,004		12,212
HCA Holdings, Inc. (a)	175,000		9,273
Henry Schein, Inc. (a)	103,400		12,372
MEDNAX, Inc. (a)	166,400		9,590
Universal Health Services, Inc. Class B	147,000		13,167
			98,702
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 2.5%
Agilent Technologies, Inc.	568,600		$ 32,376
Illumina, Inc. (a)	49,800		7,881
Mettler-Toledo International, Inc. (a)	38,600		9,458
			49,715
Pharmaceuticals - 6.1%
Actavis PLC (a)	253,000		53,521
Endo International PLC (a)	130,000		9,177
Jazz Pharmaceuticals PLC (a)	167,200		23,719
Mylan, Inc. (a)	338,500		16,871
Salix Pharmaceuticals Ltd. (a)	186,000		21,219
			124,507
TOTAL HEALTH CARE			320,280
INDUSTRIALS - 16.0%
Aerospace & Defense - 3.1%
BE Aerospace, Inc. (a)	153,100		14,812
Meggitt PLC	2,533,687		20,577
TransDigm Group, Inc.	142,000		26,797
			62,186
Airlines - 3.1%
American Airlines Group, Inc.	356,300		14,309
Delta Air Lines, Inc.	790,000		31,529
United Continental Holdings, Inc. (a)	392,000		17,393
			63,231
Commercial Services & Supplies - 1.2%
KAR Auction Services, Inc.	431,400		13,175
Stericycle, Inc. (a)	97,300		11,128
			24,303
Electrical Equipment - 2.9%
AMETEK, Inc.	489,000		25,956
Hubbell, Inc. Class B	110,900		12,975
Rockwell Automation, Inc.	174,481		21,126
			60,057
Industrial Conglomerates - 1.4%
Roper Industries, Inc.	196,000		27,769
Machinery - 2.4%
IDEX Corp.	170,187		13,050
Ingersoll-Rand PLC	166,400		9,954
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Pentair Ltd.	129,300		$ 9,651
Wabtec Corp.	199,900		15,740
			48,395
Professional Services - 0.3%
Dun & Bradstreet Corp.	69,000		7,124
Trading Companies & Distributors - 1.6%
W.W. Grainger, Inc.	123,983		32,033
TOTAL INDUSTRIALS			325,098
INFORMATION TECHNOLOGY - 16.5%
Electronic Equipment & Components - 1.2%
Amphenol Corp. Class A	216,400		20,731
Ingram Micro, Inc. Class A (a)	132,700		3,685
			24,416
Internet Software & Services - 1.4%
Akamai Technologies, Inc. (a)	164,000		8,912
VeriSign, Inc. (a)	366,906		18,375
			27,287
IT Services - 5.8%
Alliance Data Systems Corp. (a)	75,400		19,306
Amdocs Ltd.	385,580		18,554
Fidelity National Information Services, Inc.	258,300		13,987
Fiserv, Inc. (a)	347,000		20,858
FleetCor Technologies, Inc. (a)	130,400		16,484
Genpact Ltd. (a)	675,100		11,375
Total System Services, Inc.	553,200		16,740
			117,304
Semiconductors & Semiconductor Equipment - 3.1%
Avago Technologies Ltd.	392,400		27,731
Cree, Inc. (a)	232,800		11,202
NXP Semiconductors NV (a)	108,600		6,744
Xilinx, Inc.	343,000		16,107
			61,784
Software - 3.9%
Adobe Systems, Inc. (a)	188,000		12,134
Check Point Software Technologies Ltd. (a)	187,000		12,058
Concur Technologies, Inc. (a)	69,616		5,943
Intuit, Inc.	322,000		25,531
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
salesforce.com, Inc. (a)	1,400		$ 74
Solera Holdings, Inc.	114,000		7,439
SS&C Technologies Holdings, Inc. (a)	73,000		3,113
Symantec Corp.	457,320		10,056
Workday, Inc. Class A (a)	41,100		3,221
			79,569
Technology Hardware, Storage & Peripherals - 1.1%
SanDisk Corp.	237,000		22,901
TOTAL INFORMATION TECHNOLOGY			333,261
MATERIALS - 6.1%
Chemicals - 4.1%
Airgas, Inc.	49,900		5,305
Celanese Corp. Class A	327,000		20,503
Eastman Chemical Co.	275,900		24,351
FMC Corp.	260,000		19,906
W.R. Grace & Co. (a)	144,800		13,333
			83,398
Containers & Packaging - 1.8%
Ball Corp.	140,000		8,450
Packaging Corp. of America	216,000		14,939
Rock-Tenn Co. Class A	128,900		13,023
			36,412
Metals & Mining - 0.2%
SunCoke Energy, Inc. (a)	163,800		3,289
TOTAL MATERIALS			123,099
TOTAL COMMON STOCKS (Cost $1,582,292)		1,998,235
Money Market Funds - 1.3%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.10% (b)	18,805,472		$ 18,805
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	7,683,500		7,684
TOTAL MONEY MARKET FUNDS (Cost $26,489)		26,489
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $1,608,781)			2,024,724
NET OTHER ASSETS (LIABILITIES) - 0.0%			519
NET ASSETS - 100%		$ 2,025,243

Legend

(a) Non-income producing

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

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 7
Fidelity Securities Lending Cash Central Fund	10
Total	$ 17

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

United States of America	86.3%
Ireland	5.2%
Bailiwick of Jersey	1.7%
Bermuda	1.6%
Singapore	1.4%
United Kingdom	1.0%
Others (Individually Less Than 1%)	2.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $7,477) - See accompanying schedule: Unaffiliated issuers (cost $1,582,292)	$ 1,998,235
Fidelity Central Funds (cost $26,489)	26,489
Total Investments (cost $1,608,781)		$ 2,024,724
Receivable for investments sold		11,005
Receivable for fund shares sold		818
Dividends receivable		1,846
Distributions receivable from Fidelity Central Funds		2
Prepaid expenses		1
Other receivables		312
Total assets		2,038,708

Liabilities
Payable for investments purchased	$ 2,118
Payable for fund shares redeemed	2,430
Accrued management fee	714
Other affiliated payables	398
Other payables and accrued expenses	121
Collateral on securities loaned, at value	7,684
Total liabilities		13,465

Net Assets		$ 2,025,243
Net Assets consist of:
Paid in capital		$ 2,409,451
Undistributed net investment income		2,882
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(803,033)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		415,943
Net Assets		$ 2,025,243

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Growth Strategies: Net Asset Value, offering price and redemption price per share ($1,661,924 ÷ 56,525 shares)		$ 29.40

Class K: Net Asset Value, offering price and redemption price per share ($363,319 ÷ 12,271 shares)		$ 29.61

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended May 31, 2014 (Unaudited)

Investment Income
Dividends		$ 11,136
Income from Fidelity Central Funds		17
Total income		11,153

Expenses
Management fee Basic fee	$ 6,000
Performance adjustment	(1,823)
Transfer agent fees	2,086
Accounting and security lending fees	305
Custodian fees and expenses	28
Independent trustees' compensation	4
Registration fees	35
Audit	30
Legal	8
Miscellaneous	7
Total expenses before reductions	6,680
Expense reductions	(14)	6,666
Net investment income (loss)		4,487
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	86,008
Foreign currency transactions	5
Total net realized gain (loss)		86,013
Change in net unrealized appreciation (depreciation) on: Investment securities		35,785
Net gain (loss)		121,798
Net increase (decrease) in net assets resulting from operations		$ 126,285

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,487	$ 7,760
Net realized gain (loss)	86,013	261,746
Change in net unrealized appreciation (depreciation)	35,785	271,312
Net increase (decrease) in net assets resulting from operations	126,285	540,818
Distributions to shareholders from net investment income	(4,343)	(6,434)
Distributions to shareholders from net realized gain	-	(1,640)
Total distributions	(4,343)	(8,074)
Share transactions - net increase (decrease)	(78,805)	(210,205)
Redemption fees	56	100
Total increase (decrease) in net assets	43,193	322,639

Net Assets
Beginning of period	1,982,050	1,659,411
End of period (including undistributed net investment income of $2,882 and undistributed net investment income of $2,738, respectively)	$ 2,025,243	$ 1,982,050

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

Semiannual Report

Financial Highlights - Growth Strategies

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 27.66	$ 20.56	$ 19.05	$ 18.99	$ 15.28	$ 11.28
Income from Investment Operations
Net investment income (loss) ^D	.06	.09	.02 ^G	(.04)	(.04)	(.02) ^H
Net realized and unrealized gain (loss)	1.73	7.10	1.49	.10	3.75	4.05
Total from investment operations	1.79	7.19	1.51	.06	3.71	4.03
Distributions from net investment income	(.05)	(.07) ^I	-	-	-	(.03)
Distributions from net realized gain	-	(.02) ^I	-	-	-	-
Total distributions	(.05)	(.09)	-	-	-	(.03)
Redemption fees added to paid in capital ^{D, K}	-	-	-	-	-	-
Net asset value, end of period	$ 29.40	$ 27.66	$ 20.56	$ 19.05	$ 18.99	$ 15.28
Total Return^{B, C}	6.49%	35.13%	7.93%	.32%	24.28%	35.79%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	.70% ^A	.71%	.73%	.79%	.78%	.88%
Expenses net of fee waivers, if any	.70% ^A	.71%	.73%	.79%	.78%	.87%
Expenses net of all reductions	.70% ^A	.69%	.72%	.77%	.77%	.85%
Net investment income (loss)	.41% ^A	.39%	.09% ^G	(.21)%	(.26)%	(.15)% ^H
Supplemental Data
Net assets, end of period (in millions)	$ 1,662	$ 1,640	$ 1,385	$ 1,597	$ 1,925	$ 1,808
Portfolio turnover rate^F	47% ^A	87%	165%	165%	116%	285%

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .00%.

^H 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 (.24)%.

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

^J 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.

^K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 27.88	$ 20.74	$ 19.17	$ 19.06	$ 15.29	$ 11.29
Income from Investment Operations
Net investment income (loss) ^D	.09	.15	.07 ^H	.01	- ^L	.02 ^I
Net realized and unrealized gain (loss)	1.75	7.14	1.50	.10	3.77	4.04
Total from investment operations	1.84	7.29	1.57	.11	3.77	4.06
Distributions from net investment income	(.11)	(.13) ^J	-	-	-	(.06)
Distributions from net realized gain	-	(.02) ^J	-	-	-	-
Total distributions	(.11)	(.15)	-	-	-	(.06)
Redemption fees added to paid in capital ^{D, L}	-	-	-	-	-	-
Net asset value, end of period	$ 29.61	$ 27.88	$ 20.74	$ 19.17	$ 19.06	$ 15.29
Total Return^{B, C}	6.62%	35.42%	8.19%	.58%	24.66%	36.14%
Ratios to Average Net Assets^{E, K}
Expenses before reductions	.51% ^A	.48%	.48%	.54%	.52%	.60%
Expenses net of fee waivers, if any	.50% ^A	.48%	.48%	.54%	.52%	.60%
Expenses net of all reductions	.50% ^A	.46%	.47%	.53%	.51%	.58%
Net investment income (loss)	.61% ^A	.62%	.34% ^H	.03%	-% ^G	.12% ^I
Supplemental Data
Net assets, end of period (in millions)	$ 363	$ 342	$ 274	$ 220	$ 179	$ 120
Portfolio turnover rate ^F	47% ^A	87%	165%	165%	116%	285%

^A Annualized

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

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

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

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

^G Amount represents less than .01%.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .25%.

^I 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 .03%.

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

^K 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.

^L Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

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, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 444,149
Gross unrealized depreciation	(28,629)
Net unrealized appreciation (depreciation) on securities and other investments	$ 415,520

Tax cost	$ 1,609,204

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

Fiscal year of expiration
2016	$ (758,882)
2017	(129,992)
Total capital loss carryforward	$ (888,874)

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $464,799 and $553,179, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Growth Strategies as compared to its benchmark index, the Russell Midcap® Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .42% 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 Growth Strategies. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

	Amount	% of Average Net Assets*
Growth Strategies	$ 2,006	.24
Class K	80	.05
	$ 2,086

* Annualized

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $10 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $10. During the period, there were no securities loaned to FCM.

Semiannual Report

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 $7 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $7.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2014	Year ended November 30, 2013
From net investment income
Growth Strategies	$ 3,012	$ 4,707
Class K	1,331	1,727
Total	$ 4,343	$ 6,434
From net realized gain
Growth Strategies	$ -	$ 1,370
Class K	-	270
Total	$ -	$ 1,640

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2014	Year ended November 30, 2013	Six months ended May 31, 2014	Year ended November 30, 2013
Growth Strategies
Shares sold	1,567	3,564	$ 44,409	$ 86,096
Reinvestment of distributions	108	291	2,940	5,939
Shares redeemed	(4,435)	(11,957)	(125,926)	(280,489)
Net increase (decrease)	(2,760)	(8,102)	$ (78,577)	$ (188,454)
Class K
Shares sold	1,427	1,869	$ 40,957	$ 44,660
Reinvestment of distributions	48	97	1,330	1,997
Shares redeemed	(1,481)	(2,902)	(42,515)	(68,408)
Net increase (decrease)	(6)	(936)	$ (228)	$ (21,751)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ang11526
1-800-544-5555

Automated line for quickest service

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

FEG-USAN-0714
1.786808.111

Fidelity®

Growth Strategies

Fund -
Class K

Semiannual Report

May 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2013 to May 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value December 1, 2013	Ending Account Value May 31, 2014	Expenses Paid During Period* December 1, 2013 to May 31, 2014
Growth Strategies	.70%
Actual		$ 1,000.00	$ 1,064.90	$ 3.60
Hypothetical ^A		$ 1,000.00	$ 1,021.44	$ 3.53
Class K	.50%
Actual		$ 1,000.00	$ 1,066.20	$ 2.58
Hypothetical ^A		$ 1,000.00	$ 1,022.44	$ 2.52

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Actavis PLC	2.6	1.7
Kroger Co.	2.2	1.6
McGraw Hill Financial, Inc.	1.9	0.9
Lorillard, Inc.	1.8	1.4
IntercontinentalExchange Group, Inc.	1.8	1.4
Mead Johnson Nutrition Co. Class A	1.8	1.4
Delphi Automotive PLC	1.7	1.5
Agilent Technologies, Inc.	1.6	1.1
W.W. Grainger, Inc.	1.6	1.1
Delta Air Lines, Inc.	1.5	1.1
	18.5
Top Five Market Sectors as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	22.1	24.3
Information Technology	16.5	15.5
Industrials	16.0	16.5
Health Care	15.8	15.3
Financials	9.6	9.5

Asset Allocation (% of fund's net assets)
As of May 31, 2014*			As of November 30, 2013**
	Stocks 98.7%			Stocks 99.2%
	Short-Term Investments and Net Other Assets (Liabilities) 1.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		13.7%	** Foreign investments		11.7%

ang11538

Semiannual Report

Investments May 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 22.1%
Auto Components - 2.1%
Delphi Automotive PLC	483,098		$ 33,363
Tenneco, Inc. (a)	131,000		8,351
			41,714
Automobiles - 1.4%
Harley-Davidson, Inc.	405,000		28,852
Diversified Consumer Services - 1.0%
Service Corp. International	995,000		19,920
Hotels, Restaurants & Leisure - 4.8%
Bally Technologies, Inc. (a)	400,920		23,654
Brinker International, Inc.	250,000		12,413
Jack in the Box, Inc.	296,014		17,089
Melco Crown Entertainment Ltd. sponsored ADR	177,000		6,101
Penn National Gaming, Inc. (a)	936,394		10,918
Wyndham Worldwide Corp.	362,000		26,763
			96,938
Household Durables - 1.7%
Jarden Corp. (a)	268,516		15,193
Tupperware Brands Corp.	227,900		19,080
			34,273
Internet & Catalog Retail - 1.5%
HomeAway, Inc. (a)	45,000		1,386
Liberty Interactive Corp. Series A (a)	535,000		15,585
TripAdvisor, Inc. (a)	137,000		13,312
			30,283
Media - 2.3%
DIRECTV (a)	191,900		15,820
Omnicom Group, Inc.	315,500		22,448
Time Warner Cable, Inc.	60,800		8,583
			46,851
Multiline Retail - 0.9%
Dollar Tree, Inc. (a)	350,000		18,561
Specialty Retail - 3.1%
Bed Bath & Beyond, Inc. (a)	291,800		17,756
O'Reilly Automotive, Inc. (a)	205,000		30,330
Ross Stores, Inc.	225,300		15,422
			63,508
Textiles, Apparel & Luxury Goods - 3.3%
Hanesbrands, Inc.	267,600		22,701
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
PVH Corp.	122,000		$ 16,059
VF Corp.	447,700		28,214
			66,974
TOTAL CONSUMER DISCRETIONARY			447,874
CONSUMER STAPLES - 7.9%
Beverages - 0.8%
Brown-Forman Corp. Class B (non-vtg.)	60,808		5,635
Monster Beverage Corp. (a)	168,924		11,720
			17,355
Food & Staples Retailing - 2.5%
Kroger Co.	930,000		44,398
Whole Foods Market, Inc.	157,100		6,008
			50,406
Food Products - 2.3%
Mead Johnson Nutrition Co. Class A	397,400		35,555
The Hershey Co.	104,400		10,162
			45,717
Personal Products - 0.5%
Herbalife Ltd.	169,000		10,956
Tobacco - 1.8%
Lorillard, Inc.	579,000		35,996
TOTAL CONSUMER STAPLES			160,430
ENERGY - 4.7%
Energy Equipment & Services - 3.0%
Cameron International Corp. (a)	264,300		16,902
Dril-Quip, Inc. (a)	135,000		13,800
Oceaneering International, Inc.	229,900		16,564
Oil States International, Inc. (a)	121,700		13,092
			60,358
Oil, Gas & Consumable Fuels - 1.7%
Cabot Oil & Gas Corp.	752,000		27,252
World Fuel Services Corp.	146,753		6,803
			34,055
TOTAL ENERGY			94,413
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 9.6%
Capital Markets - 3.4%
Affiliated Managers Group, Inc. (a)	151,800		$ 28,629
Ameriprise Financial, Inc.	127,600		14,369
FXCM, Inc. Class A (d)	966,869		12,937
Invesco Ltd.	334,640		12,281
			68,216
Consumer Finance - 0.6%
Springleaf Holdings, Inc.	469,100		11,010
Diversified Financial Services - 3.7%
IntercontinentalExchange Group, Inc.	182,400		35,823
McGraw Hill Financial, Inc.	472,040		38,599
			74,422
Insurance - 0.4%
Axis Capital Holdings Ltd.	193,100		8,881
Real Estate Investment Trusts - 0.1%
Gaming & Leisure Properties	69,273		2,325
Real Estate Management & Development - 1.4%
Altisource Portfolio Solutions SA (a)	103,800		11,440
CBRE Group, Inc. (a)	586,000		17,486
			28,926
TOTAL FINANCIALS			193,780
HEALTH CARE - 15.8%
Biotechnology - 0.9%
United Therapeutics Corp. (a)	189,000		18,095
Health Care Equipment & Supplies - 1.4%
Covidien PLC	123,500		9,029
The Cooper Companies, Inc.	156,815		20,232
			29,261
Health Care Providers & Services - 4.9%
AmerisourceBergen Corp.	334,000		24,442
Cardinal Health, Inc.	193,907		13,696
Cigna Corp.	44,000		3,950
DaVita HealthCare Partners, Inc. (a)	173,004		12,212
HCA Holdings, Inc. (a)	175,000		9,273
Henry Schein, Inc. (a)	103,400		12,372
MEDNAX, Inc. (a)	166,400		9,590
Universal Health Services, Inc. Class B	147,000		13,167
			98,702
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 2.5%
Agilent Technologies, Inc.	568,600		$ 32,376
Illumina, Inc. (a)	49,800		7,881
Mettler-Toledo International, Inc. (a)	38,600		9,458
			49,715
Pharmaceuticals - 6.1%
Actavis PLC (a)	253,000		53,521
Endo International PLC (a)	130,000		9,177
Jazz Pharmaceuticals PLC (a)	167,200		23,719
Mylan, Inc. (a)	338,500		16,871
Salix Pharmaceuticals Ltd. (a)	186,000		21,219
			124,507
TOTAL HEALTH CARE			320,280
INDUSTRIALS - 16.0%
Aerospace & Defense - 3.1%
BE Aerospace, Inc. (a)	153,100		14,812
Meggitt PLC	2,533,687		20,577
TransDigm Group, Inc.	142,000		26,797
			62,186
Airlines - 3.1%
American Airlines Group, Inc.	356,300		14,309
Delta Air Lines, Inc.	790,000		31,529
United Continental Holdings, Inc. (a)	392,000		17,393
			63,231
Commercial Services & Supplies - 1.2%
KAR Auction Services, Inc.	431,400		13,175
Stericycle, Inc. (a)	97,300		11,128
			24,303
Electrical Equipment - 2.9%
AMETEK, Inc.	489,000		25,956
Hubbell, Inc. Class B	110,900		12,975
Rockwell Automation, Inc.	174,481		21,126
			60,057
Industrial Conglomerates - 1.4%
Roper Industries, Inc.	196,000		27,769
Machinery - 2.4%
IDEX Corp.	170,187		13,050
Ingersoll-Rand PLC	166,400		9,954
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Pentair Ltd.	129,300		$ 9,651
Wabtec Corp.	199,900		15,740
			48,395
Professional Services - 0.3%
Dun & Bradstreet Corp.	69,000		7,124
Trading Companies & Distributors - 1.6%
W.W. Grainger, Inc.	123,983		32,033
TOTAL INDUSTRIALS			325,098
INFORMATION TECHNOLOGY - 16.5%
Electronic Equipment & Components - 1.2%
Amphenol Corp. Class A	216,400		20,731
Ingram Micro, Inc. Class A (a)	132,700		3,685
			24,416
Internet Software & Services - 1.4%
Akamai Technologies, Inc. (a)	164,000		8,912
VeriSign, Inc. (a)	366,906		18,375
			27,287
IT Services - 5.8%
Alliance Data Systems Corp. (a)	75,400		19,306
Amdocs Ltd.	385,580		18,554
Fidelity National Information Services, Inc.	258,300		13,987
Fiserv, Inc. (a)	347,000		20,858
FleetCor Technologies, Inc. (a)	130,400		16,484
Genpact Ltd. (a)	675,100		11,375
Total System Services, Inc.	553,200		16,740
			117,304
Semiconductors & Semiconductor Equipment - 3.1%
Avago Technologies Ltd.	392,400		27,731
Cree, Inc. (a)	232,800		11,202
NXP Semiconductors NV (a)	108,600		6,744
Xilinx, Inc.	343,000		16,107
			61,784
Software - 3.9%
Adobe Systems, Inc. (a)	188,000		12,134
Check Point Software Technologies Ltd. (a)	187,000		12,058
Concur Technologies, Inc. (a)	69,616		5,943
Intuit, Inc.	322,000		25,531
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
salesforce.com, Inc. (a)	1,400		$ 74
Solera Holdings, Inc.	114,000		7,439
SS&C Technologies Holdings, Inc. (a)	73,000		3,113
Symantec Corp.	457,320		10,056
Workday, Inc. Class A (a)	41,100		3,221
			79,569
Technology Hardware, Storage & Peripherals - 1.1%
SanDisk Corp.	237,000		22,901
TOTAL INFORMATION TECHNOLOGY			333,261
MATERIALS - 6.1%
Chemicals - 4.1%
Airgas, Inc.	49,900		5,305
Celanese Corp. Class A	327,000		20,503
Eastman Chemical Co.	275,900		24,351
FMC Corp.	260,000		19,906
W.R. Grace & Co. (a)	144,800		13,333
			83,398
Containers & Packaging - 1.8%
Ball Corp.	140,000		8,450
Packaging Corp. of America	216,000		14,939
Rock-Tenn Co. Class A	128,900		13,023
			36,412
Metals & Mining - 0.2%
SunCoke Energy, Inc. (a)	163,800		3,289
TOTAL MATERIALS			123,099
TOTAL COMMON STOCKS (Cost $1,582,292)		1,998,235
Money Market Funds - 1.3%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.10% (b)	18,805,472		$ 18,805
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	7,683,500		7,684
TOTAL MONEY MARKET FUNDS (Cost $26,489)		26,489
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $1,608,781)			2,024,724
NET OTHER ASSETS (LIABILITIES) - 0.0%			519
NET ASSETS - 100%		$ 2,025,243

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 7
Fidelity Securities Lending Cash Central Fund	10
Total	$ 17

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	86.3%
Ireland	5.2%
Bailiwick of Jersey	1.7%
Bermuda	1.6%
Singapore	1.4%
United Kingdom	1.0%
Others (Individually Less Than 1%)	2.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $7,477) - See accompanying schedule: Unaffiliated issuers (cost $1,582,292)	$ 1,998,235
Fidelity Central Funds (cost $26,489)	26,489
Total Investments (cost $1,608,781)		$ 2,024,724
Receivable for investments sold		11,005
Receivable for fund shares sold		818
Dividends receivable		1,846
Distributions receivable from Fidelity Central Funds		2
Prepaid expenses		1
Other receivables		312
Total assets		2,038,708

Liabilities
Payable for investments purchased	$ 2,118
Payable for fund shares redeemed	2,430
Accrued management fee	714
Other affiliated payables	398
Other payables and accrued expenses	121
Collateral on securities loaned, at value	7,684
Total liabilities		13,465

Net Assets		$ 2,025,243
Net Assets consist of:
Paid in capital		$ 2,409,451
Undistributed net investment income		2,882
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(803,033)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		415,943
Net Assets		$ 2,025,243

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Growth Strategies: Net Asset Value, offering price and redemption price per share ($1,661,924 ÷ 56,525 shares)		$ 29.40

Class K: Net Asset Value, offering price and redemption price per share ($363,319 ÷ 12,271 shares)		$ 29.61

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended May 31, 2014 (Unaudited)

Investment Income
Dividends		$ 11,136
Income from Fidelity Central Funds		17
Total income		11,153

Expenses
Management fee Basic fee	$ 6,000
Performance adjustment	(1,823)
Transfer agent fees	2,086
Accounting and security lending fees	305
Custodian fees and expenses	28
Independent trustees' compensation	4
Registration fees	35
Audit	30
Legal	8
Miscellaneous	7
Total expenses before reductions	6,680
Expense reductions	(14)	6,666
Net investment income (loss)		4,487
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	86,008
Foreign currency transactions	5
Total net realized gain (loss)		86,013
Change in net unrealized appreciation (depreciation) on: Investment securities		35,785
Net gain (loss)		121,798
Net increase (decrease) in net assets resulting from operations		$ 126,285

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,487	$ 7,760
Net realized gain (loss)	86,013	261,746
Change in net unrealized appreciation (depreciation)	35,785	271,312
Net increase (decrease) in net assets resulting from operations	126,285	540,818
Distributions to shareholders from net investment income	(4,343)	(6,434)
Distributions to shareholders from net realized gain	-	(1,640)
Total distributions	(4,343)	(8,074)
Share transactions - net increase (decrease)	(78,805)	(210,205)
Redemption fees	56	100
Total increase (decrease) in net assets	43,193	322,639

Net Assets
Beginning of period	1,982,050	1,659,411
End of period (including undistributed net investment income of $2,882 and undistributed net investment income of $2,738, respectively)	$ 2,025,243	$ 1,982,050

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

Semiannual Report

Financial Highlights - Growth Strategies

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 27.66	$ 20.56	$ 19.05	$ 18.99	$ 15.28	$ 11.28
Income from Investment Operations
Net investment income (loss) ^D	.06	.09	.02 ^G	(.04)	(.04)	(.02) ^H
Net realized and unrealized gain (loss)	1.73	7.10	1.49	.10	3.75	4.05
Total from investment operations	1.79	7.19	1.51	.06	3.71	4.03
Distributions from net investment income	(.05)	(.07) ^I	-	-	-	(.03)
Distributions from net realized gain	-	(.02) ^I	-	-	-	-
Total distributions	(.05)	(.09)	-	-	-	(.03)
Redemption fees added to paid in capital ^{D, K}	-	-	-	-	-	-
Net asset value, end of period	$ 29.40	$ 27.66	$ 20.56	$ 19.05	$ 18.99	$ 15.28
Total Return^{B, C}	6.49%	35.13%	7.93%	.32%	24.28%	35.79%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	.70% ^A	.71%	.73%	.79%	.78%	.88%
Expenses net of fee waivers, if any	.70% ^A	.71%	.73%	.79%	.78%	.87%
Expenses net of all reductions	.70% ^A	.69%	.72%	.77%	.77%	.85%
Net investment income (loss)	.41% ^A	.39%	.09% ^G	(.21)%	(.26)%	(.15)% ^H
Supplemental Data
Net assets, end of period (in millions)	$ 1,662	$ 1,640	$ 1,385	$ 1,597	$ 1,925	$ 1,808
Portfolio turnover rate^F	47% ^A	87%	165%	165%	116%	285%

^A Annualized

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

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

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

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

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

^K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 27.88	$ 20.74	$ 19.17	$ 19.06	$ 15.29	$ 11.29
Income from Investment Operations
Net investment income (loss) ^D	.09	.15	.07 ^H	.01	- ^L	.02 ^I
Net realized and unrealized gain (loss)	1.75	7.14	1.50	.10	3.77	4.04
Total from investment operations	1.84	7.29	1.57	.11	3.77	4.06
Distributions from net investment income	(.11)	(.13) ^J	-	-	-	(.06)
Distributions from net realized gain	-	(.02) ^J	-	-	-	-
Total distributions	(.11)	(.15)	-	-	-	(.06)
Redemption fees added to paid in capital ^{D, L}	-	-	-	-	-	-
Net asset value, end of period	$ 29.61	$ 27.88	$ 20.74	$ 19.17	$ 19.06	$ 15.29
Total Return^{B, C}	6.62%	35.42%	8.19%	.58%	24.66%	36.14%
Ratios to Average Net Assets^{E, K}
Expenses before reductions	.51% ^A	.48%	.48%	.54%	.52%	.60%
Expenses net of fee waivers, if any	.50% ^A	.48%	.48%	.54%	.52%	.60%
Expenses net of all reductions	.50% ^A	.46%	.47%	.53%	.51%	.58%
Net investment income (loss)	.61% ^A	.62%	.34% ^H	.03%	-% ^G	.12% ^I
Supplemental Data
Net assets, end of period (in millions)	$ 363	$ 342	$ 274	$ 220	$ 179	$ 120
Portfolio turnover rate ^F	47% ^A	87%	165%	165%	116%	285%

^A Annualized

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

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

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

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

^G Amount represents less than .01%.

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

^L Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 444,149
Gross unrealized depreciation	(28,629)
Net unrealized appreciation (depreciation) on securities and other investments	$ 415,520

Tax cost	$ 1,609,204

Fiscal year of expiration
2016	$ (758,882)
2017	(129,992)
Total capital loss carryforward	$ (888,874)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $464,799 and $553,179, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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

	Amount	% of Average Net Assets*
Growth Strategies	$ 2,006	.24
Class K	80	.05
	$ 2,086

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

7. Security Lending.

Semiannual Report

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $7.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2014	Year ended November 30, 2013
From net investment income
Growth Strategies	$ 3,012	$ 4,707
Class K	1,331	1,727
Total	$ 4,343	$ 6,434
From net realized gain
Growth Strategies	$ -	$ 1,370
Class K	-	270
Total	$ -	$ 1,640

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2014	Year ended November 30, 2013	Six months ended May 31, 2014	Year ended November 30, 2013
Growth Strategies
Shares sold	1,567	3,564	$ 44,409	$ 86,096
Reinvestment of distributions	108	291	2,940	5,939
Shares redeemed	(4,435)	(11,957)	(125,926)	(280,489)
Net increase (decrease)	(2,760)	(8,102)	$ (78,577)	$ (188,454)
Class K
Shares sold	1,427	1,869	$ 40,957	$ 44,660
Reinvestment of distributions	48	97	1,330	1,997
Shares redeemed	(1,481)	(2,902)	(42,515)	(68,408)
Net increase (decrease)	(6)	(936)	$ (228)	$ (21,751)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois

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

FEG-K-USAN-0714
1.863030.105

Fidelity®

New Millennium Fund®

Semiannual Report

May 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2013 to May 31, 2014).

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. 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 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. 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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value December 1, 2013	Ending Account Value May 31, 2014	Expenses Paid During Period* December 1, 2013 to May 31, 2014
Actual	.87%	$ 1,000.00	$ 1,075.00	$ 4.50
Hypothetical^A		$ 1,000.00	$ 1,020.59	$ 4.38

^A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	2.8	2.6
IBM Corp.	2.3	1.5
Wells Fargo & Co.	2.1	2.4
Schlumberger Ltd.	1.9	1.6
Verizon Communications, Inc.	1.9	0.9
JPMorgan Chase & Co.	1.9	2.1
American International Group, Inc.	1.8	2.2
Comcast Corp. Class A	1.5	1.3
Bank of America Corp.	1.5	1.8
Yum! Brands, Inc.	1.3	1.3
	19.0
Top Five Market Sectors as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	18.0	21.3
Financials	17.5	20.0
Consumer Discretionary	13.0	12.5
Health Care	12.1	13.6
Industrials	11.3	13.0

Asset Allocation (% of fund's net assets)
As of May 31, 2014*			As of November 30, 2013**
	Stocks 88.5%			Stocks 94.8%
	Bonds 0.0%^†			Bonds 0.0%^†
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other 0.3%			Other 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 11.1%			Short-Term Investments and Net Other Assets (Liabilities) 4.8%
* Foreign investments		12.8%	** Foreign investments		14.2%

ang11558

^† Amount represents less than 0.1%

Semiannual Report

Investments May 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.0%
Auto Components - 0.6%
Johnson Controls, Inc.	251,000		$ 12,138
Tenneco, Inc. (a)	150,000		9,563
			21,701
Automobiles - 0.7%
Tesla Motors, Inc. (a)(d)	129,900		26,989
Distributors - 0.3%
Pool Corp.	172,300		9,947
Diversified Consumer Services - 0.3%
H&R Block, Inc.	325,000		9,679
Hotels, Restaurants & Leisure - 2.7%
ARAMARK Holdings Corp.	336,700		8,882
Domino's Pizza, Inc.	169,700		12,295
Jubilant Foodworks Ltd. (a)	390,127		7,643
Starbucks Corp.	223,700		16,384
Yum! Brands, Inc.	636,400		49,200
Zoe's Kitchen, Inc.	188,100		5,511
			99,915
Household Durables - 0.7%
D.R. Horton, Inc.	423,800		10,036
Toll Brothers, Inc. (a)	304,413		11,026
Wayfair LLC Series B (f)(g)	202,148		5,302
			26,364
Internet & Catalog Retail - 0.6%
Liberty Interactive Corp. Series A (a)	250,000		7,283
Rakuten, Inc.	639,000		8,324
zulily, Inc. (d)	168,100		5,838
			21,445
Leisure Products - 0.2%
New Academy Holding Co. LLC unit (a)(f)(g)	66,000		9,433
Media - 4.1%
Altice S.A.	44,400		3,226
Comcast Corp. Class A	1,063,160		55,497
DIRECTV (a)	301,500		24,856
Legend Pictures LLC (a)(f)(g)	1,010		1,821
The Walt Disney Co.	546,800		45,937
Viacom, Inc. Class B (non-vtg.)	200,400		17,100
			148,437
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 1.6%
Cabela's, Inc. Class A (a)(d)	254,300		$ 15,571
Citi Trends, Inc. (a)	447,566		9,023
GameStop Corp. Class A	156,597		5,927
PT ACE Hardware Indonesia Tbk	99,865,000		7,698
Sally Beauty Holdings, Inc. (a)	346,400		8,875
Tile Shop Holdings, Inc. (a)(d)	250,000		3,730
World Duty Free SpA (a)	454,487		6,313
			57,137
Textiles, Apparel & Luxury Goods - 1.2%
Brunello Cucinelli SpA (d)	789,400		20,252
Hanesbrands, Inc.	147,400		12,504
Hermes International SCA	34,995		12,403
			45,159
TOTAL CONSUMER DISCRETIONARY			476,206
CONSUMER STAPLES - 5.0%
Beverages - 0.5%
Constellation Brands, Inc. Class A (sub. vtg.) (a)	213,200		17,937
Food & Staples Retailing - 1.9%
CVS Caremark Corp.	452,600		35,448
Masan Consumer Corp. unit (a)(f)(g)	125,000		11,875
Walgreen Co.	306,000		22,004
			69,327
Food Products - 1.6%
Amira Nature Foods Ltd. (a)(d)	1,353,252		18,946
Associated British Foods PLC	230,300		11,650
Ingredion, Inc.	172,700		13,151
The Hershey Co.	126,731		12,336
			56,083
Tobacco - 1.0%
Japan Tobacco, Inc.	419,200		14,240
Lorillard, Inc.	375,000		23,314
			37,554
TOTAL CONSUMER STAPLES			180,901
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 7.4%
Energy Equipment & Services - 3.2%
Helmerich & Payne, Inc.	158,300		$ 17,405
McDermott International, Inc. (a)(d)	1,109,300		8,054
Oceaneering International, Inc.	197,937		14,261
Odfjell Drilling A/S	1,415,600		8,051
Schlumberger Ltd.	681,300		70,882
			118,653
Oil, Gas & Consumable Fuels - 4.2%
Anadarko Petroleum Corp.	281,200		28,924
Antero Resources Corp.	287,200		17,663
Cabot Oil & Gas Corp.	546,000		19,787
Cimarex Energy Co.	135,400		17,484
EOG Resources, Inc.	350,600		37,093
EQT Corp.	131,600		14,065
Noble Energy, Inc.	117,100		8,439
PrairieSky Royalty Ltd.	14,500		485
Southwestern Energy Co. (a)	212,800		9,676
			153,616
TOTAL ENERGY			272,269
FINANCIALS - 17.5%
Banks - 7.8%
Bank of America Corp.	3,538,400		53,571
Citigroup, Inc.	809,500		38,508
First Republic Bank	479,000		24,362
FirstMerit Corp.	349,400		6,523
JPMorgan Chase & Co.	1,249,500		69,435
Standard Chartered PLC (United Kingdom)	631,566		14,212
Wells Fargo & Co.	1,537,300		78,064
			284,675
Capital Markets - 2.4%
Apollo Investment Corp.	1,113,299		9,329
Artisan Partners Asset Management, Inc.	173,980		10,007
Charles Schwab Corp.	555,300		13,999
KKR & Co. LP	1,192,104		27,097
Morgan Stanley	761,500		23,500
WisdomTree Investments, Inc. (a)(d)	425,094		4,417
			88,349
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - 0.8%
American Express Co.	328,800		$ 30,085
Insurance - 4.7%
AIA Group Ltd.	4,396,000		22,028
American International Group, Inc.	1,242,800		67,198
Arch Capital Group Ltd. (a)	248,700		14,158
Fairfax Financial Holdings Ltd. (sub. vtg.)	29,200		13,150
Fidelity National Financial, Inc. Class A	315,000		10,502
MetLife, Inc.	575,400		29,305
The Chubb Corp.	167,400		15,511
			171,852
Real Estate Investment Trusts - 0.1%
Aviv REIT, Inc.	200,000		5,550
Real Estate Management & Development - 0.4%
Realogy Holdings Corp. (a)	354,300		13,173
Thrifts & Mortgage Finance - 1.3%
MGIC Investment Corp. (a)	1,967,300		16,683
Radian Group, Inc. (d)	2,028,423		29,250
			45,933
TOTAL FINANCIALS			639,617
HEALTH CARE - 12.1%
Biotechnology - 1.3%
Amgen, Inc.	254,380		29,506
BioMarin Pharmaceutical, Inc. (a)	84,500		4,898
Cubist Pharmaceuticals, Inc. rights (a)	437,900		72
Neurocrine Biosciences, Inc. (a)	462,870		6,429
Theravance, Inc. (a)(d)	176,800		5,065
			45,970
Health Care Equipment & Supplies - 3.0%
Align Technology, Inc. (a)	271,683		14,837
Boston Scientific Corp. (a)	684,400		8,781
Covidien PLC	173,400		12,677
Edwards Lifesciences Corp. (a)	423,078		34,354
HeartWare International, Inc. (a)	270,050		24,350
The Cooper Companies, Inc.	118,841		15,333
			110,332
Health Care Providers & Services - 3.5%
Amplifon SpA	1,094,650		6,774
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Capital Senior Living Corp. (a)	583,800		$ 13,859
Community Health Systems, Inc. (a)	277,500		11,591
Corvel Corp. (a)	200,000		9,444
Henry Schein, Inc. (a)	109,500		13,102
Humana, Inc.	97,700		12,160
Qualicorp SA (a)	511,000		5,383
UnitedHealth Group, Inc.	547,700		43,613
Universal Health Services, Inc. Class B	128,900		11,546
			127,472
Health Care Technology - 0.1%
Castlight Health, Inc. Class B (a)	24,300		369
HealthStream, Inc. (a)	200,000		5,146
			5,515
Life Sciences Tools & Services - 2.4%
Agilent Technologies, Inc.	307,100		17,486
Eurofins Scientific SA	122,208		37,482
Illumina, Inc. (a)(d)	212,300		33,596
			88,564
Pharmaceuticals - 1.8%
Astellas Pharma, Inc.	851,800		10,958
Impax Laboratories, Inc. (a)	237,800		6,601
Merck & Co., Inc.	654,200		37,852
Prestige Brands Holdings, Inc. (a)	300,000		10,260
			65,671
TOTAL HEALTH CARE			443,524
INDUSTRIALS - 11.3%
Aerospace & Defense - 3.5%
Esterline Technologies Corp. (a)	100,000		11,145
KEYW Holding Corp. (a)(d)	1,477,438		15,661
Precision Castparts Corp.	82,400		20,846
Teledyne Technologies, Inc. (a)	77,700		7,364
Textron, Inc.	426,800		16,739
TransDigm Group, Inc.	125,900		23,759
United Technologies Corp.	288,119		33,485
			128,999
Air Freight & Logistics - 1.3%
C.H. Robinson Worldwide, Inc.	153,500		9,189
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - continued
Hub Group, Inc. Class A (a)	221,816		$ 10,432
United Parcel Service, Inc. Class B	270,445		28,094
			47,715
Airlines - 0.2%
Copa Holdings SA Class A	55,600		7,947
Building Products - 0.5%
Tarkett SA	250,283		10,464
Universal Forest Products, Inc.	133,500		6,481
			16,945
Commercial Services & Supplies - 1.1%
Clean Harbors, Inc. (a)	165,000		10,083
Interface, Inc.	874,900		15,958
KAR Auction Services, Inc.	275,000		8,399
U.S. Ecology, Inc.	132,756		6,558
			40,998
Construction & Engineering - 0.4%
Jacobs Engineering Group, Inc. (a)	281,044		15,477
Electrical Equipment - 1.2%
Eaton Corp. PLC	172,151		12,686
OSRAM Licht AG (a)	244,773		12,421
Rockwell Automation, Inc.	155,658		18,847
			43,954
Machinery - 0.7%
Fanuc Corp.	33,700		5,760
GEA Group AG	187,744		8,076
Harmonic Drive Systems, Inc.	385,600		12,537
			26,373
Professional Services - 0.7%
Acacia Research Corp. (d)	507,108		8,185
Bureau Veritas SA	240,000		7,237
Michael Page International PLC	1,145,211		8,805
			24,227
Road & Rail - 0.6%
Kansas City Southern	209,700		22,547
Trading Companies & Distributors - 1.1%
Beacon Roofing Supply, Inc. (a)	187,100		6,455
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Rush Enterprises, Inc. Class A (a)	307,600		$ 10,206
United Rentals, Inc. (a)	219,400		22,170
			38,831
TOTAL INDUSTRIALS			414,013
INFORMATION TECHNOLOGY - 17.9%
Communications Equipment - 0.5%
Brocade Communications Systems, Inc.	1,123,000		10,242
Juniper Networks, Inc. (a)	297,200		7,270
			17,512
Electronic Equipment & Components - 1.0%
Amphenol Corp. Class A	139,841		13,397
Measurement Specialties, Inc. (a)	259,400		16,480
Trimble Navigation Ltd. (a)	187,463		6,762
			36,639
Internet Software & Services - 3.5%
Akamai Technologies, Inc. (a)	260,400		14,150
Cornerstone OnDemand, Inc. (a)	242,340		9,740
Demandware, Inc. (a)	108,800		6,625
Google, Inc.:
Class A (a)	62,800		35,900
Class C (a)	62,800		35,230
Shutterstock, Inc. (a)(d)	112,240		7,300
Yahoo!, Inc. (a)	575,300		19,934
			128,879
IT Services - 6.5%
Alliance Data Systems Corp. (a)	32,700		8,373
Cognizant Technology Solutions Corp. Class A (a)	345,200		16,780
Fidelity National Information Services, Inc.	397,900		21,546
Fiserv, Inc. (a)	200,700		12,064
IBM Corp.	448,600		82,704
Paychex, Inc.	408,800		16,806
Quindell PLC (d)	34,806,331		12,106
Total System Services, Inc.	568,500		17,203
Visa, Inc. Class A	225,000		48,337
			235,919
Semiconductors & Semiconductor Equipment - 1.3%
Applied Materials, Inc.	1,091,800		22,043
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Broadcom Corp. Class A	250,000		$ 7,968
GT Advanced Technologies, Inc. (a)(d)	632,810		10,669
SunEdison, Inc. (a)	424,484		8,358
			49,038
Software - 5.1%
Aspen Technology, Inc. (a)	288,900		12,420
Callidus Software, Inc. (a)	701,300		7,371
Citrix Systems, Inc. (a)	119,400		7,399
Concur Technologies, Inc. (a)(d)	125,767		10,737
MICROS Systems, Inc. (a)	112,800		6,026
Microsoft Corp.	2,531,500		103,635
NetSuite, Inc. (a)	137,200		11,043
Nuance Communications, Inc. (a)(d)	688,600		11,145
Red Hat, Inc. (a)	141,000		7,067
ServiceNow, Inc. (a)	164,100		8,584
Trion World Network, Inc.:
warrants 8/10/17 (a)(g)	28,652		0
warrants 10/3/18 (a)(g)	41,940		0
			185,427
TOTAL INFORMATION TECHNOLOGY			653,414
MATERIALS - 1.5%
Chemicals - 1.3%
Eastman Chemical Co.	134,400		11,862
Monsanto Co.	152,200		18,546
Praxair, Inc.	114,600		15,155
			45,563
Metals & Mining - 0.2%
Constellium NV (a)	294,600		8,585
TOTAL MATERIALS			54,148
TELECOMMUNICATION SERVICES - 2.7%
Diversified Telecommunication Services - 2.2%
TW Telecom, Inc. (a)	327,200		10,729
Verizon Communications, Inc.	1,391,385		69,514
			80,243
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.5%
RingCentral, Inc. (d)	300,000		$ 3,651
Vodafone Group PLC sponsored ADR	385,036		13,480
			17,131
TOTAL TELECOMMUNICATION SERVICES			97,374
UTILITIES - 0.1%
Multi-Utilities - 0.1%
YTL Corp. Bhd	7,943,316		4,026
TOTAL COMMON STOCKS (Cost $2,414,704)		3,235,492
Convertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Glam Media, Inc. Series M-1, 8.00% (a)(g)	128,191		665
INFORMATION TECHNOLOGY - 0.1%
Software - 0.1%
Trion World Network, Inc.:
8.00% (a)(g)	76,875		139
Series C, 8.00% (a)(g)	910,747		1,648
Series C-1, 8.00% (a)(g)	71,630		130
			1,917
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $8,517)		2,582

Convertible Bonds - 0.0%
	Principal Amount (000s)
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Trion World Network, Inc. 15% 10/10/15 pay-in-kind (g) (Cost $260)	$ 260	260

Other - 0.3%
	Principal Amount (000s)		Value (000s)
ENERGY - 0.3%
Oil, Gas & Consumable Fuels - 0.3%
EQTY ER Holdings, LLC 12% 1/28/18 (e)(g)(h)	$ 4,520		$ 4,520
	Shares
EQTY ER Holdings, LLC (e)(g)(h)	2,260,000		5,060
TOTAL OTHER (Cost $6,783)		9,580
Money Market Funds - 14.2%

Fidelity Cash Central Fund, 0.10% (b)	413,678,734		413,679
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	106,792,078		106,792
TOTAL MONEY MARKET FUNDS (Cost $520,471)		520,471
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $2,950,735)			3,768,385
NET OTHER ASSETS (LIABILITIES) - (3.1)%			(113,852)
NET ASSETS - 100%		$ 3,654,533

Legend

(a) Non-income producing

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

(e) Affiliated company

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

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $40,853,000 or 1.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 4,520
EQTY ER Holdings, LLC	1/29/13	$ 2,260
Glam Media, Inc. Series M-1, 8.00%	3/19/08	$ 2,344
Legend Pictures LLC	9/23/10 - 12/18/12	$ 1,103
Masan Consumer Corp. unit	4/3/13	$ 12,620
New Academy Holding Co. LLC unit	8/1/11	$ 6,956
Security	Acquisition Date	Acquisition Cost (000s)
Trion World Network, Inc. warrants 8/10/17	8/10/10	$ 0
Trion World Network, Inc. warrants 10/3/18	10/10/13	$ 0
Trion World Network, Inc. 8.00%	3/20/13	$ 404
Trion World Network, Inc. Series C, 8.00%	8/22/08	$ 5,001
Trion World Network, Inc. Series C-1, 8.00%	8/10/10	$ 393
Trion World Network, Inc. 15% 10/10/15 pay-in-kind	10/10/13	$ 260
Wayfair LLC Series B	3/5/14	$ 5,302

(h) Investments represent a non-operating interest in oil and gas wells through an entity owned by the fund that is treated as a corporation for U.S. tax purposes.

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	$ 88
Fidelity Securities Lending Cash Central Fund	616
Total	$ 704

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	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 4,520	$ -	$ -	$ 542	$ 4,520
EQTY ER Holdings, LLC	2,260	-	-	-	5,060
Total	$ 6,780	$ -	$ -	$ 542	$ 9,580

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 476,871	$ 451,326	$ 8,324	$ 17,221
Consumer Staples	180,901	154,786	14,240	11,875
Energy	272,269	272,269	-	-
Financials	639,617	639,617	-	-
Health Care	443,524	432,566	10,958	-
Industrials	414,013	395,716	18,297	-
Information Technology	655,331	653,414	-	1,917
Materials	54,148	54,148	-	-
Telecommunication Services	97,374	97,374	-	-
Utilities	4,026	4,026	-	-
Corporate Bonds	260	-	-	260
Other/Energy	9,580	-	9,580	-
Money Market Funds	520,471	520,471	-	-
Total Investments in Securities:	$ 3,768,385	$ 3,675,713	$ 61,399	$ 31,273

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

United States of America	87.2%
Curacao	1.9%
United Kingdom	1.7%
Japan	1.4%
Luxembourg	1.1%
Italy	1.0%
Others (Individually Less Than 1%)	5.7%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	May 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $103,203) - See accompanying schedule: Unaffiliated issuers (cost $2,423,481)	$ 3,238,334
Fidelity Central Funds (cost $520,471)	520,471
Other affiliated issuers (cost $6,783)	9,580
Total Investments (cost $2,950,735)		$ 3,768,385
Receivable for investments sold		593
Receivable for fund shares sold		14,686
Dividends receivable		3,968
Interest receivable		77
Distributions receivable from Fidelity Central Funds		234
Prepaid expenses		1
Receivable from investment adviser for expense reductions		1
Other receivables		14
Total assets		3,787,959

Liabilities
Payable to custodian bank	$ 312
Payable for investments purchased	20,397
Payable for fund shares redeemed	2,550
Accrued management fee	1,827
Other affiliated payables	519
Other payables and accrued expenses	55
Deferred taxes	974
Collateral on securities loaned, at value	106,792
Total liabilities		133,426

Net Assets		$ 3,654,533
Net Assets consist of:
Paid in capital		$ 2,633,833
Undistributed net investment income		14,489
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		189,537
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		816,674
Net Assets, for 89,843 shares outstanding		$ 3,654,533
Net Asset Value, offering price and redemption price per share ($3,654,533 ÷ 89,843 shares)		$ 40.68

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)

Investment Income
Dividends		$ 18,701
Special dividends		12,215
Interest (including $542 earned from other affiliated issuers)		554
Income from Fidelity Central Funds		704
Total income		32,174

Expenses
Management fee Basic fee	$ 9,525
Performance adjustment	1,311
Transfer agent fees	2,380
Accounting and security lending fees	479
Custodian fees and expenses	42
Independent trustees' compensation	6
Registration fees	83
Audit	50
Legal	5
Miscellaneous	10
Total expenses before reductions	13,891
Expense reductions	(90)	13,801
Net investment income (loss)		18,373
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	207,229
Foreign currency transactions	(96)
Total net realized gain (loss)		207,133
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $53)	(3,646)
Assets and liabilities in foreign currencies	10
Total change in net unrealized appreciation (depreciation)		(3,636)
Net gain (loss)		203,497
Net increase (decrease) in net assets resulting from operations		$ 221,870

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 18,373	$ 15,181
Net realized gain (loss)	207,133	171,378
Change in net unrealized appreciation (depreciation)	(3,636)	503,359
Net increase (decrease) in net assets resulting from operations	221,870	689,918
Distributions to shareholders from net investment income	(13,585)	(22,494)
Distributions to shareholders from net realized gain	(150,616)	(162,179)
Total distributions	(164,201)	(184,673)
Share transactions Proceeds from sales of shares	888,492	651,639
Reinvestment of distributions	157,471	177,260
Cost of shares redeemed	(275,593)	(508,175)
Net increase (decrease) in net assets resulting from share transactions	770,370	320,724
Total increase (decrease) in net assets	828,039	825,969

Net Assets
Beginning of period	2,826,494	2,000,525
End of period (including undistributed net investment income of $14,490 and undistributed net investment income of $9,701, respectively)	$ 3,654,533	$ 2,826,494
Other Information Shares
Sold	22,218	18,244
Issued in reinvestment of distributions	4,160	5,939
Redeemed	(6,922)	(14,728)
Net increase (decrease)	19,456	9,455

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

Semiannual Report

Financial Highlights

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 40.16	$ 32.83	$ 29.63	$ 27.36	$ 23.58	$ 17.09
Income from Investment Operations
Net investment income (loss) ^D	.23^G	.23	.32	.12	.04	.09
Net realized and unrealized gain (loss)	2.59	10.14	3.85	2.30	3.86	6.51
Total from investment operations	2.82	10.37	4.17	2.42	3.90	6.60
Distributions from net investment income	(.19)	(.37)	(.13)	(.03)	(.09)	(.09)
Distributions from net realized gain	(2.11)	(2.67)	(.84)	(.12)	(.03)	(.02)
Total distributions	(2.30)	(3.04)	(.97)	(.15)	(.12)	(.11)
Net asset value, end of period	$ 40.68	$ 40.16	$ 32.83	$ 29.63	$ 27.36	$ 23.58
Total Return ^{B, C}	7.50%	34.78%	14.63%	8.86%	16.58%	38.86%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.88% ^A	.88%	.96%	1.00%	1.04%	1.05%
Expenses net of fee waivers, if any	.87% ^A	.88%	.96%	1.00%	1.04%	1.05%
Expenses net of all reductions	.87% ^A	.87%	.96%	.99%	1.03%	1.03%
Net investment income (loss)	1.16% ^{A, G}	.65%	1.02%	.41%	.16%	.44%
Supplemental Data
Net assets, end of period (in millions)	$ 3,655	$ 2,826	$ 2,001	$ 1,780	$ 1,782	$ 1,618
Portfolio turnover rate ^F	45% ^A	49%	71%	69%	72%	125%

^A Annualized

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.15 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .39%.

^H 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. 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® New Millennium Fund (the Fund) is a fund of Fidelity Mt. Vernon Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management &

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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. 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. One of the Fund's investments, EQTY ER Holdings, LLC, is owned through an entity that is treated as a corporation for U.S. tax purposes and may be subject to federal and state taxes upon disposition. The tax liability may differ materially depending on conditions when the investment is disposed. At period end, the estimated tax liability for this investment is presented as "Deferred taxes" in the Statement of Assets and Liabilities and included in "Change in net unrealized appreciation (depreciation) on investment securities" in the Statement of Operations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, 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	$ 871,484
Gross unrealized depreciation	(58,502)
Net unrealized appreciation (depreciation) on securities and other investments	$ 812,982

Tax cost	$ 2,955,403

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,034,957 and $680,929, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 S&P® 500 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .68% 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 annualized rate of .15% of average net assets.

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 $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $2,708. 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 $616, including $35 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $47.

9. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ang11526
1-800-544-5555

Automated line for quickest service

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

NMF-USAN-0714
1.786815.111

Fidelity®

Series Growth Company

Fund

Fidelity Series Growth Company
Fund

Class F

Semiannual Report

May 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2013 to May 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value December 1, 2013	Ending Account Value May 31, 2014	Expenses Paid During Period* December 1, 2013 to May 31, 2014
Series Growth Company	.74%
Actual		$ 1,000.00	$ 1,057.10	$ 3.80
Hypothetical^A		$ 1,000.00	$ 1,021.24	$ 3.73
Class F	.57%
Actual		$ 1,000.00	$ 1,058.40	$ 2.93
Hypothetical^A		$ 1,000.00	$ 1,022.09	$ 2.87

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.6	4.4
salesforce.com, Inc.	3.8	4.0
Google, Inc. Class C	2.5	0.0
Google, Inc. Class A	2.5	4.6
Facebook, Inc. Class A	2.2	1.8
Regeneron Pharmaceuticals, Inc.	2.0	2.3
NVIDIA Corp.	2.0	1.6
Gilead Sciences, Inc.	1.7	1.6
Alexion Pharmaceuticals, Inc.	1.5	1.2
Keurig Green Mountain, Inc.	1.4	0.9
	24.2
Top Five Market Sectors as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.3	32.2
Health Care	19.6	19.9
Consumer Discretionary	13.7	16.0
Consumer Staples	11.6	11.3
Industrials	8.6	8.0

Asset Allocation (% of fund's net assets)
As of May 31, 2014*			As of November 30, 2013**
	Stocks 99.1%			Stocks 99.2%
	Convertible Securities 0.2%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		7.6%	** Foreign investments		8.6%

ang11575

Semiannual Report

Investments May 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares		Value
CONSUMER DISCRETIONARY - 13.7%
Auto Components - 0.1%
Johnson Controls, Inc.	137,222		$ 6,636,056
Automobiles - 0.4%
Ford Motor Co.	500,100		8,221,644
Tesla Motors, Inc. (a)	139,000		28,880,030
			37,101,674
Hotels, Restaurants & Leisure - 3.9%
Buffalo Wild Wings, Inc. (a)	288,000		41,618,880
China Lodging Group Ltd. ADR (a)	88,100		2,211,310
Chipotle Mexican Grill, Inc. (a)	75,200		41,141,168
Chuy's Holdings, Inc. (a)	351,400		11,480,238
Domino's Pizza, Inc.	6,600		478,170
Dunkin' Brands Group, Inc.	535,300		23,960,028
Home Inns & Hotels Management, Inc. sponsored ADR (a)	656,678		20,691,924
Hyatt Hotels Corp. Class A (a)	220,100		13,461,316
Las Vegas Sands Corp.	346,700		26,529,484
McDonald's Corp.	513,700		52,104,591
Multimedia Games Holding Co., Inc. (a)	140,472		4,038,570
Panera Bread Co. Class A (a)	40,200		6,175,122
Royal Caribbean Cruises Ltd.	25,700		1,420,953
Starbucks Corp.	955,000		69,944,200
Starwood Hotels & Resorts Worldwide, Inc.	452,200		36,108,170
Yum! Brands, Inc.	359,800		27,816,138
			379,180,262
Household Durables - 0.1%
Lennar Corp. Class A	143,500		5,869,150
Tempur Sealy International, Inc. (a)	108,300		5,952,168
			11,821,318
Internet & Catalog Retail - 2.3%
Amazon.com, Inc. (a)	347,099		108,485,792
Ctrip.com International Ltd. sponsored ADR (a)	144,900		8,030,358
JD.com, Inc. sponsored ADR	70,500		1,762,500
Netflix, Inc. (a)	43,100		18,008,473
priceline.com, Inc. (a)	60,000		76,717,800
TripAdvisor, Inc. (a)	66,700		6,481,239
			219,486,162
Media - 1.2%
AMC Networks, Inc. Class A (a)	15,000		928,200
CBS Corp. Class B	22,600		1,347,186
Comcast Corp. Class A	1,810,500		94,508,100
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Lions Gate Entertainment Corp.	165,000		$ 4,311,450
Twenty-First Century Fox, Inc. Class A	383,200		13,569,112
			114,664,048
Multiline Retail - 0.4%
Dollar General Corp. (a)	79,900		4,297,022
Dollar Tree, Inc. (a)	194,000		10,287,820
Nordstrom, Inc.	138,000		9,392,280
Ryohin Keikaku Co. Ltd.	20,100		2,189,278
Target Corp.	310,500		17,623,980
			43,790,380
Specialty Retail - 2.0%
AutoNation, Inc. (a)	167,700		9,587,409
Bed Bath & Beyond, Inc. (a)	98,500		5,993,725
CarMax, Inc. (a)	508,348		22,524,900
Five Below, Inc. (a)	463,600		16,782,320
Home Depot, Inc.	908,200		72,864,886
L Brands, Inc.	224,000		12,855,360
Lumber Liquidators Holdings, Inc. (a)(d)	458,400		35,608,512
Restoration Hardware Holdings, Inc. (a)	59,400		3,948,912
Tiffany & Co., Inc.	38,800		3,857,108
Urban Outfitters, Inc. (a)	111,100		3,724,072
			187,747,204
Textiles, Apparel & Luxury Goods - 3.3%
Fossil Group, Inc. (a)	87,667		9,183,995
Kate Spade & Co. (a)	1,747,534		63,627,713
lululemon athletica, Inc. (a)(d)	2,161,700		96,476,671
Michael Kors Holdings Ltd. (a)	242,151		22,854,211
Moncler SpA	8,000		145,912
NIKE, Inc. Class B	710,600		54,652,246
Prada SpA	741,300		5,545,683
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	758,700		33,762,150
Under Armour, Inc. Class A (sub. vtg.) (a)	249,000		12,646,710
VF Corp.	220,800		13,914,816
			312,810,107
TOTAL CONSUMER DISCRETIONARY			1,313,237,211
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 11.6%
Beverages - 2.4%
Dr. Pepper Snapple Group, Inc.	109,100		$ 6,295,070
Monster Beverage Corp. (a)	1,002,800		69,574,264
PepsiCo, Inc.	573,200		50,630,756
SABMiller PLC	233,900		12,981,212
The Coca-Cola Co.	2,292,400		93,782,084
			233,263,386
Food & Staples Retailing - 1.8%
Costco Wholesale Corp.	368,900		42,799,778
CVS Caremark Corp.	210,300		16,470,696
Drogasil SA	386,000		3,273,669
Kroger Co.	324,300		15,482,082
Sprouts Farmers Market LLC	282,500		7,655,750
Wal-Mart Stores, Inc.	605,600		46,491,912
Walgreen Co.	344,400		24,765,804
Whole Foods Market, Inc.	312,400		11,946,176
			168,885,867
Food Products - 3.7%
Archer Daniels Midland Co.	915,700		41,151,558
Associated British Foods PLC	312,200		15,793,485
Bunge Ltd.	665,800		51,739,318
Campbell Soup Co. (d)	63,000		2,891,700
General Mills, Inc.	192,400		10,568,532
Kellogg Co.	166,400		11,478,272
Keurig Green Mountain, Inc.	1,146,796		129,335,653
Kraft Foods Group, Inc.	86,900		5,167,074
Mead Johnson Nutrition Co. Class A	522,200		46,721,234
Mondelez International, Inc.	100,900		3,795,858
The Hain Celestial Group, Inc. (a)	23,200		2,104,704
The Hershey Co.	140,600		13,686,004
Tyson Foods, Inc. Class A	360,500		15,306,830
Want Want China Holdings Ltd.	4,830,000		6,740,737
			356,480,959
Household Products - 0.8%
Church & Dwight Co., Inc.	118,200		8,182,986
Colgate-Palmolive Co.	424,300		29,022,120
Kimberly-Clark Corp.	111,000		12,470,850
Procter & Gamble Co.	326,000		26,337,540
			76,013,496
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 1.0%
Herbalife Ltd.	1,334,200		$ 86,496,186
Nu Skin Enterprises, Inc. Class A	91,400		6,748,976
			93,245,162
Tobacco - 1.9%
Altria Group, Inc.	1,059,000		44,012,040
Japan Tobacco, Inc.	157,300		5,343,235
Lorillard, Inc.	637,900		39,658,243
Philip Morris International, Inc.	1,057,200		93,604,488
			182,618,006
TOTAL CONSUMER STAPLES			1,110,506,876
ENERGY - 5.9%
Energy Equipment & Services - 1.3%
Carbo Ceramics, Inc. (d)	24,500		3,370,465
FMC Technologies, Inc. (a)	303,300		17,609,598
Halliburton Co.	572,900		37,032,256
Schlumberger Ltd.	625,079		65,033,219
			123,045,538
Oil, Gas & Consumable Fuels - 4.6%
Anadarko Petroleum Corp.	380,700		39,158,802
Cabot Oil & Gas Corp.	392,400		14,220,576
Chesapeake Energy Corp.	549,894		15,792,956
Concho Resources, Inc. (a)	349,200		46,024,560
Continental Resources, Inc. (a)(d)	495,200		69,506,272
Devon Energy Corp.	151,800		11,218,020
EOG Resources, Inc.	539,400		57,068,520
Hess Corp.	194,200		17,730,460
Kosmos Energy Ltd. (a)	368,000		3,856,640
Noble Energy, Inc.	299,200		21,563,344
Occidental Petroleum Corp.	152,800		15,232,632
PDC Energy, Inc. (a)	270,038		17,333,739
Peabody Energy Corp.	152,700		2,467,632
Pioneer Natural Resources Co.	361,293		75,929,337
Range Resources Corp.	126,200		11,730,290
Southwestern Energy Co. (a)	129,600		5,892,912
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Valero Energy Corp.	308,600		$ 17,297,030
Whiting Petroleum Corp. (a)	49,000		3,520,650
			445,544,372
TOTAL ENERGY			568,589,910
FINANCIALS - 3.4%
Banks - 1.0%
Bank of America Corp.	528,500		8,001,490
Citigroup, Inc.	115,900		5,513,363
HDFC Bank Ltd. sponsored ADR	483,100		21,753,993
JPMorgan Chase & Co.	338,600		18,816,002
PrivateBancorp, Inc.	905,400		24,183,234
Signature Bank (a)	104,700		12,126,354
Wells Fargo & Co.	151,500		7,693,170
			98,087,606
Capital Markets - 1.4%
BlackRock, Inc. Class A	138,000		42,076,200
Charles Schwab Corp.	1,654,600		41,712,466
Evercore Partners, Inc. Class A	118,300		6,511,232
Franklin Resources, Inc.	23,300		1,286,393
ICG Group, Inc. (a)	887,918		17,154,576
Morgan Stanley	550,200		16,979,172
T. Rowe Price Group, Inc.	157,800		12,865,434
			138,585,473
Consumer Finance - 0.7%
American Express Co.	316,100		28,923,150
Discover Financial Services	585,858		34,641,784
			63,564,934
Diversified Financial Services - 0.1%
BM&F BOVESPA SA	2,233,000		10,944,222
Real Estate Investment Trusts - 0.1%
American Tower Corp.	72,500		6,498,175
Real Estate Management & Development - 0.1%
The St. Joe Co. (a)(d)	497,600		11,713,504
TOTAL FINANCIALS			329,393,914
Common Stocks - continued
	Shares		Value
HEALTH CARE - 19.5%
Biotechnology - 13.6%
ACADIA Pharmaceuticals, Inc. (a)	643,650		$ 13,291,373
Aegerion Pharmaceuticals, Inc. (a)	35,500		1,166,175
Agios Pharmaceuticals, Inc. (d)	166,938		5,869,540
Alexion Pharmaceuticals, Inc. (a)	840,700		139,825,224
Alkermes PLC (a)	2,404,900		110,168,469
Alnylam Pharmaceuticals, Inc. (a)	1,211,536		71,831,969
Amgen, Inc.	631,600		73,259,284
Array BioPharma, Inc. (a)	629,400		2,643,480
Biogen Idec, Inc. (a)	271,900		86,836,703
Bluebird Bio, Inc. (d)	460,300		10,642,136
Celgene Corp. (a)	234,700		35,916,141
Celldex Therapeutics, Inc. (a)	499,800		7,302,078
Cepheid, Inc. (a)	517,200		23,299,860
Chimerix, Inc. (a)	536,500		9,898,425
Clovis Oncology, Inc. (a)	446,100		22,844,781
Dicerna Pharmaceuticals, Inc.	197,728		3,195,284
Eleven Biotherapeutics, Inc.	149,112		1,610,410
Exelixis, Inc. (a)(d)	3,396,504		11,242,428
Genocea Biosciences, Inc.	117,421		2,226,302
Gilead Sciences, Inc. (a)	1,951,900		158,513,799
ImmunoGen, Inc. (a)(d)	1,282,600		15,160,332
Immunomedics, Inc. (a)	1,298,100		4,322,673
Infinity Pharmaceuticals, Inc. (a)	193,500		1,954,350
Intercept Pharmaceuticals, Inc. (a)	7,000		1,656,270
InterMune, Inc. (a)	123,900		4,908,918
Intrexon Corp. (d)	278,000		5,863,020
Ironwood Pharmaceuticals, Inc. Class A (a)	1,611,356		23,074,618
Isis Pharmaceuticals, Inc. (a)	2,088,785		61,034,298
Lexicon Pharmaceuticals, Inc. (a)	9,251,115		12,211,472
Merrimack Pharmaceuticals, Inc. (a)(d)	2,018,438		15,683,263
Momenta Pharmaceuticals, Inc. (a)	285,500		3,537,345
NPS Pharmaceuticals, Inc. (a)	1,876,000		58,399,880
Prothena Corp. PLC (a)	377,800		7,865,796
Regeneron Pharmaceuticals, Inc. (a)	637,700		195,748,392
Regulus Therapeutics, Inc. (a)	703,400		4,733,882
Rigel Pharmaceuticals, Inc. (a)	1,237,900		4,072,691
Seattle Genetics, Inc. (a)	2,071,242		69,117,346
Synageva BioPharma Corp. (a)	100,000		8,115,000
Transition Therapeutics, Inc. (a)	479,100		2,438,620
Ultragenyx Pharmaceutical, Inc.	500		18,780
uniQure B.V.	12,400		107,260
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Versartis, Inc.	14,600		$ 436,394
Versartis, Inc.	130,833		3,519,539
Vertex Pharmaceuticals, Inc. (a)	109,300		7,898,018
			1,303,462,018
Health Care Equipment & Supplies - 0.9%
Abbott Laboratories	187,400		7,497,874
Align Technology, Inc. (a)	70,234		3,835,479
Baxter International, Inc.	253,600		18,870,376
DexCom, Inc. (a)	93,400		3,153,184
Genmark Diagnostics, Inc. (a)	491,100		5,407,011
Insulet Corp. (a)	861,700		31,564,071
Intuitive Surgical, Inc. (a)	26,107		9,652,802
Novadaq Technologies, Inc. (a)	67,600		984,932
St. Jude Medical, Inc.	133,200		8,644,680
			89,610,409
Health Care Providers & Services - 1.0%
Catamaran Corp. (a)	147,700		6,507,082
Community Health Systems, Inc. (a)	125,000		5,221,250
Express Scripts Holding Co. (a)	152,600		10,906,322
HCA Holdings, Inc. (a)	155,600		8,245,244
McKesson Corp.	254,200		48,206,488
Phoenix Healthcare Group Ltd. (a)	118,500		166,601
UnitedHealth Group, Inc.	151,100		12,032,093
			91,285,080
Health Care Technology - 0.6%
athenahealth, Inc. (a)(d)	228,900		29,049,699
Castlight Health, Inc. Class B	79,600		1,208,328
Cerner Corp. (a)	502,400		27,154,720
			57,412,747
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	150,962		23,889,737
Pharmaceuticals - 3.1%
AbbVie, Inc.	363,300		19,738,089
Actavis PLC (a)	115,095		24,347,196
Allergan, Inc.	336,100		56,283,306
Auxilium Pharmaceuticals, Inc. (a)	402,000		8,996,760
Bristol-Myers Squibb Co.	862,500		42,900,750
Endocyte, Inc. (a)(d)	900,200		5,698,266
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Hospira, Inc. (a)	713,900		$ 35,102,463
Intra-Cellular Therapies, Inc.	231,353		3,504,998
Jazz Pharmaceuticals PLC (a)	141,400		20,059,004
Johnson & Johnson	14,400		1,461,024
Mylan, Inc. (a)	302,700		15,086,568
Teva Pharmaceutical Industries Ltd. sponsored ADR	73,300		3,700,917
Valeant Pharmaceuticals International (Canada) (a)	476,400		62,538,759
			299,418,100
TOTAL HEALTH CARE			1,865,078,091
INDUSTRIALS - 8.6%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	640,500		59,662,575
Lockheed Martin Corp.	199,200		32,599,080
The Boeing Co.	257,800		34,867,450
United Technologies Corp.	648,200		75,333,804
			202,462,909
Air Freight & Logistics - 0.5%
FedEx Corp.	32,900		4,742,864
United Parcel Service, Inc. Class B	374,500		38,903,060
XPO Logistics, Inc. (a)(d)	243,670		6,123,427
			49,769,351
Airlines - 2.1%
American Airlines Group, Inc.	298,100		11,971,696
Delta Air Lines, Inc.	806,600		32,191,406
JetBlue Airways Corp. (a)(d)	2,480,600		23,962,596
Ryanair Holdings PLC sponsored ADR (a)	162,100		9,217,006
Southwest Airlines Co.	1,746,900		46,205,505
Spirit Airlines, Inc. (a)	407,200		24,053,304
United Continental Holdings, Inc. (a)	1,316,100		58,395,357
			205,996,870
Building Products - 0.0%
A.O. Smith Corp.	13,700		676,506
Construction & Engineering - 0.1%
Fluor Corp.	141,900		10,653,852
Electrical Equipment - 0.7%
Eaton Corp. PLC	183,700		13,536,853
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - continued
Emerson Electric Co.	356,200		$ 23,769,226
Enphase Energy, Inc. (a)(d)	184,330		1,557,589
Lumenpulse, Inc. (a)	105,000		1,828,276
Rockwell Automation, Inc.	205,000		24,821,400
			65,513,344
Industrial Conglomerates - 0.9%
3M Co.	354,600		50,548,230
Danaher Corp.	472,400		37,050,332
			87,598,562
Machinery - 0.8%
Caterpillar, Inc.	154,900		15,835,427
Cummins, Inc.	206,100		31,518,873
Deere & Co.	142,800		13,019,076
Dover Corp.	16,200		1,412,316
Illinois Tool Works, Inc.	114,700		9,927,285
ITT Corp.	21,600		943,488
Xylem, Inc.	15,100		563,230
			73,219,695
Road & Rail - 1.4%
CSX Corp.	373,400		10,977,960
Hertz Global Holdings, Inc. (a)	25,000		738,000
Kansas City Southern	54,100		5,816,832
Union Pacific Corp.	565,600		112,707,112
			130,239,904
TOTAL INDUSTRIALS			826,130,993
INFORMATION TECHNOLOGY - 33.2%
Communications Equipment - 1.7%
F5 Networks, Inc. (a)	5,200		564,460
Infinera Corp. (a)	1,977,700		17,997,070
Palo Alto Networks, Inc. (a)	7,900		591,789
QUALCOMM, Inc.	1,513,233		121,739,595
Riverbed Technology, Inc. (a)	108,100		2,196,592
ViaSat, Inc. (a)	387,500		21,014,125
			164,103,631
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.1%
Corning, Inc.	190,200		$ 4,051,260
Trimble Navigation Ltd. (a)	247,400		8,923,718
			12,974,978
Internet Software & Services - 8.8%
Akamai Technologies, Inc. (a)	316,200		17,182,308
Baidu.com, Inc. sponsored ADR (a)	19,800		3,286,800
Cornerstone OnDemand, Inc. (a)	7,300		293,387
Demandware, Inc. (a)	183,700		11,185,493
eBay, Inc. (a)	628,200		31,868,586
Facebook, Inc. Class A (a)	3,372,978		213,509,507
Google, Inc.:
Class A (a)	414,170		236,760,281
Class C (a)	422,670		237,109,417
IAC/InterActiveCorp	36,500		2,416,665
LinkedIn Corp. (a)	64,900		10,389,841
Marketo, Inc.	532,300		12,338,714
MercadoLibre, Inc. (d)	57,200		4,866,004
Naver Corp.	2,693		1,999,896
Opower, Inc.	15,500		258,075
Pandora Media, Inc. (a)	289,700		7,106,341
Qihoo 360 Technology Co. Ltd. ADR (a)	46,800		4,297,644
Rackspace Hosting, Inc. (a)	674,500		24,612,505
Tencent Holdings Ltd.	374,000		5,258,128
Wix.com Ltd. (a)(d)	274,002		4,893,676
Yahoo!, Inc. (a)	84,632		2,932,499
Yandex NV (a)	144,800		4,509,072
Yelp, Inc. (a)	12,900		853,335
Youku Tudou, Inc. ADR (a)(d)	279,700		5,454,150
			843,382,324
IT Services - 3.1%
Cognizant Technology Solutions Corp. Class A (a)	339,600		16,507,956
IBM Corp.	358,400		66,074,624
MasterCard, Inc. Class A	1,087,300		83,124,085
QIWI PLC Class B sponsored ADR (d)	187,300		7,913,425
VeriFone Systems, Inc. (a)	851,800		27,947,558
Visa, Inc. Class A	455,900		97,940,997
			299,508,645
Semiconductors & Semiconductor Equipment - 5.9%
Applied Micro Circuits Corp. (a)	1,457,070		13,113,630
ARM Holdings PLC sponsored ADR	17,200		794,640
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ASML Holding NV	56,000		$ 4,809,280
Broadcom Corp. Class A	502,800		16,024,236
Cavium, Inc. (a)	695,300		34,055,794
Cree, Inc. (a)(d)	1,674,138		80,559,521
Cypress Semiconductor Corp.	1,439,500		14,754,875
First Solar, Inc. (a)	1,007,039		62,214,869
Intel Corp.	105,200		2,874,064
KLA-Tencor Corp.	88,000		5,765,760
Marvell Technology Group Ltd.	330,900		5,152,113
MaxLinear, Inc. Class A (a)	341,291		3,228,613
Mellanox Technologies Ltd. (a)(d)	254,900		8,049,742
Micron Technology, Inc. (a)	28,900		826,251
NVIDIA Corp.	9,905,100		188,196,900
Rambus, Inc. (a)	1,650,500		19,971,050
Samsung Electronics Co. Ltd.	5,704		8,063,948
Silicon Laboratories, Inc. (a)	838,900		37,851,168
Skyworks Solutions, Inc.	73,478		3,182,332
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	473,500		9,735,160
Texas Instruments, Inc.	754,800		35,460,504
Xilinx, Inc.	144,900		6,804,504
			561,488,954
Software - 8.4%
Activision Blizzard, Inc.	1,490,200		30,966,356
Adobe Systems, Inc. (a)	504,400		32,553,976
Autodesk, Inc. (a)	162,200		8,494,414
Citrix Systems, Inc. (a)	91,500		5,670,255
Electronic Arts, Inc. (a)	430,800		15,134,004
FireEye, Inc. (d)	80,100		2,632,887
Fleetmatics Group PLC (a)	111,100		3,166,350
Guidewire Software, Inc. (a)	288,900		10,911,753
Intuit, Inc.	141,000		11,179,890
Microsoft Corp.	2,645,092		108,290,066
Oracle Corp.	1,148,400		48,255,768
Red Hat, Inc. (a)	1,627,800		81,585,336
salesforce.com, Inc. (a)	6,933,400		364,904,842
ServiceNow, Inc. (a)	943,700		49,364,947
Splunk, Inc. (a)	423,400		17,723,524
Tableau Software, Inc.	14,900		864,796
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
VMware, Inc. Class A (a)	37,500		$ 3,618,750
Zendesk, Inc.	399,800		6,388,804
			801,706,718
Technology Hardware, Storage & Peripherals - 5.2%
Apple, Inc.	702,595		444,742,632
Fusion-io, Inc. (a)(d)	340,100		2,717,399
NetApp, Inc.	91,400		3,382,714
Nimble Storage, Inc. (d)	237,893		6,035,345
SanDisk Corp.	390,700		37,753,341
Stratasys Ltd. (a)	82,494		7,673,592
			502,305,023
TOTAL INFORMATION TECHNOLOGY			3,185,470,273
MATERIALS - 2.7%
Chemicals - 2.0%
CF Industries Holdings, Inc.	73,500		17,883,285
E.I. du Pont de Nemours & Co.	261,300		18,110,703
Eastman Chemical Co.	142,300		12,559,398
Metabolix, Inc. (a)	442,600		363,109
Monsanto Co.	938,891		114,403,868
Praxair, Inc.	70,800		9,362,592
The Dow Chemical Co.	201,800		10,517,816
The Mosaic Co.	157,500		7,873,425
			191,074,196
Construction Materials - 0.1%
CaesarStone Sdot-Yam Ltd.	237,400		10,724,545
Metals & Mining - 0.6%
Anglo American PLC (United Kingdom)	1,198,600		29,324,608
Barrick Gold Corp. (d)	113,500		1,842,295
Fortescue Metals Group Ltd. (d)	2,306,589		9,466,625
Freeport-McMoRan Copper & Gold, Inc.	326,700		11,124,135
Nucor Corp.	34,500		1,746,735
			53,504,398
TOTAL MATERIALS			255,303,139
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.4%
Level 3 Communications, Inc. (a)	12,500		$ 545,625
Verizon Communications, Inc.	687,200		34,332,512
			34,878,137
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	295,300		10,137,649
TOTAL TELECOMMUNICATION SERVICES			45,015,786
TOTAL COMMON STOCKS (Cost $8,754,172,136)		9,498,726,193
Convertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.0%
Leisure Products - 0.0%
NJOY, Inc. Series D (e)	90,284		1,528,156
Media - 0.0%
Turn, Inc. Series E (e)	205,882		1,255,880
TOTAL CONSUMER DISCRETIONARY			2,784,036
HEALTH CARE - 0.1%
Health Care Providers & Services - 0.0%
Sage Therapeutics, Inc. Series C (e)	493,865		2,091,271
Life Sciences Tools & Services - 0.1%
Penumbra, Inc. (e)	257,576		3,235,155
Pharmaceuticals - 0.0%
Kolltan Pharmaceuticals, Inc. Series D (e)	1,692,030		1,692,030
TOTAL HEALTH CARE			7,018,456
INDUSTRIALS - 0.0%
Commercial Services & Supplies - 0.0%
Domo, Inc. Series D (e)	613,084		2,709,831
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
New Relic, Inc. Series F (e)	90,450		2,617,080
Software - 0.0%
Cloudera, Inc. Series F (e)	113,172		1,681,736
Convertible Preferred Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - 0.0%
Pure Storage, Inc. Series F (e)	106,895		$ 1,681,020
TOTAL INFORMATION TECHNOLOGY			5,979,836
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $18,908,399)		18,492,159
Money Market Funds - 2.6%

Fidelity Cash Central Fund, 0.10% (b)	57,899,592		57,899,592
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	190,929,895		190,929,895
TOTAL MONEY MARKET FUNDS (Cost $248,829,487)		248,829,487
TOTAL INVESTMENT PORTFOLIO - 101.9% (Cost $9,021,910,022)			9,766,047,839
NET OTHER ASSETS (LIABILITIES) - (1.9)%			(181,827,264)
NET ASSETS - 100%		$ 9,584,220,575

Legend

(a) Non-income producing

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

(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 $18,492,159 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Cloudera, Inc. Series F	2/5/14	$ 1,647,784
Domo, Inc. Series D	1/24/14	$ 2,533,999
Security	Acquisition Date	Acquisition Cost
Kolltan Pharmaceuticals, Inc. Series D	3/13/14	$ 1,692,030
New Relic, Inc. Series F	4/17/14	$ 2,617,080
NJOY, Inc. Series D	2/14/14	$ 1,528,156
Penumbra, Inc.	5/16/14	$ 3,400,003
Pure Storage, Inc. Series F	4/17/14	$ 1,681,020
Sage Therapeutics, Inc. Series C	3/11/14	$ 2,091,271
Turn, Inc. Series E	12/30/13	$ 1,717,056

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	$ 21,633
Fidelity Securities Lending Cash Central Fund	473,191
Total	$ 494,824

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,316,021,247	$ 1,311,047,933	$ 2,189,278	$ 2,784,036
Consumer Staples	1,110,506,876	1,105,163,641	5,343,235	-
Energy	568,589,910	568,589,910	-	-
Financials	329,393,914	329,393,914	-	-
Health Care	1,872,096,547	1,861,558,552	3,519,539	7,018,456
Industrials	828,840,824	826,130,993	-	2,709,831
Information Technology	3,191,450,109	3,185,470,273	-	5,979,836
Materials	255,303,139	225,978,531	29,324,608	-
Telecommunica- tion Services	45,015,786	45,015,786	-	-
Money Market Funds	248,829,487	248,829,487	-	-
Total Investments in Securities:	$ 9,766,047,839	$ 9,707,179,020	$ 40,376,660	$ 18,492,159

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	May 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $184,304,786) - See accompanying schedule: Unaffiliated issuers (cost $8,773,080,535)	$ 9,517,218,352
Fidelity Central Funds (cost $248,829,487)	248,829,487
Total Investments (cost $9,021,910,022)		$ 9,766,047,839
Cash		248,285
Foreign currency held at value (cost $111,199)		111,174
Receivable for investments sold		29,617,695
Dividends receivable		8,038,403
Distributions receivable from Fidelity Central Funds		86,888
Other receivables		4,374
Total assets		9,804,154,658

Liabilities
Payable for investments purchased	$ 23,969,438
Accrued management fee	4,278,824
Other affiliated payables	673,288
Other payables and accrued expenses	82,638
Collateral on securities loaned, at value	190,929,895
Total liabilities		219,934,083

Net Assets		$ 9,584,220,575
Net Assets consist of:
Paid in capital		$ 8,801,402,452
Undistributed net investment income		12,951,968
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		25,728,292
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		744,137,863
Net Assets		$ 9,584,220,575

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	May 31, 2014 (Unaudited)

Series Growth Company: Net Asset Value, offering price and redemption price per share ($4,071,114,829 ÷ 374,503,972 shares)		$ 10.87

Class F: Net Asset Value, offering price and redemption price per share ($5,513,105,746 ÷ 506,819,673 shares)		$ 10.88

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

Semiannual Report

Statement of Operations

Six months ended May 31, 2014 (Unaudited)

Investment Income
Dividends		$ 44,197,705
Interest		18
Income from Fidelity Central Funds		494,824
Total income		44,692,547

Expenses
Management fee	$ 26,106,083
Transfer agent fees	3,456,495
Accounting and security lending fees	643,461
Custodian fees and expenses	90,513
Independent trustees' compensation	18,159
Audit	44,460
Legal	5,084
Interest	4,096
Miscellaneous	2,085
Total expenses before reductions	30,370,436
Expense reductions	(14,479)	30,355,957
Net investment income (loss)		14,336,590
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	27,212,793
Foreign currency transactions	(29,049)
Total net realized gain (loss)		27,183,744
Change in net unrealized appreciation (depreciation) on: Investment securities	484,173,654
Assets and liabilities in foreign currencies	258
Total change in net unrealized appreciation (depreciation)		484,173,912
Net gain (loss)		511,357,656
Net increase (decrease) in net assets resulting from operations		$ 525,694,246

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended May 31, 2014 (Unaudited)	For the period November 7, 2013 (commencement of operations) to November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 14,336,590	$ 5,224,600
Net realized gain (loss)	27,183,744	(241,462)
Change in net unrealized appreciation (depreciation)	484,173,912	259,963,951
Net increase (decrease) in net assets resulting from operations	525,694,246	264,947,089
Distributions to shareholders from net investment income	(7,823,212)	-
Share transactions - net increase (decrease)	(236,546,571)	9,037,949,023
Total increase (decrease) in net assets	281,324,463	9,302,896,112

Net Assets
Beginning of period	9,302,896,112	-
End of period (including undistributed net investment income of $12,951,968 and undistributed net investment income of $6,438,590, respectively)	$ 9,584,220,575	$ 9,302,896,112

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

Semiannual Report

Financial Highlights - Series Growth Company

	Six months ended May 31, 2014	Year ended November 30,
	(Unaudited)	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.29	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.01	.01
Net realized and unrealized gain (loss)	.58	.28
Total from investment operations	.59	.29
Distributions from net investment income	(.01)	-
Net asset value, end of period	$ 10.87	$ 10.29
Total Return^{B, C}	5.71%	2.90%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.74%^A	.76%^A
Expenses net of fee waivers, if any	.74%^A	.76%^A
Expenses net of all reductions	.74%^A	.76%^A
Net investment income (loss)	.21%^A	.87%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,071,115	$ 4,063,472
Portfolio turnover rate^F	14%^A	1%^I

^A Annualized

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

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

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

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

^G For the period November 7, 2013 (commencement of operations) to November 30, 2013.

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

^I Amount not annualized.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended May 31, 2014	Year ended November 30,
	(Unaudited)	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.29	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.02	.01
Net realized and unrealized gain (loss)	.58	.28
Total from investment operations	.60	.29
Distributions from net investment income	(.01)	-
Net asset value, end of period	$ 10.88	$ 10.29
Total Return^{B, C}	5.84%	2.90%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.57%^A	.57%^A
Expenses net of fee waivers, if any	.57%^A	.57%^A
Expenses net of all reductions	.57%^A	.57%^A
Net investment income (loss)	.38%^A	1.06%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,513,106	$ 5,239,424
Portfolio turnover rate^F	14%^A	1%^I

^A Annualized

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

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

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

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

^G For the period November 7, 2013 (commencement of operations) to November 30, 2013.

^I Amount not annualized.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2014 (Unaudited)

1. Organization.

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

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 1,063,140,581
Gross unrealized depreciation	(320,296,167)
Net unrealized appreciation (depreciation) on securities and other investments	$ 742,844,414

Tax cost	$ 9,023,203,425

No expiration
Short-term	$ (64,619)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $661,545,152 and $889,595,152, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Growth Company as compared to its benchmark index, the Russell 3000® Growth Index, over the same 36 month performance period. The Fund's performance adjustment will not take effect until November 1, 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

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 Growth Company. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

	Amount	% of Average Net Assets*
Series Growth Company	$ 3,456,495	.17

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

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. 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	$ 48,121,900	.31%	$ 4,096

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 $1,475 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

7. Security Lending - continued

Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $473,191. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2014	Year ended November 30, 2013
From net investment income
Series Growth Company	$ 2,749,294	$ -
Class F	5,073,918	-
Total	$ 7,823,212	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2014	Year ended November 30, 2013^A	Six months ended May 31, 2014	Year ended November 30, 2013^A
Series Growth Company
Shares sold	11,761,966	403,916,334^B	$ 123,715,965	$ 4,040,235,980^B
Reinvestment of distributions	272,477	-	2,749,294	-
Shares redeemed	(32,313,540)	(9,133,265)	(341,344,994)	(92,836,767)
Net increase (decrease)	(20,279,097)	394,783,069	$ (214,879,735)	$ 3,947,399,213

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended May 31, 2014	Year ended November 30, 2013^A	Six months ended May 31, 2014	Year ended November 30, 2013^A
Class F
Shares sold	24,827,521	516,227,091^B	$ 262,811,738	$ 5,164,220,087^B
Reinvestment of distributions	502,866	-	5,073,918	-
Shares redeemed	(27,486,399)	(7,251,406)	(289,552,492)	(73,670,277)
Net increase (decrease)	(2,156,012)	508,975,685	$ (21,666,836)	$ 5,090,549,810

^A For the period November 7, 2013 (commencement of operations) to November 30, 2013.

^B Amount includes in-kind exchanges

11. Other.

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.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank & Trust Company

Quincy, MA

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

XS7-SANN-0714
1.968010.100

Fidelity®

Growth Company

Fund

Semiannual Report

May 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2013 to May 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value December 1, 2013	Ending Account Value May 31, 2014	Expenses Paid During Period* December 1, 2013 to May 31, 2014
Growth Company	.83%
Actual		$ 1,000.00	$ 1,058.80	$ 4.26
Hypothetical^A		$ 1,000.00	$ 1,020.79	$ 4.18
Class K	.72%
Actual		$ 1,000.00	$ 1,059.40	$ 3.70
Hypothetical^A		$ 1,000.00	$ 1,021.34	$ 3.63

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.6	4.4
salesforce.com, Inc.	3.8	4.0
Google, Inc. Class A	2.5	4.6
Google, Inc. Class C	2.4	0.0
Facebook, Inc. Class A	2.2	1.7
Regeneron Pharmaceuticals, Inc.	2.0	2.2
NVIDIA Corp.	2.0	1.6
Gilead Sciences, Inc.	1.7	1.6
Alexion Pharmaceuticals, Inc.	1.5	1.2
Keurig Green Mountain, Inc.	1.3	0.9
	24.0
Top Five Market Sectors as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.4	32.3
Health Care	20.0	20.1
Consumer Discretionary	13.8	16.2
Consumer Staples	11.5	11.3
Industrials	8.7	8.0

Asset Allocation (% of fund's net assets)
As of May 31, 2014 *			As of November 30, 2013 **
	Stocks 98.9%			Stocks 99.4%
	Convertible Securities 0.9%			Convertible Securities 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 0.3%
* Foreign investments		7.6%	** Foreign investments		9.2%

ang11588

Semiannual Report

Investments May 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.6%
Auto Components - 0.1%
Johnson Controls, Inc.	608,800		$ 29,442
Automobiles - 0.4%
Ford Motor Co.	2,125,900		34,950
Tesla Motors, Inc. (a)(d)	597,500		124,143
			159,093
Hotels, Restaurants & Leisure - 3.9%
Buffalo Wild Wings, Inc. (a)(e)	1,212,700		175,247
China Lodging Group Ltd. ADR (a)	379,800		9,533
Chipotle Mexican Grill, Inc. (a)	319,700		174,905
Chuy's Holdings, Inc. (a)(e)	1,501,142		49,042
Domino's Pizza, Inc.	28,900		2,094
Dunkin' Brands Group, Inc.	2,275,340		101,844
Home Inns & Hotels Management, Inc. sponsored ADR (a)	2,807,822		88,474
Hyatt Hotels Corp. Class A (a)	941,740		57,597
Las Vegas Sands Corp.	1,471,600		112,607
McDonald's Corp.	2,224,200		225,601
Multimedia Games Holding Co., Inc. (a)	608,842		17,504
Panera Bread Co. Class A (a)	172,300		26,467
Royal Caribbean Cruises Ltd.	110,900		6,132
Starbucks Corp.	4,161,400		304,781
Starwood Hotels & Resorts Worldwide, Inc.	1,966,800		157,049
Yum! Brands, Inc.	1,530,900		118,354
			1,627,231
Household Durables - 0.1%
Lennar Corp. Class A	599,977		24,539
Tempur Sealy International, Inc. (a)	472,700		25,980
			50,519
Internet & Catalog Retail - 2.3%
Amazon.com, Inc. (a)	1,517,701		474,357
Ctrip.com International Ltd. sponsored ADR (a)	614,100		34,033
JD.com, Inc. sponsored ADR	307,900		7,698
Netflix, Inc. (a)	182,900		76,421
priceline.com, Inc. (a)	261,968		334,960
TripAdvisor, Inc. (a)	283,400		27,538
			955,007
Media - 1.2%
AMC Networks, Inc. Class A (a)	65,800		4,072
CBS Corp. Class B	99,300		5,919
Comcast Corp. Class A	7,915,800		413,205
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Lions Gate Entertainment Corp. (d)	360,092		$ 9,409
Twenty-First Century Fox, Inc. Class A	1,627,000		57,612
			490,217
Multiline Retail - 0.4%
Dollar General Corp. (a)	342,900		18,441
Dollar Tree, Inc. (a)	824,800		43,739
Nordstrom, Inc.	586,500		39,917
Ryohin Keikaku Co. Ltd.	87,800		9,563
Target Corp.	1,362,389		77,329
			188,989
Specialty Retail - 1.9%
AutoNation, Inc. (a)	712,900		40,756
Bed Bath & Beyond, Inc. (a)	411,100		25,015
CarMax, Inc. (a)	2,160,321		95,724
Five Below, Inc. (a)(d)	1,985,616		71,879
Home Depot, Inc.	3,973,400		318,786
L Brands, Inc.	951,300		54,595
Lumber Liquidators Holdings, Inc. (a)(d)(e)	1,987,467		154,386
Restoration Hardware Holdings, Inc. (a)	251,500		16,720
Tiffany & Co., Inc.	165,000		16,403
Urban Outfitters, Inc. (a)	472,700		15,845
			810,109
Textiles, Apparel & Luxury Goods - 3.3%
C. Wonder LLC (a)(f)(g)	619,048		19,500
Fossil Group, Inc. (a)	380,300		39,840
Kate Spade & Co. (a)(e)	7,622,365		277,530
lululemon athletica, Inc. (a)(d)(e)	9,187,310		410,030
Michael Kors Holdings Ltd. (a)	1,023,022		96,553
Moncler SpA	28,600		522
NIKE, Inc. Class B	3,075,300		236,521
Prada SpA	3,139,400		23,486
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	3,233,536		143,892
Tory Burch LLC (a)(f)(g)	324,840		23,111
Under Armour, Inc. Class A (sub. vtg.) (a)	1,056,900		53,680
VF Corp.	938,400		59,138
			1,383,803
TOTAL CONSUMER DISCRETIONARY			5,694,410
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 11.5%
Beverages - 2.4%
Dr. Pepper Snapple Group, Inc.	463,900		$ 26,767
Monster Beverage Corp. (a)	4,296,406		298,085
PepsiCo, Inc.	2,506,140		221,367
SABMiller PLC	994,439		55,190
The Coca-Cola Co.	9,924,600		406,015
			1,007,424
Food & Staples Retailing - 1.7%
Costco Wholesale Corp.	1,574,300		182,650
CVS Caremark Corp.	893,100		69,948
Drogasil SA	3,281,873		27,834
Kroger Co.	1,386,225		66,178
Sprouts Farmers Market LLC	1,211,400		32,829
Wal-Mart Stores, Inc.	2,621,014		201,215
Walgreen Co.	1,505,000		108,225
Whole Foods Market, Inc.	1,327,900		50,779
			739,658
Food Products - 3.7%
Archer Daniels Midland Co.	4,001,300		179,818
Associated British Foods PLC	1,343,400		67,960
Bunge Ltd.	2,915,200		226,540
Campbell Soup Co. (d)	267,600		12,283
General Mills, Inc.	818,000		44,933
Kellogg Co.	707,600		48,810
Keurig Green Mountain, Inc.	4,949,853		558,244
Kraft Foods Group, Inc.	377,200		22,428
Mead Johnson Nutrition Co. Class A	2,181,700		195,197
Mondelez International, Inc.	428,900		16,135
The Hain Celestial Group, Inc. (a)	99,000		8,981
The Hershey Co.	597,400		58,151
Tyson Foods, Inc. Class A	1,532,300		65,061
Want Want China Holdings Ltd.	20,529,000		28,650
			1,533,191
Household Products - 0.8%
Church & Dwight Co., Inc.	502,100		34,760
Colgate-Palmolive Co.	1,803,600		123,366
Kimberly-Clark Corp.	471,700		52,995
Procter & Gamble Co.	1,426,783		115,270
			326,391
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 1.0%
Herbalife Ltd. (e)	5,824,510		$ 377,603
Nu Skin Enterprises, Inc. Class A	388,600		28,694
			406,297
Tobacco - 1.9%
Altria Group, Inc.	4,560,380		189,529
Japan Tobacco, Inc.	668,500		22,708
Lorillard, Inc.	2,726,200		169,488
Philip Morris International, Inc.	4,618,280		408,903
			790,628
TOTAL CONSUMER STAPLES			4,803,589
ENERGY - 5.9%
Energy Equipment & Services - 1.3%
Carbo Ceramics, Inc. (d)	103,800		14,280
FMC Technologies, Inc. (a)	1,288,900		74,834
Halliburton Co.	2,500,300		161,619
Schlumberger Ltd.	2,722,197		283,217
			533,950
Oil, Gas & Consumable Fuels - 4.6%
Anadarko Petroleum Corp.	1,617,994		166,427
Cabot Oil & Gas Corp.	1,676,800		60,767
Chesapeake Energy Corp.	2,346,700		67,397
Concho Resources, Inc. (a)	1,491,900		196,632
Continental Resources, Inc. (a)(d)	2,133,150		299,409
Devon Energy Corp.	645,200		47,680
EOG Resources, Inc.	2,338,500		247,413
Hess Corp.	836,600		76,382
Kosmos Energy Ltd. (a)	1,564,200		16,393
Noble Energy, Inc.	1,260,966		90,878
Occidental Petroleum Corp.	655,100		65,307
PDC Energy, Inc. (a)	1,143,900		73,427
Peabody Energy Corp.	662,400		10,704
Pioneer Natural Resources Co.	1,557,707		327,368
Range Resources Corp.	539,389		50,136
Southwestern Energy Co. (a)	564,500		25,668
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Valero Energy Corp.	1,322,000		$ 74,098
Whiting Petroleum Corp. (a)	205,200		14,744
			1,910,830
TOTAL ENERGY			2,444,780
FINANCIALS - 3.4%
Banks - 1.0%
Bank of America Corp.	2,275,100		34,445
Citigroup, Inc.	499,380		23,756
HDFC Bank Ltd. sponsored ADR	2,053,400		92,465
JPMorgan Chase & Co.	1,436,800		79,843
PrivateBancorp, Inc.	3,848,526		102,794
Signature Bank (a)	444,985		51,538
Wells Fargo & Co.	652,200		33,119
			417,960
Capital Markets - 1.4%
BlackRock, Inc. Class A	601,400		183,367
Charles Schwab Corp.	7,118,075		179,447
Evercore Partners, Inc. Class A	508,800		28,004
Franklin Resources, Inc.	99,000		5,466
ICG Group, Inc. (a)(e)	3,851,687		74,415
Morgan Stanley	2,346,400		72,410
T. Rowe Price Group, Inc.	670,900		54,698
			597,807
Consumer Finance - 0.7%
American Express Co.	1,343,548		122,935
Discover Financial Services	2,533,144		149,785
			272,720
Diversified Financial Services - 0.1%
BM&F BOVESPA SA	9,731,397		47,695
Real Estate Investment Trusts - 0.1%
American Tower Corp.	311,800		27,947
Real Estate Management & Development - 0.1%
The St. Joe Co. (a)(d)	2,115,335		49,795
TOTAL FINANCIALS			1,413,924
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 19.6%
Biotechnology - 13.7%
ACADIA Pharmaceuticals, Inc. (a)(e)	5,755,329		$ 118,848
Aegerion Pharmaceuticals, Inc. (a)	150,891		4,957
Agios Pharmaceuticals, Inc. (d)	1,441,367		50,678
Alexion Pharmaceuticals, Inc. (a)	3,626,560		603,169
Alkermes PLC (a)(e)	10,312,839		472,431
Alnylam Pharmaceuticals, Inc. (a)(e)	5,213,717		309,121
Amgen, Inc.	2,761,900		320,353
Array BioPharma, Inc. (a)	2,675,270		11,236
Biogen Idec, Inc. (a)	1,186,100		378,805
Bluebird Bio, Inc. (d)(e)	2,000,500		46,252
Celgene Corp. (a)	1,012,144		154,888
Celldex Therapeutics, Inc. (a)	2,155,049		31,485
Cepheid, Inc. (a)	2,198,355		99,036
Chimerix, Inc. (a)(e)	2,305,700		42,540
Clovis Oncology, Inc. (a)(e)	1,896,200		97,104
Concert Pharmaceuticals, Inc. (g)	740,922		5,895
Dicerna Pharmaceuticals, Inc.	872,050		14,092
Eleven Biotherapeutics, Inc.	657,400		7,100
Exelixis, Inc. (a)(d)(e)	14,478,667		47,924
Fate Therapeutics, Inc. (e)	1,515,387		10,593
Genocea Biosciences, Inc.	505,757		9,589
Gilead Sciences, Inc. (a)	8,539,900		693,525
ImmunoGen, Inc. (a)(d)(e)	5,987,820		70,776
Immunomedics, Inc. (a)(d)(e)	5,518,050		18,375
Infinity Pharmaceuticals, Inc. (a)	822,700		8,309
Intercept Pharmaceuticals, Inc. (a)	30,623		7,246
InterMune, Inc. (a)	526,517		20,861
Intrexon Corp. (d)	1,186,175		25,016
Ironwood Pharmaceuticals, Inc. Class A (a)(e)	6,947,720		99,491
Isis Pharmaceuticals, Inc. (a)(d)(e)	8,898,997		260,029
Lexicon Pharmaceuticals, Inc. (a)(d)(e)	39,364,127		51,961
Merrimack Pharmaceuticals, Inc. (a)(d)(e)	9,686,321		75,263
Momenta Pharmaceuticals, Inc. (a)	1,213,400		15,034
NPS Pharmaceuticals, Inc. (a)(e)	8,058,331		250,856
Prothena Corp. PLC (a)(e)	1,606,418		33,446
Regeneron Pharmaceuticals, Inc. (a)	2,768,423		849,795
Regulus Therapeutics, Inc. (a)(d)(e)	3,004,581		20,221
Rigel Pharmaceuticals, Inc. (a)(e)	5,254,540		17,287
Seattle Genetics, Inc. (a)(d)(e)	8,806,030		293,857
Synageva BioPharma Corp. (a)	427,800		34,716
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Transition Therapeutics, Inc. (a)(e)	2,042,620		$ 10,397
Ultragenyx Pharmaceutical, Inc.	2,200		83
uniQure B.V.	54,100		468
Versartis, Inc. (d)	64,200		1,919
Versartis, Inc.	611,594		16,452
Vertex Pharmaceuticals, Inc. (a)	424,267		30,658
			5,742,137
Health Care Equipment & Supplies - 0.9%
Abbott Laboratories	796,600		31,872
Align Technology, Inc. (a)	295,156		16,118
Baxter International, Inc.	1,077,700		80,192
DexCom, Inc. (a)	400,300		13,514
Genmark Diagnostics, Inc. (a)(e)	2,098,753		23,107
Insulet Corp. (a)(e)	3,681,700		134,861
Intuitive Surgical, Inc. (a)	114,193		42,222
Novadaq Technologies, Inc. (a)	296,100		4,314
St. Jude Medical, Inc.	566,300		36,753
			382,953
Health Care Providers & Services - 1.0%
Apollo Hospitals Enterprise Ltd.	720,000		11,041
Catamaran Corp. (a)	639,128		28,157
Community Health Systems, Inc. (a)	537,600		22,456
Express Scripts Holding Co. (a)	648,503		46,349
HCA Holdings, Inc. (a)	668,900		35,445
McKesson Corp.	1,080,300		204,868
Phoenix Healthcare Group Ltd. (a)	506,500		712
UnitedHealth Group, Inc.	649,500		51,720
			400,748
Health Care Technology - 0.7%
athenahealth, Inc. (a)(d)	973,200		123,509
Castlight Health, Inc.	2,070,648		28,289
Castlight Health, Inc. Class B (d)	366,146		5,558
Cerner Corp. (a)	2,200,500		118,937
			276,293
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	640,738		101,397
Pharmaceuticals - 3.1%
AbbVie, Inc.	1,544,200		83,896
Actavis PLC (a)	492,205		104,121
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Allergan, Inc.	1,391,800		$ 233,071
Auxilium Pharmaceuticals, Inc. (a)	1,724,700		38,599
Bristol-Myers Squibb Co.	3,690,200		183,551
Endocyte, Inc. (a)(d)(e)	3,880,515		24,564
Hospira, Inc. (a)	3,039,900		149,472
Intra-Cellular Therapies, Inc. (e)	2,080,304		31,517
Jazz Pharmaceuticals PLC (a)	601,200		85,286
Johnson & Johnson	61,000		6,189
Mylan, Inc. (a)	1,291,100		64,348
Teva Pharmaceutical Industries Ltd. sponsored ADR	395,400		19,964
Valeant Pharmaceuticals International (Canada) (a)	2,031,061		266,625
			1,291,203
TOTAL HEALTH CARE			8,194,731
INDUSTRIALS - 8.6%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	2,767,100		257,755
Lockheed Martin Corp.	847,000		138,612
The Boeing Co.	1,096,000		148,234
United Technologies Corp.	2,833,800		329,344
			873,945
Air Freight & Logistics - 0.5%
FedEx Corp.	141,400		20,384
United Parcel Service, Inc. Class B	1,613,500		167,610
XPO Logistics, Inc. (a)(d)	1,059,924		26,636
			214,630
Airlines - 2.2%
American Airlines Group, Inc.	1,289,100		51,770
Azul-Linhas Aereas Brasileiras warrants (g)	1,017,079		0
Delta Air Lines, Inc.	3,523,400		140,619
JetBlue Airways Corp. (a)(d)	11,075,323		106,988
Ryanair Holdings PLC sponsored ADR (a)	689,100		39,182
Southwest Airlines Co.	7,645,515		202,224
Spirit Airlines, Inc. (a)	1,823,167		107,694
United Continental Holdings, Inc. (a)	5,751,400		255,190
			903,667
Building Products - 0.0%
A.O. Smith Corp.	59,100		2,918
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - 0.1%
Fluor Corp.	608,800		$ 45,709
Electrical Equipment - 0.7%
Eaton Corp. PLC	780,900		57,545
Emerson Electric Co.	1,514,000		101,029
Enphase Energy, Inc. (a)(d)	817,012		6,904
Lumenpulse, Inc. (a)	461,900		8,043
Rockwell Automation, Inc.	871,700		105,545
			279,066
Industrial Conglomerates - 0.9%
3M Co.	1,550,700		221,052
Danaher Corp.	2,063,900		161,872
			382,924
Machinery - 0.7%
Caterpillar, Inc.	663,100		67,789
Cummins, Inc.	876,100		133,982
Deere & Co.	607,200		55,358
Dover Corp.	70,600		6,155
Illinois Tool Works, Inc.	487,500		42,193
ITT Corp.	95,400		4,167
Xylem, Inc.	66,100		2,466
			312,110
Road & Rail - 1.4%
CSX Corp.	1,587,000		46,658
Hertz Global Holdings, Inc. (a)	106,300		3,138
Kansas City Southern	232,600		25,009
Union Pacific Corp.	2,474,800		493,153
			567,958
TOTAL INDUSTRIALS			3,582,927
INFORMATION TECHNOLOGY - 33.2%
Communications Equipment - 1.7%
F5 Networks, Inc. (a)	22,000		2,388
Infinera Corp. (a)(e)	8,406,828		76,502
Palo Alto Networks, Inc. (a)	33,500		2,509
QUALCOMM, Inc.	6,619,067		532,504
Riverbed Technology, Inc. (a)	459,690		9,341
ViaSat, Inc. (a)	1,698,329		92,100
			715,344
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.2%
Corning, Inc.	808,700		$ 17,225
Trimble Navigation Ltd. (a)	1,052,500		37,964
			55,189
Internet Software & Services - 8.8%
Akamai Technologies, Inc. (a)	1,340,400		72,837
Baidu.com, Inc. sponsored ADR (a)	83,100		13,795
Cornerstone OnDemand, Inc. (a)	31,200		1,254
Demandware, Inc. (a)	818,073		49,812
Dropbox, Inc. (a)(g)	1,105,082		21,108
eBay, Inc. (a)	2,752,100		139,614
Facebook, Inc. Class A (a)	14,757,001		934,118
Google, Inc.:
Class A (a)	1,794,878		1,026,042
Class C (a)	1,809,678		1,015,193
IAC/InterActiveCorp	155,900		10,322
LinkedIn Corp. (a)	275,900		44,169
Marketo, Inc. (e)	2,389,200		55,382
MercadoLibre, Inc. (d)	243,000		20,672
Naver Corp.	12,636		9,384
Opower, Inc.	68,300		1,137
Pandora Media, Inc. (a)	1,231,269		30,203
Qihoo 360 Technology Co. Ltd. ADR (a)	201,200		18,476
Rackspace Hosting, Inc. (a)	2,954,928		107,825
Tencent Holdings Ltd.	1,634,500		22,980
Wix.com Ltd. (a)	1,195,400		21,350
Yahoo!, Inc. (a)	355,761		12,327
Yandex NV (a)	615,500		19,167
Yelp, Inc. (a)	54,900		3,632
Youku Tudou, Inc. ADR (a)(d)	1,189,000		23,186
			3,673,985
IT Services - 3.1%
Cognizant Technology Solutions Corp. Class A (a)	1,444,032		70,194
IBM Corp.	1,536,500		283,269
MasterCard, Inc. Class A	4,749,100		363,069
QIWI PLC Class B sponsored ADR (d)	796,337		33,645
VeriFone Systems, Inc. (a)	3,754,700		123,192
Visa, Inc. Class A	1,996,700		428,951
			1,302,320
Semiconductors & Semiconductor Equipment - 5.9%
Applied Micro Circuits Corp. (a)(e)	6,255,552		56,300
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ARM Holdings PLC sponsored ADR	73,400		$ 3,391
ASML Holding NV	238,293		20,465
Broadcom Corp. Class A	2,130,000		67,883
Cavium, Inc. (a)(e)	3,112,460		152,448
Cree, Inc. (a)(d)(e)	7,254,208		349,072
Cypress Semiconductor Corp.	6,122,040		62,751
First Solar, Inc. (a)	4,409,363		272,410
Intel Corp.	447,300		12,220
KLA-Tencor Corp.	373,900		24,498
Marvell Technology Group Ltd.	1,406,510		21,899
MaxLinear, Inc. Class A (a)	1,450,903		13,726
Mellanox Technologies Ltd. (a)(d)	1,085,289		34,273
Micron Technology, Inc. (a)	109,400		3,128
NVIDIA Corp. (e)	43,480,284		826,125
Rambus, Inc. (a)(e)	7,022,200		84,969
Samsung Electronics Co. Ltd.	43,290		61,201
Silicon Laboratories, Inc. (a)(e)	3,634,980		164,010
Skyworks Solutions, Inc.	307,431		13,315
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2,012,500		41,377
Texas Instruments, Inc.	3,207,700		150,698
Xilinx, Inc.	615,900		28,923
			2,465,082
Software - 8.3%
Activision Blizzard, Inc.	6,350,832		131,970
Adobe Systems, Inc. (a)	2,204,136		142,255
Autodesk, Inc. (a)	695,300		36,413
Citrix Systems, Inc. (a)	388,677		24,086
Electronic Arts, Inc. (a)	1,850,552		65,010
FireEye, Inc. (d)	343,201		11,281
Fleetmatics Group PLC (a)	471,600		13,441
Guidewire Software, Inc. (a)	1,228,100		46,385
Intuit, Inc.	603,200		47,828
Microsoft Corp.	11,594,117		474,663
Oracle Corp.	5,007,300		210,407
Red Hat, Inc. (a)	7,126,386		357,174
salesforce.com, Inc. (a)	29,995,412		1,578,659
ServiceNow, Inc. (a)	4,124,300		215,742
Splunk, Inc. (a)	1,732,100		72,506
Tableau Software, Inc.	63,400		3,680
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
VMware, Inc. Class A (a)	159,533		$ 15,395
Zendesk, Inc.	1,756,100		28,062
			3,474,957
Technology Hardware, Storage & Peripherals - 5.2%
Apple, Inc.	3,036,364		1,922,016
Fusion-io, Inc. (a)(d)	1,393,557		11,135
NetApp, Inc.	388,786		14,389
Nimble Storage, Inc. (d)	1,036,982		26,308
SanDisk Corp.	1,660,600		160,464
Stratasys Ltd. (a)	349,499		32,510
			2,166,822
TOTAL INFORMATION TECHNOLOGY			13,853,699
MATERIALS - 2.6%
Chemicals - 2.0%
CF Industries Holdings, Inc.	316,185		76,931
E.I. du Pont de Nemours & Co.	1,110,800		76,990
Eastman Chemical Co.	604,900		53,388
Metabolix, Inc. (a)(d)(e)	1,881,099		1,543
Monsanto Co.	4,072,871		496,279
Praxair, Inc.	304,100		40,214
The Dow Chemical Co.	857,800		44,709
The Mosaic Co.	677,200		33,853
			823,907
Construction Materials - 0.1%
CaesarStone Sdot-Yam Ltd.	1,043,327		47,132
Metals & Mining - 0.5%
Anglo American PLC (United Kingdom)	5,149,100		125,976
Barrick Gold Corp. (d)	497,900		8,082
Fortescue Metals Group Ltd.	9,804,540		40,239
Freeport-McMoRan Copper & Gold, Inc.	1,402,600		47,759
Nucor Corp.	146,600		7,422
			229,478
TOTAL MATERIALS			1,100,517
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.4%
Level 3 Communications, Inc. (a)	54,700		$ 2,388
Verizon Communications, Inc.	3,009,300		150,345
			152,733
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	1,273,100		43,706
TOTAL TELECOMMUNICATION SERVICES			196,439
TOTAL COMMON STOCKS (Cost $23,347,745)		41,285,016
Preferred Stocks - 0.9%

Convertible Preferred Stocks - 0.9%
CONSUMER DISCRETIONARY - 0.2%
Household Durables - 0.1%
Roku, Inc. 8.00% (a)(g)	17,901,305		20,407
Leisure Products - 0.1%
NJOY, Inc.:
Series C (g)	1,506,412		25,498
Series D (g)	424,747		7,189
			32,687
Media - 0.0%
Turn, Inc. Series E (g)	984,774		6,007
TOTAL CONSUMER DISCRETIONARY			59,101
HEALTH CARE - 0.4%
Biotechnology - 0.3%
Ariosa Diagnostics (a)(g)	422,235		6,811
Ariosa Diagnostics Series B (a)(g)	26,588		429
Intarcia Therapeutics, Inc. (a)(g)	1,051,411		34,055
Intarcia Therapeutics, Inc. Series DD (a)	1,543,687		50,000
Roka Bioscience, Inc. Series E, 8.00% (g)	7,841,600		9,332
			100,627
Health Care Providers & Services - 0.0%
Sage Therapeutics, Inc. Series C (g)	2,317,434		9,813
Life Sciences Tools & Services - 0.0%
Penumbra, Inc. (g)	1,128,787		14,178
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
HEALTH CARE - continued
Pharmaceuticals - 0.1%
aTyr Pharma, Inc. 8.00% (a)(g)	7,513,149		$ 19,001
Kolltan Pharmaceuticals, Inc. Series D (g)	7,940,644		7,941
			26,942
TOTAL HEALTH CARE			151,560
INDUSTRIALS - 0.1%
Airlines - 0.1%
Azul-Linhas Aereas Brasileiras Series B (g)	1,017,079		45,399
Commercial Services & Supplies - 0.0%
Domo, Inc. Series D (g)	2,990,903		13,220
TOTAL INDUSTRIALS			58,619
INFORMATION TECHNOLOGY - 0.2%
Internet Software & Services - 0.0%
New Relic, Inc. Series F (g)	400,974		11,602
Software - 0.1%
Apptio, Inc. Series E, 8.00% (g)	881,266		20,622
Cloudera, Inc. Series F (g)	529,285		7,865
MongoDB, Inc. Series F, 8.00% (g)	1,913,404		23,688
			52,175
Technology Hardware, Storage & Peripherals - 0.1%
Pure Storage, Inc.:
Series E (g)	1,004,190		15,792
Series F (g)	473,649		7,449
			23,241
TOTAL INFORMATION TECHNOLOGY			87,018
TOTAL CONVERTIBLE PREFERRED STOCKS			356,298
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Biotechnology - 0.0%
Moderna LLC Series D, 8.00% (g)	468,823		10,000
Pharmaceuticals - 0.0%
Equilibrate Asia Therapeutics Series D (a)(g)	7,960,663		130
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - continued
HEALTH CARE - continued
Pharmaceuticals - continued
Equilibrate Worldwide Therapeutics Series D (a)(g)	7,960,663		$ 320
Neuropathic Worldwide Therapeutics Series D (a)(g)	7,960,663		60
Oculus Worldwide Therapeutics Series D (a)(g)	7,960,663		100
Orchestrate U.S. Therapeutics, Inc. Series D (a)(g)	7,960,663		140
Orchestrate Worldwide Therapeutics Series D (a)(g)	7,960,663		250
			1,000
TOTAL HEALTH CARE			11,000
TOTAL PREFERRED STOCKS (Cost $327,418)		367,298
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.10% (b)	24,201,403		24,201
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	826,652,586		826,653
TOTAL MONEY MARKET FUNDS (Cost $850,854)		850,854
TOTAL INVESTMENT PORTFOLIO - 101.8% (Cost $24,526,017)			42,503,168
NET OTHER ASSETS (LIABILITIES) - (1.8)%			(764,522)
NET ASSETS - 100%		$ 41,738,646

Legend

(a) Non-income producing

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

(e) Affiliated company

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Apptio, Inc. Series E, 8.00%	5/3/13	$ 20,000
Ariosa Diagnostics	11/30/11 - 3/1/13	$ 5,101
Ariosa Diagnostics Series B	3/1/13	$ 321
aTyr Pharma, Inc. 8.00%	4/8/13	$ 19,001
Azul-Linhas Aereas Brasileiras Series B	12/24/13	$ 43,140
Azul-Linhas Aereas Brasileiras warrants	12/24/13	$ 0
C. Wonder LLC	12/27/12 - 6/25/13	$ 19,500
Cloudera, Inc. Series F	2/5/14	$ 7,706
Concert Pharmaceuticals, Inc.	4/25/08 - 2/9/09	$ 10,151
Security	Acquisition Date	Acquisition Cost (000s)
Domo, Inc. Series D	1/24/14	$ 12,362
Dropbox, Inc.	5/2/12	$ 10,000
Equilibrate Asia Therapeutics Series D	5/17/13	$ 130
Equilibrate Worldwide Therapeutics Series D	5/17/13	$ 320
Intarcia Therapeutics, Inc.	11/14/12	$ 14,331
Kolltan Pharmaceuticals, Inc. Series D	3/13/14	$ 7,941
Moderna LLC Series D, 8.00%	11/6/13	$ 10,000
MongoDB, Inc. Series F, 8.00%	10/2/13	$ 32,000
Neuropathic Worldwide Therapeutics Series D	5/17/13	$ 60
New Relic, Inc. Series F	4/17/14	$ 11,602
NJOY, Inc. Series C	6/7/13	$ 12,176
NJOY, Inc. Series D	2/14/14	$ 7,189
Oculus Worldwide Therapeutics Series D	5/17/13	$ 100
Orchestrate U.S. Therapeutics, Inc. Series D	5/17/13	$ 140
Orchestrate Worldwide Therapeutics Series D	5/17/13	$ 250
Penumbra, Inc.	5/16/14	$ 14,900
Security	Acquisition Date	Acquisition Cost (000s)
Pure Storage, Inc. Series E	8/22/13	$ 6,961
Pure Storage, Inc. Series F	4/17/14	$ 7,449
Roka Bioscience, Inc. Series E, 8.00%	11/20/13	$ 10,000
Roku, Inc. 8.00%	5/7/13 - 5/28/13	$ 16,212
Sage Therapeutics, Inc. Series C	3/11/14	$ 9,813
Tory Burch LLC	12/31/12	$ 17,505
Turn, Inc. Series E	12/30/13	$ 8,213

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	$ 37
Fidelity Securities Lending Cash Central Fund	3,692
Total	$ 3,729

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACADIA Pharmaceuticals, Inc.	$ 126,711	$ 17,825	$ 8,349*	$ -	$ 118,848
Alkermes PLC	461,129	8,914	60,778*	-	472,431
Alnylam Pharmaceuticals, Inc.	267,636	81,947	42,495*	-	309,121
Applied Micro Circuits Corp.	75,923	10,477	8,144*	-	56,300
Bluebird Bio, Inc.	15,225	20,593	5,203*	-	46,252
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Buffalo Wild Wings, Inc.	$ 207,977	$ -	$ 24,886*	$ -	$ 175,247
Cavium, Inc.	95,096	35,154	12,598*	-	152,448
Chimerix, Inc.	28,304	10,795	4,628*	-	42,540
Chuy's Holdings, Inc.	48,767	10,397	6,324*	-	49,042
Clovis Oncology, Inc.	129,011	-	18,306*	-	97,104
Cree, Inc.	435,909	24,740	56,820*	-	349,072
Cypress Semiconductor Corp.	75,923	2,232	19,009*	-	-
Endocyte, Inc.	33,849	33,960	4,452*	-	24,564
Exelixis, Inc.	86,258	8,439	11,517*	-	47,924
Fate Therapeutics, Inc.	7,695	-	77*	-	10,593
Genmark Diagnostics, Inc.	21,502	6,343	3,286*	-	23,107
Herbalife Ltd.	491,900	-	81,875*	1,921	377,603
Home Inns & Hotels Management, Inc. sponsored ADR	92,155	32,131	11,248*	-	-
ICG Group, Inc.	53,700	22,843	7,804*	-	74,415
ImmunoGen, Inc.	100,929	1,226	14,949*	-	70,776
Immunomedics, Inc.	26,905	-	3,367*	-	18,375
Infinera Corp.	89,181	-	10,724*	-	76,502
Insulet Corp.	129,870	30,374	20,887*	-	134,861
Intra-Cellular Therapies, Inc.	6,347	19,293	-	-	31,517
Ironwood Pharmaceuticals, Inc. Class A	57,132	36,825	9,702*	-	99,491
Isis Pharmaceuticals, Inc.	364,073	29,372	49,972*	-	260,029
K12, Inc.	50,231	-	51,911*	-	-
Kate Spade & Co.	-	85,673	17,378*	-	277,530
Lexicon Pharmaceuticals, Inc.	101,884	3,649	8,879*	-	51,961
lululemon athletica, Inc.	713,512	7,532	56,384*	-	410,030
Lumber Liquidators Holdings, Inc.	227,898	-	27,218*	-	154,386
Marketo, Inc.	1,624	77,114	648*	-	55,382
Merrimack Pharmaceuticals, Inc.	34,238	4,599	-	-	75,263
Metabolix, Inc.	2,378	-	327*	-	1,543
NPS Pharmaceuticals, Inc.	223,552	18,641	32,258*	-	250,856
NVIDIA Corp.	712,918	60,145	92,965*	7,361	826,125
PrivateBancorp, Inc.	120,452	-	14,506*	85	-
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Prothena Corp. PLC	$ 49,476	$ 1,663	$ 6,804*	$ -	$ 33,446
Questcor Pharmaceuticals, Inc.	200,784	-	260,315*	1,173	-
Rambus, Inc.	81,444	-	23,423*	-	84,969
Regulus Therapeutics, Inc.	21,331	-	3,461*	-	20,221
Rigel Pharmaceuticals, Inc.	17,567	-	4,453*	-	17,287
salesforce.com, Inc.	1,775,374	1,969	237,054*	-	-
Seattle Genetics, Inc.	404,948	3,836	53,977*	-	293,857
Silicon Laboratories, Inc.	143,012	19,337	21,989*	-	164,010
SodaStream International Ltd.	98,537	-	71,608*	-	-
Transition Therapeutics, Inc.	11,180	2,366	1,644*	-	10,397
Total	$ 8,521,447	$ 730,404	$ 1,484,602	$ 10,540	$ 5,845,425

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

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 5,753,511	$ 5,642,236	$ 9,563	$ 101,712
Consumer Staples	4,803,589	4,780,881	22,708	-
Energy	2,444,780	2,444,780	-	-
Financials	1,413,924	1,413,924	-	-
Health Care	8,357,291	8,144,095	50,636	162,560
Industrials	3,641,546	3,582,927	-	58,619
Information Technology	13,940,717	13,832,591	-	108,126
Materials	1,100,517	974,541	125,976	-
Telecommunication Services	196,439	196,439	-	-
Money Market Funds	850,854	850,854	-	-
Total Investments in Securities:	$ 42,503,168	$ 41,863,268	$ 208,883	$ 431,017

Valuation Inputs at Reporting Date:

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:
Beginning Balance	$ 230,902
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	48,617
Cost of Purchases	180,495
Proceeds of Sales	(22,500)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	(6,497)
Ending Balance	$ 431,017
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2014	$ 49,760

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $797,537) - See accompanying schedule: Unaffiliated issuers (cost $19,569,617)	$ 35,806,889
Fidelity Central Funds (cost $850,854)	850,854
Other affiliated issuers (cost $4,105,546)	5,845,425
Total Investments (cost $24,526,017)		$ 42,503,168
Cash		1,205
Foreign currency held at value (cost $59)		51
Receivable for investments sold		127,182
Receivable for fund shares sold		33,733
Dividends receivable		35,588
Distributions receivable from Fidelity Central Funds		493
Prepaid expenses		21
Receivable from investment adviser for expense reductions		1
Other receivables		1,786
Total assets		42,703,228

Liabilities
Payable for investments purchased	$ 83,329
Payable for fund shares redeemed	29,253
Accrued management fee	19,731
Other affiliated payables	3,980
Other payables and accrued expenses	1,636
Collateral on securities loaned, at value	826,653
Total liabilities		964,582

Net Assets		$ 41,738,646
Net Assets consist of:
Paid in capital		$ 19,958,422
Undistributed net investment income		31,877
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		3,771,201
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		17,977,146
Net Assets		$ 41,738,646

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Growth Company: Net Asset Value, offering price and redemption price per share ($23,372,872 ÷ 190,562 shares)		$ 122.65

Class K: Net Asset Value, offering price and redemption price per share ($18,365,774 ÷ 149,875 shares)		$ 122.54

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)

Investment Income
Dividends (including $10,540 earned from other affiliated issuers)		$ 199,788
Income from Fidelity Central Funds		3,729
Total income		203,517

Expenses
Management fee Basic fee	$ 120,256
Performance adjustment	24,040
Transfer agent fees	23,175
Accounting and security lending fees	1,251
Custodian fees and expenses	467
Independent trustees' compensation	90
Registration fees	230
Audit	75
Legal	67
Interest	6
Miscellaneous	178
Total expenses before reductions	169,835
Expense reductions	(80)	169,755
Net investment income (loss)		33,762
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,094,038
Other affiliated issuers	739,312
Foreign currency transactions	265
Total net realized gain (loss)		3,833,615
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,276,317)
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		(1,276,318)
Net gain (loss)		2,557,297
Net increase (decrease) in net assets resulting from operations		$ 2,591,059

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 33,762	$ 156,584
Net realized gain (loss)	3,833,615	9,289,575
Change in net unrealized appreciation (depreciation)	(1,276,318)	4,216,509
Net increase (decrease) in net assets resulting from operations	2,591,059	13,662,668
Distributions to shareholders from net investment income	(103,830)	(116,883)
Distributions to shareholders from net realized gain	(3,129,839)	(1,086,760)
Total distributions	(3,233,669)	(1,203,643)
Share transactions - net increase (decrease)	(2,506,124)	(10,274,981)
Total increase (decrease) in net assets	(3,148,734)	2,184,044

Net Assets
Beginning of period	44,887,380	42,703,336
End of period (including undistributed net investment income of $31,877 and undistributed net investment income of $101,945, respectively)	$ 41,738,646	$ 44,887,380

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

Semiannual Report

Financial Highlights - Growth Company

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 124.69	$ 95.80	$ 85.29	$ 79.40	$ 65.75	$ 47.24
Income from Investment Operations
Net investment income (loss) ^D	.06	.29	.15	.09	.01	.15
Net realized and unrealized gain (loss)	6.77	31.23	13.12	5.80	13.76	18.44
Total from investment operations	6.83	31.52	13.27	5.89	13.77	18.59
Distributions from net investment income	(.21)	(.19)	(.05)	- ^H	(.12)	(.08)
Distributions from net realized gain	(8.67)	(2.44)	(2.71)	-	(.01)	-
Total distributions	(8.87) ^J	(2.63)	(2.76)	- ^H	(.12) ^K	(.08)
Net asset value, end of period	$ 122.65	$ 124.69	$ 95.80	$ 85.29	$ 79.40	$ 65.75
Total Return ^{B, C}	5.88%	33.85%	16.24%	7.42%	20.98%	39.41%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.83% ^A	.83%	.90%	.84%	.89%	.93%
Expenses net of fee waivers, if any	.83% ^A	.83%	.90%	.84%	.89%	.93%
Expenses net of all reductions	.83% ^A	.83%	.90%	.84%	.89%	.93%
Net investment income (loss)	.10% ^A	.27%	.16%	.10%	.02%	.27%
Supplemental Data
Net assets, end of period (in millions)	$ 23,373	$ 22,936	$ 22,952	$ 24,665	$ 27,742	$ 27,204
Portfolio turnover rate ^F	14% ^{A, I}	26%	33%	36%	36%	64%

^A Annualized

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

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

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

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

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

^H Amount represents less than $.01 per share.

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

^J Total distributions of $8.87 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $8.666 per share.

^K Total distributions of $.12 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 124.68	$ 95.82	$ 85.35	$ 79.48	$ 65.82	$ 47.29
Income from Investment Operations
Net investment income (loss) ^D	.13	.42	.27	.21	.13	.27
Net realized and unrealized gain (loss)	6.77	31.21	13.10	5.80	13.78	18.44
Total from investment operations	6.90	31.63	13.37	6.01	13.91	18.71
Distributions from net investment income	(.37)	(.34)	(.19)	(.14)	(.24)	(.18)
Distributions from net realized gain	(8.67)	(2.44)	(2.71)	-	(.01)	-
Total distributions	(9.04)	(2.77) ^I	(2.90)	(.14)	(.25)	(.18)
Net asset value, end of period	$ 122.54	$ 124.68	$ 95.82	$ 85.35	$ 79.48	$ 65.82
Total Return ^{B, C}	5.94%	34.02%	16.38%	7.57%	21.20%	39.70%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.72% ^A	.71%	.77%	.70%	.72%	.72%
Expenses net of fee waivers, if any	.72% ^A	.71%	.77%	.70%	.72%	.72%
Expenses net of all reductions	.72% ^A	.71%	.77%	.70%	.72%	.72%
Net investment income (loss)	.22% ^A	.39%	.29%	.24%	.18%	.48%
Supplemental Data
Net assets, end of period (in millions)	$ 18,366	$ 21,951	$ 15,454	$ 10,568	$ 6,571	$ 4,050
Portfolio turnover rate ^F	14% ^{A, H}	26%	33%	36%	36%	64%

^A Annualized

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

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

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

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

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

^I Total distributions of $2.77 per share is comprised of distributions from net investment income of $.336 and distributions from net realized gain of $2.438 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Growth Company Fund (the Fund) is a fund of Fidelity Mt. Vernon Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Fund is currently closed to most new accounts. 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 Growth Company and Class K shares, each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013 and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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 05/31/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 74,719	Last transaction price	Transaction price	$0.00 - $71.14 / $45.28	Increase
		Market comparable	EV/EBITDA multiple	11.1%	Decrease
		Net present value	Discount rate	20.0%	Decrease
Preferred Stocks	$ 356,298	Discounted cash flow	Discount rate	20.0%	Decrease
		Last transaction price	Transaction price	$1.00 - $100.00 / $35.47	Increase
		Market comparable	EV/Sales multiple	1.6% - 9.7% / 5.2%	Decrease

* 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 May 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 18,837,944
Gross unrealized depreciation	(889,865)
Net unrealized appreciation (depreciation) on securities and other investments	$ 17,948,079

Tax cost	$ 24,555,089

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $3,012,547 and $3,399,669, respectively.

Redemptions In-Kind. During the period, 43,525 shares of the Fund held by unaffiliated entities were redeemed in kind for cash and investments, including accrued interest, with a value of $5,310,410. The net realized gain of $3,046,481 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 11: 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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Growth Company as compared to its benchmark index, the Russell 3000 Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .66% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

	Amount	% of Average Net Assets*
Growth Company	$ 18,595	.16
Class K	4,580	.05
	$ 23,175

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

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	$ 41,699	.32%	$ 6

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 $43 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $19,067. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees

Semiannual Report

7. Security Lending - continued

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 $3,692, including $338 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $8,014. The weighted average interest rate was .59%. The interest expense amounted to two hundred and sixty-three dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $70.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2014	Year ended November 30, 2013 ^A
From net investment income
Growth Company	$ 37,937	$ 45,546
Class K	65,893	54,208
Class F	-	17,129
Total	$ 103,830	$ 116,883
From net realized gain
Growth Company	$ 1,596,300	$ 581,969
Class K	1,533,539	394,416
Class F	-	110,375
Total	$ 3,129,839	$ 1,086,760

^A All Class F shares were redeemed on November 19, 2013.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2014	Year ended November 30, 2013 ^A	Six months ended May 31, 2014	Year ended November 30, 2013 ^A
Growth Company
Shares sold	12,497	29,906	$ 1,512,783	$ 3,214,134
Reinvestment of distributions	13,474	6,560	1,574,166	609,199
Shares redeemed	(19,362) ^C	(92,101) ^B	(2,347,417) ^C	(10,206,119) ^B
Net increase (decrease)	6,609	(55,635)	$ 739,532	$ (6,382,786)
Class K
Shares sold	18,572	44,824	$ 2,256,357	$ 4,751,396
Reinvestment of distributions	13,711	4,837	1,599,432	448,624
Shares redeemed	(58,466) ^C	(34,879)	(7,101,445) ^C	(3,700,595)
Net increase (decrease)	(26,183)	14,782	$ (3,245,656)	$ 1,499,425
Class F
Shares sold	-	7,178	$ -	$ 760,652
Reinvestment of distributions	-	1,375	-	127,504
Shares redeemed	-	(53,394) ^B	-	(6,279,776) ^B
Net increase (decrease)	-	(44,841)	$ -	$ (5,391,620)

^A All Class F shares were redeemed on November 19, 2013.

^B Amount includes in-kind redemptions.

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

12. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ang11526
1-800-544-5555

Automated line for quickest service

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

GCF-USAN-0714
1.786812.111

Fidelity®

Growth Company

Fund -
Class K

Semiannual Report

May 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2013 to May 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value December 1, 2013	Ending Account Value May 31, 2014	Expenses Paid During Period* December 1, 2013 to May 31, 2014
Growth Company	.83%
Actual		$ 1,000.00	$ 1,058.80	$ 4.26
Hypothetical^A		$ 1,000.00	$ 1,020.79	$ 4.18
Class K	.72%
Actual		$ 1,000.00	$ 1,059.40	$ 3.70
Hypothetical^A		$ 1,000.00	$ 1,021.34	$ 3.63

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.6	4.4
salesforce.com, Inc.	3.8	4.0
Google, Inc. Class A	2.5	4.6
Google, Inc. Class C	2.4	0.0
Facebook, Inc. Class A	2.2	1.7
Regeneron Pharmaceuticals, Inc.	2.0	2.2
NVIDIA Corp.	2.0	1.6
Gilead Sciences, Inc.	1.7	1.6
Alexion Pharmaceuticals, Inc.	1.5	1.2
Keurig Green Mountain, Inc.	1.3	0.9
	24.0
Top Five Market Sectors as of May 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.4	32.3
Health Care	20.0	20.1
Consumer Discretionary	13.8	16.2
Consumer Staples	11.5	11.3
Industrials	8.7	8.0

Asset Allocation (% of fund's net assets)
As of May 31, 2014 *			As of November 30, 2013 **
	Stocks 98.9%			Stocks 99.4%
	Convertible Securities 0.9%			Convertible Securities 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 0.2%			Short-Term Investments and Net Other Assets (Liabilities) 0.3%
* Foreign investments		7.6%	** Foreign investments		9.2%

ang11603

Semiannual Report

Investments May 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.6%
Auto Components - 0.1%
Johnson Controls, Inc.	608,800		$ 29,442
Automobiles - 0.4%
Ford Motor Co.	2,125,900		34,950
Tesla Motors, Inc. (a)(d)	597,500		124,143
			159,093
Hotels, Restaurants & Leisure - 3.9%
Buffalo Wild Wings, Inc. (a)(e)	1,212,700		175,247
China Lodging Group Ltd. ADR (a)	379,800		9,533
Chipotle Mexican Grill, Inc. (a)	319,700		174,905
Chuy's Holdings, Inc. (a)(e)	1,501,142		49,042
Domino's Pizza, Inc.	28,900		2,094
Dunkin' Brands Group, Inc.	2,275,340		101,844
Home Inns & Hotels Management, Inc. sponsored ADR (a)	2,807,822		88,474
Hyatt Hotels Corp. Class A (a)	941,740		57,597
Las Vegas Sands Corp.	1,471,600		112,607
McDonald's Corp.	2,224,200		225,601
Multimedia Games Holding Co., Inc. (a)	608,842		17,504
Panera Bread Co. Class A (a)	172,300		26,467
Royal Caribbean Cruises Ltd.	110,900		6,132
Starbucks Corp.	4,161,400		304,781
Starwood Hotels & Resorts Worldwide, Inc.	1,966,800		157,049
Yum! Brands, Inc.	1,530,900		118,354
			1,627,231
Household Durables - 0.1%
Lennar Corp. Class A	599,977		24,539
Tempur Sealy International, Inc. (a)	472,700		25,980
			50,519
Internet & Catalog Retail - 2.3%
Amazon.com, Inc. (a)	1,517,701		474,357
Ctrip.com International Ltd. sponsored ADR (a)	614,100		34,033
JD.com, Inc. sponsored ADR	307,900		7,698
Netflix, Inc. (a)	182,900		76,421
priceline.com, Inc. (a)	261,968		334,960
TripAdvisor, Inc. (a)	283,400		27,538
			955,007
Media - 1.2%
AMC Networks, Inc. Class A (a)	65,800		4,072
CBS Corp. Class B	99,300		5,919
Comcast Corp. Class A	7,915,800		413,205
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Lions Gate Entertainment Corp. (d)	360,092		$ 9,409
Twenty-First Century Fox, Inc. Class A	1,627,000		57,612
			490,217
Multiline Retail - 0.4%
Dollar General Corp. (a)	342,900		18,441
Dollar Tree, Inc. (a)	824,800		43,739
Nordstrom, Inc.	586,500		39,917
Ryohin Keikaku Co. Ltd.	87,800		9,563
Target Corp.	1,362,389		77,329
			188,989
Specialty Retail - 1.9%
AutoNation, Inc. (a)	712,900		40,756
Bed Bath & Beyond, Inc. (a)	411,100		25,015
CarMax, Inc. (a)	2,160,321		95,724
Five Below, Inc. (a)(d)	1,985,616		71,879
Home Depot, Inc.	3,973,400		318,786
L Brands, Inc.	951,300		54,595
Lumber Liquidators Holdings, Inc. (a)(d)(e)	1,987,467		154,386
Restoration Hardware Holdings, Inc. (a)	251,500		16,720
Tiffany & Co., Inc.	165,000		16,403
Urban Outfitters, Inc. (a)	472,700		15,845
			810,109
Textiles, Apparel & Luxury Goods - 3.3%
C. Wonder LLC (a)(f)(g)	619,048		19,500
Fossil Group, Inc. (a)	380,300		39,840
Kate Spade & Co. (a)(e)	7,622,365		277,530
lululemon athletica, Inc. (a)(d)(e)	9,187,310		410,030
Michael Kors Holdings Ltd. (a)	1,023,022		96,553
Moncler SpA	28,600		522
NIKE, Inc. Class B	3,075,300		236,521
Prada SpA	3,139,400		23,486
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	3,233,536		143,892
Tory Burch LLC (a)(f)(g)	324,840		23,111
Under Armour, Inc. Class A (sub. vtg.) (a)	1,056,900		53,680
VF Corp.	938,400		59,138
			1,383,803
TOTAL CONSUMER DISCRETIONARY			5,694,410
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 11.5%
Beverages - 2.4%
Dr. Pepper Snapple Group, Inc.	463,900		$ 26,767
Monster Beverage Corp. (a)	4,296,406		298,085
PepsiCo, Inc.	2,506,140		221,367
SABMiller PLC	994,439		55,190
The Coca-Cola Co.	9,924,600		406,015
			1,007,424
Food & Staples Retailing - 1.7%
Costco Wholesale Corp.	1,574,300		182,650
CVS Caremark Corp.	893,100		69,948
Drogasil SA	3,281,873		27,834
Kroger Co.	1,386,225		66,178
Sprouts Farmers Market LLC	1,211,400		32,829
Wal-Mart Stores, Inc.	2,621,014		201,215
Walgreen Co.	1,505,000		108,225
Whole Foods Market, Inc.	1,327,900		50,779
			739,658
Food Products - 3.7%
Archer Daniels Midland Co.	4,001,300		179,818
Associated British Foods PLC	1,343,400		67,960
Bunge Ltd.	2,915,200		226,540
Campbell Soup Co. (d)	267,600		12,283
General Mills, Inc.	818,000		44,933
Kellogg Co.	707,600		48,810
Keurig Green Mountain, Inc.	4,949,853		558,244
Kraft Foods Group, Inc.	377,200		22,428
Mead Johnson Nutrition Co. Class A	2,181,700		195,197
Mondelez International, Inc.	428,900		16,135
The Hain Celestial Group, Inc. (a)	99,000		8,981
The Hershey Co.	597,400		58,151
Tyson Foods, Inc. Class A	1,532,300		65,061
Want Want China Holdings Ltd.	20,529,000		28,650
			1,533,191
Household Products - 0.8%
Church & Dwight Co., Inc.	502,100		34,760
Colgate-Palmolive Co.	1,803,600		123,366
Kimberly-Clark Corp.	471,700		52,995
Procter & Gamble Co.	1,426,783		115,270
			326,391
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 1.0%
Herbalife Ltd. (e)	5,824,510		$ 377,603
Nu Skin Enterprises, Inc. Class A	388,600		28,694
			406,297
Tobacco - 1.9%
Altria Group, Inc.	4,560,380		189,529
Japan Tobacco, Inc.	668,500		22,708
Lorillard, Inc.	2,726,200		169,488
Philip Morris International, Inc.	4,618,280		408,903
			790,628
TOTAL CONSUMER STAPLES			4,803,589
ENERGY - 5.9%
Energy Equipment & Services - 1.3%
Carbo Ceramics, Inc. (d)	103,800		14,280
FMC Technologies, Inc. (a)	1,288,900		74,834
Halliburton Co.	2,500,300		161,619
Schlumberger Ltd.	2,722,197		283,217
			533,950
Oil, Gas & Consumable Fuels - 4.6%
Anadarko Petroleum Corp.	1,617,994		166,427
Cabot Oil & Gas Corp.	1,676,800		60,767
Chesapeake Energy Corp.	2,346,700		67,397
Concho Resources, Inc. (a)	1,491,900		196,632
Continental Resources, Inc. (a)(d)	2,133,150		299,409
Devon Energy Corp.	645,200		47,680
EOG Resources, Inc.	2,338,500		247,413
Hess Corp.	836,600		76,382
Kosmos Energy Ltd. (a)	1,564,200		16,393
Noble Energy, Inc.	1,260,966		90,878
Occidental Petroleum Corp.	655,100		65,307
PDC Energy, Inc. (a)	1,143,900		73,427
Peabody Energy Corp.	662,400		10,704
Pioneer Natural Resources Co.	1,557,707		327,368
Range Resources Corp.	539,389		50,136
Southwestern Energy Co. (a)	564,500		25,668
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Valero Energy Corp.	1,322,000		$ 74,098
Whiting Petroleum Corp. (a)	205,200		14,744
			1,910,830
TOTAL ENERGY			2,444,780
FINANCIALS - 3.4%
Banks - 1.0%
Bank of America Corp.	2,275,100		34,445
Citigroup, Inc.	499,380		23,756
HDFC Bank Ltd. sponsored ADR	2,053,400		92,465
JPMorgan Chase & Co.	1,436,800		79,843
PrivateBancorp, Inc.	3,848,526		102,794
Signature Bank (a)	444,985		51,538
Wells Fargo & Co.	652,200		33,119
			417,960
Capital Markets - 1.4%
BlackRock, Inc. Class A	601,400		183,367
Charles Schwab Corp.	7,118,075		179,447
Evercore Partners, Inc. Class A	508,800		28,004
Franklin Resources, Inc.	99,000		5,466
ICG Group, Inc. (a)(e)	3,851,687		74,415
Morgan Stanley	2,346,400		72,410
T. Rowe Price Group, Inc.	670,900		54,698
			597,807
Consumer Finance - 0.7%
American Express Co.	1,343,548		122,935
Discover Financial Services	2,533,144		149,785
			272,720
Diversified Financial Services - 0.1%
BM&F BOVESPA SA	9,731,397		47,695
Real Estate Investment Trusts - 0.1%
American Tower Corp.	311,800		27,947
Real Estate Management & Development - 0.1%
The St. Joe Co. (a)(d)	2,115,335		49,795
TOTAL FINANCIALS			1,413,924
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 19.6%
Biotechnology - 13.7%
ACADIA Pharmaceuticals, Inc. (a)(e)	5,755,329		$ 118,848
Aegerion Pharmaceuticals, Inc. (a)	150,891		4,957
Agios Pharmaceuticals, Inc. (d)	1,441,367		50,678
Alexion Pharmaceuticals, Inc. (a)	3,626,560		603,169
Alkermes PLC (a)(e)	10,312,839		472,431
Alnylam Pharmaceuticals, Inc. (a)(e)	5,213,717		309,121
Amgen, Inc.	2,761,900		320,353
Array BioPharma, Inc. (a)	2,675,270		11,236
Biogen Idec, Inc. (a)	1,186,100		378,805
Bluebird Bio, Inc. (d)(e)	2,000,500		46,252
Celgene Corp. (a)	1,012,144		154,888
Celldex Therapeutics, Inc. (a)	2,155,049		31,485
Cepheid, Inc. (a)	2,198,355		99,036
Chimerix, Inc. (a)(e)	2,305,700		42,540
Clovis Oncology, Inc. (a)(e)	1,896,200		97,104
Concert Pharmaceuticals, Inc. (g)	740,922		5,895
Dicerna Pharmaceuticals, Inc.	872,050		14,092
Eleven Biotherapeutics, Inc.	657,400		7,100
Exelixis, Inc. (a)(d)(e)	14,478,667		47,924
Fate Therapeutics, Inc. (e)	1,515,387		10,593
Genocea Biosciences, Inc.	505,757		9,589
Gilead Sciences, Inc. (a)	8,539,900		693,525
ImmunoGen, Inc. (a)(d)(e)	5,987,820		70,776
Immunomedics, Inc. (a)(d)(e)	5,518,050		18,375
Infinity Pharmaceuticals, Inc. (a)	822,700		8,309
Intercept Pharmaceuticals, Inc. (a)	30,623		7,246
InterMune, Inc. (a)	526,517		20,861
Intrexon Corp. (d)	1,186,175		25,016
Ironwood Pharmaceuticals, Inc. Class A (a)(e)	6,947,720		99,491
Isis Pharmaceuticals, Inc. (a)(d)(e)	8,898,997		260,029
Lexicon Pharmaceuticals, Inc. (a)(d)(e)	39,364,127		51,961
Merrimack Pharmaceuticals, Inc. (a)(d)(e)	9,686,321		75,263
Momenta Pharmaceuticals, Inc. (a)	1,213,400		15,034
NPS Pharmaceuticals, Inc. (a)(e)	8,058,331		250,856
Prothena Corp. PLC (a)(e)	1,606,418		33,446
Regeneron Pharmaceuticals, Inc. (a)	2,768,423		849,795
Regulus Therapeutics, Inc. (a)(d)(e)	3,004,581		20,221
Rigel Pharmaceuticals, Inc. (a)(e)	5,254,540		17,287
Seattle Genetics, Inc. (a)(d)(e)	8,806,030		293,857
Synageva BioPharma Corp. (a)	427,800		34,716
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Transition Therapeutics, Inc. (a)(e)	2,042,620		$ 10,397
Ultragenyx Pharmaceutical, Inc.	2,200		83
uniQure B.V.	54,100		468
Versartis, Inc. (d)	64,200		1,919
Versartis, Inc.	611,594		16,452
Vertex Pharmaceuticals, Inc. (a)	424,267		30,658
			5,742,137
Health Care Equipment & Supplies - 0.9%
Abbott Laboratories	796,600		31,872
Align Technology, Inc. (a)	295,156		16,118
Baxter International, Inc.	1,077,700		80,192
DexCom, Inc. (a)	400,300		13,514
Genmark Diagnostics, Inc. (a)(e)	2,098,753		23,107
Insulet Corp. (a)(e)	3,681,700		134,861
Intuitive Surgical, Inc. (a)	114,193		42,222
Novadaq Technologies, Inc. (a)	296,100		4,314
St. Jude Medical, Inc.	566,300		36,753
			382,953
Health Care Providers & Services - 1.0%
Apollo Hospitals Enterprise Ltd.	720,000		11,041
Catamaran Corp. (a)	639,128		28,157
Community Health Systems, Inc. (a)	537,600		22,456
Express Scripts Holding Co. (a)	648,503		46,349
HCA Holdings, Inc. (a)	668,900		35,445
McKesson Corp.	1,080,300		204,868
Phoenix Healthcare Group Ltd. (a)	506,500		712
UnitedHealth Group, Inc.	649,500		51,720
			400,748
Health Care Technology - 0.7%
athenahealth, Inc. (a)(d)	973,200		123,509
Castlight Health, Inc.	2,070,648		28,289
Castlight Health, Inc. Class B (d)	366,146		5,558
Cerner Corp. (a)	2,200,500		118,937
			276,293
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	640,738		101,397
Pharmaceuticals - 3.1%
AbbVie, Inc.	1,544,200		83,896
Actavis PLC (a)	492,205		104,121
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Allergan, Inc.	1,391,800		$ 233,071
Auxilium Pharmaceuticals, Inc. (a)	1,724,700		38,599
Bristol-Myers Squibb Co.	3,690,200		183,551
Endocyte, Inc. (a)(d)(e)	3,880,515		24,564
Hospira, Inc. (a)	3,039,900		149,472
Intra-Cellular Therapies, Inc. (e)	2,080,304		31,517
Jazz Pharmaceuticals PLC (a)	601,200		85,286
Johnson & Johnson	61,000		6,189
Mylan, Inc. (a)	1,291,100		64,348
Teva Pharmaceutical Industries Ltd. sponsored ADR	395,400		19,964
Valeant Pharmaceuticals International (Canada) (a)	2,031,061		266,625
			1,291,203
TOTAL HEALTH CARE			8,194,731
INDUSTRIALS - 8.6%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	2,767,100		257,755
Lockheed Martin Corp.	847,000		138,612
The Boeing Co.	1,096,000		148,234
United Technologies Corp.	2,833,800		329,344
			873,945
Air Freight & Logistics - 0.5%
FedEx Corp.	141,400		20,384
United Parcel Service, Inc. Class B	1,613,500		167,610
XPO Logistics, Inc. (a)(d)	1,059,924		26,636
			214,630
Airlines - 2.2%
American Airlines Group, Inc.	1,289,100		51,770
Azul-Linhas Aereas Brasileiras warrants (g)	1,017,079		0
Delta Air Lines, Inc.	3,523,400		140,619
JetBlue Airways Corp. (a)(d)	11,075,323		106,988
Ryanair Holdings PLC sponsored ADR (a)	689,100		39,182
Southwest Airlines Co.	7,645,515		202,224
Spirit Airlines, Inc. (a)	1,823,167		107,694
United Continental Holdings, Inc. (a)	5,751,400		255,190
			903,667
Building Products - 0.0%
A.O. Smith Corp.	59,100		2,918
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - 0.1%
Fluor Corp.	608,800		$ 45,709
Electrical Equipment - 0.7%
Eaton Corp. PLC	780,900		57,545
Emerson Electric Co.	1,514,000		101,029
Enphase Energy, Inc. (a)(d)	817,012		6,904
Lumenpulse, Inc. (a)	461,900		8,043
Rockwell Automation, Inc.	871,700		105,545
			279,066
Industrial Conglomerates - 0.9%
3M Co.	1,550,700		221,052
Danaher Corp.	2,063,900		161,872
			382,924
Machinery - 0.7%
Caterpillar, Inc.	663,100		67,789
Cummins, Inc.	876,100		133,982
Deere & Co.	607,200		55,358
Dover Corp.	70,600		6,155
Illinois Tool Works, Inc.	487,500		42,193
ITT Corp.	95,400		4,167
Xylem, Inc.	66,100		2,466
			312,110
Road & Rail - 1.4%
CSX Corp.	1,587,000		46,658
Hertz Global Holdings, Inc. (a)	106,300		3,138
Kansas City Southern	232,600		25,009
Union Pacific Corp.	2,474,800		493,153
			567,958
TOTAL INDUSTRIALS			3,582,927
INFORMATION TECHNOLOGY - 33.2%
Communications Equipment - 1.7%
F5 Networks, Inc. (a)	22,000		2,388
Infinera Corp. (a)(e)	8,406,828		76,502
Palo Alto Networks, Inc. (a)	33,500		2,509
QUALCOMM, Inc.	6,619,067		532,504
Riverbed Technology, Inc. (a)	459,690		9,341
ViaSat, Inc. (a)	1,698,329		92,100
			715,344
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.2%
Corning, Inc.	808,700		$ 17,225
Trimble Navigation Ltd. (a)	1,052,500		37,964
			55,189
Internet Software & Services - 8.8%
Akamai Technologies, Inc. (a)	1,340,400		72,837
Baidu.com, Inc. sponsored ADR (a)	83,100		13,795
Cornerstone OnDemand, Inc. (a)	31,200		1,254
Demandware, Inc. (a)	818,073		49,812
Dropbox, Inc. (a)(g)	1,105,082		21,108
eBay, Inc. (a)	2,752,100		139,614
Facebook, Inc. Class A (a)	14,757,001		934,118
Google, Inc.:
Class A (a)	1,794,878		1,026,042
Class C (a)	1,809,678		1,015,193
IAC/InterActiveCorp	155,900		10,322
LinkedIn Corp. (a)	275,900		44,169
Marketo, Inc. (e)	2,389,200		55,382
MercadoLibre, Inc. (d)	243,000		20,672
Naver Corp.	12,636		9,384
Opower, Inc.	68,300		1,137
Pandora Media, Inc. (a)	1,231,269		30,203
Qihoo 360 Technology Co. Ltd. ADR (a)	201,200		18,476
Rackspace Hosting, Inc. (a)	2,954,928		107,825
Tencent Holdings Ltd.	1,634,500		22,980
Wix.com Ltd. (a)	1,195,400		21,350
Yahoo!, Inc. (a)	355,761		12,327
Yandex NV (a)	615,500		19,167
Yelp, Inc. (a)	54,900		3,632
Youku Tudou, Inc. ADR (a)(d)	1,189,000		23,186
			3,673,985
IT Services - 3.1%
Cognizant Technology Solutions Corp. Class A (a)	1,444,032		70,194
IBM Corp.	1,536,500		283,269
MasterCard, Inc. Class A	4,749,100		363,069
QIWI PLC Class B sponsored ADR (d)	796,337		33,645
VeriFone Systems, Inc. (a)	3,754,700		123,192
Visa, Inc. Class A	1,996,700		428,951
			1,302,320
Semiconductors & Semiconductor Equipment - 5.9%
Applied Micro Circuits Corp. (a)(e)	6,255,552		56,300
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ARM Holdings PLC sponsored ADR	73,400		$ 3,391
ASML Holding NV	238,293		20,465
Broadcom Corp. Class A	2,130,000		67,883
Cavium, Inc. (a)(e)	3,112,460		152,448
Cree, Inc. (a)(d)(e)	7,254,208		349,072
Cypress Semiconductor Corp.	6,122,040		62,751
First Solar, Inc. (a)	4,409,363		272,410
Intel Corp.	447,300		12,220
KLA-Tencor Corp.	373,900		24,498
Marvell Technology Group Ltd.	1,406,510		21,899
MaxLinear, Inc. Class A (a)	1,450,903		13,726
Mellanox Technologies Ltd. (a)(d)	1,085,289		34,273
Micron Technology, Inc. (a)	109,400		3,128
NVIDIA Corp. (e)	43,480,284		826,125
Rambus, Inc. (a)(e)	7,022,200		84,969
Samsung Electronics Co. Ltd.	43,290		61,201
Silicon Laboratories, Inc. (a)(e)	3,634,980		164,010
Skyworks Solutions, Inc.	307,431		13,315
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2,012,500		41,377
Texas Instruments, Inc.	3,207,700		150,698
Xilinx, Inc.	615,900		28,923
			2,465,082
Software - 8.3%
Activision Blizzard, Inc.	6,350,832		131,970
Adobe Systems, Inc. (a)	2,204,136		142,255
Autodesk, Inc. (a)	695,300		36,413
Citrix Systems, Inc. (a)	388,677		24,086
Electronic Arts, Inc. (a)	1,850,552		65,010
FireEye, Inc. (d)	343,201		11,281
Fleetmatics Group PLC (a)	471,600		13,441
Guidewire Software, Inc. (a)	1,228,100		46,385
Intuit, Inc.	603,200		47,828
Microsoft Corp.	11,594,117		474,663
Oracle Corp.	5,007,300		210,407
Red Hat, Inc. (a)	7,126,386		357,174
salesforce.com, Inc. (a)	29,995,412		1,578,659
ServiceNow, Inc. (a)	4,124,300		215,742
Splunk, Inc. (a)	1,732,100		72,506
Tableau Software, Inc.	63,400		3,680
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
VMware, Inc. Class A (a)	159,533		$ 15,395
Zendesk, Inc.	1,756,100		28,062
			3,474,957
Technology Hardware, Storage & Peripherals - 5.2%
Apple, Inc.	3,036,364		1,922,016
Fusion-io, Inc. (a)(d)	1,393,557		11,135
NetApp, Inc.	388,786		14,389
Nimble Storage, Inc. (d)	1,036,982		26,308
SanDisk Corp.	1,660,600		160,464
Stratasys Ltd. (a)	349,499		32,510
			2,166,822
TOTAL INFORMATION TECHNOLOGY			13,853,699
MATERIALS - 2.6%
Chemicals - 2.0%
CF Industries Holdings, Inc.	316,185		76,931
E.I. du Pont de Nemours & Co.	1,110,800		76,990
Eastman Chemical Co.	604,900		53,388
Metabolix, Inc. (a)(d)(e)	1,881,099		1,543
Monsanto Co.	4,072,871		496,279
Praxair, Inc.	304,100		40,214
The Dow Chemical Co.	857,800		44,709
The Mosaic Co.	677,200		33,853
			823,907
Construction Materials - 0.1%
CaesarStone Sdot-Yam Ltd.	1,043,327		47,132
Metals & Mining - 0.5%
Anglo American PLC (United Kingdom)	5,149,100		125,976
Barrick Gold Corp. (d)	497,900		8,082
Fortescue Metals Group Ltd.	9,804,540		40,239
Freeport-McMoRan Copper & Gold, Inc.	1,402,600		47,759
Nucor Corp.	146,600		7,422
			229,478
TOTAL MATERIALS			1,100,517
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 0.5%
Diversified Telecommunication Services - 0.4%
Level 3 Communications, Inc. (a)	54,700		$ 2,388
Verizon Communications, Inc.	3,009,300		150,345
			152,733
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	1,273,100		43,706
TOTAL TELECOMMUNICATION SERVICES			196,439
TOTAL COMMON STOCKS (Cost $23,347,745)		41,285,016
Preferred Stocks - 0.9%

Convertible Preferred Stocks - 0.9%
CONSUMER DISCRETIONARY - 0.2%
Household Durables - 0.1%
Roku, Inc. 8.00% (a)(g)	17,901,305		20,407
Leisure Products - 0.1%
NJOY, Inc.:
Series C (g)	1,506,412		25,498
Series D (g)	424,747		7,189
			32,687
Media - 0.0%
Turn, Inc. Series E (g)	984,774		6,007
TOTAL CONSUMER DISCRETIONARY			59,101
HEALTH CARE - 0.4%
Biotechnology - 0.3%
Ariosa Diagnostics (a)(g)	422,235		6,811
Ariosa Diagnostics Series B (a)(g)	26,588		429
Intarcia Therapeutics, Inc. (a)(g)	1,051,411		34,055
Intarcia Therapeutics, Inc. Series DD (a)	1,543,687		50,000
Roka Bioscience, Inc. Series E, 8.00% (g)	7,841,600		9,332
			100,627
Health Care Providers & Services - 0.0%
Sage Therapeutics, Inc. Series C (g)	2,317,434		9,813
Life Sciences Tools & Services - 0.0%
Penumbra, Inc. (g)	1,128,787		14,178
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
HEALTH CARE - continued
Pharmaceuticals - 0.1%
aTyr Pharma, Inc. 8.00% (a)(g)	7,513,149		$ 19,001
Kolltan Pharmaceuticals, Inc. Series D (g)	7,940,644		7,941
			26,942
TOTAL HEALTH CARE			151,560
INDUSTRIALS - 0.1%
Airlines - 0.1%
Azul-Linhas Aereas Brasileiras Series B (g)	1,017,079		45,399
Commercial Services & Supplies - 0.0%
Domo, Inc. Series D (g)	2,990,903		13,220
TOTAL INDUSTRIALS			58,619
INFORMATION TECHNOLOGY - 0.2%
Internet Software & Services - 0.0%
New Relic, Inc. Series F (g)	400,974		11,602
Software - 0.1%
Apptio, Inc. Series E, 8.00% (g)	881,266		20,622
Cloudera, Inc. Series F (g)	529,285		7,865
MongoDB, Inc. Series F, 8.00% (g)	1,913,404		23,688
			52,175
Technology Hardware, Storage & Peripherals - 0.1%
Pure Storage, Inc.:
Series E (g)	1,004,190		15,792
Series F (g)	473,649		7,449
			23,241
TOTAL INFORMATION TECHNOLOGY			87,018
TOTAL CONVERTIBLE PREFERRED STOCKS			356,298
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Biotechnology - 0.0%
Moderna LLC Series D, 8.00% (g)	468,823		10,000
Pharmaceuticals - 0.0%
Equilibrate Asia Therapeutics Series D (a)(g)	7,960,663		130
Preferred Stocks - continued
	Shares		Value (000s)
Nonconvertible Preferred Stocks - continued
HEALTH CARE - continued
Pharmaceuticals - continued
Equilibrate Worldwide Therapeutics Series D (a)(g)	7,960,663		$ 320
Neuropathic Worldwide Therapeutics Series D (a)(g)	7,960,663		60
Oculus Worldwide Therapeutics Series D (a)(g)	7,960,663		100
Orchestrate U.S. Therapeutics, Inc. Series D (a)(g)	7,960,663		140
Orchestrate Worldwide Therapeutics Series D (a)(g)	7,960,663		250
			1,000
TOTAL HEALTH CARE			11,000
TOTAL PREFERRED STOCKS (Cost $327,418)		367,298
Money Market Funds - 2.0%

Fidelity Cash Central Fund, 0.10% (b)	24,201,403		24,201
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	826,652,586		826,653
TOTAL MONEY MARKET FUNDS (Cost $850,854)		850,854
TOTAL INVESTMENT PORTFOLIO - 101.8% (Cost $24,526,017)			42,503,168
NET OTHER ASSETS (LIABILITIES) - (1.8)%			(764,522)
NET ASSETS - 100%		$ 41,738,646

Legend

(a) Non-income producing

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

(e) Affiliated company

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Apptio, Inc. Series E, 8.00%	5/3/13	$ 20,000
Ariosa Diagnostics	11/30/11 - 3/1/13	$ 5,101
Ariosa Diagnostics Series B	3/1/13	$ 321
aTyr Pharma, Inc. 8.00%	4/8/13	$ 19,001
Azul-Linhas Aereas Brasileiras Series B	12/24/13	$ 43,140
Azul-Linhas Aereas Brasileiras warrants	12/24/13	$ 0
C. Wonder LLC	12/27/12 - 6/25/13	$ 19,500
Cloudera, Inc. Series F	2/5/14	$ 7,706
Concert Pharmaceuticals, Inc.	4/25/08 - 2/9/09	$ 10,151
Security	Acquisition Date	Acquisition Cost (000s)
Domo, Inc. Series D	1/24/14	$ 12,362
Dropbox, Inc.	5/2/12	$ 10,000
Equilibrate Asia Therapeutics Series D	5/17/13	$ 130
Equilibrate Worldwide Therapeutics Series D	5/17/13	$ 320
Intarcia Therapeutics, Inc.	11/14/12	$ 14,331
Kolltan Pharmaceuticals, Inc. Series D	3/13/14	$ 7,941
Moderna LLC Series D, 8.00%	11/6/13	$ 10,000
MongoDB, Inc. Series F, 8.00%	10/2/13	$ 32,000
Neuropathic Worldwide Therapeutics Series D	5/17/13	$ 60
New Relic, Inc. Series F	4/17/14	$ 11,602
NJOY, Inc. Series C	6/7/13	$ 12,176
NJOY, Inc. Series D	2/14/14	$ 7,189
Oculus Worldwide Therapeutics Series D	5/17/13	$ 100
Orchestrate U.S. Therapeutics, Inc. Series D	5/17/13	$ 140
Orchestrate Worldwide Therapeutics Series D	5/17/13	$ 250
Penumbra, Inc.	5/16/14	$ 14,900
Security	Acquisition Date	Acquisition Cost (000s)
Pure Storage, Inc. Series E	8/22/13	$ 6,961
Pure Storage, Inc. Series F	4/17/14	$ 7,449
Roka Bioscience, Inc. Series E, 8.00%	11/20/13	$ 10,000
Roku, Inc. 8.00%	5/7/13 - 5/28/13	$ 16,212
Sage Therapeutics, Inc. Series C	3/11/14	$ 9,813
Tory Burch LLC	12/31/12	$ 17,505
Turn, Inc. Series E	12/30/13	$ 8,213

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	$ 37
Fidelity Securities Lending Cash Central Fund	3,692
Total	$ 3,729

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACADIA Pharmaceuticals, Inc.	$ 126,711	$ 17,825	$ 8,349*	$ -	$ 118,848
Alkermes PLC	461,129	8,914	60,778*	-	472,431
Alnylam Pharmaceuticals, Inc.	267,636	81,947	42,495*	-	309,121
Applied Micro Circuits Corp.	75,923	10,477	8,144*	-	56,300
Bluebird Bio, Inc.	15,225	20,593	5,203*	-	46,252
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Buffalo Wild Wings, Inc.	$ 207,977	$ -	$ 24,886*	$ -	$ 175,247
Cavium, Inc.	95,096	35,154	12,598*	-	152,448
Chimerix, Inc.	28,304	10,795	4,628*	-	42,540
Chuy's Holdings, Inc.	48,767	10,397	6,324*	-	49,042
Clovis Oncology, Inc.	129,011	-	18,306*	-	97,104
Cree, Inc.	435,909	24,740	56,820*	-	349,072
Cypress Semiconductor Corp.	75,923	2,232	19,009*	-	-
Endocyte, Inc.	33,849	33,960	4,452*	-	24,564
Exelixis, Inc.	86,258	8,439	11,517*	-	47,924
Fate Therapeutics, Inc.	7,695	-	77*	-	10,593
Genmark Diagnostics, Inc.	21,502	6,343	3,286*	-	23,107
Herbalife Ltd.	491,900	-	81,875*	1,921	377,603
Home Inns & Hotels Management, Inc. sponsored ADR	92,155	32,131	11,248*	-	-
ICG Group, Inc.	53,700	22,843	7,804*	-	74,415
ImmunoGen, Inc.	100,929	1,226	14,949*	-	70,776
Immunomedics, Inc.	26,905	-	3,367*	-	18,375
Infinera Corp.	89,181	-	10,724*	-	76,502
Insulet Corp.	129,870	30,374	20,887*	-	134,861
Intra-Cellular Therapies, Inc.	6,347	19,293	-	-	31,517
Ironwood Pharmaceuticals, Inc. Class A	57,132	36,825	9,702*	-	99,491
Isis Pharmaceuticals, Inc.	364,073	29,372	49,972*	-	260,029
K12, Inc.	50,231	-	51,911*	-	-
Kate Spade & Co.	-	85,673	17,378*	-	277,530
Lexicon Pharmaceuticals, Inc.	101,884	3,649	8,879*	-	51,961
lululemon athletica, Inc.	713,512	7,532	56,384*	-	410,030
Lumber Liquidators Holdings, Inc.	227,898	-	27,218*	-	154,386
Marketo, Inc.	1,624	77,114	648*	-	55,382
Merrimack Pharmaceuticals, Inc.	34,238	4,599	-	-	75,263
Metabolix, Inc.	2,378	-	327*	-	1,543
NPS Pharmaceuticals, Inc.	223,552	18,641	32,258*	-	250,856
NVIDIA Corp.	712,918	60,145	92,965*	7,361	826,125
PrivateBancorp, Inc.	120,452	-	14,506*	85	-
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Prothena Corp. PLC	$ 49,476	$ 1,663	$ 6,804*	$ -	$ 33,446
Questcor Pharmaceuticals, Inc.	200,784	-	260,315*	1,173	-
Rambus, Inc.	81,444	-	23,423*	-	84,969
Regulus Therapeutics, Inc.	21,331	-	3,461*	-	20,221
Rigel Pharmaceuticals, Inc.	17,567	-	4,453*	-	17,287
salesforce.com, Inc.	1,775,374	1,969	237,054*	-	-
Seattle Genetics, Inc.	404,948	3,836	53,977*	-	293,857
Silicon Laboratories, Inc.	143,012	19,337	21,989*	-	164,010
SodaStream International Ltd.	98,537	-	71,608*	-	-
Transition Therapeutics, Inc.	11,180	2,366	1,644*	-	10,397
Total	$ 8,521,447	$ 730,404	$ 1,484,602	$ 10,540	$ 5,845,425

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

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 5,753,511	$ 5,642,236	$ 9,563	$ 101,712
Consumer Staples	4,803,589	4,780,881	22,708	-
Energy	2,444,780	2,444,780	-	-
Financials	1,413,924	1,413,924	-	-
Health Care	8,357,291	8,144,095	50,636	162,560
Industrials	3,641,546	3,582,927	-	58,619
Information Technology	13,940,717	13,832,591	-	108,126
Materials	1,100,517	974,541	125,976	-
Telecommunication Services	196,439	196,439	-	-
Money Market Funds	850,854	850,854	-	-
Total Investments in Securities:	$ 42,503,168	$ 41,863,268	$ 208,883	$ 431,017

Valuation Inputs at Reporting Date:

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:
Beginning Balance	$ 230,902
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	48,617
Cost of Purchases	180,495
Proceeds of Sales	(22,500)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	(6,497)
Ending Balance	$ 431,017
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2014	$ 49,760

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $797,537) - See accompanying schedule: Unaffiliated issuers (cost $19,569,617)	$ 35,806,889
Fidelity Central Funds (cost $850,854)	850,854
Other affiliated issuers (cost $4,105,546)	5,845,425
Total Investments (cost $24,526,017)		$ 42,503,168
Cash		1,205
Foreign currency held at value (cost $59)		51
Receivable for investments sold		127,182
Receivable for fund shares sold		33,733
Dividends receivable		35,588
Distributions receivable from Fidelity Central Funds		493
Prepaid expenses		21
Receivable from investment adviser for expense reductions		1
Other receivables		1,786
Total assets		42,703,228

Liabilities
Payable for investments purchased	$ 83,329
Payable for fund shares redeemed	29,253
Accrued management fee	19,731
Other affiliated payables	3,980
Other payables and accrued expenses	1,636
Collateral on securities loaned, at value	826,653
Total liabilities		964,582

Net Assets		$ 41,738,646
Net Assets consist of:
Paid in capital		$ 19,958,422
Undistributed net investment income		31,877
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		3,771,201
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		17,977,146
Net Assets		$ 41,738,646

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	May 31, 2014 (Unaudited)

Growth Company: Net Asset Value, offering price and redemption price per share ($23,372,872 ÷ 190,562 shares)		$ 122.65

Class K: Net Asset Value, offering price and redemption price per share ($18,365,774 ÷ 149,875 shares)		$ 122.54

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)

Investment Income
Dividends (including $10,540 earned from other affiliated issuers)		$ 199,788
Income from Fidelity Central Funds		3,729
Total income		203,517

Expenses
Management fee Basic fee	$ 120,256
Performance adjustment	24,040
Transfer agent fees	23,175
Accounting and security lending fees	1,251
Custodian fees and expenses	467
Independent trustees' compensation	90
Registration fees	230
Audit	75
Legal	67
Interest	6
Miscellaneous	178
Total expenses before reductions	169,835
Expense reductions	(80)	169,755
Net investment income (loss)		33,762
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	3,094,038
Other affiliated issuers	739,312
Foreign currency transactions	265
Total net realized gain (loss)		3,833,615
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,276,317)
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		(1,276,318)
Net gain (loss)		2,557,297
Net increase (decrease) in net assets resulting from operations		$ 2,591,059

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended May 31, 2014 (Unaudited)	Year ended November 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 33,762	$ 156,584
Net realized gain (loss)	3,833,615	9,289,575
Change in net unrealized appreciation (depreciation)	(1,276,318)	4,216,509
Net increase (decrease) in net assets resulting from operations	2,591,059	13,662,668
Distributions to shareholders from net investment income	(103,830)	(116,883)
Distributions to shareholders from net realized gain	(3,129,839)	(1,086,760)
Total distributions	(3,233,669)	(1,203,643)
Share transactions - net increase (decrease)	(2,506,124)	(10,274,981)
Total increase (decrease) in net assets	(3,148,734)	2,184,044

Net Assets
Beginning of period	44,887,380	42,703,336
End of period (including undistributed net investment income of $31,877 and undistributed net investment income of $101,945, respectively)	$ 41,738,646	$ 44,887,380

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

Semiannual Report

Financial Highlights - Growth Company

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 124.69	$ 95.80	$ 85.29	$ 79.40	$ 65.75	$ 47.24
Income from Investment Operations
Net investment income (loss) ^D	.06	.29	.15	.09	.01	.15
Net realized and unrealized gain (loss)	6.77	31.23	13.12	5.80	13.76	18.44
Total from investment operations	6.83	31.52	13.27	5.89	13.77	18.59
Distributions from net investment income	(.21)	(.19)	(.05)	- ^H	(.12)	(.08)
Distributions from net realized gain	(8.67)	(2.44)	(2.71)	-	(.01)	-
Total distributions	(8.87) ^J	(2.63)	(2.76)	- ^H	(.12) ^K	(.08)
Net asset value, end of period	$ 122.65	$ 124.69	$ 95.80	$ 85.29	$ 79.40	$ 65.75
Total Return ^{B, C}	5.88%	33.85%	16.24%	7.42%	20.98%	39.41%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.83% ^A	.83%	.90%	.84%	.89%	.93%
Expenses net of fee waivers, if any	.83% ^A	.83%	.90%	.84%	.89%	.93%
Expenses net of all reductions	.83% ^A	.83%	.90%	.84%	.89%	.93%
Net investment income (loss)	.10% ^A	.27%	.16%	.10%	.02%	.27%
Supplemental Data
Net assets, end of period (in millions)	$ 23,373	$ 22,936	$ 22,952	$ 24,665	$ 27,742	$ 27,204
Portfolio turnover rate ^F	14% ^{A, I}	26%	33%	36%	36%	64%

^A Annualized

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

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

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

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

^H Amount represents less than $.01 per share.

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

^J Total distributions of $8.87 per share is comprised of distributions from net investment income of $.207 and distributions from net realized gain of $8.666 per share.

^K Total distributions of $.12 per share is comprised of distributions from net investment income of $.119 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended May 31, 2014	Years ended November 30,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 124.68	$ 95.82	$ 85.35	$ 79.48	$ 65.82	$ 47.29
Income from Investment Operations
Net investment income (loss) ^D	.13	.42	.27	.21	.13	.27
Net realized and unrealized gain (loss)	6.77	31.21	13.10	5.80	13.78	18.44
Total from investment operations	6.90	31.63	13.37	6.01	13.91	18.71
Distributions from net investment income	(.37)	(.34)	(.19)	(.14)	(.24)	(.18)
Distributions from net realized gain	(8.67)	(2.44)	(2.71)	-	(.01)	-
Total distributions	(9.04)	(2.77) ^I	(2.90)	(.14)	(.25)	(.18)
Net asset value, end of period	$ 122.54	$ 124.68	$ 95.82	$ 85.35	$ 79.48	$ 65.82
Total Return ^{B, C}	5.94%	34.02%	16.38%	7.57%	21.20%	39.70%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.72% ^A	.71%	.77%	.70%	.72%	.72%
Expenses net of fee waivers, if any	.72% ^A	.71%	.77%	.70%	.72%	.72%
Expenses net of all reductions	.72% ^A	.71%	.77%	.70%	.72%	.72%
Net investment income (loss)	.22% ^A	.39%	.29%	.24%	.18%	.48%
Supplemental Data
Net assets, end of period (in millions)	$ 18,366	$ 21,951	$ 15,454	$ 10,568	$ 6,571	$ 4,050
Portfolio turnover rate ^F	14% ^{A, H}	26%	33%	36%	36%	64%

^A Annualized

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

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

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

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

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

^I Total distributions of $2.77 per share is comprised of distributions from net investment income of $.336 and distributions from net realized gain of $2.438 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 05/31/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 74,719	Last transaction price	Transaction price	$0.00 - $71.14 / $45.28	Increase
		Market comparable	EV/EBITDA multiple	11.1%	Decrease
		Net present value	Discount rate	20.0%	Decrease
Preferred Stocks	$ 356,298	Discounted cash flow	Discount rate	20.0%	Decrease
		Last transaction price	Transaction price	$1.00 - $100.00 / $35.47	Increase
		Market comparable	EV/Sales multiple	1.6% - 9.7% / 5.2%	Decrease

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 May 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 18,837,944
Gross unrealized depreciation	(889,865)
Net unrealized appreciation (depreciation) on securities and other investments	$ 17,948,079

Tax cost	$ 24,555,089

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $3,012,547 and $3,399,669, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Growth Company. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

	Amount	% of Average Net Assets*
Growth Company	$ 18,595	.16
Class K	4,580	.05
	$ 23,175

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

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	$ 41,699	.32%	$ 6

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 $43 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $19,067. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees

Semiannual Report

7. Security Lending - continued

8. Bank Borrowings.

9. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $70.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended May 31, 2014	Year ended November 30, 2013 ^A
From net investment income
Growth Company	$ 37,937	$ 45,546
Class K	65,893	54,208
Class F	-	17,129
Total	$ 103,830	$ 116,883
From net realized gain
Growth Company	$ 1,596,300	$ 581,969
Class K	1,533,539	394,416
Class F	-	110,375
Total	$ 3,129,839	$ 1,086,760

^A All Class F shares were redeemed on November 19, 2013.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended May 31, 2014	Year ended November 30, 2013 ^A	Six months ended May 31, 2014	Year ended November 30, 2013 ^A
Growth Company
Shares sold	12,497	29,906	$ 1,512,783	$ 3,214,134
Reinvestment of distributions	13,474	6,560	1,574,166	609,199
Shares redeemed	(19,362) ^C	(92,101) ^B	(2,347,417) ^C	(10,206,119) ^B
Net increase (decrease)	6,609	(55,635)	$ 739,532	$ (6,382,786)
Class K
Shares sold	18,572	44,824	$ 2,256,357	$ 4,751,396
Reinvestment of distributions	13,711	4,837	1,599,432	448,624
Shares redeemed	(58,466) ^C	(34,879)	(7,101,445) ^C	(3,700,595)
Net increase (decrease)	(26,183)	14,782	$ (3,245,656)	$ 1,499,425
Class F
Shares sold	-	7,178	$ -	$ 760,652
Reinvestment of distributions	-	1,375	-	127,504
Shares redeemed	-	(53,394) ^B	-	(6,279,776) ^B
Net increase (decrease)	-	(44,841)	$ -	$ (5,391,620)

^A All Class F shares were redeemed on November 19, 2013.

^B Amount includes in-kind redemptions.

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

12. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

GCF-K-USAN-0714
1.863216.105

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Mt. Vernon Street 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 Fidelity Mt. Vernon Street Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Mt. Vernon Street Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	July 28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	July 28, 2014
By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	July 28, 2014

Contents

Shareholder Expense Example

Investment Changes (Unaudited)

Investments May 31, 2014 (Unaudited)

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Growth Strategies

Financial Highlights - Class K

Notes to Financial Statements

Contents

Shareholder Expense Example

Investment Changes (Unaudited)

Investments May 31, 2014 (Unaudited)

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Growth Strategies

Financial Highlights - Class K

Notes to Financial Statements

Contents

Shareholder Expense Example

Investment Changes (Unaudited)

Investments May 31, 2014 (Unaudited)

Financial Statements

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights

Notes to Financial Statements

Contents

Shareholder Expense Example

Investment Changes (Unaudited)

Investments May 31, 2014 (Unaudited)

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Series Growth Company

Financial Highlights - Class F

Notes to Financial Statements

Contents

Shareholder Expense Example

Investment Changes (Unaudited)

Investments May 31, 2014 (Unaudited)

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Growth Company

Financial Highlights - Class K

Notes to Financial Statements

Contents

Shareholder Expense Example

Investment Changes (Unaudited)

Investments May 31, 2014 (Unaudited)

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Growth Company

Financial Highlights - Class K

Notes to Financial Statements