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)

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

November 30

 

 

Date of reporting period:

May 31, 2012

Item 1. Reports to Stockholders

Fidelity®
130/30 Large Cap
Fund

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, changes in net assets and cash flows 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.

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to May 31, 2012

Class A

2.19%

 

 

 

Actual

 

$ 1,000.00

$ 984.20

$ 10.86

HypotheticalA

 

$ 1,000.00

$ 1,014.05

$ 11.03

Class T

2.44%

 

 

 

Actual

 

$ 1,000.00

$ 982.70

$ 12.09

HypotheticalA

 

$ 1,000.00

$ 1,012.80

$ 12.28

Class B

2.94%

 

 

 

Actual

 

$ 1,000.00

$ 979.50

$ 14.55

HypotheticalA

 

$ 1,000.00

$ 1,010.30

$ 14.78

Class C

2.94%

 

 

 

Actual

 

$ 1,000.00

$ 981.00

$ 14.56

HypotheticalA

 

$ 1,000.00

$ 1,010.30

$ 14.78

130/30 Large Cap

1.94%

 

 

 

Actual

 

$ 1,000.00

$ 985.30

$ 9.63

HypotheticalA

 

$ 1,000.00

$ 1,015.30

$ 9.77

Institutional Class

1.94%

 

 

 

Actual

 

$ 1,000.00

$ 984.60

$ 9.63

HypotheticalA

 

$ 1,000.00

$ 1,015.30

$ 9.77

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Long Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Wells Fargo & Co.

4.4

3.4

Amgen, Inc.

3.4

3.1

Community Health Systems, Inc.

3.0

0.5

Hewlett-Packard Co.

3.0

3.7

Visa, Inc. Class A

3.0

0.0

Cisco Systems, Inc.

3.0

1.5

Chevron Corp.

2.8

0.0*

Microsoft Corp.

2.7

1.9

Anheuser-Busch InBev SA NV

2.5

2.9

JPMorgan Chase & Co.

2.5

3.7

 

30.3

Top Ten Short Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets 6 months ago

Astoria Financial Corp.

(1.3)

0.0

IPC The Hospitalist Co., Inc.

(1.0)

0.0

Tiffany & Co., Inc.

(1.0)

0.0

Ultra Petroleum Corp.

(1.0)

0.0

Atmel Corp.

(1.0)

0.0

Netflix, Inc.

(0.9)

0.0

FormFactor, Inc.

(0.9)

(0.7)

Sysco Corp.

(0.9)

(1.0)

Annaly Capital Management, Inc.

(0.9)

0.0

Quality Systems, Inc.

(0.9)

0.0

 

(9.8)

 

Market Sectors as of May 31, 2012

As a % of fund's net assets

Long

Short

Net

Information Technology

23.2

(6.0)

17.2

Financials

18.4

(5.0)

13.4

Consumer Discretionary

16.7

(4.3)

12.4

Consumer Staples

12.3

(0.9)

11.4

Energy

17.7

(6.5)

11.2

Industrials

10.6

(0.4)

10.2

Health Care

14.8

(4.9)

9.9

Materials

4.4

0.0

4.4

Utilities

4.9

(1.5)

3.4

Telecommunication Services

4.1

(1.0)

3.1

Market Sectors as of November 30, 2011

As a % of fund's net assets

Long

Short

Net

Information Technology

25.9

(8.2)

17.7

Financials

19.1

(4.3)

14.8

Consumer Staples

14.2

(1.0)

13.2

Health Care

14.0

(1.1)

12.9

Consumer Discretionary

16.4

(5.9)

10.5

Energy

13.0

(3.3)

9.7

Industrials

13.6

(5.0)

8.6

Utilities

5.6

0.0

5.6

Materials

6.3

(2.4)

3.9

Telecommunication Services

4.2

(0.5)

3.7

Equity Exposure (% of fund's net assets)

As of May 31, 2012

As of November 30, 2011††

Long equity positions** 127.1%

Long equity positions** 132.3%

Short equity positions (30.5)%

Short equity positions (31.7)%

Net equity positions 96.6%

Net equity positions 100.6%

Foreign investments 16.6%

†† Foreign investments 16.0%

* Amount represents less than 0.1%.

** Long equity positions are adjusted to reflect the effect of future contracts, if applicable.

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

LONG STOCK POSITIONS (c) - 127.1%

Shares

Value

COMMON STOCKS - 125.3%

CONSUMER DISCRETIONARY - 14.9%

Auto Components - 1.6%

Delphi Automotive PLC

3,300

$ 95,799

Lear Corp.

5,300

211,205

 

307,004

Automobiles - 1.0%

General Motors Co. (a)

8,200

182,040

Hotels, Restaurants & Leisure - 3.4%

Brinker International, Inc.

3,100

100,161

Cracker Barrel Old Country Store, Inc.

1,600

98,032

Icahn Enterprises LP rights (a)

10,900

0

Texas Roadhouse, Inc. Class A

5,400

98,172

Wyndham Worldwide Corp.

7,100

353,580

 

649,945

Internet & Catalog Retail - 0.8%

Expedia, Inc.

3,200

146,848

Media - 2.5%

Carmike Cinemas, Inc. (a)

6,400

90,496

CBS Corp. Class B

6,000

191,520

The Walt Disney Co.

4,300

196,553

 

478,569

Specialty Retail - 3.1%

Dick's Sporting Goods, Inc.

2,100

97,650

Foot Locker, Inc.

3,100

98,394

Home Depot, Inc.

8,000

394,720

 

590,764

Textiles, Apparel & Luxury Goods - 2.5%

Iconix Brand Group, Inc. (a)

6,200

92,876

PVH Corp.

4,700

380,700

 

473,576

TOTAL CONSUMER DISCRETIONARY

2,828,746

CONSUMER STAPLES - 12.3%

Beverages - 3.5%

Anheuser-Busch InBev SA NV

7,100

480,384

SABMiller PLC

4,900

181,095

 

661,479

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

CONSUMER STAPLES - continued

Food & Staples Retailing - 3.0%

CVS Caremark Corp.

8,600

$ 386,484

Safeway, Inc.

10,000

190,200

 

576,684

Food Products - 1.1%

Kraft Foods, Inc. Class A

5,600

214,312

Household Products - 2.0%

Kimberly-Clark Corp.

4,900

388,815

Personal Products - 1.6%

Elizabeth Arden, Inc. (a)

6,000

206,760

Prestige Brands Holdings, Inc. (a)

6,370

87,460

 

294,220

Tobacco - 1.1%

Imperial Tobacco Group PLC

5,605

202,768

TOTAL CONSUMER STAPLES

2,338,278

ENERGY - 17.7%

Energy Equipment & Services - 3.5%

Helix Energy Solutions Group, Inc. (a)

13,400

229,542

National Oilwell Varco, Inc.

5,300

353,775

Oil States International, Inc. (a)

1,300

86,541

 

669,858

Oil, Gas & Consumable Fuels - 14.2%

Alon USA Energy, Inc.

12,000

101,640

Chevron Corp.

5,300

521,043

Delek US Holdings, Inc.

8,400

135,324

HollyFrontier Corp.

10,584

312,016

Marathon Oil Corp.

18,400

458,344

Marathon Petroleum Corp.

6,300

227,241

Murphy Oil Corp.

2,000

93,240

Tesoro Corp. (a)

12,200

269,864

Valero Energy Corp.

7,700

162,470

Western Refining, Inc.

11,500

222,410

Williams Companies, Inc.

6,100

186,233

 

2,689,825

TOTAL ENERGY

3,359,683

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

FINANCIALS - 18.4%

Commercial Banks - 6.6%

U.S. Bancorp

13,300

$ 413,763

Wells Fargo & Co.

26,200

839,711

 

1,253,474

Consumer Finance - 2.5%

Capital One Financial Corp.

7,600

390,412

Discover Financial Services

2,800

92,708

 

483,120

Diversified Financial Services - 3.3%

JPMorgan Chase & Co.

14,400

477,360

KKR Financial Holdings LLC

18,100

151,859

 

629,219

Insurance - 4.3%

AFLAC, Inc.

2,400

96,192

Allied World Assurance Co. Holdings Ltd.

3,200

246,080

MetLife, Inc.

12,900

376,809

Montpelier Re Holdings Ltd.

4,700

98,136

 

817,217

Real Estate Investment Trusts - 1.0%

Coresite Realty Corp.

3,900

93,015

LaSalle Hotel Properties (SBI)

3,400

93,772

 

186,787

Real Estate Management & Development - 0.7%

Altisource Portfolio Solutions SA (a)

2,300

133,078

TOTAL FINANCIALS

3,502,895

HEALTH CARE - 14.8%

Biotechnology - 6.2%

Amgen, Inc.

9,400

653,488

PDL BioPharma, Inc.

33,400

216,766

Spectrum Pharmaceuticals, Inc. (a)

17,500

202,825

United Therapeutics Corp. (a)

2,200

97,328

 

1,170,407

Health Care Equipment & Supplies - 3.6%

Boston Scientific Corp. (a)

34,800

199,752

Covidien PLC

7,400

383,172

Integra LifeSciences Holdings Corp. (a)

2,800

99,428

 

682,352

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

HEALTH CARE - continued

Health Care Providers & Services - 3.5%

Community Health Systems, Inc. (a)

25,900

$ 570,059

Omnicare, Inc.

2,900

91,408

 

661,467

Pharmaceuticals - 1.5%

Eli Lilly & Co.

5,100

208,845

Jazz Pharmaceuticals PLC (a)

2,000

86,400

 

295,245

TOTAL HEALTH CARE

2,809,471

INDUSTRIALS - 10.6%

Aerospace & Defense - 1.9%

Textron, Inc.

14,900

352,087

Building Products - 0.5%

Owens Corning (a)

3,100

95,666

Construction & Engineering - 0.5%

AECOM Technology Corp. (a)

5,300

86,337

Machinery - 5.8%

Actuant Corp. Class A

4,000

104,680

AGCO Corp. (a)

2,400

96,504

Cummins, Inc.

1,800

174,510

Ingersoll-Rand PLC

2,500

103,275

Parker Hannifin Corp.

4,500

367,830

Terex Corp. (a)

5,100

84,813

Timken Co.

3,700

176,490

 

1,108,102

Professional Services - 0.5%

Equifax, Inc.

2,200

99,374

Road & Rail - 1.4%

Con-way, Inc.

4,982

176,114

Hertz Global Holdings, Inc. (a)

7,200

97,992

 

274,106

TOTAL INDUSTRIALS

2,015,672

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

INFORMATION TECHNOLOGY - 23.2%

Communications Equipment - 3.9%

Brocade Communications Systems, Inc. (a)

37,700

$ 175,305

Cisco Systems, Inc.

34,100

556,853

 

732,158

Computers & Peripherals - 5.1%

Apple, Inc. (a)

700

404,411

Hewlett-Packard Co.

25,000

567,000

 

971,411

Electronic Equipment & Components - 3.7%

Flextronics International Ltd. (a)

36,800

236,256

Jabil Circuit, Inc.

18,400

351,992

Vishay Intertechnology, Inc. (a)

9,800

104,076

 

692,324

Internet Software & Services - 0.3%

Facebook, Inc.:

Class A

700

20,741

Class B (a)(d)

1,558

41,547

 

62,288

IT Services - 7.5%

Fidelity National Information Services, Inc.

3,000

98,340

Fiserv, Inc. (a)

1,400

94,402

MasterCard, Inc. Class A

900

365,859

Teradata Corp. (a)

1,400

93,072

TNS, Inc. (a)

6,300

112,644

Total System Services, Inc.

4,300

100,061

Visa, Inc. Class A

4,900

564,480

 

1,428,858

Software - 2.7%

Microsoft Corp.

17,600

513,744

TOTAL INFORMATION TECHNOLOGY

4,400,783

MATERIALS - 4.4%

Chemicals - 3.0%

Ashland, Inc.

1,500

95,895

CF Industries Holdings, Inc.

2,200

376,112

W.R. Grace & Co. (a)

1,700

89,250

 

561,257

Metals & Mining - 1.4%

Commercial Metals Co.

7,000

81,760

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

MATERIALS - continued

Metals & Mining - continued

Nucor Corp.

2,700

$ 96,552

Steel Dynamics, Inc.

8,300

87,482

 

265,794

TOTAL MATERIALS

827,051

TELECOMMUNICATION SERVICES - 4.1%

Diversified Telecommunication Services - 4.1%

BT Group PLC

125,900

400,536

CenturyLink, Inc.

4,900

192,178

Nippon Telegraph & Telephone Corp. sponsored ADR

8,900

190,460

 

783,174

UTILITIES - 4.9%

Electric Utilities - 2.7%

Edison International

4,300

193,328

NextEra Energy, Inc.

1,500

98,010

PNM Resources, Inc.

11,700

218,205

 

509,543

Independent Power Producers & Energy Traders - 1.0%

The AES Corp. (a)

16,400

198,276

Multi-Utilities - 1.2%

CMS Energy Corp.

9,900

230,670

TOTAL UTILITIES

938,489

TOTAL COMMON STOCKS

(Cost $24,348,715)

23,804,242

NONCONVERTIBLE PREFERRED STOCKS - 1.8%

CONSUMER DISCRETIONARY - 1.8%

Automobiles - 1.8%

Volkswagen AG
(Cost $370,790)

2,100

336,942

TOTAL LONG STOCK POSITIONS - 127.1%

(Cost $24,719,505)

24,141,184

Money Market Funds - 3.3%

Shares

Value

Fidelity Cash Central Fund, 0.17% (b)
(Cost $637,395)

637,395

$ 637,395

TOTAL INVESTMENT PORTFOLIO - 130.4%

(Cost $25,356,900)

24,778,579

TOTAL SHORT STOCK POSITIONS - (30.5)%

(Proceeds $6,405,041)

(5,796,422)

NET OTHER ASSETS (LIABILITIES) - 0.1%

17,337

NET ASSETS - 100%

$ 18,999,494

SHORT STOCK POSITIONS - (30.5)%

COMMON STOCKS - (30.5)%

CONSUMER DISCRETIONARY - (4.3)%

Auto Components - (0.5)%

Johnson Controls, Inc.

(3,200)

(96,448)

Hotels, Restaurants & Leisure - (0.5)%

MGM Mirage, Inc.

(8,500)

(92,055)

Morgans Hotel Group Co.

(2,000)

(8,980)

 

(101,035)

Internet & Catalog Retail - (1.0)%

Netflix, Inc.

(2,800)

(177,632)

Specialty Retail - (1.5)%

Tiffany & Co., Inc.

(3,400)

(188,326)

Williams-Sonoma, Inc.

(2,900)

(101,239)

 

(289,565)

Textiles, Apparel & Luxury Goods - (0.8)%

K-Swiss, Inc. Class A

(52,200)

(156,078)

TOTAL CONSUMER DISCRETIONARY

(820,758)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

CONSUMER STAPLES - (0.9)%

Food & Staples Retailing - (0.9)%

Sysco Corp.

(6,100)

$ (170,251)

ENERGY - (6.5)%

Energy Equipment & Services - (0.5)%

Tidewater, Inc.

(2,100)

(94,668)

Oil, Gas & Consumable Fuels - (6.0)%

Arch Coal, Inc.

(19,900)

(126,166)

Carrizo Oil & Gas, Inc.

(5,800)

(128,238)

Comstock Resources, Inc.

(9,900)

(148,005)

CONSOL Energy, Inc.

(5,000)

(140,400)

FX Energy, Inc.

(23,100)

(112,497)

Northern Oil & Gas, Inc.

(5,500)

(98,615)

Penn Virginia Corp.

(17,000)

(95,540)

Rex Energy Corp.

(10,800)

(108,648)

Ultra Petroleum Corp.

(9,900)

(183,348)

 

(1,141,457)

TOTAL ENERGY

(1,236,125)

FINANCIALS - (5.0)%

Capital Markets - (0.5)%

Eaton Vance Corp. (non-vtg.)

(4,000)

(97,360)

Commercial Banks - (1.3)%

Valley National Bancorp

(13,060)

(146,141)

Westamerica Bancorp.

(2,100)

(93,891)

 

(240,032)

Real Estate Investment Trusts - (1.4)%

Annaly Capital Management, Inc.

(10,200)

(169,524)

Plum Creek Timber Co., Inc.

(2,800)

(102,200)

 

(271,724)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - (1.8)%

Astoria Financial Corp.

(28,100)

$ (252,619)

New York Community Bancorp, Inc.

(7,800)

(96,330)

 

(348,949)

TOTAL FINANCIALS

(958,065)

HEALTH CARE - (4.9)%

Biotechnology - (1.4)%

Dendreon Corp.

(6,800)

(47,600)

Sangamo Biosciences, Inc.

(27,600)

(122,544)

Verastem, Inc.

(10,000)

(100,400)

 

(270,544)

Health Care Providers & Services - (1.0)%

IPC The Hospitalist Co., Inc.

(5,500)

(192,445)

Health Care Technology - (2.1)%

Cerner Corp.

(1,200)

(93,552)

Computer Programs & Systems, Inc.

(2,500)

(136,000)

Quality Systems, Inc.

(5,700)

(163,077)

 

(392,629)

Life Sciences Tools & Services - (0.4)%

Sequenom, Inc.

(20,200)

(77,366)

TOTAL HEALTH CARE

(932,984)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

INDUSTRIALS - (0.4)%

Air Freight & Logistics - (0.4)%

Expeditors International of Washington, Inc.

(2,200)

$ (84,150)

INFORMATION TECHNOLOGY - (6.0)%

Communications Equipment - (0.8)%

JDS Uniphase Corp.

(15,100)

(153,265)

Electronic Equipment & Components - (0.8)%

IPG Photonics Corp.

(3,600)

(154,080)

Internet Software & Services - (0.5)%

WebMD Health Corp.

(3,900)

(89,817)

Semiconductors & Semiconductor Equipment - (3.4)%

Atmel Corp.

(26,100)

(182,700)

FormFactor, Inc.

(28,700)

(171,913)

Microchip Technology, Inc.

(2,900)

(89,958)

Omnivision Technologies, Inc.

(6,200)

(100,316)

Rubicon Technology, Inc.

(10,700)

(94,374)

 

(639,261)

Software - (0.5)%

Rovi Corp.

(3,700)

(90,391)

TOTAL INFORMATION TECHNOLOGY

(1,126,814)

TELECOMMUNICATION SERVICES - (1.0)%

Diversified Telecommunication Services - (0.5)%

Level 3 Communications, Inc.

(4,100)

(87,043)

Wireless Telecommunication Services - (0.5)%

Crown Castle International Corp.

(1,800)

(98,280)

TOTAL TELECOMMUNICATION SERVICES

(185,323)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

UTILITIES - (1.5)%

Electric Utilities - (0.5)%

Exelon Corp.

(2,600)

$ (96,148)

Gas Utilities - (0.5)%

UGI Corp.

(3,300)

(94,644)

Independent Power Producers & Energy Traders - (0.5)%

GenOn Energy, Inc.

(53,000)

(91,160)

TOTAL UTILITIES

(281,952)

TOTAL SHORT STOCK POSITIONS - (30.5)%
(Proceeds $6,405,041)

$ (5,796,422)

Legend

(a) Non-income producing

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

(c) A portion of the securities, totaling $17,888,509, are pledged with brokers as collateral for securities sold short.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $41,547 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 38,961

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

$ 272

Other Information

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,165,688

$ 2,828,746

$ 336,942

$ -

Consumer Staples

2,338,278

1,474,031

864,247

-

Energy

3,359,683

3,359,683

-

-

Financials

3,502,895

3,502,895

-

-

Health Care

2,809,471

2,809,471

-

-

Industrials

2,015,672

2,015,672

-

-

Information Technology

4,400,783

4,359,236

41,547

-

Materials

827,051

827,051

-

-

Telecommunication Services

783,174

382,638

400,536

-

Utilities

938,489

938,489

-

-

Money Market Funds

637,395

637,395

-

-

Short Positions

(5,796,422)

(5,796,422)

-

-

Total Investments in Securities:

$ 18,982,157

$ 17,338,885

$ 1,643,272

$ -

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

Investments in Securities:

Beginning Balance

$ 38,950

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(38,950)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ -

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.

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

United States of America

83.4%

United Kingdom

4.2%

Ireland

2.9%

Belgium

2.5%

Germany

1.8%

Switzerland

1.3%

Singapore

1.2%

Japan

1.0%

Others (Individually Less Than 1%)

1.7%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

  

May 31, 2012 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $24,719,505)

$ 24,141,184

 

Fidelity Central Funds (cost $637,395)

637,395

 

Total Investments (cost $25,356,900)

 

$ 24,778,579

Cash

 

3,242

Receivable for investments sold

1,277,985

Receivable for fund shares sold

36,903

Dividends receivable

55,600

Distributions receivable from Fidelity Central Funds

74

Prepaid expenses

12

Receivable from investment adviser for expense reductions

3,725

Total assets

26,156,120

 

 

 

Liabilities

Payable for investments purchased

$ 1,223,274

Securities sold short at value (proceeds $6,405,041)

5,796,422

Dividend expense payable on securities sold short

5,373

Payable for fund shares redeemed

74,660

Accrued management fee

9,073

Distribution and service plan fees payable

1,678

Other affiliated payables

6,006

Other payables and accrued expenses

40,140

Total liabilities

7,156,626

 

 

 

Net Assets

$ 18,999,494

Net Assets consist of:

 

Paid in capital

$ 87,584,346

Undistributed net investment income

81,392

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

(68,695,804)

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

29,560

Net Assets

$ 18,999,494

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

Semiannual Report

Statement of Assets and Liabilities - continued

  

May 31, 2012 (Unaudited)

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($1,522,522 ÷ 222,386 shares)

$ 6.85

 

 

 

Maximum offering price per share (100/94.25 of $6.85)

$ 7.27

Class T:
Net Asset Value
and redemption price per share ($852,910 ÷ 125,455 shares)

$ 6.80

 

 

 

Maximum offering price per share (100/96.50 of $6.80)

$ 7.05

Class B:
Net Asset Value
and offering price per share ($227,707 ÷ 33,994 shares)A

$ 6.70

 

 

 

Class C:
Net Asset Value
and offering price per share ($931,971 ÷ 139,175 shares)A

$ 6.70

 

 

 

130/30 Large Cap:
Net Asset Value
, offering price and redemption price per share ($15,405,933 ÷ 2,242,393 shares)

$ 6.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($58,451 ÷ 8,528 shares)

$ 6.85

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 297,732

Income from Fidelity Central Funds

 

272

Total income

 

298,004

 

 

 

Expenses

Management fee
Basic fee

$ 92,240

Performance adjustment

(33,450)

Transfer agent fees

32,940

Distribution and service plan fees

10,480

Accounting fees and expenses

5,291

Custodian fees and expenses

16,477

Independent trustees' compensation

69

Registration fees

68,940

Audit

34,254

Legal

29

Interest

21,024

Dividend expenses for securities sold short

47,387

Miscellaneous

117

Total expenses before reductions

295,798

Expense reductions

(79,186)

216,612

Net investment income (loss)

81,392

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

851,523

Foreign currency transactions

(1,078)

Securities Sold Short

(680,001)

Total net realized gain (loss)

 

170,444

Change in net unrealized appreciation (depreciation) on:

Investment securities

(389,552)

Assets and liabilities in foreign currencies

(430)

Total change in net unrealized appreciation (depreciation)

 

(389,982)

Net gain (loss)

(219,538)

Net increase (decrease) in net assets resulting from operations

$ (138,146)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended May 31, 2012
(Unaudited)

Year ended
November 30, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 81,392

$ (48,037)

Net realized gain (loss)

170,444

3,057,111

Change in net unrealized appreciation (depreciation)

(389,982)

(2,429,279)

Net increase (decrease) in net assets resulting
from operations

(138,146)

579,795

Distributions to shareholders from net realized gain

(19,061)

-

Share transactions - net increase (decrease)

(3,758,880)

(4,332,753)

Total increase (decrease) in net assets

(3,916,087)

(3,752,958)

 

 

 

Net Assets

Beginning of period

22,915,581

26,668,539

End of period (including undistributed net investment income of $81,392 and undistributed net investment income of $0, respectively)

$ 18,999,494

$ 22,915,581

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

Semiannual Report

Financial Statements - continued

Statement of Cash Flows

 Six months ended May 31, 2012 (Unaudited)

 

 

 

Cash flows from operating activities:

 

Net decrease in net assets resulting from operations

$ (138,146)

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

 

 

 

Changes in assets and liabilities related to operations:

 

Change in receivable for investments sold

386,142

Change in dividends receivable and distributions receivable from Fidelity Central Funds

7,224

Change in prepaid expenses

75

Change in receivable from investment advisor for expense reductions

(3,725)

Change in payable for investments purchased

(946,668)

Change in dividend expense payable on securities sold short

2,428

Change in other payables and accrued expenses

(21,847)

Purchases of long term investments

(35,484,071)

Proceeds from sale of long term investments

42,037,916

Purchases of and proceeds from short term investments - net

(247,629)

Net cash from return of capital distributions

7,090

Purchases of covers for securities sold short

(11,148,400)

Proceeds from securities sold short

9,090,822

Net realized gain on investments, foreign currency transactions and securities sold short

(170,444)

Change in net unrealized (appreciation) depreciation on investments, foreign currency transactions and securities sold short

389,982

 

 

Net cash provided by operating activities

3,760,749

Cash flows from financing activities:

 

Proceeds from sales of shares

2,743,112

Distributions to shareholders net of reinvestments

(972)

Cost of shares redeemed

(6,502,463)

Change in accrued broker fees on securities borrowed

590

Net cash used in financing activities

(3,759,733)

 

 

Net increase in cash and cash equivalents

1,016

Cash and foreign currency, beginning of period

2,226

Cash and foreign currency, end of period

$ 3,242

(Cash paid during the period for interest $20,434)

 

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.96

$ 6.82

$ 6.48

$ 6.38

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .02

  (.02)

  (.03)

  .03

  - J

Net realized and unrealized gain (loss)

  (.13)

  .16

  .40

  .10

  (3.62)

Total from investment operations

  (.11)

  .14

  .37

  .13

  (3.62)

Distributions from net investment income

  -

  -

  (.02)

  (.03)

  -

Distributions from net realized gain

  -

  -

  (.01)

  -

  -

Total distributions

  -

  -

  (.03)

  (.03)

  -

Net asset value, end of period

$ 6.85

$ 6.96

$ 6.82

$ 6.48

$ 6.38

Total Return B,C,D

  (1.58)%

  2.05%

  5.75%

  2.04%

  (36.20)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  2.91% A

  2.23%

  2.25%

  2.26%

  2.63% A

Expenses net of fee waivers, if any

  2.19% A

  2.12%

  2.19%

  2.19%

  2.50% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.27% A

  1.67%

  1.61%

  1.62%

  1.68% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.53% A

  1.54%

  1.51%

  1.53%

  1.55% A

Net investment income (loss)

  .61% A

  (.34)%

  (.49)%

  .47%

  .07% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,523

$ 1,639

$ 1,440

$ 1,898

$ 7,648

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.92

$ 6.80

$ 6.47

$ 6.37

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .01

  (.04)

  (.05)

  .01

  (.01)

Net realized and unrealized gain (loss)

  (.13)

  .16

  .41

  .10

  (3.62)

Total from investment operations

  (.12)

  .12

  .36

  .11

  (3.63)

Distributions from net investment income

  -

  -

  (.02)

  (.01)

  -

Distributions from net realized gain

  -

  -

  (.01)

  -

  -

Total distributions

  -

  -

  (.03)

  (.01)

  -

Net asset value, end of period

$ 6.80

$ 6.92

$ 6.80

$ 6.47

$ 6.37

Total Return B,C,D

  (1.73)%

  1.76%

  5.54%

  1.75%

  (36.30)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.16% A

  2.47%

  2.49%

  2.43%

  2.96% A

Expenses net of fee waivers, if any

  2.44% A

  2.35%

  2.44%

  2.43%

  2.75% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.52% A

  1.91%

  1.85%

  1.79%

  2.01% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.78% A

  1.77%

  1.76%

  1.77%

  1.80% A

Net investment income (loss)

  .36% A

  (.57)%

  (.74)%

  .23%

  (.20)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 853

$ 1,162

$ 825

$ 973

$ 1,703

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.84

$ 6.75

$ 6.43

$ 6.35

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.08)

  (.08)

  (.02)

  (.04)

Net realized and unrealized gain (loss)

  (.13)

  .17

  .40

  .10

  (3.61)

Total from investment operations

  (.14)

  .09

  .32

  .08

  (3.65)

Net asset value, end of period

$ 6.70

$ 6.84

$ 6.75

$ 6.43

$ 6.35

Total Return B,C,D

  (2.05)%

  1.33%

  4.98%

  1.26%

  (36.50)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.67% A

  3.01%

  3.02%

  2.92%

  3.45% A

Expenses net of fee waivers, if any

  2.94% A

  2.87%

  2.94%

  2.92%

  3.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  3.03% A

  2.45%

  2.38%

  2.28%

  2.50% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  2.29% A

  2.29%

  2.26%

  2.25%

  2.30% A

Net investment income (loss)

  (.15)% A

  (1.08)%

  (1.24)%

  (.26)%

  (.69)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 228

$ 278

$ 410

$ 593

$ 912

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.83

$ 6.74

$ 6.42

$ 6.35

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.08)

  (.08)

  (.02)

  (.04)

Net realized and unrealized gain (loss)

  (.12)

  .17

  .40

  .09

  (3.61)

Total from investment operations

  (.13)

  .09

  .32

  .07

  (3.65)

Net asset value, end of period

$ 6.70

$ 6.83

$ 6.74

$ 6.42

$ 6.35

Total Return B,C,D

  (1.90)%

  1.34%

  4.98%

  1.10%

  (36.50)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.64% A

  2.96%

  3.00%

  2.96%

  3.43% A

Expenses net of fee waivers, if any

  2.94% A

  2.86%

  2.94%

  2.94%

  3.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  3.00% A

  2.40%

  2.36%

  2.32%

  2.48% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  2.28% A

  2.28%

  2.26%

  2.28%

  2.30% A

Net investment income (loss)

  (.14)% A

  (1.08)%

  (1.24)%

  (.28)%

  (.69)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 932

$ 860

$ 641

$ 867

$ 1,925

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - 130/30 Large Cap

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.98

$ 6.82

$ 6.50

$ 6.40

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .03

  (.01)

  (.02)

  .04

  .02

Net realized and unrealized gain (loss)

  (.13)

  .17

  .40

  .10

  (3.62)

Total from investment operations

  (.10)

  .16

  .38

  .14

  (3.60)

Distributions from net investment income

  -

  -

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.01)

  -

  (.01)

  -

  -

Total distributions

  (.01)

  -

  (.06)

  (.04)

  -

Net asset value, end of period

$ 6.87

$ 6.98

$ 6.82

$ 6.50

$ 6.40

Total Return B,C

  (1.47)%

  2.35%

  5.94%

  2.15%

  (36.00)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  2.66% A

  1.97%

  1.99%

  1.96%

  2.32% A

Expenses net of fee waivers, if any

  1.94% A

  1.86%

  1.94%

  1.94%

  2.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.02% A

  1.41%

  1.35%

  1.32%

  1.37% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.28% A

  1.28%

  1.26%

  1.28%

  1.30% A

Net investment income (loss)

  .86% A

  (.08)%

  (.25)%

  .72%

  .31% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,406

$ 18,867

$ 17,690

$ 21,850

$ 101,323

Portfolio turnover rate F

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.98

$ 6.81

$ 6.50

$ 6.40

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .03

  (.01)

  (.01)

  .05

  .02

Net realized and unrealized gain (loss)

  (.14)

  .18

  .41

  .09

  (3.62)

Total from investment operations

  (.11)

  .17

  .40

  .14

  (3.60)

Distributions from net investment income

  -

  -

  (.08)

  (.04)

  -

Distributions from net realized gain

  (.02)

  -

  (.01)

  -

  -

Total distributions

  (.02)

  -

  (.09)

  (.04)

  -

Net asset value, end of period

$ 6.85

$ 6.98

$ 6.81

$ 6.50

$ 6.40

Total Return B,C

  (1.54)%

  2.50%

  6.22%

  2.15%

  (36.00)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  2.64% A

  2.08%

  1.87%

  1.79%

  2.39% A

Expenses net of fee waivers, if any

  1.94% A

  1.87%

  1.87%

  1.79%

  2.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.00% A

  1.52%

  1.23%

  1.15%

  1.44% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.28% A

  1.29%

  1.19%

  1.12%

  1.30% A

Net investment income (loss)

  .85% A

  (.09)%

  (.17)%

  .87%

  .31% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 58

$ 109

$ 5,662

$ 4,073

$ 2,954

Portfolio turnover rate F

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2012 (Unaudited)

1. Organization.

Fidelity® 130/30 Large Cap 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 Class A, Class T, Class C, 130/30 Large Cap and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, partnerships, certain payments in-lieu of dividends on short sales, net operating losses, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 990,371

Gross unrealized depreciation

(1,678,590)

Net unrealized appreciation (depreciation) on securities and other investments

$ (688,219)

Tax cost

$ 25,466,798

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At November 30, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (13,938,461)

2017

(54,796,489)

Total capital loss carryforward

$ (68,734,950)

4. Operating Policies.

Short Sales. Consistent with its investment objective, the Fund holds long securities that it expects to outperform the market and sells securities short in issuers expected to underperform the market. The Fund intends to maintain a net long exposure (the market value of long positions less the market value of short positions) of 100%, normally targeting long and short positions of approximately 130% and 30% of the Fund's net assets, respectively. In a short sale transaction, the Fund sells securities it does not own, but has borrowed from a broker, in anticipation of a decline in the market value of the securities. To complete or "close out" a short sale, the Fund must purchase the same securities at the current market price and deliver them to the broker. Until the Fund closes out a short position, it is obligated to pay the broker fees incurred on borrowing the securities. The fees, which are net of rebates, are recorded as interest expense in the

Semiannual Report

4. Operating Policies - continued

Short Sales - continued

accompanying Statement of Operations. The Fund is required to maintain a margin account with the broker and to pledge a portion of its assets to the broker as collateral for the borrowed securities. The collateral is marked-to-market daily to reflect the current value of the short positions. The Fund is subject to risk of loss if the broker were to fail to perform its obligations under the contract. Short positions are reported at value in the accompanying Schedule of Investments under the caption "Short Stock Positions" and in the accompanying Statement of Assets & Liabilities. Dividends declared on short positions are recorded as dividend expense in the accompanying Statement of Operations and the Fund is obligated to pay the broker any dividends due on securities sold short. In the event the price of a security sold short increases between the short sale and when the Fund closes out the short sale, the Fund will incur a loss. The Fund will realize a gain if the security declines in value between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are theoretically unlimited because the short position loses value as the securities' price increases. The Fund's ultimate obligation to satisfy the short sale may exceed the amount shown in the accompanying Statement of Assets & Liabilities.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short sales and short-term securities, aggregated $35,484,071 and $42,037,916, respectively. Securities sold short and purchases to cover securities sold short aggregated $9,090,822 and $11,148,400 respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 130/30 Large Cap as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 2,058

$ 9

Class T

.25%

.25%

2,575

10

Class B

.75%

.25%

1,315

987

Class C

.75%

.25%

4,532

1,115

 

 

 

$ 10,480

$ 2,121

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 642

Class T

251

Class B*

1,560

Class C*

106

 

$ 2,559

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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets
*

Class A

$ 2,496

.30

Class T

1,719

.34

Class B

394

.30

Class C

1,367

.30

130/30 Large Cap

26,849

.31

Institutional Class

115

.30

 

$ 32,940

 

* Annualized

Accounting Fees. Fidelity Service Company, Inc.(FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $2,196 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $34 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

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense and dividend expense on securities sold short, including commitment fees, are excluded from this reimbursement. As a result, actual expenses paid by a shareholder may be higher than the limitations listed in the table below.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.55%

$ 5,891

Class T

1.80%

3,707

Class B

2.30%

949

Class C

2.30%

3,178

130/30 Large Cap

1.30%

63,143

Institutional Class

1.30%

267

 

 

$ 77,135

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,051 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2012

Year ended
November 30,
2011

From net realized gain

 

 

130/30 Large Cap

18,728

-

Institutional Class

333

-

Total

$ 19,061

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended May 31,
2012

Year ended
November 30, 2011

Six months ended
May 31,
2012

Year ended
November 30, 2011

Class A

 

 

 

 

Shares sold

24,700

199,158

$ 180,971

$ 1,534,399

Shares redeemed

(37,783)

(174,924)

(275,063)

(1,292,685)

Net increase (decrease)

(13,083)

24,234

$ (94,092)

$ 241,714

Class T

 

 

 

 

Shares sold

15,195

142,627

$ 109,297

$ 1,085,983

Shares redeemed

(57,593)

(96,147)

(425,849)

(665,488)

Net increase (decrease)

(42,398)

46,480

$ (316,552)

$ 420,495

Class B

 

 

 

 

Shares sold

2,883

4,146

$ 20,636

$ 28,364

Shares redeemed

(9,582)

(24,304)

(69,375)

(168,493)

Net increase (decrease)

(6,699)

(20,158)

$ (48,739)

$ (140,129)

Class C

 

 

 

 

Shares sold

25,232

112,916

$ 180,414

$ 850,566

Shares redeemed

(11,967)

(81,994)

(83,882)

(568,719)

Net increase (decrease)

13,265

30,922

$ 96,532

$ 281,847

130/30 Large Cap

 

 

 

 

Shares sold

312,063

2,062,899

$ 2,258,301

$ 15,809,116

Reinvestment of distributions

2,618

-

17,777

-

Shares redeemed

(773,834)

(1,954,365)

(5,620,580)

(14,497,661)

Net increase (decrease)

(459,153)

108,534

$ (3,344,502)

$ 1,311,455

Institutional Class

 

 

 

 

Shares sold

1,084

8,011

$ 7,822

$ 62,450

Reinvestment of distributions

46

-

312

-

Shares redeemed

(8,246)

(824,313)

(59,661)

(6,510,585)

Net increase (decrease)

(7,116)

(816,302)

$ (51,527)

$ (6,448,135)

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

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www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
130/30 Large Cap
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity ® 130/30
Large Cap Fund

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, changes in net assets and cash flows as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to May 31, 2012

Class A

2.19%

 

 

 

Actual

 

$ 1,000.00

$ 984.20

$ 10.86

HypotheticalA

 

$ 1,000.00

$ 1,014.05

$ 11.03

Class T

2.44%

 

 

 

Actual

 

$ 1,000.00

$ 982.70

$ 12.09

HypotheticalA

 

$ 1,000.00

$ 1,012.80

$ 12.28

Class B

2.94%

 

 

 

Actual

 

$ 1,000.00

$ 979.50

$ 14.55

HypotheticalA

 

$ 1,000.00

$ 1,010.30

$ 14.78

Class C

2.94%

 

 

 

Actual

 

$ 1,000.00

$ 981.00

$ 14.56

HypotheticalA

 

$ 1,000.00

$ 1,010.30

$ 14.78

130/30 Large Cap

1.94%

 

 

 

Actual

 

$ 1,000.00

$ 985.30

$ 9.63

HypotheticalA

 

$ 1,000.00

$ 1,015.30

$ 9.77

Institutional Class

1.94%

 

 

 

Actual

 

$ 1,000.00

$ 984.60

$ 9.63

HypotheticalA

 

$ 1,000.00

$ 1,015.30

$ 9.77

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Long Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Wells Fargo & Co.

4.4

3.4

Amgen, Inc.

3.4

3.1

Community Health Systems, Inc.

3.0

0.5

Hewlett-Packard Co.

3.0

3.7

Visa, Inc. Class A

3.0

0.0

Cisco Systems, Inc.

3.0

1.5

Chevron Corp.

2.8

0.0*

Microsoft Corp.

2.7

1.9

Anheuser-Busch InBev SA NV

2.5

2.9

JPMorgan Chase & Co.

2.5

3.7

 

30.3

Top Ten Short Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets 6 months ago

Astoria Financial Corp.

(1.3)

0.0

IPC The Hospitalist Co., Inc.

(1.0)

0.0

Tiffany & Co., Inc.

(1.0)

0.0

Ultra Petroleum Corp.

(1.0)

0.0

Atmel Corp.

(1.0)

0.0

Netflix, Inc.

(0.9)

0.0

FormFactor, Inc.

(0.9)

(0.7)

Sysco Corp.

(0.9)

(1.0)

Annaly Capital Management, Inc.

(0.9)

0.0

Quality Systems, Inc.

(0.9)

0.0

 

(9.8)

 

Market Sectors as of May 31, 2012

As a % of fund's net assets

Long

Short

Net

Information Technology

23.2

(6.0)

17.2

Financials

18.4

(5.0)

13.4

Consumer Discretionary

16.7

(4.3)

12.4

Consumer Staples

12.3

(0.9)

11.4

Energy

17.7

(6.5)

11.2

Industrials

10.6

(0.4)

10.2

Health Care

14.8

(4.9)

9.9

Materials

4.4

0.0

4.4

Utilities

4.9

(1.5)

3.4

Telecommunication Services

4.1

(1.0)

3.1

Market Sectors as of November 30, 2011

As a % of fund's net assets

Long

Short

Net

Information Technology

25.9

(8.2)

17.7

Financials

19.1

(4.3)

14.8

Consumer Staples

14.2

(1.0)

13.2

Health Care

14.0

(1.1)

12.9

Consumer Discretionary

16.4

(5.9)

10.5

Energy

13.0

(3.3)

9.7

Industrials

13.6

(5.0)

8.6

Utilities

5.6

0.0

5.6

Materials

6.3

(2.4)

3.9

Telecommunication Services

4.2

(0.5)

3.7

Equity Exposure (% of fund's net assets)

As of May 31, 2012

As of November 30, 2011††

Long equity positions** 127.1%

Long equity positions** 132.3%

Short equity positions (30.5)%

Short equity positions (31.7)%

Net equity positions 96.6%

Net equity positions 100.6%

Foreign investments 16.6%

†† Foreign investments 16.0%

* Amount represents less than 0.1%.

** Long equity positions are adjusted to reflect the effect of future contracts, if applicable.

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

LONG STOCK POSITIONS (c) - 127.1%

Shares

Value

COMMON STOCKS - 125.3%

CONSUMER DISCRETIONARY - 14.9%

Auto Components - 1.6%

Delphi Automotive PLC

3,300

$ 95,799

Lear Corp.

5,300

211,205

 

307,004

Automobiles - 1.0%

General Motors Co. (a)

8,200

182,040

Hotels, Restaurants & Leisure - 3.4%

Brinker International, Inc.

3,100

100,161

Cracker Barrel Old Country Store, Inc.

1,600

98,032

Icahn Enterprises LP rights (a)

10,900

0

Texas Roadhouse, Inc. Class A

5,400

98,172

Wyndham Worldwide Corp.

7,100

353,580

 

649,945

Internet & Catalog Retail - 0.8%

Expedia, Inc.

3,200

146,848

Media - 2.5%

Carmike Cinemas, Inc. (a)

6,400

90,496

CBS Corp. Class B

6,000

191,520

The Walt Disney Co.

4,300

196,553

 

478,569

Specialty Retail - 3.1%

Dick's Sporting Goods, Inc.

2,100

97,650

Foot Locker, Inc.

3,100

98,394

Home Depot, Inc.

8,000

394,720

 

590,764

Textiles, Apparel & Luxury Goods - 2.5%

Iconix Brand Group, Inc. (a)

6,200

92,876

PVH Corp.

4,700

380,700

 

473,576

TOTAL CONSUMER DISCRETIONARY

2,828,746

CONSUMER STAPLES - 12.3%

Beverages - 3.5%

Anheuser-Busch InBev SA NV

7,100

480,384

SABMiller PLC

4,900

181,095

 

661,479

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

CONSUMER STAPLES - continued

Food & Staples Retailing - 3.0%

CVS Caremark Corp.

8,600

$ 386,484

Safeway, Inc.

10,000

190,200

 

576,684

Food Products - 1.1%

Kraft Foods, Inc. Class A

5,600

214,312

Household Products - 2.0%

Kimberly-Clark Corp.

4,900

388,815

Personal Products - 1.6%

Elizabeth Arden, Inc. (a)

6,000

206,760

Prestige Brands Holdings, Inc. (a)

6,370

87,460

 

294,220

Tobacco - 1.1%

Imperial Tobacco Group PLC

5,605

202,768

TOTAL CONSUMER STAPLES

2,338,278

ENERGY - 17.7%

Energy Equipment & Services - 3.5%

Helix Energy Solutions Group, Inc. (a)

13,400

229,542

National Oilwell Varco, Inc.

5,300

353,775

Oil States International, Inc. (a)

1,300

86,541

 

669,858

Oil, Gas & Consumable Fuels - 14.2%

Alon USA Energy, Inc.

12,000

101,640

Chevron Corp.

5,300

521,043

Delek US Holdings, Inc.

8,400

135,324

HollyFrontier Corp.

10,584

312,016

Marathon Oil Corp.

18,400

458,344

Marathon Petroleum Corp.

6,300

227,241

Murphy Oil Corp.

2,000

93,240

Tesoro Corp. (a)

12,200

269,864

Valero Energy Corp.

7,700

162,470

Western Refining, Inc.

11,500

222,410

Williams Companies, Inc.

6,100

186,233

 

2,689,825

TOTAL ENERGY

3,359,683

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

FINANCIALS - 18.4%

Commercial Banks - 6.6%

U.S. Bancorp

13,300

$ 413,763

Wells Fargo & Co.

26,200

839,711

 

1,253,474

Consumer Finance - 2.5%

Capital One Financial Corp.

7,600

390,412

Discover Financial Services

2,800

92,708

 

483,120

Diversified Financial Services - 3.3%

JPMorgan Chase & Co.

14,400

477,360

KKR Financial Holdings LLC

18,100

151,859

 

629,219

Insurance - 4.3%

AFLAC, Inc.

2,400

96,192

Allied World Assurance Co. Holdings Ltd.

3,200

246,080

MetLife, Inc.

12,900

376,809

Montpelier Re Holdings Ltd.

4,700

98,136

 

817,217

Real Estate Investment Trusts - 1.0%

Coresite Realty Corp.

3,900

93,015

LaSalle Hotel Properties (SBI)

3,400

93,772

 

186,787

Real Estate Management & Development - 0.7%

Altisource Portfolio Solutions SA (a)

2,300

133,078

TOTAL FINANCIALS

3,502,895

HEALTH CARE - 14.8%

Biotechnology - 6.2%

Amgen, Inc.

9,400

653,488

PDL BioPharma, Inc.

33,400

216,766

Spectrum Pharmaceuticals, Inc. (a)

17,500

202,825

United Therapeutics Corp. (a)

2,200

97,328

 

1,170,407

Health Care Equipment & Supplies - 3.6%

Boston Scientific Corp. (a)

34,800

199,752

Covidien PLC

7,400

383,172

Integra LifeSciences Holdings Corp. (a)

2,800

99,428

 

682,352

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

HEALTH CARE - continued

Health Care Providers & Services - 3.5%

Community Health Systems, Inc. (a)

25,900

$ 570,059

Omnicare, Inc.

2,900

91,408

 

661,467

Pharmaceuticals - 1.5%

Eli Lilly & Co.

5,100

208,845

Jazz Pharmaceuticals PLC (a)

2,000

86,400

 

295,245

TOTAL HEALTH CARE

2,809,471

INDUSTRIALS - 10.6%

Aerospace & Defense - 1.9%

Textron, Inc.

14,900

352,087

Building Products - 0.5%

Owens Corning (a)

3,100

95,666

Construction & Engineering - 0.5%

AECOM Technology Corp. (a)

5,300

86,337

Machinery - 5.8%

Actuant Corp. Class A

4,000

104,680

AGCO Corp. (a)

2,400

96,504

Cummins, Inc.

1,800

174,510

Ingersoll-Rand PLC

2,500

103,275

Parker Hannifin Corp.

4,500

367,830

Terex Corp. (a)

5,100

84,813

Timken Co.

3,700

176,490

 

1,108,102

Professional Services - 0.5%

Equifax, Inc.

2,200

99,374

Road & Rail - 1.4%

Con-way, Inc.

4,982

176,114

Hertz Global Holdings, Inc. (a)

7,200

97,992

 

274,106

TOTAL INDUSTRIALS

2,015,672

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

INFORMATION TECHNOLOGY - 23.2%

Communications Equipment - 3.9%

Brocade Communications Systems, Inc. (a)

37,700

$ 175,305

Cisco Systems, Inc.

34,100

556,853

 

732,158

Computers & Peripherals - 5.1%

Apple, Inc. (a)

700

404,411

Hewlett-Packard Co.

25,000

567,000

 

971,411

Electronic Equipment & Components - 3.7%

Flextronics International Ltd. (a)

36,800

236,256

Jabil Circuit, Inc.

18,400

351,992

Vishay Intertechnology, Inc. (a)

9,800

104,076

 

692,324

Internet Software & Services - 0.3%

Facebook, Inc.:

Class A

700

20,741

Class B (a)(d)

1,558

41,547

 

62,288

IT Services - 7.5%

Fidelity National Information Services, Inc.

3,000

98,340

Fiserv, Inc. (a)

1,400

94,402

MasterCard, Inc. Class A

900

365,859

Teradata Corp. (a)

1,400

93,072

TNS, Inc. (a)

6,300

112,644

Total System Services, Inc.

4,300

100,061

Visa, Inc. Class A

4,900

564,480

 

1,428,858

Software - 2.7%

Microsoft Corp.

17,600

513,744

TOTAL INFORMATION TECHNOLOGY

4,400,783

MATERIALS - 4.4%

Chemicals - 3.0%

Ashland, Inc.

1,500

95,895

CF Industries Holdings, Inc.

2,200

376,112

W.R. Grace & Co. (a)

1,700

89,250

 

561,257

Metals & Mining - 1.4%

Commercial Metals Co.

7,000

81,760

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

MATERIALS - continued

Metals & Mining - continued

Nucor Corp.

2,700

$ 96,552

Steel Dynamics, Inc.

8,300

87,482

 

265,794

TOTAL MATERIALS

827,051

TELECOMMUNICATION SERVICES - 4.1%

Diversified Telecommunication Services - 4.1%

BT Group PLC

125,900

400,536

CenturyLink, Inc.

4,900

192,178

Nippon Telegraph & Telephone Corp. sponsored ADR

8,900

190,460

 

783,174

UTILITIES - 4.9%

Electric Utilities - 2.7%

Edison International

4,300

193,328

NextEra Energy, Inc.

1,500

98,010

PNM Resources, Inc.

11,700

218,205

 

509,543

Independent Power Producers & Energy Traders - 1.0%

The AES Corp. (a)

16,400

198,276

Multi-Utilities - 1.2%

CMS Energy Corp.

9,900

230,670

TOTAL UTILITIES

938,489

TOTAL COMMON STOCKS

(Cost $24,348,715)

23,804,242

NONCONVERTIBLE PREFERRED STOCKS - 1.8%

CONSUMER DISCRETIONARY - 1.8%

Automobiles - 1.8%

Volkswagen AG
(Cost $370,790)

2,100

336,942

TOTAL LONG STOCK POSITIONS - 127.1%

(Cost $24,719,505)

24,141,184

Money Market Funds - 3.3%

Shares

Value

Fidelity Cash Central Fund, 0.17% (b)
(Cost $637,395)

637,395

$ 637,395

TOTAL INVESTMENT PORTFOLIO - 130.4%

(Cost $25,356,900)

24,778,579

TOTAL SHORT STOCK POSITIONS - (30.5)%

(Proceeds $6,405,041)

(5,796,422)

NET OTHER ASSETS (LIABILITIES) - 0.1%

17,337

NET ASSETS - 100%

$ 18,999,494

SHORT STOCK POSITIONS - (30.5)%

COMMON STOCKS - (30.5)%

CONSUMER DISCRETIONARY - (4.3)%

Auto Components - (0.5)%

Johnson Controls, Inc.

(3,200)

(96,448)

Hotels, Restaurants & Leisure - (0.5)%

MGM Mirage, Inc.

(8,500)

(92,055)

Morgans Hotel Group Co.

(2,000)

(8,980)

 

(101,035)

Internet & Catalog Retail - (1.0)%

Netflix, Inc.

(2,800)

(177,632)

Specialty Retail - (1.5)%

Tiffany & Co., Inc.

(3,400)

(188,326)

Williams-Sonoma, Inc.

(2,900)

(101,239)

 

(289,565)

Textiles, Apparel & Luxury Goods - (0.8)%

K-Swiss, Inc. Class A

(52,200)

(156,078)

TOTAL CONSUMER DISCRETIONARY

(820,758)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

CONSUMER STAPLES - (0.9)%

Food & Staples Retailing - (0.9)%

Sysco Corp.

(6,100)

$ (170,251)

ENERGY - (6.5)%

Energy Equipment & Services - (0.5)%

Tidewater, Inc.

(2,100)

(94,668)

Oil, Gas & Consumable Fuels - (6.0)%

Arch Coal, Inc.

(19,900)

(126,166)

Carrizo Oil & Gas, Inc.

(5,800)

(128,238)

Comstock Resources, Inc.

(9,900)

(148,005)

CONSOL Energy, Inc.

(5,000)

(140,400)

FX Energy, Inc.

(23,100)

(112,497)

Northern Oil & Gas, Inc.

(5,500)

(98,615)

Penn Virginia Corp.

(17,000)

(95,540)

Rex Energy Corp.

(10,800)

(108,648)

Ultra Petroleum Corp.

(9,900)

(183,348)

 

(1,141,457)

TOTAL ENERGY

(1,236,125)

FINANCIALS - (5.0)%

Capital Markets - (0.5)%

Eaton Vance Corp. (non-vtg.)

(4,000)

(97,360)

Commercial Banks - (1.3)%

Valley National Bancorp

(13,060)

(146,141)

Westamerica Bancorp.

(2,100)

(93,891)

 

(240,032)

Real Estate Investment Trusts - (1.4)%

Annaly Capital Management, Inc.

(10,200)

(169,524)

Plum Creek Timber Co., Inc.

(2,800)

(102,200)

 

(271,724)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - (1.8)%

Astoria Financial Corp.

(28,100)

$ (252,619)

New York Community Bancorp, Inc.

(7,800)

(96,330)

 

(348,949)

TOTAL FINANCIALS

(958,065)

HEALTH CARE - (4.9)%

Biotechnology - (1.4)%

Dendreon Corp.

(6,800)

(47,600)

Sangamo Biosciences, Inc.

(27,600)

(122,544)

Verastem, Inc.

(10,000)

(100,400)

 

(270,544)

Health Care Providers & Services - (1.0)%

IPC The Hospitalist Co., Inc.

(5,500)

(192,445)

Health Care Technology - (2.1)%

Cerner Corp.

(1,200)

(93,552)

Computer Programs & Systems, Inc.

(2,500)

(136,000)

Quality Systems, Inc.

(5,700)

(163,077)

 

(392,629)

Life Sciences Tools & Services - (0.4)%

Sequenom, Inc.

(20,200)

(77,366)

TOTAL HEALTH CARE

(932,984)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

INDUSTRIALS - (0.4)%

Air Freight & Logistics - (0.4)%

Expeditors International of Washington, Inc.

(2,200)

$ (84,150)

INFORMATION TECHNOLOGY - (6.0)%

Communications Equipment - (0.8)%

JDS Uniphase Corp.

(15,100)

(153,265)

Electronic Equipment & Components - (0.8)%

IPG Photonics Corp.

(3,600)

(154,080)

Internet Software & Services - (0.5)%

WebMD Health Corp.

(3,900)

(89,817)

Semiconductors & Semiconductor Equipment - (3.4)%

Atmel Corp.

(26,100)

(182,700)

FormFactor, Inc.

(28,700)

(171,913)

Microchip Technology, Inc.

(2,900)

(89,958)

Omnivision Technologies, Inc.

(6,200)

(100,316)

Rubicon Technology, Inc.

(10,700)

(94,374)

 

(639,261)

Software - (0.5)%

Rovi Corp.

(3,700)

(90,391)

TOTAL INFORMATION TECHNOLOGY

(1,126,814)

TELECOMMUNICATION SERVICES - (1.0)%

Diversified Telecommunication Services - (0.5)%

Level 3 Communications, Inc.

(4,100)

(87,043)

Wireless Telecommunication Services - (0.5)%

Crown Castle International Corp.

(1,800)

(98,280)

TOTAL TELECOMMUNICATION SERVICES

(185,323)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

UTILITIES - (1.5)%

Electric Utilities - (0.5)%

Exelon Corp.

(2,600)

$ (96,148)

Gas Utilities - (0.5)%

UGI Corp.

(3,300)

(94,644)

Independent Power Producers & Energy Traders - (0.5)%

GenOn Energy, Inc.

(53,000)

(91,160)

TOTAL UTILITIES

(281,952)

TOTAL SHORT STOCK POSITIONS - (30.5)%
(Proceeds $6,405,041)

$ (5,796,422)

Legend

(a) Non-income producing

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

(c) A portion of the securities, totaling $17,888,509, are pledged with brokers as collateral for securities sold short.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $41,547 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 38,961

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

$ 272

Other Information

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,165,688

$ 2,828,746

$ 336,942

$ -

Consumer Staples

2,338,278

1,474,031

864,247

-

Energy

3,359,683

3,359,683

-

-

Financials

3,502,895

3,502,895

-

-

Health Care

2,809,471

2,809,471

-

-

Industrials

2,015,672

2,015,672

-

-

Information Technology

4,400,783

4,359,236

41,547

-

Materials

827,051

827,051

-

-

Telecommunication Services

783,174

382,638

400,536

-

Utilities

938,489

938,489

-

-

Money Market Funds

637,395

637,395

-

-

Short Positions

(5,796,422)

(5,796,422)

-

-

Total Investments in Securities:

$ 18,982,157

$ 17,338,885

$ 1,643,272

$ -

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

Investments in Securities:

Beginning Balance

$ 38,950

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(38,950)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ -

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.

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

United States of America

83.4%

United Kingdom

4.2%

Ireland

2.9%

Belgium

2.5%

Germany

1.8%

Switzerland

1.3%

Singapore

1.2%

Japan

1.0%

Others (Individually Less Than 1%)

1.7%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

  

May 31, 2012 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $24,719,505)

$ 24,141,184

 

Fidelity Central Funds (cost $637,395)

637,395

 

Total Investments (cost $25,356,900)

 

$ 24,778,579

Cash

 

3,242

Receivable for investments sold

1,277,985

Receivable for fund shares sold

36,903

Dividends receivable

55,600

Distributions receivable from Fidelity Central Funds

74

Prepaid expenses

12

Receivable from investment adviser for expense reductions

3,725

Total assets

26,156,120

 

 

 

Liabilities

Payable for investments purchased

$ 1,223,274

Securities sold short at value (proceeds $6,405,041)

5,796,422

Dividend expense payable on securities sold short

5,373

Payable for fund shares redeemed

74,660

Accrued management fee

9,073

Distribution and service plan fees payable

1,678

Other affiliated payables

6,006

Other payables and accrued expenses

40,140

Total liabilities

7,156,626

 

 

 

Net Assets

$ 18,999,494

Net Assets consist of:

 

Paid in capital

$ 87,584,346

Undistributed net investment income

81,392

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

(68,695,804)

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

29,560

Net Assets

$ 18,999,494

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

Semiannual Report

Statement of Assets and Liabilities - continued

  

May 31, 2012 (Unaudited)

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($1,522,522 ÷ 222,386 shares)

$ 6.85

 

 

 

Maximum offering price per share (100/94.25 of $6.85)

$ 7.27

Class T:
Net Asset Value
and redemption price per share ($852,910 ÷ 125,455 shares)

$ 6.80

 

 

 

Maximum offering price per share (100/96.50 of $6.80)

$ 7.05

Class B:
Net Asset Value
and offering price per share ($227,707 ÷ 33,994 shares)A

$ 6.70

 

 

 

Class C:
Net Asset Value
and offering price per share ($931,971 ÷ 139,175 shares)A

$ 6.70

 

 

 

130/30 Large Cap:
Net Asset Value
, offering price and redemption price per share ($15,405,933 ÷ 2,242,393 shares)

$ 6.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($58,451 ÷ 8,528 shares)

$ 6.85

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 297,732

Income from Fidelity Central Funds

 

272

Total income

 

298,004

 

 

 

Expenses

Management fee
Basic fee

$ 92,240

Performance adjustment

(33,450)

Transfer agent fees

32,940

Distribution and service plan fees

10,480

Accounting fees and expenses

5,291

Custodian fees and expenses

16,477

Independent trustees' compensation

69

Registration fees

68,940

Audit

34,254

Legal

29

Interest

21,024

Dividend expenses for securities sold short

47,387

Miscellaneous

117

Total expenses before reductions

295,798

Expense reductions

(79,186)

216,612

Net investment income (loss)

81,392

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

851,523

Foreign currency transactions

(1,078)

Securities Sold Short

(680,001)

Total net realized gain (loss)

 

170,444

Change in net unrealized appreciation (depreciation) on:

Investment securities

(389,552)

Assets and liabilities in foreign currencies

(430)

Total change in net unrealized appreciation (depreciation)

 

(389,982)

Net gain (loss)

(219,538)

Net increase (decrease) in net assets resulting from operations

$ (138,146)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended May 31, 2012
(Unaudited)

Year ended
November 30, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 81,392

$ (48,037)

Net realized gain (loss)

170,444

3,057,111

Change in net unrealized appreciation (depreciation)

(389,982)

(2,429,279)

Net increase (decrease) in net assets resulting
from operations

(138,146)

579,795

Distributions to shareholders from net realized gain

(19,061)

-

Share transactions - net increase (decrease)

(3,758,880)

(4,332,753)

Total increase (decrease) in net assets

(3,916,087)

(3,752,958)

 

 

 

Net Assets

Beginning of period

22,915,581

26,668,539

End of period (including undistributed net investment income of $81,392 and undistributed net investment income of $0, respectively)

$ 18,999,494

$ 22,915,581

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

Semiannual Report

Financial Statements - continued

Statement of Cash Flows

 Six months ended May 31, 2012 (Unaudited)

 

 

 

Cash flows from operating activities:

 

Net decrease in net assets resulting from operations

$ (138,146)

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

 

 

 

Changes in assets and liabilities related to operations:

 

Change in receivable for investments sold

386,142

Change in dividends receivable and distributions receivable from Fidelity Central Funds

7,224

Change in prepaid expenses

75

Change in receivable from investment advisor for expense reductions

(3,725)

Change in payable for investments purchased

(946,668)

Change in dividend expense payable on securities sold short

2,428

Change in other payables and accrued expenses

(21,847)

Purchases of long term investments

(35,484,071)

Proceeds from sale of long term investments

42,037,916

Purchases of and proceeds from short term investments - net

(247,629)

Net cash from return of capital distributions

7,090

Purchases of covers for securities sold short

(11,148,400)

Proceeds from securities sold short

9,090,822

Net realized gain on investments, foreign currency transactions and securities sold short

(170,444)

Change in net unrealized (appreciation) depreciation on investments, foreign currency transactions and securities sold short

389,982

 

 

Net cash provided by operating activities

3,760,749

Cash flows from financing activities:

 

Proceeds from sales of shares

2,743,112

Distributions to shareholders net of reinvestments

(972)

Cost of shares redeemed

(6,502,463)

Change in accrued broker fees on securities borrowed

590

Net cash used in financing activities

(3,759,733)

 

 

Net increase in cash and cash equivalents

1,016

Cash and foreign currency, beginning of period

2,226

Cash and foreign currency, end of period

$ 3,242

(Cash paid during the period for interest $20,434)

 

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.96

$ 6.82

$ 6.48

$ 6.38

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .02

  (.02)

  (.03)

  .03

  - J

Net realized and unrealized gain (loss)

  (.13)

  .16

  .40

  .10

  (3.62)

Total from investment operations

  (.11)

  .14

  .37

  .13

  (3.62)

Distributions from net investment income

  -

  -

  (.02)

  (.03)

  -

Distributions from net realized gain

  -

  -

  (.01)

  -

  -

Total distributions

  -

  -

  (.03)

  (.03)

  -

Net asset value, end of period

$ 6.85

$ 6.96

$ 6.82

$ 6.48

$ 6.38

Total Return B,C,D

  (1.58)%

  2.05%

  5.75%

  2.04%

  (36.20)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  2.91% A

  2.23%

  2.25%

  2.26%

  2.63% A

Expenses net of fee waivers, if any

  2.19% A

  2.12%

  2.19%

  2.19%

  2.50% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.27% A

  1.67%

  1.61%

  1.62%

  1.68% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.53% A

  1.54%

  1.51%

  1.53%

  1.55% A

Net investment income (loss)

  .61% A

  (.34)%

  (.49)%

  .47%

  .07% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,523

$ 1,639

$ 1,440

$ 1,898

$ 7,648

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.92

$ 6.80

$ 6.47

$ 6.37

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .01

  (.04)

  (.05)

  .01

  (.01)

Net realized and unrealized gain (loss)

  (.13)

  .16

  .41

  .10

  (3.62)

Total from investment operations

  (.12)

  .12

  .36

  .11

  (3.63)

Distributions from net investment income

  -

  -

  (.02)

  (.01)

  -

Distributions from net realized gain

  -

  -

  (.01)

  -

  -

Total distributions

  -

  -

  (.03)

  (.01)

  -

Net asset value, end of period

$ 6.80

$ 6.92

$ 6.80

$ 6.47

$ 6.37

Total Return B,C,D

  (1.73)%

  1.76%

  5.54%

  1.75%

  (36.30)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.16% A

  2.47%

  2.49%

  2.43%

  2.96% A

Expenses net of fee waivers, if any

  2.44% A

  2.35%

  2.44%

  2.43%

  2.75% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.52% A

  1.91%

  1.85%

  1.79%

  2.01% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.78% A

  1.77%

  1.76%

  1.77%

  1.80% A

Net investment income (loss)

  .36% A

  (.57)%

  (.74)%

  .23%

  (.20)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 853

$ 1,162

$ 825

$ 973

$ 1,703

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.84

$ 6.75

$ 6.43

$ 6.35

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.08)

  (.08)

  (.02)

  (.04)

Net realized and unrealized gain (loss)

  (.13)

  .17

  .40

  .10

  (3.61)

Total from investment operations

  (.14)

  .09

  .32

  .08

  (3.65)

Net asset value, end of period

$ 6.70

$ 6.84

$ 6.75

$ 6.43

$ 6.35

Total Return B,C,D

  (2.05)%

  1.33%

  4.98%

  1.26%

  (36.50)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.67% A

  3.01%

  3.02%

  2.92%

  3.45% A

Expenses net of fee waivers, if any

  2.94% A

  2.87%

  2.94%

  2.92%

  3.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  3.03% A

  2.45%

  2.38%

  2.28%

  2.50% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  2.29% A

  2.29%

  2.26%

  2.25%

  2.30% A

Net investment income (loss)

  (.15)% A

  (1.08)%

  (1.24)%

  (.26)%

  (.69)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 228

$ 278

$ 410

$ 593

$ 912

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.83

$ 6.74

$ 6.42

$ 6.35

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.08)

  (.08)

  (.02)

  (.04)

Net realized and unrealized gain (loss)

  (.12)

  .17

  .40

  .09

  (3.61)

Total from investment operations

  (.13)

  .09

  .32

  .07

  (3.65)

Net asset value, end of period

$ 6.70

$ 6.83

$ 6.74

$ 6.42

$ 6.35

Total Return B,C,D

  (1.90)%

  1.34%

  4.98%

  1.10%

  (36.50)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.64% A

  2.96%

  3.00%

  2.96%

  3.43% A

Expenses net of fee waivers, if any

  2.94% A

  2.86%

  2.94%

  2.94%

  3.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  3.00% A

  2.40%

  2.36%

  2.32%

  2.48% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  2.28% A

  2.28%

  2.26%

  2.28%

  2.30% A

Net investment income (loss)

  (.14)% A

  (1.08)%

  (1.24)%

  (.28)%

  (.69)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 932

$ 860

$ 641

$ 867

$ 1,925

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - 130/30 Large Cap

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.98

$ 6.82

$ 6.50

$ 6.40

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .03

  (.01)

  (.02)

  .04

  .02

Net realized and unrealized gain (loss)

  (.13)

  .17

  .40

  .10

  (3.62)

Total from investment operations

  (.10)

  .16

  .38

  .14

  (3.60)

Distributions from net investment income

  -

  -

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.01)

  -

  (.01)

  -

  -

Total distributions

  (.01)

  -

  (.06)

  (.04)

  -

Net asset value, end of period

$ 6.87

$ 6.98

$ 6.82

$ 6.50

$ 6.40

Total Return B,C

  (1.47)%

  2.35%

  5.94%

  2.15%

  (36.00)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  2.66% A

  1.97%

  1.99%

  1.96%

  2.32% A

Expenses net of fee waivers, if any

  1.94% A

  1.86%

  1.94%

  1.94%

  2.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.02% A

  1.41%

  1.35%

  1.32%

  1.37% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.28% A

  1.28%

  1.26%

  1.28%

  1.30% A

Net investment income (loss)

  .86% A

  (.08)%

  (.25)%

  .72%

  .31% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,406

$ 18,867

$ 17,690

$ 21,850

$ 101,323

Portfolio turnover rate F

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.98

$ 6.81

$ 6.50

$ 6.40

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .03

  (.01)

  (.01)

  .05

  .02

Net realized and unrealized gain (loss)

  (.14)

  .18

  .41

  .09

  (3.62)

Total from investment operations

  (.11)

  .17

  .40

  .14

  (3.60)

Distributions from net investment income

  -

  -

  (.08)

  (.04)

  -

Distributions from net realized gain

  (.02)

  -

  (.01)

  -

  -

Total distributions

  (.02)

  -

  (.09)

  (.04)

  -

Net asset value, end of period

$ 6.85

$ 6.98

$ 6.81

$ 6.50

$ 6.40

Total Return B,C

  (1.54)%

  2.50%

  6.22%

  2.15%

  (36.00)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  2.64% A

  2.08%

  1.87%

  1.79%

  2.39% A

Expenses net of fee waivers, if any

  1.94% A

  1.87%

  1.87%

  1.79%

  2.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.00% A

  1.52%

  1.23%

  1.15%

  1.44% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.28% A

  1.29%

  1.19%

  1.12%

  1.30% A

Net investment income (loss)

  .85% A

  (.09)%

  (.17)%

  .87%

  .31% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 58

$ 109

$ 5,662

$ 4,073

$ 2,954

Portfolio turnover rate F

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2012 (Unaudited)

1. Organization.

Fidelity® 130/30 Large Cap 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 Class A, Class T, Class C, 130/30 Large Cap and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, partnerships, certain payments in-lieu of dividends on short sales, net operating losses, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 990,371

Gross unrealized depreciation

(1,678,590)

Net unrealized appreciation (depreciation) on securities and other investments

$ (688,219)

Tax cost

$ 25,466,798

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At November 30, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (13,938,461)

2017

(54,796,489)

Total capital loss carryforward

$ (68,734,950)

4. Operating Policies.

Short Sales. Consistent with its investment objective, the Fund holds long securities that it expects to outperform the market and sells securities short in issuers expected to underperform the market. The Fund intends to maintain a net long exposure (the market value of long positions less the market value of short positions) of 100%, normally targeting long and short positions of approximately 130% and 30% of the Fund's net assets, respectively. In a short sale transaction, the Fund sells securities it does not own, but has borrowed from a broker, in anticipation of a decline in the market value of the securities. To complete or "close out" a short sale, the Fund must purchase the same securities at the current market price and deliver them to the broker. Until the Fund closes out a short position, it is obligated to pay the broker fees incurred on borrowing the securities. The fees, which are net of rebates, are recorded as interest expense in the

Semiannual Report

4. Operating Policies - continued

Short Sales - continued

accompanying Statement of Operations. The Fund is required to maintain a margin account with the broker and to pledge a portion of its assets to the broker as collateral for the borrowed securities. The collateral is marked-to-market daily to reflect the current value of the short positions. The Fund is subject to risk of loss if the broker were to fail to perform its obligations under the contract. Short positions are reported at value in the accompanying Schedule of Investments under the caption "Short Stock Positions" and in the accompanying Statement of Assets & Liabilities. Dividends declared on short positions are recorded as dividend expense in the accompanying Statement of Operations and the Fund is obligated to pay the broker any dividends due on securities sold short. In the event the price of a security sold short increases between the short sale and when the Fund closes out the short sale, the Fund will incur a loss. The Fund will realize a gain if the security declines in value between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are theoretically unlimited because the short position loses value as the securities' price increases. The Fund's ultimate obligation to satisfy the short sale may exceed the amount shown in the accompanying Statement of Assets & Liabilities.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short sales and short-term securities, aggregated $35,484,071 and $42,037,916, respectively. Securities sold short and purchases to cover securities sold short aggregated $9,090,822 and $11,148,400 respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 130/30 Large Cap as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 2,058

$ 9

Class T

.25%

.25%

2,575

10

Class B

.75%

.25%

1,315

987

Class C

.75%

.25%

4,532

1,115

 

 

 

$ 10,480

$ 2,121

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 642

Class T

251

Class B*

1,560

Class C*

106

 

$ 2,559

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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets
*

Class A

$ 2,496

.30

Class T

1,719

.34

Class B

394

.30

Class C

1,367

.30

130/30 Large Cap

26,849

.31

Institutional Class

115

.30

 

$ 32,940

 

* Annualized

Accounting Fees. Fidelity Service Company, Inc.(FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $2,196 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $34 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

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense and dividend expense on securities sold short, including commitment fees, are excluded from this reimbursement. As a result, actual expenses paid by a shareholder may be higher than the limitations listed in the table below.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.55%

$ 5,891

Class T

1.80%

3,707

Class B

2.30%

949

Class C

2.30%

3,178

130/30 Large Cap

1.30%

63,143

Institutional Class

1.30%

267

 

 

$ 77,135

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,051 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2012

Year ended
November 30,
2011

From net realized gain

 

 

130/30 Large Cap

18,728

-

Institutional Class

333

-

Total

$ 19,061

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended May 31,
2012

Year ended
November 30, 2011

Six months ended
May 31,
2012

Year ended
November 30, 2011

Class A

 

 

 

 

Shares sold

24,700

199,158

$ 180,971

$ 1,534,399

Shares redeemed

(37,783)

(174,924)

(275,063)

(1,292,685)

Net increase (decrease)

(13,083)

24,234

$ (94,092)

$ 241,714

Class T

 

 

 

 

Shares sold

15,195

142,627

$ 109,297

$ 1,085,983

Shares redeemed

(57,593)

(96,147)

(425,849)

(665,488)

Net increase (decrease)

(42,398)

46,480

$ (316,552)

$ 420,495

Class B

 

 

 

 

Shares sold

2,883

4,146

$ 20,636

$ 28,364

Shares redeemed

(9,582)

(24,304)

(69,375)

(168,493)

Net increase (decrease)

(6,699)

(20,158)

$ (48,739)

$ (140,129)

Class C

 

 

 

 

Shares sold

25,232

112,916

$ 180,414

$ 850,566

Shares redeemed

(11,967)

(81,994)

(83,882)

(568,719)

Net increase (decrease)

13,265

30,922

$ 96,532

$ 281,847

130/30 Large Cap

 

 

 

 

Shares sold

312,063

2,062,899

$ 2,258,301

$ 15,809,116

Reinvestment of distributions

2,618

-

17,777

-

Shares redeemed

(773,834)

(1,954,365)

(5,620,580)

(14,497,661)

Net increase (decrease)

(459,153)

108,534

$ (3,344,502)

$ 1,311,455

Institutional Class

 

 

 

 

Shares sold

1,084

8,011

$ 7,822

$ 62,450

Reinvestment of distributions

46

-

312

-

Shares redeemed

(8,246)

(824,313)

(59,661)

(6,510,585)

Net increase (decrease)

(7,116)

(816,302)

$ (51,527)

$ (6,448,135)

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 Bank of New York Mellon
New York, NY

AFLC-USAN-0712
1.859219.104

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®
130/30 Large Cap
Fund - Institutional Class

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® 130/30
Large Cap Fund

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, changes in net assets and cash flows as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to May 31, 2012

Class A

2.19%

 

 

 

Actual

 

$ 1,000.00

$ 984.20

$ 10.86

HypotheticalA

 

$ 1,000.00

$ 1,014.05

$ 11.03

Class T

2.44%

 

 

 

Actual

 

$ 1,000.00

$ 982.70

$ 12.09

HypotheticalA

 

$ 1,000.00

$ 1,012.80

$ 12.28

Class B

2.94%

 

 

 

Actual

 

$ 1,000.00

$ 979.50

$ 14.55

HypotheticalA

 

$ 1,000.00

$ 1,010.30

$ 14.78

Class C

2.94%

 

 

 

Actual

 

$ 1,000.00

$ 981.00

$ 14.56

HypotheticalA

 

$ 1,000.00

$ 1,010.30

$ 14.78

130/30 Large Cap

1.94%

 

 

 

Actual

 

$ 1,000.00

$ 985.30

$ 9.63

HypotheticalA

 

$ 1,000.00

$ 1,015.30

$ 9.77

Institutional Class

1.94%

 

 

 

Actual

 

$ 1,000.00

$ 984.60

$ 9.63

HypotheticalA

 

$ 1,000.00

$ 1,015.30

$ 9.77

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Long Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Wells Fargo & Co.

4.4

3.4

Amgen, Inc.

3.4

3.1

Community Health Systems, Inc.

3.0

0.5

Hewlett-Packard Co.

3.0

3.7

Visa, Inc. Class A

3.0

0.0

Cisco Systems, Inc.

3.0

1.5

Chevron Corp.

2.8

0.0*

Microsoft Corp.

2.7

1.9

Anheuser-Busch InBev SA NV

2.5

2.9

JPMorgan Chase & Co.

2.5

3.7

 

30.3

Top Ten Short Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets 6 months ago

Astoria Financial Corp.

(1.3)

0.0

IPC The Hospitalist Co., Inc.

(1.0)

0.0

Tiffany & Co., Inc.

(1.0)

0.0

Ultra Petroleum Corp.

(1.0)

0.0

Atmel Corp.

(1.0)

0.0

Netflix, Inc.

(0.9)

0.0

FormFactor, Inc.

(0.9)

(0.7)

Sysco Corp.

(0.9)

(1.0)

Annaly Capital Management, Inc.

(0.9)

0.0

Quality Systems, Inc.

(0.9)

0.0

 

(9.8)

 

Market Sectors as of May 31, 2012

As a % of fund's net assets

Long

Short

Net

Information Technology

23.2

(6.0)

17.2

Financials

18.4

(5.0)

13.4

Consumer Discretionary

16.7

(4.3)

12.4

Consumer Staples

12.3

(0.9)

11.4

Energy

17.7

(6.5)

11.2

Industrials

10.6

(0.4)

10.2

Health Care

14.8

(4.9)

9.9

Materials

4.4

0.0

4.4

Utilities

4.9

(1.5)

3.4

Telecommunication Services

4.1

(1.0)

3.1

Market Sectors as of November 30, 2011

As a % of fund's net assets

Long

Short

Net

Information Technology

25.9

(8.2)

17.7

Financials

19.1

(4.3)

14.8

Consumer Staples

14.2

(1.0)

13.2

Health Care

14.0

(1.1)

12.9

Consumer Discretionary

16.4

(5.9)

10.5

Energy

13.0

(3.3)

9.7

Industrials

13.6

(5.0)

8.6

Utilities

5.6

0.0

5.6

Materials

6.3

(2.4)

3.9

Telecommunication Services

4.2

(0.5)

3.7

Equity Exposure (% of fund's net assets)

As of May 31, 2012

As of November 30, 2011††

Long equity positions** 127.1%

Long equity positions** 132.3%

Short equity positions (30.5)%

Short equity positions (31.7)%

Net equity positions 96.6%

Net equity positions 100.6%

Foreign investments 16.6%

†† Foreign investments 16.0%

* Amount represents less than 0.1%.

** Long equity positions are adjusted to reflect the effect of future contracts, if applicable.

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

LONG STOCK POSITIONS (c) - 127.1%

Shares

Value

COMMON STOCKS - 125.3%

CONSUMER DISCRETIONARY - 14.9%

Auto Components - 1.6%

Delphi Automotive PLC

3,300

$ 95,799

Lear Corp.

5,300

211,205

 

307,004

Automobiles - 1.0%

General Motors Co. (a)

8,200

182,040

Hotels, Restaurants & Leisure - 3.4%

Brinker International, Inc.

3,100

100,161

Cracker Barrel Old Country Store, Inc.

1,600

98,032

Icahn Enterprises LP rights (a)

10,900

0

Texas Roadhouse, Inc. Class A

5,400

98,172

Wyndham Worldwide Corp.

7,100

353,580

 

649,945

Internet & Catalog Retail - 0.8%

Expedia, Inc.

3,200

146,848

Media - 2.5%

Carmike Cinemas, Inc. (a)

6,400

90,496

CBS Corp. Class B

6,000

191,520

The Walt Disney Co.

4,300

196,553

 

478,569

Specialty Retail - 3.1%

Dick's Sporting Goods, Inc.

2,100

97,650

Foot Locker, Inc.

3,100

98,394

Home Depot, Inc.

8,000

394,720

 

590,764

Textiles, Apparel & Luxury Goods - 2.5%

Iconix Brand Group, Inc. (a)

6,200

92,876

PVH Corp.

4,700

380,700

 

473,576

TOTAL CONSUMER DISCRETIONARY

2,828,746

CONSUMER STAPLES - 12.3%

Beverages - 3.5%

Anheuser-Busch InBev SA NV

7,100

480,384

SABMiller PLC

4,900

181,095

 

661,479

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

CONSUMER STAPLES - continued

Food & Staples Retailing - 3.0%

CVS Caremark Corp.

8,600

$ 386,484

Safeway, Inc.

10,000

190,200

 

576,684

Food Products - 1.1%

Kraft Foods, Inc. Class A

5,600

214,312

Household Products - 2.0%

Kimberly-Clark Corp.

4,900

388,815

Personal Products - 1.6%

Elizabeth Arden, Inc. (a)

6,000

206,760

Prestige Brands Holdings, Inc. (a)

6,370

87,460

 

294,220

Tobacco - 1.1%

Imperial Tobacco Group PLC

5,605

202,768

TOTAL CONSUMER STAPLES

2,338,278

ENERGY - 17.7%

Energy Equipment & Services - 3.5%

Helix Energy Solutions Group, Inc. (a)

13,400

229,542

National Oilwell Varco, Inc.

5,300

353,775

Oil States International, Inc. (a)

1,300

86,541

 

669,858

Oil, Gas & Consumable Fuels - 14.2%

Alon USA Energy, Inc.

12,000

101,640

Chevron Corp.

5,300

521,043

Delek US Holdings, Inc.

8,400

135,324

HollyFrontier Corp.

10,584

312,016

Marathon Oil Corp.

18,400

458,344

Marathon Petroleum Corp.

6,300

227,241

Murphy Oil Corp.

2,000

93,240

Tesoro Corp. (a)

12,200

269,864

Valero Energy Corp.

7,700

162,470

Western Refining, Inc.

11,500

222,410

Williams Companies, Inc.

6,100

186,233

 

2,689,825

TOTAL ENERGY

3,359,683

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

FINANCIALS - 18.4%

Commercial Banks - 6.6%

U.S. Bancorp

13,300

$ 413,763

Wells Fargo & Co.

26,200

839,711

 

1,253,474

Consumer Finance - 2.5%

Capital One Financial Corp.

7,600

390,412

Discover Financial Services

2,800

92,708

 

483,120

Diversified Financial Services - 3.3%

JPMorgan Chase & Co.

14,400

477,360

KKR Financial Holdings LLC

18,100

151,859

 

629,219

Insurance - 4.3%

AFLAC, Inc.

2,400

96,192

Allied World Assurance Co. Holdings Ltd.

3,200

246,080

MetLife, Inc.

12,900

376,809

Montpelier Re Holdings Ltd.

4,700

98,136

 

817,217

Real Estate Investment Trusts - 1.0%

Coresite Realty Corp.

3,900

93,015

LaSalle Hotel Properties (SBI)

3,400

93,772

 

186,787

Real Estate Management & Development - 0.7%

Altisource Portfolio Solutions SA (a)

2,300

133,078

TOTAL FINANCIALS

3,502,895

HEALTH CARE - 14.8%

Biotechnology - 6.2%

Amgen, Inc.

9,400

653,488

PDL BioPharma, Inc.

33,400

216,766

Spectrum Pharmaceuticals, Inc. (a)

17,500

202,825

United Therapeutics Corp. (a)

2,200

97,328

 

1,170,407

Health Care Equipment & Supplies - 3.6%

Boston Scientific Corp. (a)

34,800

199,752

Covidien PLC

7,400

383,172

Integra LifeSciences Holdings Corp. (a)

2,800

99,428

 

682,352

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

HEALTH CARE - continued

Health Care Providers & Services - 3.5%

Community Health Systems, Inc. (a)

25,900

$ 570,059

Omnicare, Inc.

2,900

91,408

 

661,467

Pharmaceuticals - 1.5%

Eli Lilly & Co.

5,100

208,845

Jazz Pharmaceuticals PLC (a)

2,000

86,400

 

295,245

TOTAL HEALTH CARE

2,809,471

INDUSTRIALS - 10.6%

Aerospace & Defense - 1.9%

Textron, Inc.

14,900

352,087

Building Products - 0.5%

Owens Corning (a)

3,100

95,666

Construction & Engineering - 0.5%

AECOM Technology Corp. (a)

5,300

86,337

Machinery - 5.8%

Actuant Corp. Class A

4,000

104,680

AGCO Corp. (a)

2,400

96,504

Cummins, Inc.

1,800

174,510

Ingersoll-Rand PLC

2,500

103,275

Parker Hannifin Corp.

4,500

367,830

Terex Corp. (a)

5,100

84,813

Timken Co.

3,700

176,490

 

1,108,102

Professional Services - 0.5%

Equifax, Inc.

2,200

99,374

Road & Rail - 1.4%

Con-way, Inc.

4,982

176,114

Hertz Global Holdings, Inc. (a)

7,200

97,992

 

274,106

TOTAL INDUSTRIALS

2,015,672

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

INFORMATION TECHNOLOGY - 23.2%

Communications Equipment - 3.9%

Brocade Communications Systems, Inc. (a)

37,700

$ 175,305

Cisco Systems, Inc.

34,100

556,853

 

732,158

Computers & Peripherals - 5.1%

Apple, Inc. (a)

700

404,411

Hewlett-Packard Co.

25,000

567,000

 

971,411

Electronic Equipment & Components - 3.7%

Flextronics International Ltd. (a)

36,800

236,256

Jabil Circuit, Inc.

18,400

351,992

Vishay Intertechnology, Inc. (a)

9,800

104,076

 

692,324

Internet Software & Services - 0.3%

Facebook, Inc.:

Class A

700

20,741

Class B (a)(d)

1,558

41,547

 

62,288

IT Services - 7.5%

Fidelity National Information Services, Inc.

3,000

98,340

Fiserv, Inc. (a)

1,400

94,402

MasterCard, Inc. Class A

900

365,859

Teradata Corp. (a)

1,400

93,072

TNS, Inc. (a)

6,300

112,644

Total System Services, Inc.

4,300

100,061

Visa, Inc. Class A

4,900

564,480

 

1,428,858

Software - 2.7%

Microsoft Corp.

17,600

513,744

TOTAL INFORMATION TECHNOLOGY

4,400,783

MATERIALS - 4.4%

Chemicals - 3.0%

Ashland, Inc.

1,500

95,895

CF Industries Holdings, Inc.

2,200

376,112

W.R. Grace & Co. (a)

1,700

89,250

 

561,257

Metals & Mining - 1.4%

Commercial Metals Co.

7,000

81,760

LONG STOCK POSITIONS (c) - continued

Shares

Value

COMMON STOCKS - continued

MATERIALS - continued

Metals & Mining - continued

Nucor Corp.

2,700

$ 96,552

Steel Dynamics, Inc.

8,300

87,482

 

265,794

TOTAL MATERIALS

827,051

TELECOMMUNICATION SERVICES - 4.1%

Diversified Telecommunication Services - 4.1%

BT Group PLC

125,900

400,536

CenturyLink, Inc.

4,900

192,178

Nippon Telegraph & Telephone Corp. sponsored ADR

8,900

190,460

 

783,174

UTILITIES - 4.9%

Electric Utilities - 2.7%

Edison International

4,300

193,328

NextEra Energy, Inc.

1,500

98,010

PNM Resources, Inc.

11,700

218,205

 

509,543

Independent Power Producers & Energy Traders - 1.0%

The AES Corp. (a)

16,400

198,276

Multi-Utilities - 1.2%

CMS Energy Corp.

9,900

230,670

TOTAL UTILITIES

938,489

TOTAL COMMON STOCKS

(Cost $24,348,715)

23,804,242

NONCONVERTIBLE PREFERRED STOCKS - 1.8%

CONSUMER DISCRETIONARY - 1.8%

Automobiles - 1.8%

Volkswagen AG
(Cost $370,790)

2,100

336,942

TOTAL LONG STOCK POSITIONS - 127.1%

(Cost $24,719,505)

24,141,184

Money Market Funds - 3.3%

Shares

Value

Fidelity Cash Central Fund, 0.17% (b)
(Cost $637,395)

637,395

$ 637,395

TOTAL INVESTMENT PORTFOLIO - 130.4%

(Cost $25,356,900)

24,778,579

TOTAL SHORT STOCK POSITIONS - (30.5)%

(Proceeds $6,405,041)

(5,796,422)

NET OTHER ASSETS (LIABILITIES) - 0.1%

17,337

NET ASSETS - 100%

$ 18,999,494

SHORT STOCK POSITIONS - (30.5)%

COMMON STOCKS - (30.5)%

CONSUMER DISCRETIONARY - (4.3)%

Auto Components - (0.5)%

Johnson Controls, Inc.

(3,200)

(96,448)

Hotels, Restaurants & Leisure - (0.5)%

MGM Mirage, Inc.

(8,500)

(92,055)

Morgans Hotel Group Co.

(2,000)

(8,980)

 

(101,035)

Internet & Catalog Retail - (1.0)%

Netflix, Inc.

(2,800)

(177,632)

Specialty Retail - (1.5)%

Tiffany & Co., Inc.

(3,400)

(188,326)

Williams-Sonoma, Inc.

(2,900)

(101,239)

 

(289,565)

Textiles, Apparel & Luxury Goods - (0.8)%

K-Swiss, Inc. Class A

(52,200)

(156,078)

TOTAL CONSUMER DISCRETIONARY

(820,758)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

CONSUMER STAPLES - (0.9)%

Food & Staples Retailing - (0.9)%

Sysco Corp.

(6,100)

$ (170,251)

ENERGY - (6.5)%

Energy Equipment & Services - (0.5)%

Tidewater, Inc.

(2,100)

(94,668)

Oil, Gas & Consumable Fuels - (6.0)%

Arch Coal, Inc.

(19,900)

(126,166)

Carrizo Oil & Gas, Inc.

(5,800)

(128,238)

Comstock Resources, Inc.

(9,900)

(148,005)

CONSOL Energy, Inc.

(5,000)

(140,400)

FX Energy, Inc.

(23,100)

(112,497)

Northern Oil & Gas, Inc.

(5,500)

(98,615)

Penn Virginia Corp.

(17,000)

(95,540)

Rex Energy Corp.

(10,800)

(108,648)

Ultra Petroleum Corp.

(9,900)

(183,348)

 

(1,141,457)

TOTAL ENERGY

(1,236,125)

FINANCIALS - (5.0)%

Capital Markets - (0.5)%

Eaton Vance Corp. (non-vtg.)

(4,000)

(97,360)

Commercial Banks - (1.3)%

Valley National Bancorp

(13,060)

(146,141)

Westamerica Bancorp.

(2,100)

(93,891)

 

(240,032)

Real Estate Investment Trusts - (1.4)%

Annaly Capital Management, Inc.

(10,200)

(169,524)

Plum Creek Timber Co., Inc.

(2,800)

(102,200)

 

(271,724)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

FINANCIALS - continued

Thrifts & Mortgage Finance - (1.8)%

Astoria Financial Corp.

(28,100)

$ (252,619)

New York Community Bancorp, Inc.

(7,800)

(96,330)

 

(348,949)

TOTAL FINANCIALS

(958,065)

HEALTH CARE - (4.9)%

Biotechnology - (1.4)%

Dendreon Corp.

(6,800)

(47,600)

Sangamo Biosciences, Inc.

(27,600)

(122,544)

Verastem, Inc.

(10,000)

(100,400)

 

(270,544)

Health Care Providers & Services - (1.0)%

IPC The Hospitalist Co., Inc.

(5,500)

(192,445)

Health Care Technology - (2.1)%

Cerner Corp.

(1,200)

(93,552)

Computer Programs & Systems, Inc.

(2,500)

(136,000)

Quality Systems, Inc.

(5,700)

(163,077)

 

(392,629)

Life Sciences Tools & Services - (0.4)%

Sequenom, Inc.

(20,200)

(77,366)

TOTAL HEALTH CARE

(932,984)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

INDUSTRIALS - (0.4)%

Air Freight & Logistics - (0.4)%

Expeditors International of Washington, Inc.

(2,200)

$ (84,150)

INFORMATION TECHNOLOGY - (6.0)%

Communications Equipment - (0.8)%

JDS Uniphase Corp.

(15,100)

(153,265)

Electronic Equipment & Components - (0.8)%

IPG Photonics Corp.

(3,600)

(154,080)

Internet Software & Services - (0.5)%

WebMD Health Corp.

(3,900)

(89,817)

Semiconductors & Semiconductor Equipment - (3.4)%

Atmel Corp.

(26,100)

(182,700)

FormFactor, Inc.

(28,700)

(171,913)

Microchip Technology, Inc.

(2,900)

(89,958)

Omnivision Technologies, Inc.

(6,200)

(100,316)

Rubicon Technology, Inc.

(10,700)

(94,374)

 

(639,261)

Software - (0.5)%

Rovi Corp.

(3,700)

(90,391)

TOTAL INFORMATION TECHNOLOGY

(1,126,814)

TELECOMMUNICATION SERVICES - (1.0)%

Diversified Telecommunication Services - (0.5)%

Level 3 Communications, Inc.

(4,100)

(87,043)

Wireless Telecommunication Services - (0.5)%

Crown Castle International Corp.

(1,800)

(98,280)

TOTAL TELECOMMUNICATION SERVICES

(185,323)

SHORT STOCK POSITIONS - continued

 

 

Shares

Value

COMMON STOCKS - continued

UTILITIES - (1.5)%

Electric Utilities - (0.5)%

Exelon Corp.

(2,600)

$ (96,148)

Gas Utilities - (0.5)%

UGI Corp.

(3,300)

(94,644)

Independent Power Producers & Energy Traders - (0.5)%

GenOn Energy, Inc.

(53,000)

(91,160)

TOTAL UTILITIES

(281,952)

TOTAL SHORT STOCK POSITIONS - (30.5)%
(Proceeds $6,405,041)

$ (5,796,422)

Legend

(a) Non-income producing

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

(c) A portion of the securities, totaling $17,888,509, are pledged with brokers as collateral for securities sold short.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $41,547 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 38,961

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

$ 272

Other Information

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,165,688

$ 2,828,746

$ 336,942

$ -

Consumer Staples

2,338,278

1,474,031

864,247

-

Energy

3,359,683

3,359,683

-

-

Financials

3,502,895

3,502,895

-

-

Health Care

2,809,471

2,809,471

-

-

Industrials

2,015,672

2,015,672

-

-

Information Technology

4,400,783

4,359,236

41,547

-

Materials

827,051

827,051

-

-

Telecommunication Services

783,174

382,638

400,536

-

Utilities

938,489

938,489

-

-

Money Market Funds

637,395

637,395

-

-

Short Positions

(5,796,422)

(5,796,422)

-

-

Total Investments in Securities:

$ 18,982,157

$ 17,338,885

$ 1,643,272

$ -

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

Investments in Securities:

Beginning Balance

$ 38,950

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(38,950)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ -

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.

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

United States of America

83.4%

United Kingdom

4.2%

Ireland

2.9%

Belgium

2.5%

Germany

1.8%

Switzerland

1.3%

Singapore

1.2%

Japan

1.0%

Others (Individually Less Than 1%)

1.7%

 

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

  

May 31, 2012 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $24,719,505)

$ 24,141,184

 

Fidelity Central Funds (cost $637,395)

637,395

 

Total Investments (cost $25,356,900)

 

$ 24,778,579

Cash

 

3,242

Receivable for investments sold

1,277,985

Receivable for fund shares sold

36,903

Dividends receivable

55,600

Distributions receivable from Fidelity Central Funds

74

Prepaid expenses

12

Receivable from investment adviser for expense reductions

3,725

Total assets

26,156,120

 

 

 

Liabilities

Payable for investments purchased

$ 1,223,274

Securities sold short at value (proceeds $6,405,041)

5,796,422

Dividend expense payable on securities sold short

5,373

Payable for fund shares redeemed

74,660

Accrued management fee

9,073

Distribution and service plan fees payable

1,678

Other affiliated payables

6,006

Other payables and accrued expenses

40,140

Total liabilities

7,156,626

 

 

 

Net Assets

$ 18,999,494

Net Assets consist of:

 

Paid in capital

$ 87,584,346

Undistributed net investment income

81,392

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

(68,695,804)

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

29,560

Net Assets

$ 18,999,494

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

Semiannual Report

Statement of Assets and Liabilities - continued

  

May 31, 2012 (Unaudited)

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($1,522,522 ÷ 222,386 shares)

$ 6.85

 

 

 

Maximum offering price per share (100/94.25 of $6.85)

$ 7.27

Class T:
Net Asset Value
and redemption price per share ($852,910 ÷ 125,455 shares)

$ 6.80

 

 

 

Maximum offering price per share (100/96.50 of $6.80)

$ 7.05

Class B:
Net Asset Value
and offering price per share ($227,707 ÷ 33,994 shares)A

$ 6.70

 

 

 

Class C:
Net Asset Value
and offering price per share ($931,971 ÷ 139,175 shares)A

$ 6.70

 

 

 

130/30 Large Cap:
Net Asset Value
, offering price and redemption price per share ($15,405,933 ÷ 2,242,393 shares)

$ 6.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($58,451 ÷ 8,528 shares)

$ 6.85

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

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended May 31, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 297,732

Income from Fidelity Central Funds

 

272

Total income

 

298,004

 

 

 

Expenses

Management fee
Basic fee

$ 92,240

Performance adjustment

(33,450)

Transfer agent fees

32,940

Distribution and service plan fees

10,480

Accounting fees and expenses

5,291

Custodian fees and expenses

16,477

Independent trustees' compensation

69

Registration fees

68,940

Audit

34,254

Legal

29

Interest

21,024

Dividend expenses for securities sold short

47,387

Miscellaneous

117

Total expenses before reductions

295,798

Expense reductions

(79,186)

216,612

Net investment income (loss)

81,392

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

851,523

Foreign currency transactions

(1,078)

Securities Sold Short

(680,001)

Total net realized gain (loss)

 

170,444

Change in net unrealized appreciation (depreciation) on:

Investment securities

(389,552)

Assets and liabilities in foreign currencies

(430)

Total change in net unrealized appreciation (depreciation)

 

(389,982)

Net gain (loss)

(219,538)

Net increase (decrease) in net assets resulting from operations

$ (138,146)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended May 31, 2012
(Unaudited)

Year ended
November 30, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 81,392

$ (48,037)

Net realized gain (loss)

170,444

3,057,111

Change in net unrealized appreciation (depreciation)

(389,982)

(2,429,279)

Net increase (decrease) in net assets resulting
from operations

(138,146)

579,795

Distributions to shareholders from net realized gain

(19,061)

-

Share transactions - net increase (decrease)

(3,758,880)

(4,332,753)

Total increase (decrease) in net assets

(3,916,087)

(3,752,958)

 

 

 

Net Assets

Beginning of period

22,915,581

26,668,539

End of period (including undistributed net investment income of $81,392 and undistributed net investment income of $0, respectively)

$ 18,999,494

$ 22,915,581

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

Semiannual Report

Financial Statements - continued

Statement of Cash Flows

 Six months ended May 31, 2012 (Unaudited)

 

 

 

Cash flows from operating activities:

 

Net decrease in net assets resulting from operations

$ (138,146)

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

 

 

 

Changes in assets and liabilities related to operations:

 

Change in receivable for investments sold

386,142

Change in dividends receivable and distributions receivable from Fidelity Central Funds

7,224

Change in prepaid expenses

75

Change in receivable from investment advisor for expense reductions

(3,725)

Change in payable for investments purchased

(946,668)

Change in dividend expense payable on securities sold short

2,428

Change in other payables and accrued expenses

(21,847)

Purchases of long term investments

(35,484,071)

Proceeds from sale of long term investments

42,037,916

Purchases of and proceeds from short term investments - net

(247,629)

Net cash from return of capital distributions

7,090

Purchases of covers for securities sold short

(11,148,400)

Proceeds from securities sold short

9,090,822

Net realized gain on investments, foreign currency transactions and securities sold short

(170,444)

Change in net unrealized (appreciation) depreciation on investments, foreign currency transactions and securities sold short

389,982

 

 

Net cash provided by operating activities

3,760,749

Cash flows from financing activities:

 

Proceeds from sales of shares

2,743,112

Distributions to shareholders net of reinvestments

(972)

Cost of shares redeemed

(6,502,463)

Change in accrued broker fees on securities borrowed

590

Net cash used in financing activities

(3,759,733)

 

 

Net increase in cash and cash equivalents

1,016

Cash and foreign currency, beginning of period

2,226

Cash and foreign currency, end of period

$ 3,242

(Cash paid during the period for interest $20,434)

 

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

Semiannual Report

Financial Highlights - Class A

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.96

$ 6.82

$ 6.48

$ 6.38

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .02

  (.02)

  (.03)

  .03

  - J

Net realized and unrealized gain (loss)

  (.13)

  .16

  .40

  .10

  (3.62)

Total from investment operations

  (.11)

  .14

  .37

  .13

  (3.62)

Distributions from net investment income

  -

  -

  (.02)

  (.03)

  -

Distributions from net realized gain

  -

  -

  (.01)

  -

  -

Total distributions

  -

  -

  (.03)

  (.03)

  -

Net asset value, end of period

$ 6.85

$ 6.96

$ 6.82

$ 6.48

$ 6.38

Total Return B,C,D

  (1.58)%

  2.05%

  5.75%

  2.04%

  (36.20)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  2.91% A

  2.23%

  2.25%

  2.26%

  2.63% A

Expenses net of fee waivers, if any

  2.19% A

  2.12%

  2.19%

  2.19%

  2.50% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.27% A

  1.67%

  1.61%

  1.62%

  1.68% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.53% A

  1.54%

  1.51%

  1.53%

  1.55% A

Net investment income (loss)

  .61% A

  (.34)%

  (.49)%

  .47%

  .07% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,523

$ 1,639

$ 1,440

$ 1,898

$ 7,648

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class T

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.92

$ 6.80

$ 6.47

$ 6.37

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .01

  (.04)

  (.05)

  .01

  (.01)

Net realized and unrealized gain (loss)

  (.13)

  .16

  .41

  .10

  (3.62)

Total from investment operations

  (.12)

  .12

  .36

  .11

  (3.63)

Distributions from net investment income

  -

  -

  (.02)

  (.01)

  -

Distributions from net realized gain

  -

  -

  (.01)

  -

  -

Total distributions

  -

  -

  (.03)

  (.01)

  -

Net asset value, end of period

$ 6.80

$ 6.92

$ 6.80

$ 6.47

$ 6.37

Total Return B,C,D

  (1.73)%

  1.76%

  5.54%

  1.75%

  (36.30)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.16% A

  2.47%

  2.49%

  2.43%

  2.96% A

Expenses net of fee waivers, if any

  2.44% A

  2.35%

  2.44%

  2.43%

  2.75% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.52% A

  1.91%

  1.85%

  1.79%

  2.01% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.78% A

  1.77%

  1.76%

  1.77%

  1.80% A

Net investment income (loss)

  .36% A

  (.57)%

  (.74)%

  .23%

  (.20)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 853

$ 1,162

$ 825

$ 973

$ 1,703

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class B

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.84

$ 6.75

$ 6.43

$ 6.35

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.08)

  (.08)

  (.02)

  (.04)

Net realized and unrealized gain (loss)

  (.13)

  .17

  .40

  .10

  (3.61)

Total from investment operations

  (.14)

  .09

  .32

  .08

  (3.65)

Net asset value, end of period

$ 6.70

$ 6.84

$ 6.75

$ 6.43

$ 6.35

Total Return B,C,D

  (2.05)%

  1.33%

  4.98%

  1.26%

  (36.50)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.67% A

  3.01%

  3.02%

  2.92%

  3.45% A

Expenses net of fee waivers, if any

  2.94% A

  2.87%

  2.94%

  2.92%

  3.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  3.03% A

  2.45%

  2.38%

  2.28%

  2.50% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  2.29% A

  2.29%

  2.26%

  2.25%

  2.30% A

Net investment income (loss)

  (.15)% A

  (1.08)%

  (1.24)%

  (.26)%

  (.69)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 228

$ 278

$ 410

$ 593

$ 912

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.83

$ 6.74

$ 6.42

$ 6.35

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.01)

  (.08)

  (.08)

  (.02)

  (.04)

Net realized and unrealized gain (loss)

  (.12)

  .17

  .40

  .09

  (3.61)

Total from investment operations

  (.13)

  .09

  .32

  .07

  (3.65)

Net asset value, end of period

$ 6.70

$ 6.83

$ 6.74

$ 6.42

$ 6.35

Total Return B,C,D

  (1.90)%

  1.34%

  4.98%

  1.10%

  (36.50)%

Ratios to Average Net Assets F,I

 

 

 

 

 

Expenses before reductions

  3.64% A

  2.96%

  3.00%

  2.96%

  3.43% A

Expenses net of fee waivers, if any

  2.94% A

  2.86%

  2.94%

  2.94%

  3.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  3.00% A

  2.40%

  2.36%

  2.32%

  2.48% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  2.28% A

  2.28%

  2.26%

  2.28%

  2.30% A

Net investment income (loss)

  (.14)% A

  (1.08)%

  (1.24)%

  (.28)%

  (.69)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 932

$ 860

$ 641

$ 867

$ 1,925

Portfolio turnover rate G

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - 130/30 Large Cap

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.98

$ 6.82

$ 6.50

$ 6.40

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .03

  (.01)

  (.02)

  .04

  .02

Net realized and unrealized gain (loss)

  (.13)

  .17

  .40

  .10

  (3.62)

Total from investment operations

  (.10)

  .16

  .38

  .14

  (3.60)

Distributions from net investment income

  -

  -

  (.05)

  (.04)

  -

Distributions from net realized gain

  (.01)

  -

  (.01)

  -

  -

Total distributions

  (.01)

  -

  (.06)

  (.04)

  -

Net asset value, end of period

$ 6.87

$ 6.98

$ 6.82

$ 6.50

$ 6.40

Total Return B,C

  (1.47)%

  2.35%

  5.94%

  2.15%

  (36.00)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  2.66% A

  1.97%

  1.99%

  1.96%

  2.32% A

Expenses net of fee waivers, if any

  1.94% A

  1.86%

  1.94%

  1.94%

  2.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.02% A

  1.41%

  1.35%

  1.32%

  1.37% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.28% A

  1.28%

  1.26%

  1.28%

  1.30% A

Net investment income (loss)

  .86% A

  (.08)%

  (.25)%

  .72%

  .31% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 15,406

$ 18,867

$ 17,690

$ 21,850

$ 101,323

Portfolio turnover rate F

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Institutional Class

 

Six months ended May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 6.98

$ 6.81

$ 6.50

$ 6.40

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .03

  (.01)

  (.01)

  .05

  .02

Net realized and unrealized gain (loss)

  (.14)

  .18

  .41

  .09

  (3.62)

Total from investment operations

  (.11)

  .17

  .40

  .14

  (3.60)

Distributions from net investment income

  -

  -

  (.08)

  (.04)

  -

Distributions from net realized gain

  (.02)

  -

  (.01)

  -

  -

Total distributions

  (.02)

  -

  (.09)

  (.04)

  -

Net asset value, end of period

$ 6.85

$ 6.98

$ 6.81

$ 6.50

$ 6.40

Total Return B,C

  (1.54)%

  2.50%

  6.22%

  2.15%

  (36.00)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  2.64% A

  2.08%

  1.87%

  1.79%

  2.39% A

Expenses net of fee waivers, if any

  1.94% A

  1.87%

  1.87%

  1.79%

  2.25% A

Expenses before reductions (excluding interest and dividend expenses for securities sold short)

  2.00% A

  1.52%

  1.23%

  1.15%

  1.44% A

Expenses net of all reductions (excluding interest and dividend expenses for securities sold short)

  1.28% A

  1.29%

  1.19%

  1.12%

  1.30% A

Net investment income (loss)

  .85% A

  (.09)%

  (.17)%

  .87%

  .31% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 58

$ 109

$ 5,662

$ 4,073

$ 2,954

Portfolio turnover rate F

  272% A

  310%

  281%

  329%

  288%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period March 31, 2008 (commencement of operations) to November 30, 2008.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2012 (Unaudited)

1. Organization.

Fidelity® 130/30 Large Cap 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 Class A, Class T, Class C, 130/30 Large Cap and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to foreign currency transactions, partnerships, certain payments in-lieu of dividends on short sales, net operating losses, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 990,371

Gross unrealized depreciation

(1,678,590)

Net unrealized appreciation (depreciation) on securities and other investments

$ (688,219)

Tax cost

$ 25,466,798

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At November 30, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (13,938,461)

2017

(54,796,489)

Total capital loss carryforward

$ (68,734,950)

4. Operating Policies.

Short Sales. Consistent with its investment objective, the Fund holds long securities that it expects to outperform the market and sells securities short in issuers expected to underperform the market. The Fund intends to maintain a net long exposure (the market value of long positions less the market value of short positions) of 100%, normally targeting long and short positions of approximately 130% and 30% of the Fund's net assets, respectively. In a short sale transaction, the Fund sells securities it does not own, but has borrowed from a broker, in anticipation of a decline in the market value of the securities. To complete or "close out" a short sale, the Fund must purchase the same securities at the current market price and deliver them to the broker. Until the Fund closes out a short position, it is obligated to pay the broker fees incurred on borrowing the securities. The fees, which are net of rebates, are recorded as interest expense in the

Semiannual Report

4. Operating Policies - continued

Short Sales - continued

accompanying Statement of Operations. The Fund is required to maintain a margin account with the broker and to pledge a portion of its assets to the broker as collateral for the borrowed securities. The collateral is marked-to-market daily to reflect the current value of the short positions. The Fund is subject to risk of loss if the broker were to fail to perform its obligations under the contract. Short positions are reported at value in the accompanying Schedule of Investments under the caption "Short Stock Positions" and in the accompanying Statement of Assets & Liabilities. Dividends declared on short positions are recorded as dividend expense in the accompanying Statement of Operations and the Fund is obligated to pay the broker any dividends due on securities sold short. In the event the price of a security sold short increases between the short sale and when the Fund closes out the short sale, the Fund will incur a loss. The Fund will realize a gain if the security declines in value between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are theoretically unlimited because the short position loses value as the securities' price increases. The Fund's ultimate obligation to satisfy the short sale may exceed the amount shown in the accompanying Statement of Assets & Liabilities.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short sales and short-term securities, aggregated $35,484,071 and $42,037,916, respectively. Securities sold short and purchases to cover securities sold short aggregated $9,090,822 and $11,148,400 respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 130/30 Large Cap as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 2,058

$ 9

Class T

.25%

.25%

2,575

10

Class B

.75%

.25%

1,315

987

Class C

.75%

.25%

4,532

1,115

 

 

 

$ 10,480

$ 2,121

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B, 1.00% for Class C, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 642

Class T

251

Class B*

1,560

Class C*

106

 

$ 2,559

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

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets
*

Class A

$ 2,496

.30

Class T

1,719

.34

Class B

394

.30

Class C

1,367

.30

130/30 Large Cap

26,849

.31

Institutional Class

115

.30

 

$ 32,940

 

* Annualized

Accounting Fees. Fidelity Service Company, Inc.(FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $2,196 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $34 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

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense and dividend expense on securities sold short, including commitment fees, are excluded from this reimbursement. As a result, actual expenses paid by a shareholder may be higher than the limitations listed in the table below.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.55%

$ 5,891

Class T

1.80%

3,707

Class B

2.30%

949

Class C

2.30%

3,178

130/30 Large Cap

1.30%

63,143

Institutional Class

1.30%

267

 

 

$ 77,135

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,051 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2012

Year ended
November 30,
2011

From net realized gain

 

 

130/30 Large Cap

18,728

-

Institutional Class

333

-

Total

$ 19,061

$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended May 31,
2012

Year ended
November 30, 2011

Six months ended
May 31,
2012

Year ended
November 30, 2011

Class A

 

 

 

 

Shares sold

24,700

199,158

$ 180,971

$ 1,534,399

Shares redeemed

(37,783)

(174,924)

(275,063)

(1,292,685)

Net increase (decrease)

(13,083)

24,234

$ (94,092)

$ 241,714

Class T

 

 

 

 

Shares sold

15,195

142,627

$ 109,297

$ 1,085,983

Shares redeemed

(57,593)

(96,147)

(425,849)

(665,488)

Net increase (decrease)

(42,398)

46,480

$ (316,552)

$ 420,495

Class B

 

 

 

 

Shares sold

2,883

4,146

$ 20,636

$ 28,364

Shares redeemed

(9,582)

(24,304)

(69,375)

(168,493)

Net increase (decrease)

(6,699)

(20,158)

$ (48,739)

$ (140,129)

Class C

 

 

 

 

Shares sold

25,232

112,916

$ 180,414

$ 850,566

Shares redeemed

(11,967)

(81,994)

(83,882)

(568,719)

Net increase (decrease)

13,265

30,922

$ 96,532

$ 281,847

130/30 Large Cap

 

 

 

 

Shares sold

312,063

2,062,899

$ 2,258,301

$ 15,809,116

Reinvestment of distributions

2,618

-

17,777

-

Shares redeemed

(773,834)

(1,954,365)

(5,620,580)

(14,497,661)

Net increase (decrease)

(459,153)

108,534

$ (3,344,502)

$ 1,311,455

Institutional Class

 

 

 

 

Shares sold

1,084

8,011

$ 7,822

$ 62,450

Reinvestment of distributions

46

-

312

-

Shares redeemed

(8,246)

(824,313)

(59,661)

(6,510,585)

Net increase (decrease)

(7,116)

(816,302)

$ (51,527)

$ (6,448,135)

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 Bank of New York Mellon
New York, NY

AFLCI-USAN-0712
1.859209.104

(Fidelity Investment logo)(registered trademark)

Fidelity®
Growth Strategies
Fund

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to
May 31, 2012

Growth Strategies

.74%

 

 

 

Actual

 

$ 1,000.00

$ 1,001.60

$ 3.70

HypotheticalA

 

$ 1,000.00

$ 1,021.30

$ 3.74

Class K

.49%

 

 

 

Actual

 

$ 1,000.00

$ 1,002.60

$ 2.45

HypotheticalA

 

$ 1,000.00

$ 1,022.55

$ 2.48

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Fidelity Growth Strategies Fund

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Intuit, Inc.

1.4

1.3

Alexion Pharmaceuticals, Inc.

1.4

1.0

Ross Stores, Inc.

1.3

0.0

Bed Bath & Beyond, Inc.

1.3

0.0

VeriSign, Inc.

1.3

1.1

Discovery Communications, Inc.

1.2

1.0

Citrix Systems, Inc.

1.2

1.8

Dollar Tree, Inc.

1.2

1.1

Fluor Corp.

1.2

1.0

Monster Beverage Corp.

1.2

0.5

 

12.7

Top Five Market Sectors as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.5

17.5

Information Technology

18.7

22.1

Health Care

15.5

15.1

Industrials

13.0

12.7

Materials

8.4

8.6

Asset Allocation (% of fund's net assets)

As of May 31, 2012*

As of November 30, 2011**

mtv40

Stocks 95.6%

 

mtv40

Stocks 97.9%

 

mtv43

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.4%

 

mtv43

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.1%

 

* Foreign investments

6.8%

 

** Foreign investments

11.0%

 

mtv46

Semiannual Report

Fidelity Growth Strategies Fund

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.6%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 22.5%

Auto Components - 0.5%

WABCO Holdings, Inc. (a)

157,501

$ 8,152

Automobiles - 1.3%

Harley-Davidson, Inc.

300,020

14,455

Tesla Motors, Inc. (a)

250,000

7,375

 

21,830

Diversified Consumer Services - 0.1%

Weight Watchers International, Inc.

40,616

2,305

Hotels, Restaurants & Leisure - 2.2%

BJ's Restaurants, Inc. (a)

143,509

6,284

Brinker International, Inc.

250,300

8,087

Chipotle Mexican Grill, Inc. (a)

25,760

10,641

Panera Bread Co. Class A (a)

16,417

2,412

Texas Roadhouse, Inc. Class A

490,800

8,923

 

36,347

Household Durables - 0.5%

Jarden Corp.

11,406

464

Tempur-Pedic International, Inc. (a)

127,161

5,876

Tupperware Brands Corp.

25,426

1,374

 

7,714

Internet & Catalog Retail - 0.7%

Expedia, Inc. (d)

264,546

12,140

Leisure Equipment & Products - 0.6%

Polaris Industries, Inc.

126,542

9,613

Media - 1.5%

Discovery Communications, Inc. (a)

405,168

20,299

DISH Network Corp. Class A

191,011

5,356

Virgin Media, Inc.

20,110

443

 

26,098

Multiline Retail - 2.1%

Dollar General Corp. (a)

279,200

13,656

Dollar Tree, Inc. (a)

191,643

19,774

Macy's, Inc.

63,337

2,410

 

35,840

Specialty Retail - 9.1%

Abercrombie & Fitch Co. Class A

57,989

1,945

Advance Auto Parts, Inc.

166,627

12,154

AutoZone, Inc. (a)

45,900

17,454

Bed Bath & Beyond, Inc. (a)

310,100

22,405

Body Central Corp. (a)

279,688

4,097

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

CarMax, Inc. (a)

200,007

$ 5,642

DSW, Inc. Class A

5,810

347

Limited Brands, Inc.

408,850

18,137

PetSmart, Inc.

150,000

9,666

Ross Stores, Inc.

354,400

22,409

Sally Beauty Holdings, Inc. (a)

388,500

10,268

Tractor Supply Co.

158,142

14,446

Ulta Salon, Cosmetics & Fragrance, Inc.

143,110

12,790

 

151,760

Textiles, Apparel & Luxury Goods - 3.9%

Fifth & Pacific Companies, Inc. (a)

532,902

6,379

Michael Kors Holdings Ltd.

35,127

1,383

PVH Corp.

200,000

16,200

Ralph Lauren Corp.

115,000

17,112

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

118,300

11,916

Warnaco Group, Inc. (a)

263,629

11,734

 

64,724

TOTAL CONSUMER DISCRETIONARY

376,523

CONSUMER STAPLES - 5.0%

Beverages - 2.3%

Brown-Forman Corp. Class B (non-vtg.)

41,087

3,582

Dr Pepper Snapple Group, Inc.

360,245

14,864

Embotelladora Andina SA sponsored ADR

27,041

846

Monster Beverage Corp. (a)

266,620

19,357

 

38,649

Food & Staples Retailing - 0.4%

Whole Foods Market, Inc.

85,146

7,545

Food Products - 1.4%

Bunge Ltd.

174,700

10,395

Green Mountain Coffee Roasters, Inc. (a)

182,088

4,297

Mead Johnson Nutrition Co. Class A

5,580

451

The Hershey Co.

115,302

7,709

 

22,852

Personal Products - 0.4%

Herbalife Ltd.

107,450

4,813

Nu Skin Enterprises, Inc. Class A

26,781

1,148

 

5,961

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - 0.5%

Lorillard, Inc.

69,769

$ 8,623

TOTAL CONSUMER STAPLES

83,630

ENERGY - 7.5%

Energy Equipment & Services - 3.2%

Cameron International Corp. (a)

331,965

15,167

Dresser-Rand Group, Inc. (a)

82,321

3,612

FMC Technologies, Inc. (a)

191,935

7,723

Heckmann Corp. (a)

2,796,252

9,451

Helmerich & Payne, Inc.

240,235

10,883

Rowan Companies PLC (a)

254,100

7,623

 

54,459

Oil, Gas & Consumable Fuels - 4.3%

Alpha Natural Resources, Inc. (a)

270,335

2,833

Cabot Oil & Gas Corp.

434,084

14,125

EXCO Resources, Inc. (d)

729,767

5,254

HollyFrontier Corp.

457,007

13,473

Murphy Oil Corp.

150,989

7,039

Pioneer Natural Resources Co.

167,269

16,175

QEP Resources, Inc.

295,418

7,775

SM Energy Co.

93,992

5,084

 

71,758

TOTAL ENERGY

126,217

FINANCIALS - 4.8%

Capital Markets - 1.1%

Affiliated Managers Group, Inc. (a)

6,094

628

FXCM, Inc. Class A

67,300

692

KKR & Co. LP

873,092

10,259

Waddell & Reed Financial, Inc. Class A

259,943

7,463

 

19,042

Diversified Financial Services - 0.3%

MSCI, Inc. Class A (a)

168,461

5,696

Insurance - 0.1%

Allied World Assurance Co. Holdings Ltd.

12,236

941

Real Estate Investment Trusts - 1.8%

Boston Properties, Inc.

113,700

11,703

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Camden Property Trust (SBI)

23,789

$ 1,549

Ventas, Inc.

284,280

16,721

 

29,973

Real Estate Management & Development - 1.0%

Altisource Portfolio Solutions SA (a)

197,063

11,402

Jones Lang LaSalle, Inc.

77,057

5,587

 

16,989

Thrifts & Mortgage Finance - 0.5%

Ocwen Financial Corp. (a)

491,000

7,871

TOTAL FINANCIALS

80,512

HEALTH CARE - 15.5%

Biotechnology - 4.5%

Alexion Pharmaceuticals, Inc. (a)

260,447

23,589

ARIAD Pharmaceuticals, Inc. (a)

15,870

263

BioMarin Pharmaceutical, Inc. (a)

200,000

7,128

InterMune, Inc. (a)

619,679

6,463

Regeneron Pharmaceuticals, Inc. (a)

2,303

312

Seattle Genetics, Inc. (a)

502

10

Theravance, Inc. (a)(d)

341,372

7,063

Threshold Pharmaceuticals, Inc. (a)(d)

389,894

2,858

United Therapeutics Corp. (a)

228,180

10,095

Vertex Pharmaceuticals, Inc. (a)

299,300

17,970

 

75,751

Health Care Equipment & Supplies - 4.5%

C.R. Bard, Inc.

168,200

16,347

CareFusion Corp. (a)

107,808

2,613

Cyberonics, Inc. (a)

153,944

5,935

DENTSPLY International, Inc.

164,564

6,089

Edwards Lifesciences Corp. (a)

176,599

15,076

Insulet Corp. (a)

328,154

6,045

NuVasive, Inc. (a)

238,680

4,716

Sirona Dental Systems, Inc. (a)

184,517

7,894

The Cooper Companies, Inc.

115,798

9,864

 

74,579

Health Care Providers & Services - 3.4%

AmerisourceBergen Corp.

475,500

17,589

Catalyst Health Solutions, Inc. (a)

150,082

13,038

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

DaVita, Inc. (a)

82,539

$ 6,706

Henry Schein, Inc. (a)

19,971

1,484

Laboratory Corp. of America Holdings (a)

85,541

7,124

Universal Health Services, Inc. Class B

281,976

10,927

Wellcare Health Plans, Inc. (a)

3,833

216

 

57,084

Health Care Technology - 0.4%

Cerner Corp. (a)

84,864

6,616

Merge Healthcare, Inc. (a)(d)

371,357

873

 

7,489

Life Sciences Tools & Services - 1.3%

Illumina, Inc. (a)(d)

155,930

6,714

Waters Corp. (a)

189,455

15,115

 

21,829

Pharmaceuticals - 1.4%

Endo Pharmaceuticals Holdings, Inc. (a)

105,872

3,443

Salix Pharmaceuticals Ltd. (a)

19,533

1,012

Shire PLC sponsored ADR

48,300

4,077

ViroPharma, Inc. (a)

87,920

1,771

Warner Chilcott PLC (a)

394,802

7,446

Watson Pharmaceuticals, Inc. (a)

72,419

5,163

 

22,912

TOTAL HEALTH CARE

259,644

INDUSTRIALS - 13.0%

Aerospace & Defense - 1.8%

Alliant Techsystems, Inc.

132,880

6,504

BE Aerospace, Inc. (a)

315,006

13,646

Esterline Technologies Corp. (a)

100,000

6,459

TransDigm Group, Inc. (a)

27,230

3,349

 

29,958

Building Products - 1.7%

Lennox International, Inc.

376,764

16,159

Owens Corning (a)

384,975

11,880

 

28,039

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - 0.4%

Copart, Inc. (a)

92,372

$ 2,504

Stericycle, Inc. (a)

61,693

5,383

 

7,887

Construction & Engineering - 1.2%

Fluor Corp.

414,565

19,435

Electrical Equipment - 3.1%

AMETEK, Inc.

300,084

15,217

Cooper Industries PLC Class A

200,000

14,100

Hubbell, Inc. Class B

54,922

4,334

Roper Industries, Inc.

175,450

17,759

 

51,410

Machinery - 3.2%

Donaldson Co., Inc.

36,268

1,297

Graco, Inc.

119,264

5,745

Ingersoll-Rand PLC

456,125

18,843

Pall Corp.

13,105

729

Parker Hannifin Corp.

158,787

12,979

Stanley Black & Decker, Inc.

92,348

6,118

Timken Co.

154,134

7,352

 

53,063

Professional Services - 0.9%

IHS, Inc. Class A (a)

105,046

10,399

Qualicorp SA

608,000

5,185

 

15,584

Road & Rail - 0.2%

Con-way, Inc.

63,900

2,259

J.B. Hunt Transport Services, Inc.

26,305

1,503

 

3,762

Trading Companies & Distributors - 0.5%

W.W. Grainger, Inc.

40,528

7,848

WESCO International, Inc. (a)

3,621

215

 

8,063

TOTAL INDUSTRIALS

217,201

INFORMATION TECHNOLOGY - 18.7%

Communications Equipment - 2.0%

Acme Packet, Inc. (a)(d)

300,000

6,864

Comverse Technology, Inc. (a)

185,943

1,136

F5 Networks, Inc. (a)

141,800

14,673

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Polycom, Inc. (a)

704,617

$ 8,061

Riverbed Technology, Inc. (a)

215,696

3,537

 

34,271

Computers & Peripherals - 0.2%

NetApp, Inc. (a)

100,000

2,976

Electronic Equipment & Components - 1.0%

Amphenol Corp. Class A

306,822

16,320

Internet Software & Services - 1.4%

Active Network, Inc.

72,187

1,014

Akamai Technologies, Inc. (a)

29,462

864

VeriSign, Inc.

573,395

21,921

 

23,799

IT Services - 3.4%

Cognizant Technology Solutions Corp. Class A (a)

189,150

11,018

Fidelity National Information Services, Inc.

59,862

1,962

Fiserv, Inc. (a)

231,300

15,597

Global Payments, Inc.

61,613

2,617

Teradata Corp. (a)

282,500

18,781

VeriFone Systems, Inc. (a)

172,603

6,233

 

56,208

Semiconductors & Semiconductor Equipment - 3.5%

ASML Holding NV

182,275

8,350

Cree, Inc. (a)

250,000

6,268

Cypress Semiconductor Corp.

467,612

6,168

Freescale Semiconductor Holdings I Ltd. (d)

610,083

5,613

KLA-Tencor Corp.

293,644

13,458

NVIDIA Corp. (a)

500,000

6,215

NXP Semiconductors NV (a)

358,880

7,576

ON Semiconductor Corp. (a)

737,970

4,974

 

58,622

Software - 7.2%

Aspen Technology, Inc. (a)

20,223

447

Autodesk, Inc. (a)

378,212

12,110

BMC Software, Inc. (a)

301,961

12,779

Check Point Software Technologies Ltd. (a)

201,495

10,325

Citrix Systems, Inc. (a)

271,765

19,861

FactSet Research Systems, Inc.

25,128

2,649

Informatica Corp. (a)

288,094

11,936

Intuit, Inc.

423,157

23,795

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

MICROS Systems, Inc. (a)

79,403

$ 4,189

Nuance Communications, Inc. (a)

380,822

7,879

Red Hat, Inc. (a)

101,464

5,213

Synopsys, Inc. (a)

302,470

8,938

 

120,121

TOTAL INFORMATION TECHNOLOGY

312,317

MATERIALS - 8.4%

Chemicals - 7.6%

Airgas, Inc.

66,667

5,787

Albemarle Corp.

217,961

13,230

CF Industries Holdings, Inc.

96,311

16,465

Eastman Chemical Co.

286,624

13,345

FMC Corp.

298,400

15,209

Monsanto Co.

243,400

18,790

Rockwood Holdings, Inc. (a)

144,342

6,986

Sherwin-Williams Co.

139,656

18,105

Sigma Aldrich Corp.

119,282

8,275

W.R. Grace & Co. (a)

211,600

11,109

 

127,301

Containers & Packaging - 0.4%

Rock-Tenn Co. Class A

1,103

57

Silgan Holdings, Inc.

167,224

6,990

 

7,047

Metals & Mining - 0.4%

Compass Minerals International, Inc.

97,442

6,934

TOTAL MATERIALS

141,282

TELECOMMUNICATION SERVICES - 0.2%

Wireless Telecommunication Services - 0.2%

SBA Communications Corp. Class A (a)

49,560

2,575

TOTAL COMMON STOCKS

(Cost $1,659,571)


1,599,901

Money Market Funds - 6.4%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.17% (b)

80,115,725

$ 80,116

Fidelity Securities Lending Cash Central Fund, 0.17% (b)(c)

26,846,013

26,846

TOTAL MONEY MARKET FUNDS

(Cost $106,962)


106,962

TOTAL INVESTMENT PORTFOLIO - 102.0%

(Cost $1,766,533)

1,706,863

NET OTHER ASSETS (LIABILITIES) - (2.0)%

(33,247)

NET ASSETS - 100%

$ 1,673,616

Legend

(a) Non-income producing

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

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

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

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

$ 31

Fidelity Securities Lending Cash Central Fund

360

Total

$ 391

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Heckmann Corp.

$ 35,998

$ 21,862

$ 29,384

$ -

$ -

Magma Design Automation, Inc.

25,662

-

31,859

-

-

Origin Agritech Ltd.

6,489

-

6,442

-

-

Ultrapetrol (Bahamas) Ltd.

8,005

-

5,613

-

-

Total

$ 76,154

$ 21,862

$ 73,298

$ -

$ -

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 Security Valuation section in the accompanying Notes to Financial Statements.

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, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $26,057) - See accompanying schedule:

Unaffiliated issuers (cost $1,659,571)

$ 1,599,901

 

Fidelity Central Funds (cost $106,962)

106,962

 

Total Investments (cost $1,766,533)

 

$ 1,706,863

Receivable for investments sold

141,951

Receivable for fund shares sold

479

Dividends receivable

1,257

Distributions receivable from Fidelity Central Funds

58

Prepaid expenses

1

Other receivables

92

Total assets

1,850,701

 

 

 

Liabilities

Payable to custodian bank

$ 923

Payable for investments purchased

146,362

Payable for fund shares redeemed

1,851

Accrued management fee

544

Other affiliated payables

444

Other payables and accrued expenses

115

Collateral on securities loaned, at value

26,846

Total liabilities

177,085

 

 

 

Net Assets

$ 1,673,616

Net Assets consist of:

 

Paid in capital

$ 2,837,920

Accumulated net investment loss

(485)

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

(1,104,157)

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

(59,662)

Net Assets

$ 1,673,616

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, 2012 (Unaudited)

 

 

 

Growth Strategies:

Net Asset Value, offering price and redemption price per share ($1,411,110 ÷ 73,964 shares)

$ 19.08

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($262,506 ÷ 13,657 shares)

$ 19.22

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, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 4,527

Special dividends

 

1,078

Interest

 

1

Income from Fidelity Central Funds

 

391

Total income

 

5,997

 

 

 

Expenses

Management fee
Basic fee

$ 5,582

Performance adjustment

(1,976)

Transfer agent fees

2,449

Accounting and security lending fees

290

Custodian fees and expenses

17

Independent trustees' compensation

6

Registration fees

35

Audit

36

Legal

12

Miscellaneous

11

Total expenses before reductions

6,462

Expense reductions

(56)

6,406

Net investment income (loss)

(409)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,523

Other affiliated issuers

(60,387)

 

Foreign currency transactions

(15)

Total net realized gain (loss)

 

(58,879)

Change in net unrealized appreciation (depreciation) on:

Investment securities

69,992

Assets and liabilities in foreign currencies

9

Total change in net unrealized appreciation (depreciation)

 

70,001

Net gain (loss)

11,122

Net increase (decrease) in net assets resulting from operations

$ 10,713

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, 2012
(Unaudited)

Year ended
November 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (409)

$ (3,911)

Net realized gain (loss)

(58,879)

316,893

Change in net unrealized appreciation (depreciation)

70,001

(282,621)

Net increase (decrease) in net assets resulting
from operations

10,713

30,361

Share transactions - net increase (decrease)

(154,074)

(317,470)

Redemption fees

58

139

Total increase (decrease) in net assets

(143,303)

(286,970)

 

 

 

Net Assets

Beginning of period

1,816,919

2,103,889

End of period (including accumulated net investment loss of $485 and accumulated net investment loss of $76, respectively)

$ 1,673,616

$ 1,816,919

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

Semiannual Report

Financial Highlights - Growth Strategies

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.05

$ 18.99

$ 15.28

$ 11.28

$ 22.75

$ 19.68

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  (.01) L

  (.04)

  (.04)

  (.02) G

  .02 H

  (.07) I

Net realized and unrealized gain (loss)

  .04

  .10

  3.75

  4.05

  (11.49)

  3.15

Total from investment operations

  .03

  .06

  3.71

  4.03

  (11.47)

  3.08

Distributions from net investment income

  -

  -

  -

  (.03)

  -

  -

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.01)

Total distributions

  -

  -

  -

  (.03)

  -

  (.01)

Redemption fees added to paid in capital D, K

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.08

$ 19.05

$ 18.99

$ 15.28

$ 11.28

$ 22.75

Total Return B, C

  .16%

  .32%

  24.28%

  35.79%

  (50.42)%

  15.66%

Ratios to Average Net Assets E, J

 

 

 

 

 

Expenses before reductions

  .74% A

  .79%

  .78%

  .88%

  .83%

  .79%

Expenses net of fee waivers, if any

  .74% A

  .79%

  .78%

  .87%

  .83%

  .79%

Expenses net of all reductions

  .73% A

  .77%

  .77%

  .85%

  .81%

  .78%

Net investment income (loss)

  (.08)% A, L

  (.21)%

  (.26)%

  (.15)% G

  .11% H

  (.35)% I

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,411

$ 1,597

$ 1,925

$ 1,808

$ 1,489

$ 3,599

Portfolio turnover rate F

  168% A

  165%

  116%

  285%

  268%

  154%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment 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)%. HInvestment 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 (.02)%. IInvestment 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 (.41%). JExpense 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. KAmount represents less than $.01 per share. LInvestment 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 (.20%).

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

Semiannual Report

Financial Highlights - Class K

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 J

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.17

$ 19.06

$ 15.29

$ 11.29

$ 20.20

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  .02 M

  .01

  - L

  .02 H

  .05 I

Net realized and unrealized gain (loss)

  .03

  .10

  3.77

  4.04

  (8.96)

Total from investment operations

  .05

  .11

  3.77

  4.06

  (8.91)

Distributions from net investment income

  -

  -

  -

  (.06)

  -

Redemption fees added to paid in capital D, L

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.22

$ 19.17

$ 19.06

$ 15.29

$ 11.29

Total Return B, C

  .26%

  .58%

  24.66%

  36.14%

  (44.11)%

Ratios to Average Net Assets E, K

 

 

 

 

 

Expenses before reductions

  .49% A

  .54%

  .52%

  .60%

  .59% A

Expenses net of fee waivers, if any

  .49% A

  .54%

  .52%

  .60%

  .59% A

Expenses net of all reductions

  .48% A

  .53%

  .51%

  .58%

  .57% A

Net investment income (loss)

  .17% A, M

  .03%

  -% G

  .12% H

  .67% A, I

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 263

$ 220

$ 179

$ 120

$ 53

Portfolio turnover rate F

  168% A

  165%

  116%

  285%

  268%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GAmount represents less than .01%. HInvestment 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%. IInvestment 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 .53%. JFor the period May 9, 2008 (commencement of sale of shares) to November 30, 2008. KExpense 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. LAmount represents less than $.01 per share. MInvestment 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 .05%.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2012 (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. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. 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 includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

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 dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

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

Gross unrealized appreciation

$ 90,021

Gross unrealized depreciation

(156,978)

Net unrealized appreciation (depreciation) on securities and other investments

$ (66,957)

 

 

Tax cost

$ 1,773,820

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At November 30, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (914,123)

2017

(129,992)

Total capital loss carryforward

$ (1,044,115)

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,499,219 and $1,685,834, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Strategies as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .39% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of 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

2,383

.30

Class K

66

.05

 

$ 2,449

 

* Annualized

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

Semiannual Report

Notes to Financial Statements (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. The commissions paid to these affiliated firms were $49 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $469. 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 $360 including $27 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $56 for the period. In addition, through

Semiannual Report

8. Expense Reductions - continued

arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by eight dollars.

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
May 31,
2012

Year ended
November 30,
2011

Six months ended
May 31,
2012

Year ended
November 30,
2011

Growth Strategies

 

 

 

 

Shares sold

2,204

6,957

$ 44,356

$ 142,167

Shares redeemed

(12,098)

(24,462)

(243,602)

(499,675)

Net increase (decrease)

(9,894)

(17,505)

$ (199,246)

$ (357,508)

Class K

 

 

 

 

Shares sold

3,758

3,859

$ 76,906

$ 76,829

Shares redeemed

(1,567)

(1,789)

(31,734)

(36,791)

Net increase (decrease)

2,191

2,070

$ 45,172

$ 40,038

10. Other.

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

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®) mtv22
1-800-544-5555

mtv22
Automated line for quickest service

FEG-USAN-0712
1.786808.109

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

Fidelity®
Growth Strategies
Fund -
Class K

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to
May 31, 2012

Growth Strategies

.74%

 

 

 

Actual

 

$ 1,000.00

$ 1,001.60

$ 3.70

HypotheticalA

 

$ 1,000.00

$ 1,021.30

$ 3.74

Class K

.49%

 

 

 

Actual

 

$ 1,000.00

$ 1,002.60

$ 2.45

HypotheticalA

 

$ 1,000.00

$ 1,022.55

$ 2.48

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Fidelity Growth Strategies Fund

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Intuit, Inc.

1.4

1.3

Alexion Pharmaceuticals, Inc.

1.4

1.0

Ross Stores, Inc.

1.3

0.0

Bed Bath & Beyond, Inc.

1.3

0.0

VeriSign, Inc.

1.3

1.1

Discovery Communications, Inc.

1.2

1.0

Citrix Systems, Inc.

1.2

1.8

Dollar Tree, Inc.

1.2

1.1

Fluor Corp.

1.2

1.0

Monster Beverage Corp.

1.2

0.5

 

12.7

Top Five Market Sectors as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.5

17.5

Information Technology

18.7

22.1

Health Care

15.5

15.1

Industrials

13.0

12.7

Materials

8.4

8.6

Asset Allocation (% of fund's net assets)

As of May 31, 2012*

As of November 30, 2011**

mtv40

Stocks 95.6%

 

mtv40

Stocks 97.9%

 

mtv43

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.4%

 

mtv43

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.1%

 

* Foreign investments

6.8%

 

** Foreign investments

11.0%

 

mtv59

Semiannual Report

Fidelity Growth Strategies Fund

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.6%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 22.5%

Auto Components - 0.5%

WABCO Holdings, Inc. (a)

157,501

$ 8,152

Automobiles - 1.3%

Harley-Davidson, Inc.

300,020

14,455

Tesla Motors, Inc. (a)

250,000

7,375

 

21,830

Diversified Consumer Services - 0.1%

Weight Watchers International, Inc.

40,616

2,305

Hotels, Restaurants & Leisure - 2.2%

BJ's Restaurants, Inc. (a)

143,509

6,284

Brinker International, Inc.

250,300

8,087

Chipotle Mexican Grill, Inc. (a)

25,760

10,641

Panera Bread Co. Class A (a)

16,417

2,412

Texas Roadhouse, Inc. Class A

490,800

8,923

 

36,347

Household Durables - 0.5%

Jarden Corp.

11,406

464

Tempur-Pedic International, Inc. (a)

127,161

5,876

Tupperware Brands Corp.

25,426

1,374

 

7,714

Internet & Catalog Retail - 0.7%

Expedia, Inc. (d)

264,546

12,140

Leisure Equipment & Products - 0.6%

Polaris Industries, Inc.

126,542

9,613

Media - 1.5%

Discovery Communications, Inc. (a)

405,168

20,299

DISH Network Corp. Class A

191,011

5,356

Virgin Media, Inc.

20,110

443

 

26,098

Multiline Retail - 2.1%

Dollar General Corp. (a)

279,200

13,656

Dollar Tree, Inc. (a)

191,643

19,774

Macy's, Inc.

63,337

2,410

 

35,840

Specialty Retail - 9.1%

Abercrombie & Fitch Co. Class A

57,989

1,945

Advance Auto Parts, Inc.

166,627

12,154

AutoZone, Inc. (a)

45,900

17,454

Bed Bath & Beyond, Inc. (a)

310,100

22,405

Body Central Corp. (a)

279,688

4,097

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

CarMax, Inc. (a)

200,007

$ 5,642

DSW, Inc. Class A

5,810

347

Limited Brands, Inc.

408,850

18,137

PetSmart, Inc.

150,000

9,666

Ross Stores, Inc.

354,400

22,409

Sally Beauty Holdings, Inc. (a)

388,500

10,268

Tractor Supply Co.

158,142

14,446

Ulta Salon, Cosmetics & Fragrance, Inc.

143,110

12,790

 

151,760

Textiles, Apparel & Luxury Goods - 3.9%

Fifth & Pacific Companies, Inc. (a)

532,902

6,379

Michael Kors Holdings Ltd.

35,127

1,383

PVH Corp.

200,000

16,200

Ralph Lauren Corp.

115,000

17,112

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

118,300

11,916

Warnaco Group, Inc. (a)

263,629

11,734

 

64,724

TOTAL CONSUMER DISCRETIONARY

376,523

CONSUMER STAPLES - 5.0%

Beverages - 2.3%

Brown-Forman Corp. Class B (non-vtg.)

41,087

3,582

Dr Pepper Snapple Group, Inc.

360,245

14,864

Embotelladora Andina SA sponsored ADR

27,041

846

Monster Beverage Corp. (a)

266,620

19,357

 

38,649

Food & Staples Retailing - 0.4%

Whole Foods Market, Inc.

85,146

7,545

Food Products - 1.4%

Bunge Ltd.

174,700

10,395

Green Mountain Coffee Roasters, Inc. (a)

182,088

4,297

Mead Johnson Nutrition Co. Class A

5,580

451

The Hershey Co.

115,302

7,709

 

22,852

Personal Products - 0.4%

Herbalife Ltd.

107,450

4,813

Nu Skin Enterprises, Inc. Class A

26,781

1,148

 

5,961

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - 0.5%

Lorillard, Inc.

69,769

$ 8,623

TOTAL CONSUMER STAPLES

83,630

ENERGY - 7.5%

Energy Equipment & Services - 3.2%

Cameron International Corp. (a)

331,965

15,167

Dresser-Rand Group, Inc. (a)

82,321

3,612

FMC Technologies, Inc. (a)

191,935

7,723

Heckmann Corp. (a)

2,796,252

9,451

Helmerich & Payne, Inc.

240,235

10,883

Rowan Companies PLC (a)

254,100

7,623

 

54,459

Oil, Gas & Consumable Fuels - 4.3%

Alpha Natural Resources, Inc. (a)

270,335

2,833

Cabot Oil & Gas Corp.

434,084

14,125

EXCO Resources, Inc. (d)

729,767

5,254

HollyFrontier Corp.

457,007

13,473

Murphy Oil Corp.

150,989

7,039

Pioneer Natural Resources Co.

167,269

16,175

QEP Resources, Inc.

295,418

7,775

SM Energy Co.

93,992

5,084

 

71,758

TOTAL ENERGY

126,217

FINANCIALS - 4.8%

Capital Markets - 1.1%

Affiliated Managers Group, Inc. (a)

6,094

628

FXCM, Inc. Class A

67,300

692

KKR & Co. LP

873,092

10,259

Waddell & Reed Financial, Inc. Class A

259,943

7,463

 

19,042

Diversified Financial Services - 0.3%

MSCI, Inc. Class A (a)

168,461

5,696

Insurance - 0.1%

Allied World Assurance Co. Holdings Ltd.

12,236

941

Real Estate Investment Trusts - 1.8%

Boston Properties, Inc.

113,700

11,703

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Camden Property Trust (SBI)

23,789

$ 1,549

Ventas, Inc.

284,280

16,721

 

29,973

Real Estate Management & Development - 1.0%

Altisource Portfolio Solutions SA (a)

197,063

11,402

Jones Lang LaSalle, Inc.

77,057

5,587

 

16,989

Thrifts & Mortgage Finance - 0.5%

Ocwen Financial Corp. (a)

491,000

7,871

TOTAL FINANCIALS

80,512

HEALTH CARE - 15.5%

Biotechnology - 4.5%

Alexion Pharmaceuticals, Inc. (a)

260,447

23,589

ARIAD Pharmaceuticals, Inc. (a)

15,870

263

BioMarin Pharmaceutical, Inc. (a)

200,000

7,128

InterMune, Inc. (a)

619,679

6,463

Regeneron Pharmaceuticals, Inc. (a)

2,303

312

Seattle Genetics, Inc. (a)

502

10

Theravance, Inc. (a)(d)

341,372

7,063

Threshold Pharmaceuticals, Inc. (a)(d)

389,894

2,858

United Therapeutics Corp. (a)

228,180

10,095

Vertex Pharmaceuticals, Inc. (a)

299,300

17,970

 

75,751

Health Care Equipment & Supplies - 4.5%

C.R. Bard, Inc.

168,200

16,347

CareFusion Corp. (a)

107,808

2,613

Cyberonics, Inc. (a)

153,944

5,935

DENTSPLY International, Inc.

164,564

6,089

Edwards Lifesciences Corp. (a)

176,599

15,076

Insulet Corp. (a)

328,154

6,045

NuVasive, Inc. (a)

238,680

4,716

Sirona Dental Systems, Inc. (a)

184,517

7,894

The Cooper Companies, Inc.

115,798

9,864

 

74,579

Health Care Providers & Services - 3.4%

AmerisourceBergen Corp.

475,500

17,589

Catalyst Health Solutions, Inc. (a)

150,082

13,038

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

DaVita, Inc. (a)

82,539

$ 6,706

Henry Schein, Inc. (a)

19,971

1,484

Laboratory Corp. of America Holdings (a)

85,541

7,124

Universal Health Services, Inc. Class B

281,976

10,927

Wellcare Health Plans, Inc. (a)

3,833

216

 

57,084

Health Care Technology - 0.4%

Cerner Corp. (a)

84,864

6,616

Merge Healthcare, Inc. (a)(d)

371,357

873

 

7,489

Life Sciences Tools & Services - 1.3%

Illumina, Inc. (a)(d)

155,930

6,714

Waters Corp. (a)

189,455

15,115

 

21,829

Pharmaceuticals - 1.4%

Endo Pharmaceuticals Holdings, Inc. (a)

105,872

3,443

Salix Pharmaceuticals Ltd. (a)

19,533

1,012

Shire PLC sponsored ADR

48,300

4,077

ViroPharma, Inc. (a)

87,920

1,771

Warner Chilcott PLC (a)

394,802

7,446

Watson Pharmaceuticals, Inc. (a)

72,419

5,163

 

22,912

TOTAL HEALTH CARE

259,644

INDUSTRIALS - 13.0%

Aerospace & Defense - 1.8%

Alliant Techsystems, Inc.

132,880

6,504

BE Aerospace, Inc. (a)

315,006

13,646

Esterline Technologies Corp. (a)

100,000

6,459

TransDigm Group, Inc. (a)

27,230

3,349

 

29,958

Building Products - 1.7%

Lennox International, Inc.

376,764

16,159

Owens Corning (a)

384,975

11,880

 

28,039

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - 0.4%

Copart, Inc. (a)

92,372

$ 2,504

Stericycle, Inc. (a)

61,693

5,383

 

7,887

Construction & Engineering - 1.2%

Fluor Corp.

414,565

19,435

Electrical Equipment - 3.1%

AMETEK, Inc.

300,084

15,217

Cooper Industries PLC Class A

200,000

14,100

Hubbell, Inc. Class B

54,922

4,334

Roper Industries, Inc.

175,450

17,759

 

51,410

Machinery - 3.2%

Donaldson Co., Inc.

36,268

1,297

Graco, Inc.

119,264

5,745

Ingersoll-Rand PLC

456,125

18,843

Pall Corp.

13,105

729

Parker Hannifin Corp.

158,787

12,979

Stanley Black & Decker, Inc.

92,348

6,118

Timken Co.

154,134

7,352

 

53,063

Professional Services - 0.9%

IHS, Inc. Class A (a)

105,046

10,399

Qualicorp SA

608,000

5,185

 

15,584

Road & Rail - 0.2%

Con-way, Inc.

63,900

2,259

J.B. Hunt Transport Services, Inc.

26,305

1,503

 

3,762

Trading Companies & Distributors - 0.5%

W.W. Grainger, Inc.

40,528

7,848

WESCO International, Inc. (a)

3,621

215

 

8,063

TOTAL INDUSTRIALS

217,201

INFORMATION TECHNOLOGY - 18.7%

Communications Equipment - 2.0%

Acme Packet, Inc. (a)(d)

300,000

6,864

Comverse Technology, Inc. (a)

185,943

1,136

F5 Networks, Inc. (a)

141,800

14,673

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Polycom, Inc. (a)

704,617

$ 8,061

Riverbed Technology, Inc. (a)

215,696

3,537

 

34,271

Computers & Peripherals - 0.2%

NetApp, Inc. (a)

100,000

2,976

Electronic Equipment & Components - 1.0%

Amphenol Corp. Class A

306,822

16,320

Internet Software & Services - 1.4%

Active Network, Inc.

72,187

1,014

Akamai Technologies, Inc. (a)

29,462

864

VeriSign, Inc.

573,395

21,921

 

23,799

IT Services - 3.4%

Cognizant Technology Solutions Corp. Class A (a)

189,150

11,018

Fidelity National Information Services, Inc.

59,862

1,962

Fiserv, Inc. (a)

231,300

15,597

Global Payments, Inc.

61,613

2,617

Teradata Corp. (a)

282,500

18,781

VeriFone Systems, Inc. (a)

172,603

6,233

 

56,208

Semiconductors & Semiconductor Equipment - 3.5%

ASML Holding NV

182,275

8,350

Cree, Inc. (a)

250,000

6,268

Cypress Semiconductor Corp.

467,612

6,168

Freescale Semiconductor Holdings I Ltd. (d)

610,083

5,613

KLA-Tencor Corp.

293,644

13,458

NVIDIA Corp. (a)

500,000

6,215

NXP Semiconductors NV (a)

358,880

7,576

ON Semiconductor Corp. (a)

737,970

4,974

 

58,622

Software - 7.2%

Aspen Technology, Inc. (a)

20,223

447

Autodesk, Inc. (a)

378,212

12,110

BMC Software, Inc. (a)

301,961

12,779

Check Point Software Technologies Ltd. (a)

201,495

10,325

Citrix Systems, Inc. (a)

271,765

19,861

FactSet Research Systems, Inc.

25,128

2,649

Informatica Corp. (a)

288,094

11,936

Intuit, Inc.

423,157

23,795

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

MICROS Systems, Inc. (a)

79,403

$ 4,189

Nuance Communications, Inc. (a)

380,822

7,879

Red Hat, Inc. (a)

101,464

5,213

Synopsys, Inc. (a)

302,470

8,938

 

120,121

TOTAL INFORMATION TECHNOLOGY

312,317

MATERIALS - 8.4%

Chemicals - 7.6%

Airgas, Inc.

66,667

5,787

Albemarle Corp.

217,961

13,230

CF Industries Holdings, Inc.

96,311

16,465

Eastman Chemical Co.

286,624

13,345

FMC Corp.

298,400

15,209

Monsanto Co.

243,400

18,790

Rockwood Holdings, Inc. (a)

144,342

6,986

Sherwin-Williams Co.

139,656

18,105

Sigma Aldrich Corp.

119,282

8,275

W.R. Grace & Co. (a)

211,600

11,109

 

127,301

Containers & Packaging - 0.4%

Rock-Tenn Co. Class A

1,103

57

Silgan Holdings, Inc.

167,224

6,990

 

7,047

Metals & Mining - 0.4%

Compass Minerals International, Inc.

97,442

6,934

TOTAL MATERIALS

141,282

TELECOMMUNICATION SERVICES - 0.2%

Wireless Telecommunication Services - 0.2%

SBA Communications Corp. Class A (a)

49,560

2,575

TOTAL COMMON STOCKS

(Cost $1,659,571)


1,599,901

Money Market Funds - 6.4%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.17% (b)

80,115,725

$ 80,116

Fidelity Securities Lending Cash Central Fund, 0.17% (b)(c)

26,846,013

26,846

TOTAL MONEY MARKET FUNDS

(Cost $106,962)


106,962

TOTAL INVESTMENT PORTFOLIO - 102.0%

(Cost $1,766,533)

1,706,863

NET OTHER ASSETS (LIABILITIES) - (2.0)%

(33,247)

NET ASSETS - 100%

$ 1,673,616

Legend

(a) Non-income producing

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

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

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

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

$ 31

Fidelity Securities Lending Cash Central Fund

360

Total

$ 391

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Heckmann Corp.

$ 35,998

$ 21,862

$ 29,384

$ -

$ -

Magma Design Automation, Inc.

25,662

-

31,859

-

-

Origin Agritech Ltd.

6,489

-

6,442

-

-

Ultrapetrol (Bahamas) Ltd.

8,005

-

5,613

-

-

Total

$ 76,154

$ 21,862

$ 73,298

$ -

$ -

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 Security Valuation section in the accompanying Notes to Financial Statements.

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, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $26,057) - See accompanying schedule:

Unaffiliated issuers (cost $1,659,571)

$ 1,599,901

 

Fidelity Central Funds (cost $106,962)

106,962

 

Total Investments (cost $1,766,533)

 

$ 1,706,863

Receivable for investments sold

141,951

Receivable for fund shares sold

479

Dividends receivable

1,257

Distributions receivable from Fidelity Central Funds

58

Prepaid expenses

1

Other receivables

92

Total assets

1,850,701

 

 

 

Liabilities

Payable to custodian bank

$ 923

Payable for investments purchased

146,362

Payable for fund shares redeemed

1,851

Accrued management fee

544

Other affiliated payables

444

Other payables and accrued expenses

115

Collateral on securities loaned, at value

26,846

Total liabilities

177,085

 

 

 

Net Assets

$ 1,673,616

Net Assets consist of:

 

Paid in capital

$ 2,837,920

Accumulated net investment loss

(485)

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

(1,104,157)

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

(59,662)

Net Assets

$ 1,673,616

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, 2012 (Unaudited)

 

 

 

Growth Strategies:

Net Asset Value, offering price and redemption price per share ($1,411,110 ÷ 73,964 shares)

$ 19.08

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($262,506 ÷ 13,657 shares)

$ 19.22

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, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 4,527

Special dividends

 

1,078

Interest

 

1

Income from Fidelity Central Funds

 

391

Total income

 

5,997

 

 

 

Expenses

Management fee
Basic fee

$ 5,582

Performance adjustment

(1,976)

Transfer agent fees

2,449

Accounting and security lending fees

290

Custodian fees and expenses

17

Independent trustees' compensation

6

Registration fees

35

Audit

36

Legal

12

Miscellaneous

11

Total expenses before reductions

6,462

Expense reductions

(56)

6,406

Net investment income (loss)

(409)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,523

Other affiliated issuers

(60,387)

 

Foreign currency transactions

(15)

Total net realized gain (loss)

 

(58,879)

Change in net unrealized appreciation (depreciation) on:

Investment securities

69,992

Assets and liabilities in foreign currencies

9

Total change in net unrealized appreciation (depreciation)

 

70,001

Net gain (loss)

11,122

Net increase (decrease) in net assets resulting from operations

$ 10,713

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, 2012
(Unaudited)

Year ended
November 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ (409)

$ (3,911)

Net realized gain (loss)

(58,879)

316,893

Change in net unrealized appreciation (depreciation)

70,001

(282,621)

Net increase (decrease) in net assets resulting
from operations

10,713

30,361

Share transactions - net increase (decrease)

(154,074)

(317,470)

Redemption fees

58

139

Total increase (decrease) in net assets

(143,303)

(286,970)

 

 

 

Net Assets

Beginning of period

1,816,919

2,103,889

End of period (including accumulated net investment loss of $485 and accumulated net investment loss of $76, respectively)

$ 1,673,616

$ 1,816,919

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

Semiannual Report

Financial Highlights - Growth Strategies

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.05

$ 18.99

$ 15.28

$ 11.28

$ 22.75

$ 19.68

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  (.01) L

  (.04)

  (.04)

  (.02) G

  .02 H

  (.07) I

Net realized and unrealized gain (loss)

  .04

  .10

  3.75

  4.05

  (11.49)

  3.15

Total from investment operations

  .03

  .06

  3.71

  4.03

  (11.47)

  3.08

Distributions from net investment income

  -

  -

  -

  (.03)

  -

  -

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.01)

Total distributions

  -

  -

  -

  (.03)

  -

  (.01)

Redemption fees added to paid in capital D, K

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.08

$ 19.05

$ 18.99

$ 15.28

$ 11.28

$ 22.75

Total Return B, C

  .16%

  .32%

  24.28%

  35.79%

  (50.42)%

  15.66%

Ratios to Average Net Assets E, J

 

 

 

 

 

Expenses before reductions

  .74% A

  .79%

  .78%

  .88%

  .83%

  .79%

Expenses net of fee waivers, if any

  .74% A

  .79%

  .78%

  .87%

  .83%

  .79%

Expenses net of all reductions

  .73% A

  .77%

  .77%

  .85%

  .81%

  .78%

Net investment income (loss)

  (.08)% A, L

  (.21)%

  (.26)%

  (.15)% G

  .11% H

  (.35)% I

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,411

$ 1,597

$ 1,925

$ 1,808

$ 1,489

$ 3,599

Portfolio turnover rate F

  168% A

  165%

  116%

  285%

  268%

  154%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GInvestment 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)%. HInvestment 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 (.02)%. IInvestment 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 (.41%). JExpense 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. KAmount represents less than $.01 per share. LInvestment 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 (.20%).

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

Semiannual Report

Financial Highlights - Class K

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 J

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.17

$ 19.06

$ 15.29

$ 11.29

$ 20.20

Income from Investment
Operations

 

 

 

 

 

Net investment income (loss) D

  .02 M

  .01

  - L

  .02 H

  .05 I

Net realized and unrealized gain (loss)

  .03

  .10

  3.77

  4.04

  (8.96)

Total from investment operations

  .05

  .11

  3.77

  4.06

  (8.91)

Distributions from net investment income

  -

  -

  -

  (.06)

  -

Redemption fees added to paid in capital D, L

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.22

$ 19.17

$ 19.06

$ 15.29

$ 11.29

Total Return B, C

  .26%

  .58%

  24.66%

  36.14%

  (44.11)%

Ratios to Average Net Assets E, K

 

 

 

 

 

Expenses before reductions

  .49% A

  .54%

  .52%

  .60%

  .59% A

Expenses net of fee waivers, if any

  .49% A

  .54%

  .52%

  .60%

  .59% A

Expenses net of all reductions

  .48% A

  .53%

  .51%

  .58%

  .57% A

Net investment income (loss)

  .17% A, M

  .03%

  -% G

  .12% H

  .67% A, I

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 263

$ 220

$ 179

$ 120

$ 53

Portfolio turnover rate F

  168% A

  165%

  116%

  285%

  268%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. DCalculated based on average shares outstanding during the period. EFees 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. FAmount does not include the portfolio activity of any underlying Fidelity Central Funds. GAmount represents less than .01%. HInvestment 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%. IInvestment 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 .53%. JFor the period May 9, 2008 (commencement of sale of shares) to November 30, 2008. KExpense 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. LAmount represents less than $.01 per share. MInvestment 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 .05%.

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

Semiannual Report

Notes to Financial Statements

For the period ended May 31, 2012 (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. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. 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 includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Semiannual Report

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 dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

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

Gross unrealized appreciation

$ 90,021

Gross unrealized depreciation

(156,978)

Net unrealized appreciation (depreciation) on securities and other investments

$ (66,957)

 

 

Tax cost

$ 1,773,820

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At November 30, 2011 capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (914,123)

2017

(129,992)

Total capital loss carryforward

$ (1,044,115)

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,499,219 and $1,685,834, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Strategies as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .39% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of 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

2,383

.30

Class K

66

.05

 

$ 2,449

 

* Annualized

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

Semiannual Report

Notes to Financial Statements (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. The commissions paid to these affiliated firms were $49 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $469. 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 $360 including $27 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $56 for the period. In addition, through

Semiannual Report

8. Expense Reductions - continued

arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by eight dollars.

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
May 31,
2012

Year ended
November 30,
2011

Six months ended
May 31,
2012

Year ended
November 30,
2011

Growth Strategies

 

 

 

 

Shares sold

2,204

6,957

$ 44,356

$ 142,167

Shares redeemed

(12,098)

(24,462)

(243,602)

(499,675)

Net increase (decrease)

(9,894)

(17,505)

$ (199,246)

$ (357,508)

Class K

 

 

 

 

Shares sold

3,758

3,859

$ 76,906

$ 76,829

Shares redeemed

(1,567)

(1,789)

(31,734)

(36,791)

Net increase (decrease)

2,191

2,070

$ 45,172

$ 40,038

10. Other.

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

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

FEG-K-USAN-0712
1.863030.103

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

Fidelity®
Growth Company
Fund

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to
May 31, 2012

Growth Company

.91%

 

 

 

Actual

 

$ 1,000.00

$ 1,081.80

$ 4.74

HypotheticalA

 

$ 1,000.00

$ 1,020.45

$ 4.60

Class K

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.60

$ 4.01

HypotheticalA

 

$ 1,000.00

$ 1,021.15

$ 3.89

Class F

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.90

$ 3.75

HypotheticalA

 

$ 1,000.00

$ 1,021.40

$ 3.64

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

8.8

6.2

salesforce.com, Inc.

3.6

2.9

Regeneron Pharmaceuticals, Inc.

2.8

1.4

Exxon Mobil Corp.

2.4

3.6

Google, Inc. Class A

2.2

3.4

lululemon athletica, Inc.

2.2

1.6

Red Hat, Inc.

1.9

1.9

Discover Financial Services

1.8

1.7

QUALCOMM, Inc.

1.7

1.6

Philip Morris International, Inc.

1.5

1.4

 

28.9

Top Five Market Sectors as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

35.5

35.2

Health Care

17.0

15.1

Consumer Discretionary

16.8

14.9

Consumer Staples

9.6

9.5

Energy

6.9

10.3

Asset Allocation (% of fund's net assets)

As of May 31, 2012 *

As of November 30, 2011 **

mtv40

Stocks 99.6%

 

mtv40

Stocks 99.5%

 

mtv68

Convertible
Securities 0.1%

 

mtv68

Convertible
Securities 0.2%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

 

* Foreign investments

9.3%

 

** Foreign investments

10.3%

 

mtv73

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 16.8%

Automobiles - 0.2%

Ford Motor Co.

3,645,000

$ 38,491

General Motors Co. (a)

22,800

506

Tesla Motors, Inc. (a)

597,377

17,623

 

56,620

Diversified Consumer Services - 0.1%

K12, Inc. (a)(d)(e)

1,970,000

43,182

Hotels, Restaurants & Leisure - 4.5%

Arcos Dorados Holdings, Inc.

2,114,900

28,593

Buffalo Wild Wings, Inc. (a)

719,900

61,271

Chipotle Mexican Grill, Inc. (a)

471,000

194,556

Ctrip.com International Ltd. sponsored ADR (a)(d)

625,000

11,500

Dunkin' Brands Group, Inc. (d)

2,903,340

94,271

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)(e)

2,975,000

63,725

Hyatt Hotels Corp. Class A (a)

1,948,440

72,073

Las Vegas Sands Corp.

2,685,000

123,993

McDonald's Corp.

5,025,000

448,934

Panera Bread Co. Class A (a)

875,000

128,581

Starbucks Corp.

7,358,400

403,903

Starwood Hotels & Resorts Worldwide, Inc.

1,445,000

76,368

Yum! Brands, Inc.

1,890,000

132,980

 

1,840,748

Household Durables - 1.7%

Gafisa SA sponsored ADR (d)

1,570,000

3,909

Lennar Corp. Class A (d)

12,900,077

352,043

SodaStream International Ltd. (a)(d)(e)

1,976,272

61,264

Tempur-Pedic International, Inc. (a)

1,220,000

56,376

Toll Brothers, Inc. (a)

8,249,050

225,034

 

698,626

Internet & Catalog Retail - 1.7%

Amazon.com, Inc. (a)

2,066,000

439,872

Groupon, Inc. Class A (a)(d)

42,790

455

Netflix, Inc. (a)(d)

71,000

4,504

Priceline.com, Inc. (a)

355,000

222,049

 

666,880

Media - 0.8%

Comcast Corp. Class A

3,567,500

103,136

Lions Gate Entertainment Corp. (a)(d)

3,464,992

46,154

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Pandora Media, Inc. (d)(e)

13,554,469

$ 145,575

Time Warner, Inc.

1,025,650

35,354

 

330,219

Multiline Retail - 1.1%

Dollar Tree, Inc. (a)

562,500

58,039

JCPenney Co., Inc. (d)

9,810,000

257,316

Nordstrom, Inc.

800,000

37,896

Target Corp.

1,340,000

77,599

 

430,850

Specialty Retail - 1.7%

Abercrombie & Fitch Co. Class A

1,660,000

55,676

AutoNation, Inc. (a)(d)

1,050,000

37,821

Bed Bath & Beyond, Inc. (a)

1,300,000

93,925

Francescas Holdings Corp. (a)(d)(e)

3,718,379

87,233

Home Depot, Inc.

5,230,000

258,048

Limited Brands, Inc.

1,460,000

64,766

Lumber Liquidators Holdings, Inc. (a)(d)(e)

2,760,167

80,293

Tiffany & Co., Inc.

225,000

12,463

Urban Outfitters, Inc. (a)

240,000

6,713

 

696,938

Textiles, Apparel & Luxury Goods - 5.0%

Coach, Inc.

2,032,200

137,072

Fifth & Pacific Companies, Inc. (a)(e)

6,540,000

78,284

Fossil, Inc. (a)(e)

5,772,092

422,286

lululemon athletica, Inc. (a)(d)(e)

12,117,100

880,186

Michael Kors Holdings Ltd.

5,152,300

202,898

Michael Kors Holdings Ltd. (g)

1,320,193

46,790

NIKE, Inc. Class B

1,719,000

185,961

Tumi Holdings, Inc. (d)

680,650

11,741

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

338,700

34,117

VF Corp.

320,000

45,133

 

2,044,468

TOTAL CONSUMER DISCRETIONARY

6,808,531

CONSUMER STAPLES - 9.6%

Beverages - 2.2%

Beam, Inc.

1,420,000

85,995

Dr Pepper Snapple Group, Inc.

655,000

27,025

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

2,810,000

$ 204,006

PepsiCo, Inc.

1,136,640

77,121

The Coca-Cola Co.

6,792,500

507,604

 

901,751

Food & Staples Retailing - 1.8%

Costco Wholesale Corp.

1,695,800

146,500

Drogasil SA

1,731,873

16,015

Fresh Market, Inc. (a)(d)(e)

2,448,468

142,305

Wal-Mart Stores, Inc.

4,025,300

264,945

Walgreen Co.

555,000

16,939

Whole Foods Market, Inc.

1,580,000

140,004

 

726,708

Food Products - 1.2%

Archer Daniels Midland Co.

1,000,000

31,880

General Mills, Inc.

1,165,600

44,619

Green Mountain Coffee Roasters, Inc. (a)(d)

4,045,612

95,476

Kellogg Co.

965,000

47,073

Mead Johnson Nutrition Co. Class A

1,941,800

156,781

Sara Lee Corp.

685,000

14,317

Smithfield Foods, Inc. (a)

1,615,000

31,767

The Hershey Co.

775,000

51,817

 

473,730

Household Products - 0.8%

Church & Dwight Co., Inc.

2,660,000

141,618

Colgate-Palmolive Co.

1,230,000

120,909

Kimberly-Clark Corp.

670,000

53,165

Procter & Gamble Co.

464,483

28,933

 

344,625

Personal Products - 1.4%

Avon Products, Inc.

468,615

7,756

Herbalife Ltd. (e)

11,100,210

497,178

Nu Skin Enterprises, Inc. Class A

1,180,000

50,598

 

555,532

Tobacco - 2.2%

Altria Group, Inc.

5,785,380

186,231

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Lorillard, Inc.

805,000

$ 99,498

Philip Morris International, Inc.

7,100,380

600,053

 

885,782

TOTAL CONSUMER STAPLES

3,888,128

ENERGY - 6.9%

Energy Equipment & Services - 1.3%

Carbo Ceramics, Inc. (d)

175,000

14,238

FMC Technologies, Inc. (a)

1,850,000

74,444

Halliburton Co.

3,750,000

112,725

Schlumberger Ltd.

4,949,600

313,062

 

514,469

Oil, Gas & Consumable Fuels - 5.6%

Anadarko Petroleum Corp.

2,267,594

138,323

Apache Corp.

780,000

63,476

Chesapeake Energy Corp. (d)

1,905,000

32,195

Chevron Corp.

390,000

38,341

Cobalt International Energy, Inc. (a)

70,900

1,606

Concho Resources, Inc. (a)

1,205,000

105,727

Continental Resources, Inc. (a)(d)

1,130,000

82,332

Devon Energy Corp.

880,000

52,378

EOG Resources, Inc.

1,070,000

106,251

Exxon Mobil Corp.

12,275,000

965,183

Hess Corp.

660,000

28,842

Noble Energy, Inc.

320,000

27,027

Occidental Petroleum Corp.

3,105,000

246,133

Peabody Energy Corp.

530,000

12,381

Pioneer Natural Resources Co.

1,275,000

123,293

Plains Exploration & Production Co. (a)

3,970,000

142,086

Range Resources Corp.

1,158,689

66,555

Southwestern Energy Co. (a)

97,461

2,732

Valero Energy Corp.

2,840,000

59,924

 

2,294,785

TOTAL ENERGY

2,809,254

FINANCIALS - 4.5%

Capital Markets - 0.4%

Charles Schwab Corp.

5,384,975

67,097

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Franklin Resources, Inc.

45,000

$ 4,806

ICG Group, Inc. (a)(e)

3,775,000

32,843

T. Rowe Price Group, Inc.

915,000

52,695

 

157,441

Commercial Banks - 1.0%

Banco Bradesco SA (PN) sponsored ADR

4,515,000

66,100

HDFC Bank Ltd. sponsored ADR

2,770,000

77,449

ICICI Bank Ltd. sponsored ADR

1,205,000

33,921

Itau Unibanco Banco Multiplo SA sponsored ADR

1,625,000

23,514

PrivateBancorp, Inc. (e)

4,067,500

59,914

Signature Bank (a)

656,885

40,339

Wells Fargo & Co.

2,752,300

88,211

 

389,448

Consumer Finance - 2.0%

American Express Co.

1,832,548

102,311

Discover Financial Services

22,125,444

732,573

 

834,884

Diversified Financial Services - 1.0%

Bank of America Corp.

6,175,000

45,386

BM&F Bovespa SA

23,879,772

113,073

Citigroup, Inc.

1,497,380

39,696

JPMorgan Chase & Co.

6,180,000

204,867

 

403,022

Real Estate Management & Development - 0.1%

The St. Joe Co. (a)(d)

3,030,135

48,391

TOTAL FINANCIALS

1,833,186

HEALTH CARE - 16.9%

Biotechnology - 10.9%

Acadia Pharmaceuticals, Inc. (a)(d)

1,164,844

1,607

Alexion Pharmaceuticals, Inc. (a)

6,474,060

586,356

Alkermes PLC (a)(e)

13,008,514

203,193

Alnylam Pharmaceuticals, Inc. (a)(e)

3,633,250

37,204

Amylin Pharmaceuticals, Inc. (a)(e)

16,080,955

426,306

Array Biopharma, Inc. (a)

2,443,770

7,942

AVEO Pharmaceuticals, Inc. (a)

680,600

8,664

Biogen Idec, Inc. (a)

1,700,000

222,275

Celgene Corp. (a)

1,146,744

78,265

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Cepheid, Inc. (a)(e)

6,272,555

$ 237,291

Clovis Oncology, Inc. (d)(e)

1,372,700

24,448

Exelixis, Inc. (a)(d)(e)

14,452,881

66,917

Gilead Sciences, Inc. (a)

3,020,000

150,849

Halozyme Therapeutics, Inc. (a)

1,890,000

14,440

Human Genome Sciences, Inc. (a)(e)

20,911,837

284,819

ImmunoGen, Inc. (a)(d)(e)

7,719,195

108,146

Immunomedics, Inc. (a)(d)(e)

7,526,150

24,987

Incyte Corp. (a)(d)

695,000

14,810

InterMune, Inc. (a)(d)

2,348,117

24,491

Ironwood Pharmaceuticals, Inc. Class A (a)

3,695,000

44,044

Isis Pharmaceuticals, Inc. (a)(e)

10,016,251

99,061

Lexicon Pharmaceuticals, Inc. (a)(d)(e)

48,176,503

76,601

Merrimack Pharmaceuticals, Inc.

1,197,696

8,228

Merrimack Pharmaceuticals, Inc. (g)

1,428,572

8,833

Metabolix, Inc. (a)(d)(e)

2,605,799

5,212

Momenta Pharmaceuticals, Inc. (a)(d)

1,655,000

22,822

NPS Pharmaceuticals, Inc. (a)(e)

7,498,738

59,165

Regeneron Pharmaceuticals, Inc. (a)(e)

8,456,613

1,147,140

Rigel Pharmaceuticals, Inc. (a)(e)

6,549,836

48,665

Seattle Genetics, Inc. (a)(d)(e)

11,377,629

221,636

Transition Therapeutics, Inc. (a)(e)

2,332,446

4,548

Vertex Pharmaceuticals, Inc. (a)

3,009,767

180,706

 

4,449,671

Health Care Equipment & Supplies - 0.6%

Align Technology, Inc. (a)

675,000

21,080

Baxter International, Inc.

505,000

25,563

DexCom, Inc. (a)

480,000

5,160

Edwards Lifesciences Corp. (a)

810,000

69,150

Genmark Diagnostics, Inc. (a)

91,853

413

Insulet Corp. (a)(e)

3,856,400

71,035

Medtronic, Inc.

754,964

27,813

St. Jude Medical, Inc.

834,200

32,050

 

252,264

Health Care Providers & Services - 1.2%

Cardinal Health, Inc.

485,000

20,069

Catalyst Health Solutions, Inc. (a)

440,000

38,223

Express Scripts Holding Co. (a)

496,303

25,902

Humana, Inc.

840,000

64,168

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

McKesson Corp.

1,905,000

$ 166,268

UnitedHealth Group, Inc.

3,056,400

170,455

 

485,085

Health Care Technology - 0.8%

athenahealth, Inc. (a)(d)

615,000

44,704

Cerner Corp. (a)

20,000

1,559

SXC Health Solutions Corp. (a)

2,893,000

265,814

 

312,077

Pharmaceuticals - 3.4%

Abbott Laboratories

1,111,500

68,680

Allergan, Inc.

2,140,000

193,135

Bristol-Myers Squibb Co.

1,424,700

47,499

Concert Pharmaceuticals, Inc. (a)(g)

186,198

151

Elan Corp. PLC sponsored ADR (a)(e)

38,594,070

538,773

Endocyte, Inc. (a)(d)

511,041

3,286

Hospira, Inc. (a)

1,985,000

62,051

Johnson & Johnson

83,300

5,200

MAP Pharmaceuticals, Inc. (a)(d)(e)

3,065,443

36,080

Questcor Pharmaceuticals, Inc. (a)(d)

1,880,000

77,832

Teva Pharmaceutical Industries Ltd. sponsored ADR

705,000

27,629

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

6,572,261

321,152

 

1,381,468

TOTAL HEALTH CARE

6,880,565

INDUSTRIALS - 6.0%

Aerospace & Defense - 1.7%

Honeywell International, Inc.

1,870,000

104,084

Lockheed Martin Corp.

1,040,100

86,120

The Boeing Co.

2,879,800

200,463

United Technologies Corp.

4,225,000

313,115

 

703,782

Air Freight & Logistics - 0.7%

United Parcel Service, Inc. Class B

3,564,000

267,086

Airlines - 0.7%

JetBlue Airways Corp. (a)(d)(e)

19,034,923

99,553

Ryanair Holdings PLC sponsored ADR (a)

940,000

28,858

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Southwest Airlines Co.

2,548,515

$ 23,013

United Continental Holdings, Inc. (a)

5,865,000

147,622

 

299,046

Construction & Engineering - 0.1%

Fluor Corp.

455,000

21,330

Electrical Equipment - 0.4%

Emerson Electric Co.

1,710,000

79,977

Rockwell Automation, Inc. (d)

1,160,000

84,112

 

164,089

Industrial Conglomerates - 0.4%

3M Co.

565,000

47,692

Danaher Corp.

2,505,000

130,185

 

177,877

Machinery - 1.4%

Caterpillar, Inc.

3,510,000

307,546

Cummins, Inc.

1,760,000

170,632

Deere & Co.

1,035,000

76,455

Rexnord Corp.

587,500

11,633

Westport Innovations, Inc. (a)(d)

693,000

16,916

 

583,182

Road & Rail - 0.6%

CSX Corp.

4,065,000

84,918

Norfolk Southern Corp.

665,000

43,571

Union Pacific Corp.

980,000

109,172

 

237,661

TOTAL INDUSTRIALS

2,454,053

INFORMATION TECHNOLOGY - 35.5%

Communications Equipment - 2.5%

Aruba Networks, Inc. (a)(d)

1,198,031

15,742

F5 Networks, Inc. (a)

405,000

41,909

Infinera Corp. (a)(d)(e)

10,323,181

66,172

Juniper Networks, Inc. (a)

460,000

7,912

Motorola Solutions, Inc.

445,000

21,396

QUALCOMM, Inc.

11,748,400

673,301

Riverbed Technology, Inc. (a)(e)

12,225,204

200,493

 

1,026,925

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 9.4%

Apple, Inc. (a)

6,195,959

$ 3,579,598

Fusion-io, Inc. (d)(e)

9,011,501

188,160

Hewlett-Packard Co.

960,000

21,773

NetApp, Inc. (a)

1,059,686

31,536

Silicon Graphics International Corp. (a)(d)(e)

3,097,456

18,244

 

3,839,311

Electronic Equipment & Components - 0.4%

Corning, Inc.

1,203,000

15,627

Trimble Navigation Ltd. (a)

595,000

28,063

Universal Display Corp. (a)(d)(e)

3,595,914

101,225

 

144,915

Internet Software & Services - 4.5%

Akamai Technologies, Inc. (a)

575,000

16,871

Baidu.com, Inc. sponsored ADR (a)

2,570,000

302,669

Dropbox, Inc. (g)

1,105,082

10,000

eBay, Inc. (a)

4,562,200

178,793

Facebook, Inc.:

Class A

2,288,700

67,814

Class B (a)(g)

1,758,114

46,884

Google, Inc. Class A (a)

1,547,448

898,851

LinkedIn Corp. (a)

90,000

8,649

Mail.ru Group Ltd. GDR (a)(f)

1,577,600

49,489

MercadoLibre, Inc.

350,000

24,584

Rackspace Hosting, Inc. (a)

2,805,000

138,763

SINA Corp. (a)(d)

210,000

11,187

Yandex NV

895,000

17,837

YouKu.com, Inc. ADR (a)(d)

1,670,000

39,746

 

1,812,137

IT Services - 3.3%

Cognizant Technology Solutions Corp. Class A (a)

1,734,716

101,047

IBM Corp.

2,989,800

576,732

MasterCard, Inc. Class A

833,000

338,623

Teradata Corp. (a)

1,020,000

67,810

VeriFone Systems, Inc. (a)

1,015,000

36,652

Visa, Inc. Class A

1,889,100

217,624

 

1,338,488

Semiconductors & Semiconductor Equipment - 5.1%

Altera Corp.

345,000

11,526

Applied Micro Circuits Corp. (a)(e)

6,116,938

32,664

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ARM Holdings PLC sponsored ADR

1,400,000

$ 32,886

ASML Holding NV

1,028,888

47,133

Atmel Corp. (a)

1,060,000

7,420

Broadcom Corp. Class A

2,600,000

84,110

Cree, Inc. (a)(d)(e)

11,615,294

291,195

Cypress Semiconductor Corp. (e)

15,893,240

209,632

Intel Corp.

2,100,000

54,264

KLA-Tencor Corp.

510,000

23,373

Marvell Technology Group Ltd.

1,918,310

24,036

MaxLinear, Inc. Class A (a)

2,354,608

10,549

Mellanox Technologies Ltd. (a)(e)

3,906,124

236,125

NVIDIA Corp. (a)(e)

44,855,384

557,552

Rambus, Inc. (a)(d)(e)

11,457,400

55,110

Samsung Electronics Co. Ltd.

50,000

51,293

Silicon Laboratories, Inc. (a)(e)

4,600,680

158,861

Texas Instruments, Inc.

3,941,000

112,240

Volterra Semiconductor Corp. (a)(e)

2,573,305

71,486

 

2,071,455

Software - 10.3%

Activision Blizzard, Inc.

26,035,776

305,660

Adobe Systems, Inc. (a)

668,236

20,749

Citrix Systems, Inc. (a)

2,689,677

196,562

Electronic Arts, Inc. (a)

300,000

4,086

Fortinet, Inc. (a)

354,600

7,535

Guidewire Software, Inc. (d)

1,525,000

39,513

Intuit, Inc.

1,610,000

90,530

Jive Software, Inc. (d)

1,830,400

30,659

Microsoft Corp.

13,230,000

386,184

Oracle Corp.

5,715,000

151,276

QLIK Technologies, Inc. (a)(e)

8,181,676

185,969

Red Hat, Inc. (a)(e)

15,418,586

792,207

salesforce.com, Inc. (a)(e)

10,576,594

1,466,127

SolarWinds, Inc. (a)

2,765,000

126,803

Solera Holdings, Inc.

1,775,051

78,812

Splunk, Inc.

456,300

14,857

TiVo, Inc. (a)(e)

8,374,576

71,519

VMware, Inc. Class A (a)

2,242,533

208,578

 

4,177,626

TOTAL INFORMATION TECHNOLOGY

14,410,857

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 3.4%

Chemicals - 2.7%

CF Industries Holdings, Inc.

1,026,785

$ 175,539

Dow Chemical Co.

3,245,000

100,790

E.I. du Pont de Nemours & Co.

3,645,000

175,908

Monsanto Co.

6,844,978

528,432

Potash Corp. of Saskatchewan, Inc.

788,600

31,236

The Mosaic Co.

1,435,000

68,421

 

1,080,326

Metals & Mining - 0.7%

Alcoa, Inc.

1,650,000

14,108

Barrick Gold Corp.

54,000

2,122

Fortescue Metals Group Ltd.

16,422,802

73,908

Freeport-McMoRan Copper & Gold, Inc.

3,575,000

114,543

Mongolian Mining Corp. (a)

25,802,500

17,420

Newmont Mining Corp.

1,530,000

72,155

Nucor Corp.

200,000

7,152

 

301,408

TOTAL MATERIALS

1,381,734

TOTAL COMMON STOCKS

(Cost $28,070,543)


40,466,308

Preferred Stocks - 0.1%

 

 

 

 

Convertible Preferred Stocks - 0.1%

HEALTH CARE - 0.1%

Biotechnology - 0.0%

Ariosa Diagnostics (g)

827,814

5,000

Health Care Technology - 0.0%

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

2,070,648

12,500

Pharmaceuticals - 0.1%

Agios Pharmaceuticals, Inc. Series C (g)

2,036,659

10,002

Concert Pharmaceuticals, Inc. Series C, 6.00% (a)(g)

4,000,000

7,160

 

17,162

TOTAL HEALTH CARE

34,662

Preferred Stocks - continued

Shares

Value (000s)

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen AG

70,000

$ 11,231

TOTAL PREFERRED STOCKS

(Cost $48,895)


45,893

Money Market Funds - 3.4%

 

 

 

 

Fidelity Cash Central Fund, 0.17% (b)

116,136,535

116,137

Fidelity Securities Lending Cash Central Fund, 0.17% (b)(c)

1,252,980,875

1,252,981

TOTAL MONEY MARKET FUNDS

(Cost $1,369,118)


1,369,118

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $29,488,556)

41,881,319

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(1,243,884)

NET ASSETS - 100%

$ 40,637,435

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $49,489,000 or 0.1% of net assets.

(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 $147,320,000 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Agios Pharmaceuticals, Inc. Series C

11/16/11

$ 10,002

Ariosa Diagnostics

11/30/11

$ 5,000

Castlight Health, Inc. Series D

4/25/12

$ 12,500

Concert Pharmaceuticals, Inc.

2/9/09

$ 151

Concert Pharmaceuticals, Inc. Series C, 6.00%

4/25/08

$ 10,000

Dropbox, Inc.

5/2/12

$ 10,000

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 43,965

Merrimack Pharmaceuticals, Inc.

3/31/11

$ 10,000

Michael Kors Holdings Ltd.

7/8/11

$ 16,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 65

Fidelity Securities Lending Cash Central Fund

15,616

Total

$ 15,681

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Acadia Pharmaceuticals, Inc.

$ 2,734

$ -

$ 2,792

$ -

$ -

Alkermes PLC

155,687

46,945

-

-

203,193

Alnylam Pharmaceuticals, Inc.

21,380

8,827

1,206

-

37,204

Amylin Pharmaceuticals, Inc.

155,977

25,669

-

-

426,306

Applied Micro Circuits Corp.

19,240

24,759

-

-

32,664

Array Biopharma, Inc.

8,733

-

5,093

-

-

BJ's Restaurants, Inc.

89,346

-

89,547

-

-

Cepheid, Inc.

210,518

30,080

19,113

-

237,291

Clovis Oncology, Inc.

8,207

15,100

-

-

24,448

Cree, Inc.

146,571

160,315

-

-

291,195

Cypress Semiconductor Corp.

327,875

-

19,375

-

209,632

Elan Corp. PLC sponsored ADR

461,138

-

52,227

-

538,773

Endocyte, Inc.

19,749

-

5,554

-

-

Exelixis, Inc.

59,143

9,094

-

-

66,917

Fifth & Pacific Companies, Inc.

-

75,688

-

-

78,284

Fossil, Inc.

504,221

67,431

35,789

-

422,286

Francescas Holdings Corp.

28,946

50,442

-

-

87,233

Fresh Market, Inc.

92,130

5,633

-

-

142,305

Fusion-io, Inc.

175,921

102,361

-

-

188,160

Herbalife Ltd.

561,307

58,610

-

6,537

497,178

Home Inns & Hotels Management, Inc. sponsored ADR

113,369

-

14,631

-

63,725

Human Genome Sciences, Inc.

146,243

17,171

-

-

284,819

ICG Group, Inc.

32,503

-

-

-

32,843

ImmunoGen, Inc.

91,441

2,671

-

-

108,146

Immunomedics, Inc.

25,288

-

-

-

24,987

Infinera Corp.

69,850

1,553

-

-

66,172

Insulet Corp.

71,652

-

-

-

71,035

InterMune, Inc.

89,495

-

35,235

-

-

Isis Pharmaceuticals, Inc.

73,887

500

-

-

99,061

JetBlue Airways Corp.

118,182

-

46,695

-

99,553

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

K12, Inc.

$ 23,971

$ 23,700

$ -

$ -

$ 43,182

Lexicon Pharmaceuticals, Inc.

39,495

16,295

-

-

76,601

Lions Gate Entertainment Corp.

51,733

45,831

96,526

-

-

lululemon athletica, Inc.

602,220

-

-

-

880,186

Lumber Liquidators Holdings, Inc.

46,757

-

-

-

80,293

MAP Pharmaceuticals, Inc.

37,692

4,602

-

-

36,080

MaxLinear, Inc. Class A

11,349

-

-

-

-

Mellanox Technologies Ltd.

136,158

999

-

-

236,125

Metabolix, Inc.

15,022

-

1,247

-

5,212

Micromet, Inc.

56,424

-

100,315

-

-

NPS Pharmaceuticals, Inc.

41,857

883

-

-

59,165

NVIDIA Corp.

647,403

149,929

103,906

-

557,552

Pandora Media, Inc.

26,213

109,344

-

-

145,575

Pharmasset, Inc.

974,116

-

967,313

-

-

PrivateBancorp, Inc.

39,048

-

-

81

59,914

QLIK Technologies, Inc.

193,237

35,201

-

-

185,969

Rambus, Inc.

91,430

-

-

-

55,110

Red Hat, Inc.

718,327

48,408

-

-

792,207

Regeneron Pharmaceuticals, Inc.

527,289

12,979

62,080

-

1,147,140

Rigel Pharmaceuticals, Inc.

49,910

-

-

-

48,665

Riverbed Technology, Inc.

367,848

50,092

84,633

-

200,493

salesforce.com, Inc.

1,096,640

161,815

-

-

1,466,127

Seattle Genetics, Inc.

189,210

-

-

-

221,636

Silicon Graphics International Corp.

46,214

-

-

-

18,244

Silicon Image, Inc.

32,167

-

34,392

-

-

Silicon Laboratories, Inc.

198,841

-

-

-

158,861

SodaStream International Ltd.

58,487

681

-

-

61,264

SuccessFactors, Inc.

204,934

-

317,976

-

-

TiVo, Inc.

114,851

-

33,787

-

71,519

Transition Therapeutics, Inc.

3,545

-

-

-

4,548

Universal Display Corp.

57,334

83,702

-

-

101,225

Vera Bradley, Inc.

93,095

-

86,582

-

-

Volterra Semiconductor Corp.

63,046

-

-

-

71,486

Total

$ 10,736,596

$ 1,447,310

$ 2,216,014

$ 6,618

$ 11,117,789

Other Information

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 6,819,762

$ 6,761,741

$ 58,021

$ -

Consumer Staples

3,888,128

3,888,128

-

-

Energy

2,809,254

2,809,254

-

-

Financials

1,833,186

1,833,186

-

-

Health Care

6,915,227

6,871,581

8,833

34,813

Industrials

2,454,053

2,454,053

-

-

Information Technology

14,410,857

14,353,973

46,884

10,000

Materials

1,381,734

1,381,734

-

-

Money Market Funds

1,369,118

1,369,118

-

-

Total Investments in Securities:

$ 41,881,319

$ 41,722,768

$ 113,738

$ 44,813

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

$ 96,266

Total Realized Gain (Loss)

(20,000)

Total Unrealized Gain (Loss)

20,000

Cost of Purchases

22,500

Proceeds of Sales

(30,000)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(43,953)

Ending Balance

$ 44,813

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ -

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, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,216,851) - See accompanying schedule:

Unaffiliated issuers (cost $20,176,470)

$ 29,394,412

 

Fidelity Central Funds (cost $1,369,118)

1,369,118

 

Other affiliated issuers (cost $7,942,968)

11,117,789

 

Total Investments (cost $29,488,556)

 

$ 41,881,319

Cash

 

48

Receivable for investments sold

86,105

Receivable for fund shares sold

38,052

Dividends receivable

47,998

Distributions receivable from Fidelity Central Funds

1,330

Prepaid expenses

20

Other receivables

1,004

Total assets

42,055,876

 

 

 

Liabilities

Payable for investments purchased

$ 110,582

Payable for fund shares redeemed

24,355

Accrued management fee

24,726

Other affiliated payables

4,744

Other payables and accrued expenses

1,053

Collateral on securities loaned, at value

1,252,981

Total liabilities

1,418,441

 

 

 

Net Assets

$ 40,637,435

Net Assets consist of:

 

Paid in capital

$ 27,406,725

Undistributed net investment income

28,613

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

809,354

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

12,392,743

Net Assets

$ 40,637,435

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

May 31, 2012 (Unaudited)

 

 

 

Growth Company:
Net Asset Value
, offering price and redemption price per share ($23,819,367 ÷ 267,140 shares)

$ 89.16

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($13,362,554 ÷ 149,920 shares)

$ 89.13

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($3,455,514 ÷ 38,768 shares)

$ 89.13

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, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends (including $6,618 earned from other affiliated issuers)

 

$ 190,045

Interest

 

4

Income from Fidelity Central Funds (including $15,616 from security lending)

 

15,681

Total income

 

205,730

 

 

 

Expenses

Management fee
Basic fee

$ 114,833

Performance adjustment

31,558

Transfer agent fees

26,941

Accounting and security lending fees

1,225

Custodian fees and expenses

496

Independent trustees' compensation

127

Appreciation in deferred trustee compensation account

1

Registration fees

234

Audit

48

Legal

55

Interest

12

Miscellaneous

234

Total expenses before reductions

175,764

Expense reductions

(307)

175,457

Net investment income (loss)

30,273

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

36,223

Other affiliated issuers

941,460

 

Foreign currency transactions

(203)

Total net realized gain (loss)

 

977,480

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,064,089

Assets and liabilities in foreign currencies

(9)

Total change in net unrealized appreciation (depreciation)

 

2,064,080

Net gain (loss)

3,041,560

Net increase (decrease) in net assets resulting from operations

$ 3,071,833

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, 2012
(Unaudited)

Year ended
November 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 30,273

$ 55,998

Net realized gain (loss)

977,480

1,828,298

Change in net unrealized appreciation (depreciation)

2,064,080

753,704

Net increase (decrease) in net assets resulting
from operations

3,071,833

2,638,000

Distributions to shareholders from net investment income

(45,344)

(16,269)

Distributions to shareholders from net realized gain

(1,197,704)

-

Total distributions

(1,243,048)

(16,269)

Share transactions - net increase (decrease)

946,109

(336,594)

Total increase (decrease) in net assets

2,774,894

2,285,137

 

 

 

Net Assets

Beginning of period

37,862,541

35,577,404

End of period (including undistributed net investment income of $28,613 and undistributed net investment income of $43,684, respectively)

$ 40,637,435

$ 37,862,541

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

Semiannual Report

Financial Highlights - Growth Company

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

$ 69.66

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

  .09

  .01

  .15

  .11

  (.06)

Net realized and unrealized gain (loss)

  6.59

  5.80

  13.76

  18.44

  (35.97)

  14.10

Total from investment operations

  6.63

  5.89

  13.77

  18.59

  (35.86)

  14.04

Distributions from net investment income

  (.05)

  - H

  (.12)

  (.08)

  -

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  (.60)

  -

Total distributions

  (2.76)

  - H

  (.12) I

  (.08)

  (.60)

  -

Net asset value, end of period

$ 89.16

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

Total Return B, C

  8.18%

  7.42%

  20.98%

  39.41%

  (43.15)%

  20.16%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .91% A

  .84%

  .89%

  .93%

  .97%

  .94%

Expenses net of fee waivers, if any

  .91% A

  .84%

  .89%

  .93%

  .97%

  .94%

Expenses net of all reductions

  .91% A

  .84%

  .89%

  .93%

  .96%

  .93%

Net investment income (loss)

  .09% A

  .10%

  .02%

  .27%

  .15%

  (.08)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 23,819

$ 24,665

$ 27,742

$ 27,204

$ 21,090

$ 36,955

Portfolio turnover rate F

  37% A

  36%

  36%

  64%

  55%

  49%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H Amount represents less than $.01 per share.

I 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, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 85.35

$ 79.48

$ 65.82

$ 47.29

$ 80.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

  .21

  .13

  .27

  .11

Net realized and unrealized gain (loss)

  6.58

  5.80

  13.78

  18.44

  (33.16)

Total from investment operations

  6.68

  6.01

  13.91

  18.71

  (33.05)

Distributions from net investment income

  (.19)

  (.14)

  (.24)

  (.18)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  -

Total distributions

  (2.90)

  (.14)

  (.25)

  (.18)

  -

Net asset value, end of period

$ 89.13

$ 85.35

$ 79.48

$ 65.82

$ 47.29

Total Return B, C

  8.26%

  7.57%

  21.20%

  39.70%

  (41.14)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .77% A

  .70%

  .72%

  .72%

  .81% A

Expenses net of fee waivers, if any

  .77% A

  .70%

  .72%

  .72%

  .81% A

Expenses net of all reductions

  .77% A

  .70%

  .72%

  .72%

  .81% A

Net investment income (loss)

  .23% A

  .24%

  .18%

  .48%

  .42% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 13,363

$ 10,568

$ 6,571

$ 4,050

$ 1,305

Portfolio turnover rate F

  37% A

  36%

  36%

  64%

  55%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class F

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 85.36

$ 79.48

$ 65.82

$ 55.55

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .13

  .26

  .17

  .16

Net realized and unrealized gain (loss)

  6.58

  5.79

  13.77

  10.11

Total from investment operations

  6.71

  6.05

  13.94

  10.27

Distributions from net investment income

  (.22)

  (.17)

  (.27)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

Total distributions

  (2.94) I

  (.17)

  (.28)

  -

Net asset value, end of period

$ 89.13

$ 85.36

$ 79.48

$ 65.82

Total Return B, C

  8.29%

  7.62%

  21.26%

  18.49%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .72% A

  .65%

  .67%

  .67% A

Expenses net of fee waivers, if any

  .72% A

  .65%

  .67%

  .67% A

Expenses net of all reductions

  .72% A

  .65%

  .67%

  .67% A

Net investment income (loss)

  .28% A

  .30%

  .23%

  .60% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 3,456

$ 2,629

$ 1,264

$ 133

Portfolio turnover rate F

  37% A

  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.

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

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

G For the period June 26, 2009 (commencement of sale of shares) to November 30, 2009.

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

I Total distributions of $2.94 per share is comprised of distributions from net investment income of $.224 and distributions from net realized gain of $2.712 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, 2012 (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, Class K, 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. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

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

Gross unrealized appreciation

$ 15,247,398

Gross unrealized depreciation

(2,943,622)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,303,776

Tax cost

$ 29,577,543

4. Operating Policies.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,645,427 and $7,900,432, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30%

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Company as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

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

 

Amount

% of
Average
Net Assets
*

Growth Company

23,757

.19

Class K

3,184

.05

 

$ 26,941

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $172 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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

$ 115,781

.40%

$ 12

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $59 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $29,592. 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 and includes $390 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $307 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2012

Year ended
November 30,
2011

From net investment income

 

 

Growth Company

$ 14,166

$ 1,033

Class K

23,929

12,176

Class F

7,249

3,060

Total

$ 45,344

$ 16,269

From net realized gain

 

 

Growth Company

$ 768,386

$ -

Class K

341,548

-

Class F

87,770

-

Total

$ 1,197,704

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months
ended May 31,
2012

Year ended
November 30,
2011

Six months
ended May 31,
2012

Year ended
November 30,
2011

Growth Company

 

 

 

 

Shares sold

20,687

51,025

$ 1,880,137

$ 4,388,661

Reinvestment of distributions

9,639

12

763,625

1,012

Shares redeemed

(52,376)

(111,230)

(4,710,582)

(9,554,766)

Net increase (decrease)

(22,050)

(60,193)

$ (2,066,820)

$ (5,165,093)

Class K

 

 

 

 

Shares sold

37,419

62,815

$ 3,397,206

$ 5,422,105

Reinvestment of distributions

4,618

146

365,477

12,176

Shares redeemed

(15,941)

(21,815)

(1,427,211)

(1,876,905)

Net increase (decrease)

26,096

41,146

$ 2,335,472

$ 3,557,376

Semiannual Report

11. Share Transactions - continued

 

Shares

Dollars

Six months
ended May 31,
2012

Year ended
November 30,
2011

Six months
ended May 31,
2012

Year ended
November 30,
2011

Class F

 

 

 

 

Shares sold

9,848

18,542

$ 874,445

$ 1,585,903

Reinvestment of distributions

1,201

37

95,019

3,060

Shares redeemed

(3,075)

(3,695)

(292,007)

(317,840)

Net increase (decrease)

7,974

14,884

$ 677,457

$ 1,271,123

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-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

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(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) mtv22
1-800-544-5555

mtv22
Automated line for quickest service

GCF-USAN-0712
1.786812.109

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

Fidelity®
Growth Company
Fund -
Class F

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to
May 31, 2012

Growth Company

.91%

 

 

 

Actual

 

$ 1,000.00

$ 1,081.80

$ 4.74

HypotheticalA

 

$ 1,000.00

$ 1,020.45

$ 4.60

Class K

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.60

$ 4.01

HypotheticalA

 

$ 1,000.00

$ 1,021.15

$ 3.89

Class F

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.90

$ 3.75

HypotheticalA

 

$ 1,000.00

$ 1,021.40

$ 3.64

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

8.8

6.2

salesforce.com, Inc.

3.6

2.9

Regeneron Pharmaceuticals, Inc.

2.8

1.4

Exxon Mobil Corp.

2.4

3.6

Google, Inc. Class A

2.2

3.4

lululemon athletica, Inc.

2.2

1.6

Red Hat, Inc.

1.9

1.9

Discover Financial Services

1.8

1.7

QUALCOMM, Inc.

1.7

1.6

Philip Morris International, Inc.

1.5

1.4

 

28.9

Top Five Market Sectors as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

35.5

35.2

Health Care

17.0

15.1

Consumer Discretionary

16.8

14.9

Consumer Staples

9.6

9.5

Energy

6.9

10.3

Asset Allocation (% of fund's net assets)

As of May 31, 2012 *

As of November 30, 2011 **

mtv40

Stocks 99.6%

 

mtv40

Stocks 99.5%

 

mtv68

Convertible
Securities 0.1%

 

mtv68

Convertible
Securities 0.2%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

 

* Foreign investments

9.3%

 

** Foreign investments

10.3%

 

mtv88

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 16.8%

Automobiles - 0.2%

Ford Motor Co.

3,645,000

$ 38,491

General Motors Co. (a)

22,800

506

Tesla Motors, Inc. (a)

597,377

17,623

 

56,620

Diversified Consumer Services - 0.1%

K12, Inc. (a)(d)(e)

1,970,000

43,182

Hotels, Restaurants & Leisure - 4.5%

Arcos Dorados Holdings, Inc.

2,114,900

28,593

Buffalo Wild Wings, Inc. (a)

719,900

61,271

Chipotle Mexican Grill, Inc. (a)

471,000

194,556

Ctrip.com International Ltd. sponsored ADR (a)(d)

625,000

11,500

Dunkin' Brands Group, Inc. (d)

2,903,340

94,271

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)(e)

2,975,000

63,725

Hyatt Hotels Corp. Class A (a)

1,948,440

72,073

Las Vegas Sands Corp.

2,685,000

123,993

McDonald's Corp.

5,025,000

448,934

Panera Bread Co. Class A (a)

875,000

128,581

Starbucks Corp.

7,358,400

403,903

Starwood Hotels & Resorts Worldwide, Inc.

1,445,000

76,368

Yum! Brands, Inc.

1,890,000

132,980

 

1,840,748

Household Durables - 1.7%

Gafisa SA sponsored ADR (d)

1,570,000

3,909

Lennar Corp. Class A (d)

12,900,077

352,043

SodaStream International Ltd. (a)(d)(e)

1,976,272

61,264

Tempur-Pedic International, Inc. (a)

1,220,000

56,376

Toll Brothers, Inc. (a)

8,249,050

225,034

 

698,626

Internet & Catalog Retail - 1.7%

Amazon.com, Inc. (a)

2,066,000

439,872

Groupon, Inc. Class A (a)(d)

42,790

455

Netflix, Inc. (a)(d)

71,000

4,504

Priceline.com, Inc. (a)

355,000

222,049

 

666,880

Media - 0.8%

Comcast Corp. Class A

3,567,500

103,136

Lions Gate Entertainment Corp. (a)(d)

3,464,992

46,154

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Pandora Media, Inc. (d)(e)

13,554,469

$ 145,575

Time Warner, Inc.

1,025,650

35,354

 

330,219

Multiline Retail - 1.1%

Dollar Tree, Inc. (a)

562,500

58,039

JCPenney Co., Inc. (d)

9,810,000

257,316

Nordstrom, Inc.

800,000

37,896

Target Corp.

1,340,000

77,599

 

430,850

Specialty Retail - 1.7%

Abercrombie & Fitch Co. Class A

1,660,000

55,676

AutoNation, Inc. (a)(d)

1,050,000

37,821

Bed Bath & Beyond, Inc. (a)

1,300,000

93,925

Francescas Holdings Corp. (a)(d)(e)

3,718,379

87,233

Home Depot, Inc.

5,230,000

258,048

Limited Brands, Inc.

1,460,000

64,766

Lumber Liquidators Holdings, Inc. (a)(d)(e)

2,760,167

80,293

Tiffany & Co., Inc.

225,000

12,463

Urban Outfitters, Inc. (a)

240,000

6,713

 

696,938

Textiles, Apparel & Luxury Goods - 5.0%

Coach, Inc.

2,032,200

137,072

Fifth & Pacific Companies, Inc. (a)(e)

6,540,000

78,284

Fossil, Inc. (a)(e)

5,772,092

422,286

lululemon athletica, Inc. (a)(d)(e)

12,117,100

880,186

Michael Kors Holdings Ltd.

5,152,300

202,898

Michael Kors Holdings Ltd. (g)

1,320,193

46,790

NIKE, Inc. Class B

1,719,000

185,961

Tumi Holdings, Inc. (d)

680,650

11,741

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

338,700

34,117

VF Corp.

320,000

45,133

 

2,044,468

TOTAL CONSUMER DISCRETIONARY

6,808,531

CONSUMER STAPLES - 9.6%

Beverages - 2.2%

Beam, Inc.

1,420,000

85,995

Dr Pepper Snapple Group, Inc.

655,000

27,025

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

2,810,000

$ 204,006

PepsiCo, Inc.

1,136,640

77,121

The Coca-Cola Co.

6,792,500

507,604

 

901,751

Food & Staples Retailing - 1.8%

Costco Wholesale Corp.

1,695,800

146,500

Drogasil SA

1,731,873

16,015

Fresh Market, Inc. (a)(d)(e)

2,448,468

142,305

Wal-Mart Stores, Inc.

4,025,300

264,945

Walgreen Co.

555,000

16,939

Whole Foods Market, Inc.

1,580,000

140,004

 

726,708

Food Products - 1.2%

Archer Daniels Midland Co.

1,000,000

31,880

General Mills, Inc.

1,165,600

44,619

Green Mountain Coffee Roasters, Inc. (a)(d)

4,045,612

95,476

Kellogg Co.

965,000

47,073

Mead Johnson Nutrition Co. Class A

1,941,800

156,781

Sara Lee Corp.

685,000

14,317

Smithfield Foods, Inc. (a)

1,615,000

31,767

The Hershey Co.

775,000

51,817

 

473,730

Household Products - 0.8%

Church & Dwight Co., Inc.

2,660,000

141,618

Colgate-Palmolive Co.

1,230,000

120,909

Kimberly-Clark Corp.

670,000

53,165

Procter & Gamble Co.

464,483

28,933

 

344,625

Personal Products - 1.4%

Avon Products, Inc.

468,615

7,756

Herbalife Ltd. (e)

11,100,210

497,178

Nu Skin Enterprises, Inc. Class A

1,180,000

50,598

 

555,532

Tobacco - 2.2%

Altria Group, Inc.

5,785,380

186,231

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Lorillard, Inc.

805,000

$ 99,498

Philip Morris International, Inc.

7,100,380

600,053

 

885,782

TOTAL CONSUMER STAPLES

3,888,128

ENERGY - 6.9%

Energy Equipment & Services - 1.3%

Carbo Ceramics, Inc. (d)

175,000

14,238

FMC Technologies, Inc. (a)

1,850,000

74,444

Halliburton Co.

3,750,000

112,725

Schlumberger Ltd.

4,949,600

313,062

 

514,469

Oil, Gas & Consumable Fuels - 5.6%

Anadarko Petroleum Corp.

2,267,594

138,323

Apache Corp.

780,000

63,476

Chesapeake Energy Corp. (d)

1,905,000

32,195

Chevron Corp.

390,000

38,341

Cobalt International Energy, Inc. (a)

70,900

1,606

Concho Resources, Inc. (a)

1,205,000

105,727

Continental Resources, Inc. (a)(d)

1,130,000

82,332

Devon Energy Corp.

880,000

52,378

EOG Resources, Inc.

1,070,000

106,251

Exxon Mobil Corp.

12,275,000

965,183

Hess Corp.

660,000

28,842

Noble Energy, Inc.

320,000

27,027

Occidental Petroleum Corp.

3,105,000

246,133

Peabody Energy Corp.

530,000

12,381

Pioneer Natural Resources Co.

1,275,000

123,293

Plains Exploration & Production Co. (a)

3,970,000

142,086

Range Resources Corp.

1,158,689

66,555

Southwestern Energy Co. (a)

97,461

2,732

Valero Energy Corp.

2,840,000

59,924

 

2,294,785

TOTAL ENERGY

2,809,254

FINANCIALS - 4.5%

Capital Markets - 0.4%

Charles Schwab Corp.

5,384,975

67,097

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Franklin Resources, Inc.

45,000

$ 4,806

ICG Group, Inc. (a)(e)

3,775,000

32,843

T. Rowe Price Group, Inc.

915,000

52,695

 

157,441

Commercial Banks - 1.0%

Banco Bradesco SA (PN) sponsored ADR

4,515,000

66,100

HDFC Bank Ltd. sponsored ADR

2,770,000

77,449

ICICI Bank Ltd. sponsored ADR

1,205,000

33,921

Itau Unibanco Banco Multiplo SA sponsored ADR

1,625,000

23,514

PrivateBancorp, Inc. (e)

4,067,500

59,914

Signature Bank (a)

656,885

40,339

Wells Fargo & Co.

2,752,300

88,211

 

389,448

Consumer Finance - 2.0%

American Express Co.

1,832,548

102,311

Discover Financial Services

22,125,444

732,573

 

834,884

Diversified Financial Services - 1.0%

Bank of America Corp.

6,175,000

45,386

BM&F Bovespa SA

23,879,772

113,073

Citigroup, Inc.

1,497,380

39,696

JPMorgan Chase & Co.

6,180,000

204,867

 

403,022

Real Estate Management & Development - 0.1%

The St. Joe Co. (a)(d)

3,030,135

48,391

TOTAL FINANCIALS

1,833,186

HEALTH CARE - 16.9%

Biotechnology - 10.9%

Acadia Pharmaceuticals, Inc. (a)(d)

1,164,844

1,607

Alexion Pharmaceuticals, Inc. (a)

6,474,060

586,356

Alkermes PLC (a)(e)

13,008,514

203,193

Alnylam Pharmaceuticals, Inc. (a)(e)

3,633,250

37,204

Amylin Pharmaceuticals, Inc. (a)(e)

16,080,955

426,306

Array Biopharma, Inc. (a)

2,443,770

7,942

AVEO Pharmaceuticals, Inc. (a)

680,600

8,664

Biogen Idec, Inc. (a)

1,700,000

222,275

Celgene Corp. (a)

1,146,744

78,265

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Cepheid, Inc. (a)(e)

6,272,555

$ 237,291

Clovis Oncology, Inc. (d)(e)

1,372,700

24,448

Exelixis, Inc. (a)(d)(e)

14,452,881

66,917

Gilead Sciences, Inc. (a)

3,020,000

150,849

Halozyme Therapeutics, Inc. (a)

1,890,000

14,440

Human Genome Sciences, Inc. (a)(e)

20,911,837

284,819

ImmunoGen, Inc. (a)(d)(e)

7,719,195

108,146

Immunomedics, Inc. (a)(d)(e)

7,526,150

24,987

Incyte Corp. (a)(d)

695,000

14,810

InterMune, Inc. (a)(d)

2,348,117

24,491

Ironwood Pharmaceuticals, Inc. Class A (a)

3,695,000

44,044

Isis Pharmaceuticals, Inc. (a)(e)

10,016,251

99,061

Lexicon Pharmaceuticals, Inc. (a)(d)(e)

48,176,503

76,601

Merrimack Pharmaceuticals, Inc.

1,197,696

8,228

Merrimack Pharmaceuticals, Inc. (g)

1,428,572

8,833

Metabolix, Inc. (a)(d)(e)

2,605,799

5,212

Momenta Pharmaceuticals, Inc. (a)(d)

1,655,000

22,822

NPS Pharmaceuticals, Inc. (a)(e)

7,498,738

59,165

Regeneron Pharmaceuticals, Inc. (a)(e)

8,456,613

1,147,140

Rigel Pharmaceuticals, Inc. (a)(e)

6,549,836

48,665

Seattle Genetics, Inc. (a)(d)(e)

11,377,629

221,636

Transition Therapeutics, Inc. (a)(e)

2,332,446

4,548

Vertex Pharmaceuticals, Inc. (a)

3,009,767

180,706

 

4,449,671

Health Care Equipment & Supplies - 0.6%

Align Technology, Inc. (a)

675,000

21,080

Baxter International, Inc.

505,000

25,563

DexCom, Inc. (a)

480,000

5,160

Edwards Lifesciences Corp. (a)

810,000

69,150

Genmark Diagnostics, Inc. (a)

91,853

413

Insulet Corp. (a)(e)

3,856,400

71,035

Medtronic, Inc.

754,964

27,813

St. Jude Medical, Inc.

834,200

32,050

 

252,264

Health Care Providers & Services - 1.2%

Cardinal Health, Inc.

485,000

20,069

Catalyst Health Solutions, Inc. (a)

440,000

38,223

Express Scripts Holding Co. (a)

496,303

25,902

Humana, Inc.

840,000

64,168

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

McKesson Corp.

1,905,000

$ 166,268

UnitedHealth Group, Inc.

3,056,400

170,455

 

485,085

Health Care Technology - 0.8%

athenahealth, Inc. (a)(d)

615,000

44,704

Cerner Corp. (a)

20,000

1,559

SXC Health Solutions Corp. (a)

2,893,000

265,814

 

312,077

Pharmaceuticals - 3.4%

Abbott Laboratories

1,111,500

68,680

Allergan, Inc.

2,140,000

193,135

Bristol-Myers Squibb Co.

1,424,700

47,499

Concert Pharmaceuticals, Inc. (a)(g)

186,198

151

Elan Corp. PLC sponsored ADR (a)(e)

38,594,070

538,773

Endocyte, Inc. (a)(d)

511,041

3,286

Hospira, Inc. (a)

1,985,000

62,051

Johnson & Johnson

83,300

5,200

MAP Pharmaceuticals, Inc. (a)(d)(e)

3,065,443

36,080

Questcor Pharmaceuticals, Inc. (a)(d)

1,880,000

77,832

Teva Pharmaceutical Industries Ltd. sponsored ADR

705,000

27,629

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

6,572,261

321,152

 

1,381,468

TOTAL HEALTH CARE

6,880,565

INDUSTRIALS - 6.0%

Aerospace & Defense - 1.7%

Honeywell International, Inc.

1,870,000

104,084

Lockheed Martin Corp.

1,040,100

86,120

The Boeing Co.

2,879,800

200,463

United Technologies Corp.

4,225,000

313,115

 

703,782

Air Freight & Logistics - 0.7%

United Parcel Service, Inc. Class B

3,564,000

267,086

Airlines - 0.7%

JetBlue Airways Corp. (a)(d)(e)

19,034,923

99,553

Ryanair Holdings PLC sponsored ADR (a)

940,000

28,858

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Southwest Airlines Co.

2,548,515

$ 23,013

United Continental Holdings, Inc. (a)

5,865,000

147,622

 

299,046

Construction & Engineering - 0.1%

Fluor Corp.

455,000

21,330

Electrical Equipment - 0.4%

Emerson Electric Co.

1,710,000

79,977

Rockwell Automation, Inc. (d)

1,160,000

84,112

 

164,089

Industrial Conglomerates - 0.4%

3M Co.

565,000

47,692

Danaher Corp.

2,505,000

130,185

 

177,877

Machinery - 1.4%

Caterpillar, Inc.

3,510,000

307,546

Cummins, Inc.

1,760,000

170,632

Deere & Co.

1,035,000

76,455

Rexnord Corp.

587,500

11,633

Westport Innovations, Inc. (a)(d)

693,000

16,916

 

583,182

Road & Rail - 0.6%

CSX Corp.

4,065,000

84,918

Norfolk Southern Corp.

665,000

43,571

Union Pacific Corp.

980,000

109,172

 

237,661

TOTAL INDUSTRIALS

2,454,053

INFORMATION TECHNOLOGY - 35.5%

Communications Equipment - 2.5%

Aruba Networks, Inc. (a)(d)

1,198,031

15,742

F5 Networks, Inc. (a)

405,000

41,909

Infinera Corp. (a)(d)(e)

10,323,181

66,172

Juniper Networks, Inc. (a)

460,000

7,912

Motorola Solutions, Inc.

445,000

21,396

QUALCOMM, Inc.

11,748,400

673,301

Riverbed Technology, Inc. (a)(e)

12,225,204

200,493

 

1,026,925

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 9.4%

Apple, Inc. (a)

6,195,959

$ 3,579,598

Fusion-io, Inc. (d)(e)

9,011,501

188,160

Hewlett-Packard Co.

960,000

21,773

NetApp, Inc. (a)

1,059,686

31,536

Silicon Graphics International Corp. (a)(d)(e)

3,097,456

18,244

 

3,839,311

Electronic Equipment & Components - 0.4%

Corning, Inc.

1,203,000

15,627

Trimble Navigation Ltd. (a)

595,000

28,063

Universal Display Corp. (a)(d)(e)

3,595,914

101,225

 

144,915

Internet Software & Services - 4.5%

Akamai Technologies, Inc. (a)

575,000

16,871

Baidu.com, Inc. sponsored ADR (a)

2,570,000

302,669

Dropbox, Inc. (g)

1,105,082

10,000

eBay, Inc. (a)

4,562,200

178,793

Facebook, Inc.:

Class A

2,288,700

67,814

Class B (a)(g)

1,758,114

46,884

Google, Inc. Class A (a)

1,547,448

898,851

LinkedIn Corp. (a)

90,000

8,649

Mail.ru Group Ltd. GDR (a)(f)

1,577,600

49,489

MercadoLibre, Inc.

350,000

24,584

Rackspace Hosting, Inc. (a)

2,805,000

138,763

SINA Corp. (a)(d)

210,000

11,187

Yandex NV

895,000

17,837

YouKu.com, Inc. ADR (a)(d)

1,670,000

39,746

 

1,812,137

IT Services - 3.3%

Cognizant Technology Solutions Corp. Class A (a)

1,734,716

101,047

IBM Corp.

2,989,800

576,732

MasterCard, Inc. Class A

833,000

338,623

Teradata Corp. (a)

1,020,000

67,810

VeriFone Systems, Inc. (a)

1,015,000

36,652

Visa, Inc. Class A

1,889,100

217,624

 

1,338,488

Semiconductors & Semiconductor Equipment - 5.1%

Altera Corp.

345,000

11,526

Applied Micro Circuits Corp. (a)(e)

6,116,938

32,664

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ARM Holdings PLC sponsored ADR

1,400,000

$ 32,886

ASML Holding NV

1,028,888

47,133

Atmel Corp. (a)

1,060,000

7,420

Broadcom Corp. Class A

2,600,000

84,110

Cree, Inc. (a)(d)(e)

11,615,294

291,195

Cypress Semiconductor Corp. (e)

15,893,240

209,632

Intel Corp.

2,100,000

54,264

KLA-Tencor Corp.

510,000

23,373

Marvell Technology Group Ltd.

1,918,310

24,036

MaxLinear, Inc. Class A (a)

2,354,608

10,549

Mellanox Technologies Ltd. (a)(e)

3,906,124

236,125

NVIDIA Corp. (a)(e)

44,855,384

557,552

Rambus, Inc. (a)(d)(e)

11,457,400

55,110

Samsung Electronics Co. Ltd.

50,000

51,293

Silicon Laboratories, Inc. (a)(e)

4,600,680

158,861

Texas Instruments, Inc.

3,941,000

112,240

Volterra Semiconductor Corp. (a)(e)

2,573,305

71,486

 

2,071,455

Software - 10.3%

Activision Blizzard, Inc.

26,035,776

305,660

Adobe Systems, Inc. (a)

668,236

20,749

Citrix Systems, Inc. (a)

2,689,677

196,562

Electronic Arts, Inc. (a)

300,000

4,086

Fortinet, Inc. (a)

354,600

7,535

Guidewire Software, Inc. (d)

1,525,000

39,513

Intuit, Inc.

1,610,000

90,530

Jive Software, Inc. (d)

1,830,400

30,659

Microsoft Corp.

13,230,000

386,184

Oracle Corp.

5,715,000

151,276

QLIK Technologies, Inc. (a)(e)

8,181,676

185,969

Red Hat, Inc. (a)(e)

15,418,586

792,207

salesforce.com, Inc. (a)(e)

10,576,594

1,466,127

SolarWinds, Inc. (a)

2,765,000

126,803

Solera Holdings, Inc.

1,775,051

78,812

Splunk, Inc.

456,300

14,857

TiVo, Inc. (a)(e)

8,374,576

71,519

VMware, Inc. Class A (a)

2,242,533

208,578

 

4,177,626

TOTAL INFORMATION TECHNOLOGY

14,410,857

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 3.4%

Chemicals - 2.7%

CF Industries Holdings, Inc.

1,026,785

$ 175,539

Dow Chemical Co.

3,245,000

100,790

E.I. du Pont de Nemours & Co.

3,645,000

175,908

Monsanto Co.

6,844,978

528,432

Potash Corp. of Saskatchewan, Inc.

788,600

31,236

The Mosaic Co.

1,435,000

68,421

 

1,080,326

Metals & Mining - 0.7%

Alcoa, Inc.

1,650,000

14,108

Barrick Gold Corp.

54,000

2,122

Fortescue Metals Group Ltd.

16,422,802

73,908

Freeport-McMoRan Copper & Gold, Inc.

3,575,000

114,543

Mongolian Mining Corp. (a)

25,802,500

17,420

Newmont Mining Corp.

1,530,000

72,155

Nucor Corp.

200,000

7,152

 

301,408

TOTAL MATERIALS

1,381,734

TOTAL COMMON STOCKS

(Cost $28,070,543)


40,466,308

Preferred Stocks - 0.1%

 

 

 

 

Convertible Preferred Stocks - 0.1%

HEALTH CARE - 0.1%

Biotechnology - 0.0%

Ariosa Diagnostics (g)

827,814

5,000

Health Care Technology - 0.0%

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

2,070,648

12,500

Pharmaceuticals - 0.1%

Agios Pharmaceuticals, Inc. Series C (g)

2,036,659

10,002

Concert Pharmaceuticals, Inc. Series C, 6.00% (a)(g)

4,000,000

7,160

 

17,162

TOTAL HEALTH CARE

34,662

Preferred Stocks - continued

Shares

Value (000s)

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen AG

70,000

$ 11,231

TOTAL PREFERRED STOCKS

(Cost $48,895)


45,893

Money Market Funds - 3.4%

 

 

 

 

Fidelity Cash Central Fund, 0.17% (b)

116,136,535

116,137

Fidelity Securities Lending Cash Central Fund, 0.17% (b)(c)

1,252,980,875

1,252,981

TOTAL MONEY MARKET FUNDS

(Cost $1,369,118)


1,369,118

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $29,488,556)

41,881,319

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(1,243,884)

NET ASSETS - 100%

$ 40,637,435

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $49,489,000 or 0.1% of net assets.

(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 $147,320,000 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Agios Pharmaceuticals, Inc. Series C

11/16/11

$ 10,002

Ariosa Diagnostics

11/30/11

$ 5,000

Castlight Health, Inc. Series D

4/25/12

$ 12,500

Concert Pharmaceuticals, Inc.

2/9/09

$ 151

Concert Pharmaceuticals, Inc. Series C, 6.00%

4/25/08

$ 10,000

Dropbox, Inc.

5/2/12

$ 10,000

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 43,965

Merrimack Pharmaceuticals, Inc.

3/31/11

$ 10,000

Michael Kors Holdings Ltd.

7/8/11

$ 16,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 65

Fidelity Securities Lending Cash Central Fund

15,616

Total

$ 15,681

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Acadia Pharmaceuticals, Inc.

$ 2,734

$ -

$ 2,792

$ -

$ -

Alkermes PLC

155,687

46,945

-

-

203,193

Alnylam Pharmaceuticals, Inc.

21,380

8,827

1,206

-

37,204

Amylin Pharmaceuticals, Inc.

155,977

25,669

-

-

426,306

Applied Micro Circuits Corp.

19,240

24,759

-

-

32,664

Array Biopharma, Inc.

8,733

-

5,093

-

-

BJ's Restaurants, Inc.

89,346

-

89,547

-

-

Cepheid, Inc.

210,518

30,080

19,113

-

237,291

Clovis Oncology, Inc.

8,207

15,100

-

-

24,448

Cree, Inc.

146,571

160,315

-

-

291,195

Cypress Semiconductor Corp.

327,875

-

19,375

-

209,632

Elan Corp. PLC sponsored ADR

461,138

-

52,227

-

538,773

Endocyte, Inc.

19,749

-

5,554

-

-

Exelixis, Inc.

59,143

9,094

-

-

66,917

Fifth & Pacific Companies, Inc.

-

75,688

-

-

78,284

Fossil, Inc.

504,221

67,431

35,789

-

422,286

Francescas Holdings Corp.

28,946

50,442

-

-

87,233

Fresh Market, Inc.

92,130

5,633

-

-

142,305

Fusion-io, Inc.

175,921

102,361

-

-

188,160

Herbalife Ltd.

561,307

58,610

-

6,537

497,178

Home Inns & Hotels Management, Inc. sponsored ADR

113,369

-

14,631

-

63,725

Human Genome Sciences, Inc.

146,243

17,171

-

-

284,819

ICG Group, Inc.

32,503

-

-

-

32,843

ImmunoGen, Inc.

91,441

2,671

-

-

108,146

Immunomedics, Inc.

25,288

-

-

-

24,987

Infinera Corp.

69,850

1,553

-

-

66,172

Insulet Corp.

71,652

-

-

-

71,035

InterMune, Inc.

89,495

-

35,235

-

-

Isis Pharmaceuticals, Inc.

73,887

500

-

-

99,061

JetBlue Airways Corp.

118,182

-

46,695

-

99,553

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

K12, Inc.

$ 23,971

$ 23,700

$ -

$ -

$ 43,182

Lexicon Pharmaceuticals, Inc.

39,495

16,295

-

-

76,601

Lions Gate Entertainment Corp.

51,733

45,831

96,526

-

-

lululemon athletica, Inc.

602,220

-

-

-

880,186

Lumber Liquidators Holdings, Inc.

46,757

-

-

-

80,293

MAP Pharmaceuticals, Inc.

37,692

4,602

-

-

36,080

MaxLinear, Inc. Class A

11,349

-

-

-

-

Mellanox Technologies Ltd.

136,158

999

-

-

236,125

Metabolix, Inc.

15,022

-

1,247

-

5,212

Micromet, Inc.

56,424

-

100,315

-

-

NPS Pharmaceuticals, Inc.

41,857

883

-

-

59,165

NVIDIA Corp.

647,403

149,929

103,906

-

557,552

Pandora Media, Inc.

26,213

109,344

-

-

145,575

Pharmasset, Inc.

974,116

-

967,313

-

-

PrivateBancorp, Inc.

39,048

-

-

81

59,914

QLIK Technologies, Inc.

193,237

35,201

-

-

185,969

Rambus, Inc.

91,430

-

-

-

55,110

Red Hat, Inc.

718,327

48,408

-

-

792,207

Regeneron Pharmaceuticals, Inc.

527,289

12,979

62,080

-

1,147,140

Rigel Pharmaceuticals, Inc.

49,910

-

-

-

48,665

Riverbed Technology, Inc.

367,848

50,092

84,633

-

200,493

salesforce.com, Inc.

1,096,640

161,815

-

-

1,466,127

Seattle Genetics, Inc.

189,210

-

-

-

221,636

Silicon Graphics International Corp.

46,214

-

-

-

18,244

Silicon Image, Inc.

32,167

-

34,392

-

-

Silicon Laboratories, Inc.

198,841

-

-

-

158,861

SodaStream International Ltd.

58,487

681

-

-

61,264

SuccessFactors, Inc.

204,934

-

317,976

-

-

TiVo, Inc.

114,851

-

33,787

-

71,519

Transition Therapeutics, Inc.

3,545

-

-

-

4,548

Universal Display Corp.

57,334

83,702

-

-

101,225

Vera Bradley, Inc.

93,095

-

86,582

-

-

Volterra Semiconductor Corp.

63,046

-

-

-

71,486

Total

$ 10,736,596

$ 1,447,310

$ 2,216,014

$ 6,618

$ 11,117,789

Other Information

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 6,819,762

$ 6,761,741

$ 58,021

$ -

Consumer Staples

3,888,128

3,888,128

-

-

Energy

2,809,254

2,809,254

-

-

Financials

1,833,186

1,833,186

-

-

Health Care

6,915,227

6,871,581

8,833

34,813

Industrials

2,454,053

2,454,053

-

-

Information Technology

14,410,857

14,353,973

46,884

10,000

Materials

1,381,734

1,381,734

-

-

Money Market Funds

1,369,118

1,369,118

-

-

Total Investments in Securities:

$ 41,881,319

$ 41,722,768

$ 113,738

$ 44,813

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

$ 96,266

Total Realized Gain (Loss)

(20,000)

Total Unrealized Gain (Loss)

20,000

Cost of Purchases

22,500

Proceeds of Sales

(30,000)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(43,953)

Ending Balance

$ 44,813

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ -

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, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,216,851) - See accompanying schedule:

Unaffiliated issuers (cost $20,176,470)

$ 29,394,412

 

Fidelity Central Funds (cost $1,369,118)

1,369,118

 

Other affiliated issuers (cost $7,942,968)

11,117,789

 

Total Investments (cost $29,488,556)

 

$ 41,881,319

Cash

 

48

Receivable for investments sold

86,105

Receivable for fund shares sold

38,052

Dividends receivable

47,998

Distributions receivable from Fidelity Central Funds

1,330

Prepaid expenses

20

Other receivables

1,004

Total assets

42,055,876

 

 

 

Liabilities

Payable for investments purchased

$ 110,582

Payable for fund shares redeemed

24,355

Accrued management fee

24,726

Other affiliated payables

4,744

Other payables and accrued expenses

1,053

Collateral on securities loaned, at value

1,252,981

Total liabilities

1,418,441

 

 

 

Net Assets

$ 40,637,435

Net Assets consist of:

 

Paid in capital

$ 27,406,725

Undistributed net investment income

28,613

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

809,354

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

12,392,743

Net Assets

$ 40,637,435

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

May 31, 2012 (Unaudited)

 

 

 

Growth Company:
Net Asset Value
, offering price and redemption price per share ($23,819,367 ÷ 267,140 shares)

$ 89.16

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($13,362,554 ÷ 149,920 shares)

$ 89.13

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($3,455,514 ÷ 38,768 shares)

$ 89.13

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, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends (including $6,618 earned from other affiliated issuers)

 

$ 190,045

Interest

 

4

Income from Fidelity Central Funds (including $15,616 from security lending)

 

15,681

Total income

 

205,730

 

 

 

Expenses

Management fee
Basic fee

$ 114,833

Performance adjustment

31,558

Transfer agent fees

26,941

Accounting and security lending fees

1,225

Custodian fees and expenses

496

Independent trustees' compensation

127

Appreciation in deferred trustee compensation account

1

Registration fees

234

Audit

48

Legal

55

Interest

12

Miscellaneous

234

Total expenses before reductions

175,764

Expense reductions

(307)

175,457

Net investment income (loss)

30,273

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

36,223

Other affiliated issuers

941,460

 

Foreign currency transactions

(203)

Total net realized gain (loss)

 

977,480

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,064,089

Assets and liabilities in foreign currencies

(9)

Total change in net unrealized appreciation (depreciation)

 

2,064,080

Net gain (loss)

3,041,560

Net increase (decrease) in net assets resulting from operations

$ 3,071,833

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, 2012
(Unaudited)

Year ended
November 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 30,273

$ 55,998

Net realized gain (loss)

977,480

1,828,298

Change in net unrealized appreciation (depreciation)

2,064,080

753,704

Net increase (decrease) in net assets resulting
from operations

3,071,833

2,638,000

Distributions to shareholders from net investment income

(45,344)

(16,269)

Distributions to shareholders from net realized gain

(1,197,704)

-

Total distributions

(1,243,048)

(16,269)

Share transactions - net increase (decrease)

946,109

(336,594)

Total increase (decrease) in net assets

2,774,894

2,285,137

 

 

 

Net Assets

Beginning of period

37,862,541

35,577,404

End of period (including undistributed net investment income of $28,613 and undistributed net investment income of $43,684, respectively)

$ 40,637,435

$ 37,862,541

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

Semiannual Report

Financial Highlights - Growth Company

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

$ 69.66

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

  .09

  .01

  .15

  .11

  (.06)

Net realized and unrealized gain (loss)

  6.59

  5.80

  13.76

  18.44

  (35.97)

  14.10

Total from investment operations

  6.63

  5.89

  13.77

  18.59

  (35.86)

  14.04

Distributions from net investment income

  (.05)

  - H

  (.12)

  (.08)

  -

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  (.60)

  -

Total distributions

  (2.76)

  - H

  (.12) I

  (.08)

  (.60)

  -

Net asset value, end of period

$ 89.16

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

Total Return B, C

  8.18%

  7.42%

  20.98%

  39.41%

  (43.15)%

  20.16%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .91% A

  .84%

  .89%

  .93%

  .97%

  .94%

Expenses net of fee waivers, if any

  .91% A

  .84%

  .89%

  .93%

  .97%

  .94%

Expenses net of all reductions

  .91% A

  .84%

  .89%

  .93%

  .96%

  .93%

Net investment income (loss)

  .09% A

  .10%

  .02%

  .27%

  .15%

  (.08)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 23,819

$ 24,665

$ 27,742

$ 27,204

$ 21,090

$ 36,955

Portfolio turnover rate F

  37% A

  36%

  36%

  64%

  55%

  49%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H Amount represents less than $.01 per share.

I 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, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 85.35

$ 79.48

$ 65.82

$ 47.29

$ 80.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

  .21

  .13

  .27

  .11

Net realized and unrealized gain (loss)

  6.58

  5.80

  13.78

  18.44

  (33.16)

Total from investment operations

  6.68

  6.01

  13.91

  18.71

  (33.05)

Distributions from net investment income

  (.19)

  (.14)

  (.24)

  (.18)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  -

Total distributions

  (2.90)

  (.14)

  (.25)

  (.18)

  -

Net asset value, end of period

$ 89.13

$ 85.35

$ 79.48

$ 65.82

$ 47.29

Total Return B, C

  8.26%

  7.57%

  21.20%

  39.70%

  (41.14)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .77% A

  .70%

  .72%

  .72%

  .81% A

Expenses net of fee waivers, if any

  .77% A

  .70%

  .72%

  .72%

  .81% A

Expenses net of all reductions

  .77% A

  .70%

  .72%

  .72%

  .81% A

Net investment income (loss)

  .23% A

  .24%

  .18%

  .48%

  .42% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 13,363

$ 10,568

$ 6,571

$ 4,050

$ 1,305

Portfolio turnover rate F

  37% A

  36%

  36%

  64%

  55%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class F

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 85.36

$ 79.48

$ 65.82

$ 55.55

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .13

  .26

  .17

  .16

Net realized and unrealized gain (loss)

  6.58

  5.79

  13.77

  10.11

Total from investment operations

  6.71

  6.05

  13.94

  10.27

Distributions from net investment income

  (.22)

  (.17)

  (.27)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

Total distributions

  (2.94) I

  (.17)

  (.28)

  -

Net asset value, end of period

$ 89.13

$ 85.36

$ 79.48

$ 65.82

Total Return B, C

  8.29%

  7.62%

  21.26%

  18.49%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .72% A

  .65%

  .67%

  .67% A

Expenses net of fee waivers, if any

  .72% A

  .65%

  .67%

  .67% A

Expenses net of all reductions

  .72% A

  .65%

  .67%

  .67% A

Net investment income (loss)

  .28% A

  .30%

  .23%

  .60% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 3,456

$ 2,629

$ 1,264

$ 133

Portfolio turnover rate F

  37% A

  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.

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

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

G For the period June 26, 2009 (commencement of sale of shares) to November 30, 2009.

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

I Total distributions of $2.94 per share is comprised of distributions from net investment income of $.224 and distributions from net realized gain of $2.712 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, 2012 (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, Class K, 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. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

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

Gross unrealized appreciation

$ 15,247,398

Gross unrealized depreciation

(2,943,622)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,303,776

Tax cost

$ 29,577,543

4. Operating Policies.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,645,427 and $7,900,432, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30%

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Company as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

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

 

Amount

% of
Average
Net Assets
*

Growth Company

23,757

.19

Class K

3,184

.05

 

$ 26,941

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $172 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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

$ 115,781

.40%

$ 12

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $59 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $29,592. 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 and includes $390 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $307 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2012

Year ended
November 30,
2011

From net investment income

 

 

Growth Company

$ 14,166

$ 1,033

Class K

23,929

12,176

Class F

7,249

3,060

Total

$ 45,344

$ 16,269

From net realized gain

 

 

Growth Company

$ 768,386

$ -

Class K

341,548

-

Class F

87,770

-

Total

$ 1,197,704

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months
ended May 31,
2012

Year ended
November 30,
2011

Six months
ended May 31,
2012

Year ended
November 30,
2011

Growth Company

 

 

 

 

Shares sold

20,687

51,025

$ 1,880,137

$ 4,388,661

Reinvestment of distributions

9,639

12

763,625

1,012

Shares redeemed

(52,376)

(111,230)

(4,710,582)

(9,554,766)

Net increase (decrease)

(22,050)

(60,193)

$ (2,066,820)

$ (5,165,093)

Class K

 

 

 

 

Shares sold

37,419

62,815

$ 3,397,206

$ 5,422,105

Reinvestment of distributions

4,618

146

365,477

12,176

Shares redeemed

(15,941)

(21,815)

(1,427,211)

(1,876,905)

Net increase (decrease)

26,096

41,146

$ 2,335,472

$ 3,557,376

Semiannual Report

11. Share Transactions - continued

 

Shares

Dollars

Six months
ended May 31,
2012

Year ended
November 30,
2011

Six months
ended May 31,
2012

Year ended
November 30,
2011

Class F

 

 

 

 

Shares sold

9,848

18,542

$ 874,445

$ 1,585,903

Reinvestment of distributions

1,201

37

95,019

3,060

Shares redeemed

(3,075)

(3,695)

(292,007)

(317,840)

Net increase (decrease)

7,974

14,884

$ 677,457

$ 1,271,123

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-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

GCF-F-SANN-0712
1.891791.102

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

Fidelity®
Growth Company
Fund -
Class K

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011 to
May 31, 2012

Growth Company

.91%

 

 

 

Actual

 

$ 1,000.00

$ 1,081.80

$ 4.74

HypotheticalA

 

$ 1,000.00

$ 1,020.45

$ 4.60

Class K

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.60

$ 4.01

HypotheticalA

 

$ 1,000.00

$ 1,021.15

$ 3.89

Class F

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,082.90

$ 3.75

HypotheticalA

 

$ 1,000.00

$ 1,021.40

$ 3.64

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

8.8

6.2

salesforce.com, Inc.

3.6

2.9

Regeneron Pharmaceuticals, Inc.

2.8

1.4

Exxon Mobil Corp.

2.4

3.6

Google, Inc. Class A

2.2

3.4

lululemon athletica, Inc.

2.2

1.6

Red Hat, Inc.

1.9

1.9

Discover Financial Services

1.8

1.7

QUALCOMM, Inc.

1.7

1.6

Philip Morris International, Inc.

1.5

1.4

 

28.9

Top Five Market Sectors as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

35.5

35.2

Health Care

17.0

15.1

Consumer Discretionary

16.8

14.9

Consumer Staples

9.6

9.5

Energy

6.9

10.3

Asset Allocation (% of fund's net assets)

As of May 31, 2012 *

As of November 30, 2011 **

mtv40

Stocks 99.6%

 

mtv40

Stocks 99.5%

 

mtv68

Convertible
Securities 0.1%

 

mtv68

Convertible
Securities 0.2%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 0.3%

 

* Foreign investments

9.3%

 

** Foreign investments

10.3%

 

mtv101

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 16.8%

Automobiles - 0.2%

Ford Motor Co.

3,645,000

$ 38,491

General Motors Co. (a)

22,800

506

Tesla Motors, Inc. (a)

597,377

17,623

 

56,620

Diversified Consumer Services - 0.1%

K12, Inc. (a)(d)(e)

1,970,000

43,182

Hotels, Restaurants & Leisure - 4.5%

Arcos Dorados Holdings, Inc.

2,114,900

28,593

Buffalo Wild Wings, Inc. (a)

719,900

61,271

Chipotle Mexican Grill, Inc. (a)

471,000

194,556

Ctrip.com International Ltd. sponsored ADR (a)(d)

625,000

11,500

Dunkin' Brands Group, Inc. (d)

2,903,340

94,271

Home Inns & Hotels Management, Inc. sponsored ADR (a)(d)(e)

2,975,000

63,725

Hyatt Hotels Corp. Class A (a)

1,948,440

72,073

Las Vegas Sands Corp.

2,685,000

123,993

McDonald's Corp.

5,025,000

448,934

Panera Bread Co. Class A (a)

875,000

128,581

Starbucks Corp.

7,358,400

403,903

Starwood Hotels & Resorts Worldwide, Inc.

1,445,000

76,368

Yum! Brands, Inc.

1,890,000

132,980

 

1,840,748

Household Durables - 1.7%

Gafisa SA sponsored ADR (d)

1,570,000

3,909

Lennar Corp. Class A (d)

12,900,077

352,043

SodaStream International Ltd. (a)(d)(e)

1,976,272

61,264

Tempur-Pedic International, Inc. (a)

1,220,000

56,376

Toll Brothers, Inc. (a)

8,249,050

225,034

 

698,626

Internet & Catalog Retail - 1.7%

Amazon.com, Inc. (a)

2,066,000

439,872

Groupon, Inc. Class A (a)(d)

42,790

455

Netflix, Inc. (a)(d)

71,000

4,504

Priceline.com, Inc. (a)

355,000

222,049

 

666,880

Media - 0.8%

Comcast Corp. Class A

3,567,500

103,136

Lions Gate Entertainment Corp. (a)(d)

3,464,992

46,154

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Pandora Media, Inc. (d)(e)

13,554,469

$ 145,575

Time Warner, Inc.

1,025,650

35,354

 

330,219

Multiline Retail - 1.1%

Dollar Tree, Inc. (a)

562,500

58,039

JCPenney Co., Inc. (d)

9,810,000

257,316

Nordstrom, Inc.

800,000

37,896

Target Corp.

1,340,000

77,599

 

430,850

Specialty Retail - 1.7%

Abercrombie & Fitch Co. Class A

1,660,000

55,676

AutoNation, Inc. (a)(d)

1,050,000

37,821

Bed Bath & Beyond, Inc. (a)

1,300,000

93,925

Francescas Holdings Corp. (a)(d)(e)

3,718,379

87,233

Home Depot, Inc.

5,230,000

258,048

Limited Brands, Inc.

1,460,000

64,766

Lumber Liquidators Holdings, Inc. (a)(d)(e)

2,760,167

80,293

Tiffany & Co., Inc.

225,000

12,463

Urban Outfitters, Inc. (a)

240,000

6,713

 

696,938

Textiles, Apparel & Luxury Goods - 5.0%

Coach, Inc.

2,032,200

137,072

Fifth & Pacific Companies, Inc. (a)(e)

6,540,000

78,284

Fossil, Inc. (a)(e)

5,772,092

422,286

lululemon athletica, Inc. (a)(d)(e)

12,117,100

880,186

Michael Kors Holdings Ltd.

5,152,300

202,898

Michael Kors Holdings Ltd. (g)

1,320,193

46,790

NIKE, Inc. Class B

1,719,000

185,961

Tumi Holdings, Inc. (d)

680,650

11,741

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

338,700

34,117

VF Corp.

320,000

45,133

 

2,044,468

TOTAL CONSUMER DISCRETIONARY

6,808,531

CONSUMER STAPLES - 9.6%

Beverages - 2.2%

Beam, Inc.

1,420,000

85,995

Dr Pepper Snapple Group, Inc.

655,000

27,025

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Monster Beverage Corp. (a)

2,810,000

$ 204,006

PepsiCo, Inc.

1,136,640

77,121

The Coca-Cola Co.

6,792,500

507,604

 

901,751

Food & Staples Retailing - 1.8%

Costco Wholesale Corp.

1,695,800

146,500

Drogasil SA

1,731,873

16,015

Fresh Market, Inc. (a)(d)(e)

2,448,468

142,305

Wal-Mart Stores, Inc.

4,025,300

264,945

Walgreen Co.

555,000

16,939

Whole Foods Market, Inc.

1,580,000

140,004

 

726,708

Food Products - 1.2%

Archer Daniels Midland Co.

1,000,000

31,880

General Mills, Inc.

1,165,600

44,619

Green Mountain Coffee Roasters, Inc. (a)(d)

4,045,612

95,476

Kellogg Co.

965,000

47,073

Mead Johnson Nutrition Co. Class A

1,941,800

156,781

Sara Lee Corp.

685,000

14,317

Smithfield Foods, Inc. (a)

1,615,000

31,767

The Hershey Co.

775,000

51,817

 

473,730

Household Products - 0.8%

Church & Dwight Co., Inc.

2,660,000

141,618

Colgate-Palmolive Co.

1,230,000

120,909

Kimberly-Clark Corp.

670,000

53,165

Procter & Gamble Co.

464,483

28,933

 

344,625

Personal Products - 1.4%

Avon Products, Inc.

468,615

7,756

Herbalife Ltd. (e)

11,100,210

497,178

Nu Skin Enterprises, Inc. Class A

1,180,000

50,598

 

555,532

Tobacco - 2.2%

Altria Group, Inc.

5,785,380

186,231

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Lorillard, Inc.

805,000

$ 99,498

Philip Morris International, Inc.

7,100,380

600,053

 

885,782

TOTAL CONSUMER STAPLES

3,888,128

ENERGY - 6.9%

Energy Equipment & Services - 1.3%

Carbo Ceramics, Inc. (d)

175,000

14,238

FMC Technologies, Inc. (a)

1,850,000

74,444

Halliburton Co.

3,750,000

112,725

Schlumberger Ltd.

4,949,600

313,062

 

514,469

Oil, Gas & Consumable Fuels - 5.6%

Anadarko Petroleum Corp.

2,267,594

138,323

Apache Corp.

780,000

63,476

Chesapeake Energy Corp. (d)

1,905,000

32,195

Chevron Corp.

390,000

38,341

Cobalt International Energy, Inc. (a)

70,900

1,606

Concho Resources, Inc. (a)

1,205,000

105,727

Continental Resources, Inc. (a)(d)

1,130,000

82,332

Devon Energy Corp.

880,000

52,378

EOG Resources, Inc.

1,070,000

106,251

Exxon Mobil Corp.

12,275,000

965,183

Hess Corp.

660,000

28,842

Noble Energy, Inc.

320,000

27,027

Occidental Petroleum Corp.

3,105,000

246,133

Peabody Energy Corp.

530,000

12,381

Pioneer Natural Resources Co.

1,275,000

123,293

Plains Exploration & Production Co. (a)

3,970,000

142,086

Range Resources Corp.

1,158,689

66,555

Southwestern Energy Co. (a)

97,461

2,732

Valero Energy Corp.

2,840,000

59,924

 

2,294,785

TOTAL ENERGY

2,809,254

FINANCIALS - 4.5%

Capital Markets - 0.4%

Charles Schwab Corp.

5,384,975

67,097

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Franklin Resources, Inc.

45,000

$ 4,806

ICG Group, Inc. (a)(e)

3,775,000

32,843

T. Rowe Price Group, Inc.

915,000

52,695

 

157,441

Commercial Banks - 1.0%

Banco Bradesco SA (PN) sponsored ADR

4,515,000

66,100

HDFC Bank Ltd. sponsored ADR

2,770,000

77,449

ICICI Bank Ltd. sponsored ADR

1,205,000

33,921

Itau Unibanco Banco Multiplo SA sponsored ADR

1,625,000

23,514

PrivateBancorp, Inc. (e)

4,067,500

59,914

Signature Bank (a)

656,885

40,339

Wells Fargo & Co.

2,752,300

88,211

 

389,448

Consumer Finance - 2.0%

American Express Co.

1,832,548

102,311

Discover Financial Services

22,125,444

732,573

 

834,884

Diversified Financial Services - 1.0%

Bank of America Corp.

6,175,000

45,386

BM&F Bovespa SA

23,879,772

113,073

Citigroup, Inc.

1,497,380

39,696

JPMorgan Chase & Co.

6,180,000

204,867

 

403,022

Real Estate Management & Development - 0.1%

The St. Joe Co. (a)(d)

3,030,135

48,391

TOTAL FINANCIALS

1,833,186

HEALTH CARE - 16.9%

Biotechnology - 10.9%

Acadia Pharmaceuticals, Inc. (a)(d)

1,164,844

1,607

Alexion Pharmaceuticals, Inc. (a)

6,474,060

586,356

Alkermes PLC (a)(e)

13,008,514

203,193

Alnylam Pharmaceuticals, Inc. (a)(e)

3,633,250

37,204

Amylin Pharmaceuticals, Inc. (a)(e)

16,080,955

426,306

Array Biopharma, Inc. (a)

2,443,770

7,942

AVEO Pharmaceuticals, Inc. (a)

680,600

8,664

Biogen Idec, Inc. (a)

1,700,000

222,275

Celgene Corp. (a)

1,146,744

78,265

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Biotechnology - continued

Cepheid, Inc. (a)(e)

6,272,555

$ 237,291

Clovis Oncology, Inc. (d)(e)

1,372,700

24,448

Exelixis, Inc. (a)(d)(e)

14,452,881

66,917

Gilead Sciences, Inc. (a)

3,020,000

150,849

Halozyme Therapeutics, Inc. (a)

1,890,000

14,440

Human Genome Sciences, Inc. (a)(e)

20,911,837

284,819

ImmunoGen, Inc. (a)(d)(e)

7,719,195

108,146

Immunomedics, Inc. (a)(d)(e)

7,526,150

24,987

Incyte Corp. (a)(d)

695,000

14,810

InterMune, Inc. (a)(d)

2,348,117

24,491

Ironwood Pharmaceuticals, Inc. Class A (a)

3,695,000

44,044

Isis Pharmaceuticals, Inc. (a)(e)

10,016,251

99,061

Lexicon Pharmaceuticals, Inc. (a)(d)(e)

48,176,503

76,601

Merrimack Pharmaceuticals, Inc.

1,197,696

8,228

Merrimack Pharmaceuticals, Inc. (g)

1,428,572

8,833

Metabolix, Inc. (a)(d)(e)

2,605,799

5,212

Momenta Pharmaceuticals, Inc. (a)(d)

1,655,000

22,822

NPS Pharmaceuticals, Inc. (a)(e)

7,498,738

59,165

Regeneron Pharmaceuticals, Inc. (a)(e)

8,456,613

1,147,140

Rigel Pharmaceuticals, Inc. (a)(e)

6,549,836

48,665

Seattle Genetics, Inc. (a)(d)(e)

11,377,629

221,636

Transition Therapeutics, Inc. (a)(e)

2,332,446

4,548

Vertex Pharmaceuticals, Inc. (a)

3,009,767

180,706

 

4,449,671

Health Care Equipment & Supplies - 0.6%

Align Technology, Inc. (a)

675,000

21,080

Baxter International, Inc.

505,000

25,563

DexCom, Inc. (a)

480,000

5,160

Edwards Lifesciences Corp. (a)

810,000

69,150

Genmark Diagnostics, Inc. (a)

91,853

413

Insulet Corp. (a)(e)

3,856,400

71,035

Medtronic, Inc.

754,964

27,813

St. Jude Medical, Inc.

834,200

32,050

 

252,264

Health Care Providers & Services - 1.2%

Cardinal Health, Inc.

485,000

20,069

Catalyst Health Solutions, Inc. (a)

440,000

38,223

Express Scripts Holding Co. (a)

496,303

25,902

Humana, Inc.

840,000

64,168

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

McKesson Corp.

1,905,000

$ 166,268

UnitedHealth Group, Inc.

3,056,400

170,455

 

485,085

Health Care Technology - 0.8%

athenahealth, Inc. (a)(d)

615,000

44,704

Cerner Corp. (a)

20,000

1,559

SXC Health Solutions Corp. (a)

2,893,000

265,814

 

312,077

Pharmaceuticals - 3.4%

Abbott Laboratories

1,111,500

68,680

Allergan, Inc.

2,140,000

193,135

Bristol-Myers Squibb Co.

1,424,700

47,499

Concert Pharmaceuticals, Inc. (a)(g)

186,198

151

Elan Corp. PLC sponsored ADR (a)(e)

38,594,070

538,773

Endocyte, Inc. (a)(d)

511,041

3,286

Hospira, Inc. (a)

1,985,000

62,051

Johnson & Johnson

83,300

5,200

MAP Pharmaceuticals, Inc. (a)(d)(e)

3,065,443

36,080

Questcor Pharmaceuticals, Inc. (a)(d)

1,880,000

77,832

Teva Pharmaceutical Industries Ltd. sponsored ADR

705,000

27,629

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

6,572,261

321,152

 

1,381,468

TOTAL HEALTH CARE

6,880,565

INDUSTRIALS - 6.0%

Aerospace & Defense - 1.7%

Honeywell International, Inc.

1,870,000

104,084

Lockheed Martin Corp.

1,040,100

86,120

The Boeing Co.

2,879,800

200,463

United Technologies Corp.

4,225,000

313,115

 

703,782

Air Freight & Logistics - 0.7%

United Parcel Service, Inc. Class B

3,564,000

267,086

Airlines - 0.7%

JetBlue Airways Corp. (a)(d)(e)

19,034,923

99,553

Ryanair Holdings PLC sponsored ADR (a)

940,000

28,858

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Southwest Airlines Co.

2,548,515

$ 23,013

United Continental Holdings, Inc. (a)

5,865,000

147,622

 

299,046

Construction & Engineering - 0.1%

Fluor Corp.

455,000

21,330

Electrical Equipment - 0.4%

Emerson Electric Co.

1,710,000

79,977

Rockwell Automation, Inc. (d)

1,160,000

84,112

 

164,089

Industrial Conglomerates - 0.4%

3M Co.

565,000

47,692

Danaher Corp.

2,505,000

130,185

 

177,877

Machinery - 1.4%

Caterpillar, Inc.

3,510,000

307,546

Cummins, Inc.

1,760,000

170,632

Deere & Co.

1,035,000

76,455

Rexnord Corp.

587,500

11,633

Westport Innovations, Inc. (a)(d)

693,000

16,916

 

583,182

Road & Rail - 0.6%

CSX Corp.

4,065,000

84,918

Norfolk Southern Corp.

665,000

43,571

Union Pacific Corp.

980,000

109,172

 

237,661

TOTAL INDUSTRIALS

2,454,053

INFORMATION TECHNOLOGY - 35.5%

Communications Equipment - 2.5%

Aruba Networks, Inc. (a)(d)

1,198,031

15,742

F5 Networks, Inc. (a)

405,000

41,909

Infinera Corp. (a)(d)(e)

10,323,181

66,172

Juniper Networks, Inc. (a)

460,000

7,912

Motorola Solutions, Inc.

445,000

21,396

QUALCOMM, Inc.

11,748,400

673,301

Riverbed Technology, Inc. (a)(e)

12,225,204

200,493

 

1,026,925

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 9.4%

Apple, Inc. (a)

6,195,959

$ 3,579,598

Fusion-io, Inc. (d)(e)

9,011,501

188,160

Hewlett-Packard Co.

960,000

21,773

NetApp, Inc. (a)

1,059,686

31,536

Silicon Graphics International Corp. (a)(d)(e)

3,097,456

18,244

 

3,839,311

Electronic Equipment & Components - 0.4%

Corning, Inc.

1,203,000

15,627

Trimble Navigation Ltd. (a)

595,000

28,063

Universal Display Corp. (a)(d)(e)

3,595,914

101,225

 

144,915

Internet Software & Services - 4.5%

Akamai Technologies, Inc. (a)

575,000

16,871

Baidu.com, Inc. sponsored ADR (a)

2,570,000

302,669

Dropbox, Inc. (g)

1,105,082

10,000

eBay, Inc. (a)

4,562,200

178,793

Facebook, Inc.:

Class A

2,288,700

67,814

Class B (a)(g)

1,758,114

46,884

Google, Inc. Class A (a)

1,547,448

898,851

LinkedIn Corp. (a)

90,000

8,649

Mail.ru Group Ltd. GDR (a)(f)

1,577,600

49,489

MercadoLibre, Inc.

350,000

24,584

Rackspace Hosting, Inc. (a)

2,805,000

138,763

SINA Corp. (a)(d)

210,000

11,187

Yandex NV

895,000

17,837

YouKu.com, Inc. ADR (a)(d)

1,670,000

39,746

 

1,812,137

IT Services - 3.3%

Cognizant Technology Solutions Corp. Class A (a)

1,734,716

101,047

IBM Corp.

2,989,800

576,732

MasterCard, Inc. Class A

833,000

338,623

Teradata Corp. (a)

1,020,000

67,810

VeriFone Systems, Inc. (a)

1,015,000

36,652

Visa, Inc. Class A

1,889,100

217,624

 

1,338,488

Semiconductors & Semiconductor Equipment - 5.1%

Altera Corp.

345,000

11,526

Applied Micro Circuits Corp. (a)(e)

6,116,938

32,664

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ARM Holdings PLC sponsored ADR

1,400,000

$ 32,886

ASML Holding NV

1,028,888

47,133

Atmel Corp. (a)

1,060,000

7,420

Broadcom Corp. Class A

2,600,000

84,110

Cree, Inc. (a)(d)(e)

11,615,294

291,195

Cypress Semiconductor Corp. (e)

15,893,240

209,632

Intel Corp.

2,100,000

54,264

KLA-Tencor Corp.

510,000

23,373

Marvell Technology Group Ltd.

1,918,310

24,036

MaxLinear, Inc. Class A (a)

2,354,608

10,549

Mellanox Technologies Ltd. (a)(e)

3,906,124

236,125

NVIDIA Corp. (a)(e)

44,855,384

557,552

Rambus, Inc. (a)(d)(e)

11,457,400

55,110

Samsung Electronics Co. Ltd.

50,000

51,293

Silicon Laboratories, Inc. (a)(e)

4,600,680

158,861

Texas Instruments, Inc.

3,941,000

112,240

Volterra Semiconductor Corp. (a)(e)

2,573,305

71,486

 

2,071,455

Software - 10.3%

Activision Blizzard, Inc.

26,035,776

305,660

Adobe Systems, Inc. (a)

668,236

20,749

Citrix Systems, Inc. (a)

2,689,677

196,562

Electronic Arts, Inc. (a)

300,000

4,086

Fortinet, Inc. (a)

354,600

7,535

Guidewire Software, Inc. (d)

1,525,000

39,513

Intuit, Inc.

1,610,000

90,530

Jive Software, Inc. (d)

1,830,400

30,659

Microsoft Corp.

13,230,000

386,184

Oracle Corp.

5,715,000

151,276

QLIK Technologies, Inc. (a)(e)

8,181,676

185,969

Red Hat, Inc. (a)(e)

15,418,586

792,207

salesforce.com, Inc. (a)(e)

10,576,594

1,466,127

SolarWinds, Inc. (a)

2,765,000

126,803

Solera Holdings, Inc.

1,775,051

78,812

Splunk, Inc.

456,300

14,857

TiVo, Inc. (a)(e)

8,374,576

71,519

VMware, Inc. Class A (a)

2,242,533

208,578

 

4,177,626

TOTAL INFORMATION TECHNOLOGY

14,410,857

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 3.4%

Chemicals - 2.7%

CF Industries Holdings, Inc.

1,026,785

$ 175,539

Dow Chemical Co.

3,245,000

100,790

E.I. du Pont de Nemours & Co.

3,645,000

175,908

Monsanto Co.

6,844,978

528,432

Potash Corp. of Saskatchewan, Inc.

788,600

31,236

The Mosaic Co.

1,435,000

68,421

 

1,080,326

Metals & Mining - 0.7%

Alcoa, Inc.

1,650,000

14,108

Barrick Gold Corp.

54,000

2,122

Fortescue Metals Group Ltd.

16,422,802

73,908

Freeport-McMoRan Copper & Gold, Inc.

3,575,000

114,543

Mongolian Mining Corp. (a)

25,802,500

17,420

Newmont Mining Corp.

1,530,000

72,155

Nucor Corp.

200,000

7,152

 

301,408

TOTAL MATERIALS

1,381,734

TOTAL COMMON STOCKS

(Cost $28,070,543)


40,466,308

Preferred Stocks - 0.1%

 

 

 

 

Convertible Preferred Stocks - 0.1%

HEALTH CARE - 0.1%

Biotechnology - 0.0%

Ariosa Diagnostics (g)

827,814

5,000

Health Care Technology - 0.0%

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

2,070,648

12,500

Pharmaceuticals - 0.1%

Agios Pharmaceuticals, Inc. Series C (g)

2,036,659

10,002

Concert Pharmaceuticals, Inc. Series C, 6.00% (a)(g)

4,000,000

7,160

 

17,162

TOTAL HEALTH CARE

34,662

Preferred Stocks - continued

Shares

Value (000s)

Nonconvertible Preferred Stocks - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Volkswagen AG

70,000

$ 11,231

TOTAL PREFERRED STOCKS

(Cost $48,895)


45,893

Money Market Funds - 3.4%

 

 

 

 

Fidelity Cash Central Fund, 0.17% (b)

116,136,535

116,137

Fidelity Securities Lending Cash Central Fund, 0.17% (b)(c)

1,252,980,875

1,252,981

TOTAL MONEY MARKET FUNDS

(Cost $1,369,118)


1,369,118

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $29,488,556)

41,881,319

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(1,243,884)

NET ASSETS - 100%

$ 40,637,435

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $49,489,000 or 0.1% of net assets.

(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 $147,320,000 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Agios Pharmaceuticals, Inc. Series C

11/16/11

$ 10,002

Ariosa Diagnostics

11/30/11

$ 5,000

Castlight Health, Inc. Series D

4/25/12

$ 12,500

Concert Pharmaceuticals, Inc.

2/9/09

$ 151

Concert Pharmaceuticals, Inc. Series C, 6.00%

4/25/08

$ 10,000

Dropbox, Inc.

5/2/12

$ 10,000

Facebook, Inc. Class B

3/31/11 - 5/19/11

$ 43,965

Merrimack Pharmaceuticals, Inc.

3/31/11

$ 10,000

Michael Kors Holdings Ltd.

7/8/11

$ 16,000

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 65

Fidelity Securities Lending Cash Central Fund

15,616

Total

$ 15,681

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Acadia Pharmaceuticals, Inc.

$ 2,734

$ -

$ 2,792

$ -

$ -

Alkermes PLC

155,687

46,945

-

-

203,193

Alnylam Pharmaceuticals, Inc.

21,380

8,827

1,206

-

37,204

Amylin Pharmaceuticals, Inc.

155,977

25,669

-

-

426,306

Applied Micro Circuits Corp.

19,240

24,759

-

-

32,664

Array Biopharma, Inc.

8,733

-

5,093

-

-

BJ's Restaurants, Inc.

89,346

-

89,547

-

-

Cepheid, Inc.

210,518

30,080

19,113

-

237,291

Clovis Oncology, Inc.

8,207

15,100

-

-

24,448

Cree, Inc.

146,571

160,315

-

-

291,195

Cypress Semiconductor Corp.

327,875

-

19,375

-

209,632

Elan Corp. PLC sponsored ADR

461,138

-

52,227

-

538,773

Endocyte, Inc.

19,749

-

5,554

-

-

Exelixis, Inc.

59,143

9,094

-

-

66,917

Fifth & Pacific Companies, Inc.

-

75,688

-

-

78,284

Fossil, Inc.

504,221

67,431

35,789

-

422,286

Francescas Holdings Corp.

28,946

50,442

-

-

87,233

Fresh Market, Inc.

92,130

5,633

-

-

142,305

Fusion-io, Inc.

175,921

102,361

-

-

188,160

Herbalife Ltd.

561,307

58,610

-

6,537

497,178

Home Inns & Hotels Management, Inc. sponsored ADR

113,369

-

14,631

-

63,725

Human Genome Sciences, Inc.

146,243

17,171

-

-

284,819

ICG Group, Inc.

32,503

-

-

-

32,843

ImmunoGen, Inc.

91,441

2,671

-

-

108,146

Immunomedics, Inc.

25,288

-

-

-

24,987

Infinera Corp.

69,850

1,553

-

-

66,172

Insulet Corp.

71,652

-

-

-

71,035

InterMune, Inc.

89,495

-

35,235

-

-

Isis Pharmaceuticals, Inc.

73,887

500

-

-

99,061

JetBlue Airways Corp.

118,182

-

46,695

-

99,553

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

K12, Inc.

$ 23,971

$ 23,700

$ -

$ -

$ 43,182

Lexicon Pharmaceuticals, Inc.

39,495

16,295

-

-

76,601

Lions Gate Entertainment Corp.

51,733

45,831

96,526

-

-

lululemon athletica, Inc.

602,220

-

-

-

880,186

Lumber Liquidators Holdings, Inc.

46,757

-

-

-

80,293

MAP Pharmaceuticals, Inc.

37,692

4,602

-

-

36,080

MaxLinear, Inc. Class A

11,349

-

-

-

-

Mellanox Technologies Ltd.

136,158

999

-

-

236,125

Metabolix, Inc.

15,022

-

1,247

-

5,212

Micromet, Inc.

56,424

-

100,315

-

-

NPS Pharmaceuticals, Inc.

41,857

883

-

-

59,165

NVIDIA Corp.

647,403

149,929

103,906

-

557,552

Pandora Media, Inc.

26,213

109,344

-

-

145,575

Pharmasset, Inc.

974,116

-

967,313

-

-

PrivateBancorp, Inc.

39,048

-

-

81

59,914

QLIK Technologies, Inc.

193,237

35,201

-

-

185,969

Rambus, Inc.

91,430

-

-

-

55,110

Red Hat, Inc.

718,327

48,408

-

-

792,207

Regeneron Pharmaceuticals, Inc.

527,289

12,979

62,080

-

1,147,140

Rigel Pharmaceuticals, Inc.

49,910

-

-

-

48,665

Riverbed Technology, Inc.

367,848

50,092

84,633

-

200,493

salesforce.com, Inc.

1,096,640

161,815

-

-

1,466,127

Seattle Genetics, Inc.

189,210

-

-

-

221,636

Silicon Graphics International Corp.

46,214

-

-

-

18,244

Silicon Image, Inc.

32,167

-

34,392

-

-

Silicon Laboratories, Inc.

198,841

-

-

-

158,861

SodaStream International Ltd.

58,487

681

-

-

61,264

SuccessFactors, Inc.

204,934

-

317,976

-

-

TiVo, Inc.

114,851

-

33,787

-

71,519

Transition Therapeutics, Inc.

3,545

-

-

-

4,548

Universal Display Corp.

57,334

83,702

-

-

101,225

Vera Bradley, Inc.

93,095

-

86,582

-

-

Volterra Semiconductor Corp.

63,046

-

-

-

71,486

Total

$ 10,736,596

$ 1,447,310

$ 2,216,014

$ 6,618

$ 11,117,789

Other Information

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 6,819,762

$ 6,761,741

$ 58,021

$ -

Consumer Staples

3,888,128

3,888,128

-

-

Energy

2,809,254

2,809,254

-

-

Financials

1,833,186

1,833,186

-

-

Health Care

6,915,227

6,871,581

8,833

34,813

Industrials

2,454,053

2,454,053

-

-

Information Technology

14,410,857

14,353,973

46,884

10,000

Materials

1,381,734

1,381,734

-

-

Money Market Funds

1,369,118

1,369,118

-

-

Total Investments in Securities:

$ 41,881,319

$ 41,722,768

$ 113,738

$ 44,813

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

$ 96,266

Total Realized Gain (Loss)

(20,000)

Total Unrealized Gain (Loss)

20,000

Cost of Purchases

22,500

Proceeds of Sales

(30,000)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

(43,953)

Ending Balance

$ 44,813

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ -

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, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,216,851) - See accompanying schedule:

Unaffiliated issuers (cost $20,176,470)

$ 29,394,412

 

Fidelity Central Funds (cost $1,369,118)

1,369,118

 

Other affiliated issuers (cost $7,942,968)

11,117,789

 

Total Investments (cost $29,488,556)

 

$ 41,881,319

Cash

 

48

Receivable for investments sold

86,105

Receivable for fund shares sold

38,052

Dividends receivable

47,998

Distributions receivable from Fidelity Central Funds

1,330

Prepaid expenses

20

Other receivables

1,004

Total assets

42,055,876

 

 

 

Liabilities

Payable for investments purchased

$ 110,582

Payable for fund shares redeemed

24,355

Accrued management fee

24,726

Other affiliated payables

4,744

Other payables and accrued expenses

1,053

Collateral on securities loaned, at value

1,252,981

Total liabilities

1,418,441

 

 

 

Net Assets

$ 40,637,435

Net Assets consist of:

 

Paid in capital

$ 27,406,725

Undistributed net investment income

28,613

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

809,354

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

12,392,743

Net Assets

$ 40,637,435

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

Semiannual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

May 31, 2012 (Unaudited)

 

 

 

Growth Company:
Net Asset Value
, offering price and redemption price per share ($23,819,367 ÷ 267,140 shares)

$ 89.16

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($13,362,554 ÷ 149,920 shares)

$ 89.13

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($3,455,514 ÷ 38,768 shares)

$ 89.13

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, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends (including $6,618 earned from other affiliated issuers)

 

$ 190,045

Interest

 

4

Income from Fidelity Central Funds (including $15,616 from security lending)

 

15,681

Total income

 

205,730

 

 

 

Expenses

Management fee
Basic fee

$ 114,833

Performance adjustment

31,558

Transfer agent fees

26,941

Accounting and security lending fees

1,225

Custodian fees and expenses

496

Independent trustees' compensation

127

Appreciation in deferred trustee compensation account

1

Registration fees

234

Audit

48

Legal

55

Interest

12

Miscellaneous

234

Total expenses before reductions

175,764

Expense reductions

(307)

175,457

Net investment income (loss)

30,273

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

36,223

Other affiliated issuers

941,460

 

Foreign currency transactions

(203)

Total net realized gain (loss)

 

977,480

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,064,089

Assets and liabilities in foreign currencies

(9)

Total change in net unrealized appreciation (depreciation)

 

2,064,080

Net gain (loss)

3,041,560

Net increase (decrease) in net assets resulting from operations

$ 3,071,833

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, 2012
(Unaudited)

Year ended
November 30,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 30,273

$ 55,998

Net realized gain (loss)

977,480

1,828,298

Change in net unrealized appreciation (depreciation)

2,064,080

753,704

Net increase (decrease) in net assets resulting
from operations

3,071,833

2,638,000

Distributions to shareholders from net investment income

(45,344)

(16,269)

Distributions to shareholders from net realized gain

(1,197,704)

-

Total distributions

(1,243,048)

(16,269)

Share transactions - net increase (decrease)

946,109

(336,594)

Total increase (decrease) in net assets

2,774,894

2,285,137

 

 

 

Net Assets

Beginning of period

37,862,541

35,577,404

End of period (including undistributed net investment income of $28,613 and undistributed net investment income of $43,684, respectively)

$ 40,637,435

$ 37,862,541

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

Semiannual Report

Financial Highlights - Growth Company

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

$ 69.66

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .04

  .09

  .01

  .15

  .11

  (.06)

Net realized and unrealized gain (loss)

  6.59

  5.80

  13.76

  18.44

  (35.97)

  14.10

Total from investment operations

  6.63

  5.89

  13.77

  18.59

  (35.86)

  14.04

Distributions from net investment income

  (.05)

  - H

  (.12)

  (.08)

  -

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  (.60)

  -

Total distributions

  (2.76)

  - H

  (.12) I

  (.08)

  (.60)

  -

Net asset value, end of period

$ 89.16

$ 85.29

$ 79.40

$ 65.75

$ 47.24

$ 83.70

Total Return B, C

  8.18%

  7.42%

  20.98%

  39.41%

  (43.15)%

  20.16%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .91% A

  .84%

  .89%

  .93%

  .97%

  .94%

Expenses net of fee waivers, if any

  .91% A

  .84%

  .89%

  .93%

  .97%

  .94%

Expenses net of all reductions

  .91% A

  .84%

  .89%

  .93%

  .96%

  .93%

Net investment income (loss)

  .09% A

  .10%

  .02%

  .27%

  .15%

  (.08)%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 23,819

$ 24,665

$ 27,742

$ 27,204

$ 21,090

$ 36,955

Portfolio turnover rate F

  37% A

  36%

  36%

  64%

  55%

  49%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H Amount represents less than $.01 per share.

I 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, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 85.35

$ 79.48

$ 65.82

$ 47.29

$ 80.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .10

  .21

  .13

  .27

  .11

Net realized and unrealized gain (loss)

  6.58

  5.80

  13.78

  18.44

  (33.16)

Total from investment operations

  6.68

  6.01

  13.91

  18.71

  (33.05)

Distributions from net investment income

  (.19)

  (.14)

  (.24)

  (.18)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

  -

Total distributions

  (2.90)

  (.14)

  (.25)

  (.18)

  -

Net asset value, end of period

$ 89.13

$ 85.35

$ 79.48

$ 65.82

$ 47.29

Total Return B, C

  8.26%

  7.57%

  21.20%

  39.70%

  (41.14)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .77% A

  .70%

  .72%

  .72%

  .81% A

Expenses net of fee waivers, if any

  .77% A

  .70%

  .72%

  .72%

  .81% A

Expenses net of all reductions

  .77% A

  .70%

  .72%

  .72%

  .81% A

Net investment income (loss)

  .23% A

  .24%

  .18%

  .48%

  .42% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 13,363

$ 10,568

$ 6,571

$ 4,050

$ 1,305

Portfolio turnover rate F

  37% A

  36%

  36%

  64%

  55%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

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

Semiannual Report

Financial Highlights - Class F

 

Six months ended
May 31, 2012

Years ended November 30,

 

(Unaudited)

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 85.36

$ 79.48

$ 65.82

$ 55.55

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .13

  .26

  .17

  .16

Net realized and unrealized gain (loss)

  6.58

  5.79

  13.77

  10.11

Total from investment operations

  6.71

  6.05

  13.94

  10.27

Distributions from net investment income

  (.22)

  (.17)

  (.27)

  -

Distributions from net realized gain

  (2.71)

  -

  (.01)

  -

Total distributions

  (2.94) I

  (.17)

  (.28)

  -

Net asset value, end of period

$ 89.13

$ 85.36

$ 79.48

$ 65.82

Total Return B, C

  8.29%

  7.62%

  21.26%

  18.49%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .72% A

  .65%

  .67%

  .67% A

Expenses net of fee waivers, if any

  .72% A

  .65%

  .67%

  .67% A

Expenses net of all reductions

  .72% A

  .65%

  .67%

  .67% A

Net investment income (loss)

  .28% A

  .30%

  .23%

  .60% A

Supplemental Data

 

 

 

 

Net assets, end of period (in millions)

$ 3,456

$ 2,629

$ 1,264

$ 133

Portfolio turnover rate F

  37% A

  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.

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

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

G For the period June 26, 2009 (commencement of sale of shares) to November 30, 2009.

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

I Total distributions of $2.94 per share is comprised of distributions from net investment income of $.224 and distributions from net realized gain of $2.712 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, 2012 (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, Class K, 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. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

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

Gross unrealized appreciation

$ 15,247,398

Gross unrealized depreciation

(2,943,622)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,303,776

Tax cost

$ 29,577,543

4. Operating Policies.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,645,427 and $7,900,432, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30%

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Growth Company as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

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

 

Amount

% of
Average
Net Assets
*

Growth Company

23,757

.19

Class K

3,184

.05

 

$ 26,941

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $172 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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

$ 115,781

.40%

$ 12

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $59 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $29,592. 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 and includes $390 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $307 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
May 31,
2012

Year ended
November 30,
2011

From net investment income

 

 

Growth Company

$ 14,166

$ 1,033

Class K

23,929

12,176

Class F

7,249

3,060

Total

$ 45,344

$ 16,269

From net realized gain

 

 

Growth Company

$ 768,386

$ -

Class K

341,548

-

Class F

87,770

-

Total

$ 1,197,704

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months
ended May 31,
2012

Year ended
November 30,
2011

Six months
ended May 31,
2012

Year ended
November 30,
2011

Growth Company

 

 

 

 

Shares sold

20,687

51,025

$ 1,880,137

$ 4,388,661

Reinvestment of distributions

9,639

12

763,625

1,012

Shares redeemed

(52,376)

(111,230)

(4,710,582)

(9,554,766)

Net increase (decrease)

(22,050)

(60,193)

$ (2,066,820)

$ (5,165,093)

Class K

 

 

 

 

Shares sold

37,419

62,815

$ 3,397,206

$ 5,422,105

Reinvestment of distributions

4,618

146

365,477

12,176

Shares redeemed

(15,941)

(21,815)

(1,427,211)

(1,876,905)

Net increase (decrease)

26,096

41,146

$ 2,335,472

$ 3,557,376

Semiannual Report

11. Share Transactions - continued

 

Shares

Dollars

Six months
ended May 31,
2012

Year ended
November 30,
2011

Six months
ended May 31,
2012

Year ended
November 30,
2011

Class F

 

 

 

 

Shares sold

9,848

18,542

$ 874,445

$ 1,585,903

Reinvestment of distributions

1,201

37

95,019

3,060

Shares redeemed

(3,075)

(3,695)

(292,007)

(317,840)

Net increase (decrease)

7,974

14,884

$ 677,457

$ 1,271,123

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-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

GCF-K-USAN-0712
1.863216.103

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

Fidelity®
New Millennium Fund®

Semiannual Report

May 31, 2012

(Fidelity Cover Art)

Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2011 to May 31, 2012).

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.

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

Semiannual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
December 1, 2011

Ending
Account Value
May 31, 2012

Expenses Paid
During Period
*
December 1, 2011
to May 31, 2012

Actual

1.00%

$ 1,000.00

$ 1,052.40

$ 5.13

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,020.00

$ 5.05

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

4.5

4.8

Wells Fargo & Co.

2.7

1.9

IBM Corp.

2.6

2.8

Apple, Inc.

2.5

3.6

Procter & Gamble Co.

2.0

2.3

Pfizer, Inc.

2.0

2.0

Chevron Corp.

1.9

2.1

Google, Inc. Class A

1.5

1.0

Cisco Systems, Inc.

1.3

0.0

Comcast Corp. Class A

1.3

1.0

 

22.3

Top Five Market Sectors as of May 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

18.5

22.4

Health Care

17.2

15.4

Financials

12.6

10.0

Consumer Discretionary

11.8

11.7

Consumer Staples

10.0

11.3

Asset Allocation (% of fund's net assets)

As of May 31, 2012 *

As of November 30, 2011 **

mtv40

Stocks 94.3%

 

mtv40

Stocks 95.8%

 

mtv68

Convertible
Securities 0.4%

 

mtv68

Convertible
Securities 0.3%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 5.3%

 

mtv43

Short-Term
Investments and
Net Other Assets (Liabilities) 3.9%

 

* Foreign investments

9.9%

 

** Foreign investments

10.3%

 

mtv114

Semiannual Report

Investments May 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.1%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 11.5%

Automobiles - 0.3%

Tesla Motors, Inc. (a)

179,500

$ 5,295

Distributors - 0.3%

Pool Corp.

172,300

6,370

Hotels, Restaurants & Leisure - 2.0%

Arcos Dorados Holdings, Inc.

279,800

3,783

Bravo Brio Restaurant Group, Inc. (a)

288,000

4,729

Jubilant Foodworks Ltd. (a)

232,999

5,312

McDonald's Corp.

213,500

19,074

Texas Roadhouse, Inc. Class A

250,000

4,545

 

37,443

Household Durables - 1.1%

D.R. Horton, Inc.

488,100

8,102

Toll Brothers, Inc. (a)

216,500

5,906

Tupperware Brands Corp.

150,500

8,135

 

22,143

Internet & Catalog Retail - 0.3%

Rakuten, Inc.

4,778

5,108

Leisure Equipment & Products - 0.6%

Amer Group PLC (A Shares)

250,000

2,890

Brunswick Corp.

379,442

8,310

 

11,200

Media - 4.2%

Aegis Group PLC

1,164,000

2,925

Comcast Corp. Class A

846,100

24,461

Discovery Communications, Inc. (a)

125,000

6,263

Grupo Televisa SA de CV (CPO) sponsored ADR

200,000

3,798

Legend Pictures LLC (a)(g)(h)

697

745

The Walt Disney Co.

437,500

19,998

Time Warner, Inc.

348,700

12,020

Viacom, Inc. Class B (non-vtg.)

206,400

9,851

 

80,061

Multiline Retail - 0.3%

Dollar General Corp. (a)

110,000

5,380

Specialty Retail - 2.4%

Lithia Motors, Inc. Class A (sub. vtg.)

300,000

7,326

Lowe's Companies, Inc.

494,200

13,205

MarineMax, Inc. (a)

612,982

5,909

Penske Automotive Group, Inc.

208,700

5,130

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

PT ACE Hardware Indonesia Tbk

5,205,000

$ 3,045

Sally Beauty Holdings, Inc. (a)

418,500

11,061

 

45,676

TOTAL CONSUMER DISCRETIONARY

218,676

CONSUMER STAPLES - 10.0%

Beverages - 1.5%

Beam, Inc.

360,300

21,820

Monster Beverage Corp. (a)

100,000

7,260

 

29,080

Food & Staples Retailing - 0.5%

Whole Foods Market, Inc.

95,300

8,445

Food Products - 2.1%

Annie's, Inc.

156,800

6,296

Green Mountain Coffee Roasters, Inc. (a)(d)

474,592

11,200

Kraft Foods, Inc. Class A

389,300

14,899

Sara Lee Corp.

351,800

7,353

 

39,748

Household Products - 3.6%

Church & Dwight Co., Inc.

140,000

7,454

Colgate-Palmolive Co.

192,000

18,874

LG Household & Health Care Ltd.

8,117

4,016

Procter & Gamble Co.

611,000

38,059

 

68,403

Personal Products - 0.5%

Nu Skin Enterprises, Inc. Class A

139,500

5,982

Prestige Brands Holdings, Inc. (a)

300,000

4,119

 

10,101

Tobacco - 1.8%

Altria Group, Inc.

532,000

17,125

British American Tobacco PLC sponsored ADR

148,700

13,990

Philip Morris CR A/S

3,300

1,772

 

32,887

TOTAL CONSUMER STAPLES

188,664

Common Stocks - continued

Shares

Value (000s)

ENERGY - 9.0%

Energy Equipment & Services - 0.4%

Diamond Offshore Drilling, Inc. (d)

116,000

$ 6,749

Oil, Gas & Consumable Fuels - 8.6%

Anadarko Petroleum Corp.

185,800

11,334

Cabot Oil & Gas Corp.

131,400

4,276

Chevron Corp.

359,800

35,372

Concho Resources, Inc. (a)

47,800

4,194

EV Energy Partners LP

170,100

8,723

Exxon Mobil Corp.

1,075,977

84,602

Noble Energy, Inc.

54,800

4,628

Plains Exploration & Production Co. (a)

168,700

6,038

Southwestern Energy Co. (a)

150,600

4,221

 

163,388

TOTAL ENERGY

170,137

FINANCIALS - 12.6%

Capital Markets - 0.6%

E*TRADE Financial Corp. (a)

400,000

3,396

ICAP PLC

898,000

4,727

Manning & Napier, Inc.

285,217

3,962

 

12,085

Commercial Banks - 6.0%

Alliance Financial Corp. (e)

260,476

8,176

Bank of the Ozarks, Inc.

166,700

4,841

First Niagara Financial Group, Inc.

1,155,900

9,328

First Republic Bank (a)

163,900

5,146

FirstMerit Corp.

432,300

6,874

U.S. Bancorp

555,000

17,266

Webster Financial Corp.

248,800

5,043

Wells Fargo & Co.

1,615,500

51,777

West Coast Bancorp (a)

275,000

5,170

 

113,621

Diversified Financial Services - 2.1%

JPMorgan Chase & Co.

539,000

17,868

KKR Financial Holdings LLC

1,819,000

15,261

New Academy Holding Co. LLC unit (g)(h)

66,000

7,529

 

40,658

Insurance - 1.8%

Arch Capital Group Ltd. (a)

248,700

9,508

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

Fairfax Financial Holdings Ltd. (sub. vtg.)

15,300

$ 6,029

Fidelity National Financial, Inc. Class A

315,000

5,935

The Chubb Corp.

162,300

11,697

 

33,169

Real Estate Investment Trusts - 1.3%

American Capital Agency Corp.

223,600

7,305

MFA Financial, Inc.

654,700

4,989

Two Harbors Investment Corp.

1,186,800

12,272

 

24,566

Thrifts & Mortgage Finance - 0.8%

MGIC Investment Corp. (a)(d)

1,423,000

3,614

Ocwen Financial Corp. (a)

424,900

6,811

Radian Group, Inc. (d)

1,769,923

4,389

 

14,814

TOTAL FINANCIALS

238,913

HEALTH CARE - 17.2%

Biotechnology - 4.6%

Alexion Pharmaceuticals, Inc. (a)

90,100

8,160

Alkermes PLC (a)

74,500

1,164

Amgen, Inc.

221,780

15,418

ARIAD Pharmaceuticals, Inc. (a)

473,000

7,838

AVEO Pharmaceuticals, Inc. (a)

143,800

1,831

BioMarin Pharmaceutical, Inc. (a)

351,700

12,535

Clovis Oncology, Inc. (d)

206,300

3,674

Dynavax Technologies Corp. (a)

1,099,242

4,144

Infinity Pharmaceuticals, Inc. (a)

325,000

4,228

Isis Pharmaceuticals, Inc. (a)

234,400

2,318

Merrimack Pharmaceuticals, Inc.

56,200

386

Neurocrine Biosciences, Inc. (a)

833,570

5,577

Synageva BioPharma Corp. (a)

215,000

8,387

Theravance, Inc. (a)(d)

393,400

8,139

ZIOPHARM Oncology, Inc. (a)(d)

583,400

2,999

 

86,798

Health Care Equipment & Supplies - 2.1%

Covidien PLC

211,200

10,936

HeartWare International, Inc. CDI (a)

9,041,641

20,433

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Mako Surgical Corp. (a)(d)

219,326

$ 4,981

Volcano Corp. (a)

100,000

2,859

 

39,209

Health Care Providers & Services - 4.0%

Air Methods Corp. (a)

92,200

8,404

Brookdale Senior Living, Inc. (a)

348,900

5,753

Capital Senior Living Corp. (a)

583,800

5,768

Corvel Corp. (a)

53,538

2,379

Emeritus Corp. (a)

200,915

3,056

Health Net, Inc. (a)

212,000

5,431

Henry Schein, Inc. (a)

77,600

5,766

HMS Holdings Corp. (a)

150,000

4,019

MWI Veterinary Supply, Inc. (a)

28,278

2,628

Quest Diagnostics, Inc.

94,300

5,366

UnitedHealth Group, Inc.

344,700

19,224

WellPoint, Inc.

131,800

8,882

 

76,676

Health Care Technology - 0.2%

HealthStream, Inc. (a)

200,000

4,224

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)(d)

219,200

9,439

Pharmaceuticals - 5.8%

Eli Lilly & Co.

424,700

17,391

GlaxoSmithKline PLC

643,000

14,248

Impax Laboratories, Inc. (a)

277,800

5,759

Novo Nordisk A/S Series B sponsored ADR

34,100

4,562

Optimer Pharmaceuticals, Inc. (a)

325,900

4,869

Perrigo Co.

69,500

7,220

Pfizer, Inc.

1,736,000

37,966

Shire PLC sponsored ADR

110,700

9,344

ViroPharma, Inc. (a)

429,000

8,640

 

109,999

TOTAL HEALTH CARE

326,345

INDUSTRIALS - 9.9%

Aerospace & Defense - 2.5%

Precision Castparts Corp.

53,300

8,859

Raytheon Co.

249,600

12,560

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Aerospace & Defense - continued

Textron, Inc.

440,400

$ 10,407

TransDigm Group, Inc. (a)

124,200

15,277

 

47,103

Air Freight & Logistics - 1.3%

C.H. Robinson Worldwide, Inc.

86,700

5,051

Hub Group, Inc. Class A (a)

129,016

4,510

United Parcel Service, Inc. Class B

212,100

15,895

 

25,456

Building Products - 1.1%

Lennox International, Inc.

125,300

5,374

Masco Corp.

400,000

5,068

Owens Corning (a)

215,400

6,647

Universal Forest Products, Inc.

117,700

4,431

 

21,520

Commercial Services & Supplies - 1.0%

Clean Harbors, Inc. (a)

160,200

9,944

Interface, Inc.

381,300

4,839

The Geo Group, Inc. (a)

191,100

4,158

 

18,941

Electrical Equipment - 0.1%

GrafTech International Ltd. (a)

235,300

2,511

Machinery - 0.3%

Fanuc Corp.

35,000

6,015

Professional Services - 2.8%

Acacia Research Corp. (h)

319,000

9,982

Acacia Research Corp. - Acacia Technologies (a)

368,808

12,823

Advisory Board Co. (a)

70,400

6,820

IHS, Inc. Class A (a)

62,000

6,137

Kforce, Inc. (a)

314,200

4,188

Michael Page International PLC

860,311

4,734

Qualicorp SA

441,000

3,761

Robert Half International, Inc.

140,600

3,996

 

52,441

Road & Rail - 0.6%

J.B. Hunt Transport Services, Inc.

60,000

3,428

Kansas City Southern

107,900

7,119

 

10,547

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Trading Companies & Distributors - 0.2%

Rush Enterprises, Inc. Class A (a)

200,300

$ 3,319

TOTAL INDUSTRIALS

187,853

INFORMATION TECHNOLOGY - 18.3%

Communications Equipment - 1.5%

Brocade Communications Systems, Inc. (a)

974,600

4,532

Cisco Systems, Inc.

1,526,800

24,933

 

29,465

Computers & Peripherals - 2.5%

Apple, Inc. (a)

80,600

46,565

Electronic Equipment & Components - 0.7%

Fabrinet (a)

200,870

2,342

Measurement Specialties, Inc. (a)

259,400

8,475

Universal Display Corp. (a)(d)

66,200

1,864

 

12,681

Internet Software & Services - 3.8%

Akamai Technologies, Inc. (a)

306,700

8,999

Blinkx PLC (a)

5,765,200

3,679

Cornerstone OnDemand, Inc. (a)

426,500

8,551

Demandware, Inc. (d)

146,800

4,567

Google, Inc. Class A (a)

48,000

27,881

Open Text Corp. (a)

70,600

3,414

SciQuest, Inc. (a)

326,800

5,144

VeriSign, Inc.

243,000

9,290

 

71,525

IT Services - 5.2%

Accenture PLC Class A

162,500

9,279

Cardtronics, Inc. (a)

126,800

3,553

Cognizant Technology Solutions Corp. Class A (a)

131,400

7,654

Fidelity National Information Services, Inc.

192,000

6,294

IBM Corp.

256,600

49,498

MasterCard, Inc. Class A

29,300

11,911

Teradata Corp. (a)

100,000

6,648

VeriFone Systems, Inc. (a)

102,500

3,701

 

98,538

Semiconductors & Semiconductor Equipment - 0.6%

Samsung Electronics Co. Ltd.

11,857

12,164

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - 4.0%

Aspen Technology, Inc. (a)

286,200

$ 6,325

Callidus Software, Inc. (a)

701,300

3,499

Check Point Software Technologies Ltd. (a)

86,200

4,417

Citrix Systems, Inc. (a)

104,400

7,630

Concur Technologies, Inc. (a)(d)

143,600

8,882

Informatica Corp. (a)

88,000

3,646

Kenexa Corp. (a)

195,434

5,701

MICROS Systems, Inc. (a)

76,500

4,036

NICE Systems Ltd. sponsored ADR (a)

126,900

4,705

Nuance Communications, Inc. (a)

316,800

6,555

Red Hat, Inc. (a)

153,000

7,861

TIBCO Software, Inc. (a)

276,600

7,399

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

28,652

0

VMware, Inc. Class A (a)

55,000

5,116

 

75,772

TOTAL INFORMATION TECHNOLOGY

346,710

MATERIALS - 0.2%

Metals & Mining - 0.2%

Ivanhoe Mines Ltd. (a)

346,945

3,275

TELECOMMUNICATION SERVICES - 0.5%

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC sponsored ADR

382,200

10,239

UTILITIES - 4.9%

Electric Utilities - 3.8%

Duke Energy Corp.

664,800

14,612

Edison International

178,400

8,021

FirstEnergy Corp.

232,900

10,897

NextEra Energy, Inc.

243,300

15,897

PPL Corp.

254,200

6,957

Southern Co.

348,900

16,018

 

72,402

Multi-Utilities - 1.1%

Alliant Energy Corp.

124,200

5,426

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Multi-Utilities - continued

TECO Energy, Inc.

708,500

$ 12,328

YTL Corp. Bhd

6,305,640

3,658

 

21,412

TOTAL UTILITIES

93,814

TOTAL COMMON STOCKS

(Cost $1,569,424)


1,784,626

Preferred Stocks - 0.5%

 

 

 

 

Convertible Preferred Stocks - 0.3%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Glam Media, Inc. Series M-1:

8.00%

128,191

655

8.00%

9,156

47

8.00%

9,157

47

 

749

INFORMATION TECHNOLOGY - 0.2%

Software - 0.2%

Trion World Network, Inc.:

Series C, 8.00% (a)(h)

910,747

3,898

Series C-1, 8.00% (a)(h)

71,630

307

 

4,205

TOTAL CONVERTIBLE PREFERRED STOCKS

4,954

Nonconvertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.2%

Automobiles - 0.2%

Porsche Automobil Holding SE (Germany)

87,925

4,530

TOTAL PREFERRED STOCKS

(Cost $12,838)


9,484

Corporate Bonds - 0.1%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 0.1%

MATERIALS - 0.1%

Metals & Mining - 0.1%

Ivanplats Ltd. 8% 11/10/14 pay-in-kind (f)(h)

$ 1,193

$ 1,237

Nonconvertible Bonds - 0.0%

CONSUMER DISCRETIONARY - 0.0%

Media - 0.0%

Glam Media, Inc.:

9% 11/18/13

20

20

9% 11/18/13

20

20

9% 12/2/13

281

281

 

321

TOTAL CORPORATE BONDS

(Cost $1,558)


1,558

Money Market Funds - 7.3%

Shares

 

Fidelity Cash Central Fund, 0.17% (b)

102,095,200

102,095

Fidelity Securities Lending Cash Central Fund, 0.17% (b)(c)

35,970,949

35,971

TOTAL MONEY MARKET FUNDS

(Cost $138,066)


138,066

TOTAL INVESTMENT PORTFOLIO - 102.0%

(Cost $1,721,886)

1,933,734

NET OTHER ASSETS (LIABILITIES) - (2.0)%

(37,568)

NET ASSETS - 100%

$ 1,896,166

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

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

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

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $23,698,000 or 1.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Acacia Research Corp.

2/16/12

$ 11,723

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

3/28/12

$ 1,237

Legend Pictures LLC

9/23/10

$ 523

New Academy Holding Co. LLC unit

8/1/11

$ 6,956

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

8/10/10

$ 0

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

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

$ 48

Fidelity Securities Lending Cash Central Fund

163

Total

$ 211

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Alliance Financial Corp.

$ 7,721

$ -

$ -

$ 161

$ 8,176

Other Information

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 223,955

$ 207,008

$ 15,453

$ 1,494

Consumer Staples

188,664

188,664

-

-

Energy

170,137

170,137

-

-

Financials

238,913

226,657

4,727

7,529

Health Care

326,345

312,097

14,248

-

Industrials

187,853

167,122

20,731

-

Information Technology

350,915

343,031

3,679

4,205

Materials

3,275

3,275

-

-

Telecommunication Services

10,239

10,239

-

-

Utilities

93,814

93,814

-

-

Corporate Bonds

1,558

-

-

1,558

Money Market Funds

138,066

138,066

-

-

Total Investments in Securities:

$ 1,933,734

$ 1,860,110

$ 58,838

$ 14,786

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

$ 12,424

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

1,124

Cost of Purchases

4,238

Proceeds of Sales

(3,000)

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 14,786

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at May 31, 2012

$ 1,124

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 amount)

May 31, 2012 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $33,800) - See accompanying schedule:

Unaffiliated issuers (cost $1,575,863)

$ 1,787,492

 

Fidelity Central Funds (cost $138,066)

138,066

 

Other affiliated issuers (cost $7,957)

8,176

 

Total Investments (cost $1,721,886)

 

$ 1,933,734

Receivable for investments sold

5,110

Receivable for fund shares sold

1,228

Dividends receivable

3,836

Interest receivable

68

Distributions receivable from Fidelity Central Funds

38

Prepaid expenses

1

Other receivables

30

Total assets

1,944,045

 

 

 

Liabilities

Payable for investments purchased

$ 1,399

Payable for fund shares redeemed

8,821

Accrued management fee

1,223

Other affiliated payables

345

Other payables and accrued expenses

120

Collateral on securities loaned, at value

35,971

Total liabilities

47,879

 

 

 

Net Assets

$ 1,896,166

Net Assets consist of:

 

Paid in capital

$ 1,575,667

Undistributed net investment income

6,838

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

101,923

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

211,738

Net Assets, for 62,907 shares outstanding

$ 1,896,166

Net Asset Value, offering price and redemption price per share ($1,896,166 ÷ 62,907 shares)

$ 30.14

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, 2012 (Unaudited)

 

  

  

Investment Income

  

  

Dividends (including $161 earned from other affiliated issuers)

 

$ 16,793

Interest

 

31

Income from Fidelity Central Funds

 

211

Total income

 

17,035

 

 

 

Expenses

Management fee
Basic fee

$ 5,877

Performance adjustment

1,640

Transfer agent fees

1,702

Accounting and security lending fees

301

Custodian fees and expenses

27

Independent trustees' compensation

6

Registration fees

34

Audit

42

Legal

3

Miscellaneous

11

Total expenses before reductions

9,643

Expense reductions

(60)

9,583

Net investment income (loss)

7,452

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

122,164

Foreign currency transactions

(7)

Total net realized gain (loss)

 

122,157

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $78)

(40,576)

Assets and liabilities in foreign currencies

(27)

Total change in net unrealized appreciation (depreciation)

 

(40,603)

Net gain (loss)

81,554

Net increase (decrease) in net assets resulting from operations

$ 89,006

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, 2012
(Unaudited)

Year ended
November 30, 2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,452

$ 7,625

Net realized gain (loss)

122,157

283,901

Change in net unrealized appreciation (depreciation)

(40,603)

(127,231)

Net increase (decrease) in net assets resulting
from operations

89,006

164,295

Distributions to shareholders from net investment income

(7,984)

(1,944)

Distributions to shareholders from net realized gain

(50,273)

(7,777)

Total distributions

(58,257)

(9,721)

Share transactions
Proceeds from sales of shares

229,873

228,001

Reinvestment of distributions

55,359

9,248

Cost of shares redeemed

(199,566)

(394,035)

Net increase (decrease) in net assets resulting from share transactions

85,666

(156,786)

Total increase (decrease) in net assets

116,415

(2,212)

 

 

 

Net Assets

Beginning of period

1,779,751

1,781,963

End of period (including undistributed net investment income of $6,838 and undistributed net investment income of $7,370, respectively)

$ 1,896,166

$ 1,779,751

Other Information

Shares

Sold

7,375

7,739

Issued in reinvestment of distributions

1,969

322

Redeemed

(6,498)

(13,138)

Net increase (decrease)

2,846

(5,077)

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

Semiannual Report

Financial Highlights

 

Six months ended May 31, 2012

Years ended November 30,

  

(Unaudited)

2011

2010

2009

2008

2007

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.63

$ 27.36

$ 23.58

$ 17.09

$ 33.53

$ 39.51

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .12

  .12

  .04

  .09

  .08

  .03

Net realized and unrealized gain (loss)

  1.36

  2.30

  3.86

  6.51

  (12.54)

  4.78

Total from investment operations

  1.48

  2.42

  3.90

  6.60

  (12.46)

  4.81

Distributions from net investment income

  (.13)

  (.03)

  (.09)

  (.09)

  (.02)

  -

Distributions from net realized gain

  (.84)

  (.12)

  (.03)

  (.02)

  (3.96)

  (10.79)

Total distributions

  (.97)

  (.15)

  (.12)

  (.11)

  (3.98)

  (10.79)

Net asset value, end of period

$ 30.14

$ 29.63

$ 27.36

$ 23.58

$ 17.09

$ 33.53

Total Return B,C

  5.24%

  8.86%

  16.58%

  38.86%

  (42.23)%

  16.29%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  1.00% A

  1.00%

  1.04%

  1.05%

  1.10%

  .94%

Expenses net of fee waivers, if any

  1.00% A

  1.00%

  1.04%

  1.05%

  1.10%

  .94%

Expenses net of all reductions

  .99% A

  .99%

  1.03%

  1.03%

  1.09%

  .93%

Net investment income (loss)

  .77% A

  .41%

  .16%

  .44%

  .31%

  .10%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,896

$ 1,780

$ 1,782

$ 1,618

$ 1,167

$ 2,275

Portfolio turnover rate F

  75% A

  69%

  72%

  125%

  92%

  87%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Expense ratios reflect operating expenses of the 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, 2012 (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.

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

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

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of May 31, 2012, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

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

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

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

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

Gross unrealized appreciation

$ 292,692

Gross unrealized depreciation

(85,860)

Net unrealized appreciation (depreciation) on securities and other investments

$ 206,832

 

 

Tax cost

$ 1,726,902

4. Operating Policies.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $692,104 and $688,129, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .78% of the Fund's average net assets.

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

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $9 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $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

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $1,581. 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 $163, including $10 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $60 for the period.

10. Other.

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

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®) mtv22
1-800-544-5555

mtv22
Automated line for quickest service

NMF-USAN-0712
1.786815.109

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

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 20, 2012

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

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

July 20, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

July 20, 2012