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 811-4118

Fidelity Securities Fund
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:	July 31

Date of reporting period:	January 31, 2014

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Real Estate Income
Fund - Institutional Class

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Real Estate Income Fund

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

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

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, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.06%
Actual		$ 1,000.00	$ 1,018.40	$ 5.39
Hypothetical^A		$ 1,000.00	$ 1,019.86	$ 5.40
Class T	1.07%
Actual		$ 1,000.00	$ 1,018.10	$ 5.44
Hypothetical^A		$ 1,000.00	$ 1,019.81	$ 5.45
Class C	1.79%
Actual		$ 1,000.00	$ 1,014.00	$ 9.09
Hypothetical^A		$ 1,000.00	$ 1,016.18	$ 9.10
Real Estate Income	.83%
Actual		$ 1,000.00	$ 1,019.70	$ 4.23
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Institutional Class	.78%
Actual		$ 1,000.00	$ 1,020.00	$ 3.97
Hypothetical^A		$ 1,000.00	$ 1,021.27	$ 3.97

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
MFA Financial, Inc.	3.0	2.5
Equity Lifestyle Properties, Inc.	2.7	2.1
Acadia Realty Trust (SBI)	2.2	1.6
Ventas, Inc.	1.7	1.5
Mid-America Apartment Communities, Inc.	1.1	0.9
	10.7
Top 5 Bonds as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
iStar Financial, Inc. 5.875% 3/15/16	1.0	0.9
Standard Pacific Corp. 8.375% 5/15/18	0.9	0.8
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17	0.9	0.9
Annaly Capital Management, Inc. 5% 5/15/15	0.9	0.8
M/I Homes, Inc. 8.625% 11/15/18	0.8	0.7
	4.5
Top Five REIT Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Mortgage	16.0	15.3
REITs - Management/Investment	8.9	8.9
REITs - Shopping Centers	6.1	5.3
REITs - Health Care Facilities	6.1	6.2
REITs - Apartments	5.0	5.1

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Common Stocks 31.6%			Common Stocks 32.7%
	Preferred Stocks 14.5%			Preferred Stocks 12.8%
	Bonds 34.3%			Bonds 33.2%
	Convertible Securities 4.0%			Convertible Securities 3.8%
	Other Investments 8.6%			Other Investments 11.0%
	Short-Term Investments and Net Other Assets (Liabilities) 7.0%			Short-Term Investments and Net Other Assets (Liabilities) 6.5%
* Foreign investments		3.2%	** Foreign investments		3.4%

eli1084622

Semiannual Report

Investments January 31, 2014

Showing Percentage of Net Assets

Common Stocks - 31.6%
	Shares		Value
CONSUMER DISCRETIONARY - 0.2%
Household Durables - 0.2%
Stanley Martin Communities LLC Class B (a)	4,620		$ 7,125,103
FINANCIALS - 30.7%
Capital Markets - 0.3%
Ellington Financial LLC	519,500		12,296,565
Real Estate Investment Trusts - 29.7%
Acadia Realty Trust (SBI) (g)	3,085,149		78,517,042
AG Mortgage Investment Trust, Inc.	628,800		10,431,792
American Residential Properties, Inc. (f)	314,046		5,809,851
American Tower Corp.	184,300		14,906,184
Anworth Mortgage Asset Corp.	1,420,710		6,663,130
Apartment Investment & Management Co. Class A	1,317,300		36,844,881
Arbor Realty Trust, Inc. (g)	2,855,075		19,614,365
Associated Estates Realty Corp.	447,708		7,149,897
AvalonBay Communities, Inc.	227,000		28,034,500
BioMed Realty Trust, Inc.	1,166,500		22,758,415
Blackstone Mortgage Trust, Inc.	75,200		2,110,112
Boardwalk (REIT)	126,200		6,628,687
Canadian (REIT)	131,600		5,024,136
CBL & Associates Properties, Inc.	2,224,773		37,798,893
Cedar Shopping Centers, Inc.	1,208,910		7,628,222
Chambers Street Properties (f)	786,493		6,087,456
Chartwell Retirement Residence	459,700		4,395,785
Chartwell Retirement Residence (h)	78,500		750,640
CYS Investments, Inc.	2,004,739		15,877,533
Douglas Emmett, Inc.	829,400		21,091,642
DuPont Fabros Technology, Inc.	110,400		2,869,296
Dynex Capital, Inc.	1,989,943		16,038,941
EastGroup Properties, Inc.	181,500		10,770,210
Ellington Residential Mortgage REIT	260,000		4,204,200
Equity Lifestyle Properties, Inc.	2,451,560		96,370,824
Equity Residential (SBI)	346,100		19,167,018
Excel Trust, Inc.	1,365,628		15,581,815
Extra Space Storage, Inc.	210,300		9,602,298
First Potomac Realty Trust	1,381,615		18,043,892
Glimcher Realty Trust	869,300		7,441,208
H&R REIT/H&R Finance Trust	284,100		5,395,030
Hatteras Financial Corp.	525,200		9,422,088
Highwoods Properties, Inc. (SBI)	245,000		9,099,300
Lexington Corporate Properties Trust	3,229,689		34,912,938
Liberty Property Trust (SBI)	122,600		4,462,640
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
LTC Properties, Inc.	444,013		$ 16,850,293
MFA Financial, Inc.	14,796,493		107,866,417
Mid-America Apartment Communities, Inc.	623,700		40,253,598
Monmouth Real Estate Investment Corp. Class A	707,690		6,539,056
National Retail Properties, Inc.	173,700		5,766,840
Newcastle Investment Corp.	2,318,100		12,610,464
NorthStar Realty Finance Corp. (f)	410,200		5,984,818
Piedmont Office Realty Trust, Inc. Class A	719,200		11,989,064
Prologis, Inc.	876,287		33,964,884
Redwood Trust, Inc. (f)	766,700		14,337,290
Retail Properties America, Inc.	463,550		6,114,225
Select Income (REIT)	416,600		11,498,160
Senior Housing Properties Trust (SBI)	911,300		20,522,476
Simon Property Group, Inc.	166,900		25,842,796
Stag Industrial, Inc.	611,469		13,122,125
Summit Hotel Properties, Inc.	403,700		3,596,967
Terreno Realty Corp. (g)	1,270,164		21,935,732
Two Harbors Investment Corp.	1,644,280		16,163,272
Ventas, Inc.	978,446		61,045,246
Washington REIT (SBI)	426,700		9,942,110
Weyerhaeuser Co.	635,300		18,982,764
WP Carey, Inc.	121,800		7,195,944
			1,073,629,402
Real Estate Management & Development - 0.7%
Brookfield Asset Management, Inc. Class A (f)	257,600		9,783,596
Kennedy-Wilson Holdings, Inc.	664,021		15,949,784
			25,733,380
TOTAL FINANCIALS			1,111,659,347
HEALTH CARE - 0.7%
Health Care Providers & Services - 0.7%
Brookdale Senior Living, Inc. (a)	251,900		6,917,174
Emeritus Corp. (a)	733,074		16,164,282
			23,081,456
TOTAL COMMON STOCKS (Cost $1,066,641,469)		1,141,865,906
Preferred Stocks - 15.6%
	Shares		Value
Convertible Preferred Stocks - 1.1%
FINANCIALS - 1.1%
Real Estate Investment Trusts - 1.1%
Alexandria Real Estate Equities, Inc. Series D 7.00%	95,000		$ 2,493,750
CommonWealth REIT 6.50%	396,216		8,597,887
Excel Trust, Inc. 7.00% (h)	248,200		5,974,174
Health Care REIT, Inc. Series I, 6.50%	46,800		2,549,140
Lexington Corporate Properties Trust Series C, 6.50%	391,173		17,888,341
Ramco-Gershenson Properties Trust (SBI) Series D, 7.25%	40,000		2,351,600
Weyerhaeuser Co. Series A, 6.375%	20,000		1,072,500
			40,927,392
Nonconvertible Preferred Stocks - 14.5%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Red Lion Hotels Capital Trust 9.50%	157,952		4,084,639
FINANCIALS - 14.4%
Capital Markets - 0.1%
Arlington Asset Investment Corp. 6.625%	182,517		3,938,717
Real Estate Investment Trusts - 14.2%
AG Mortgage Investment Trust, Inc. 8.00%	324,817		7,262,908
American Capital Agency Corp. 8.00%	200,000		5,102,000
American Home Mortgage Investment Corp.:
Series A, 9.375% (a)	120,300		12
Series B, 9.25% (a)	124,100		12
American Homes 4 Rent:
Series A, 5.00%	190,000		4,651,200
Series B, 5.00%	120,000		2,946,000
American Realty Capital Properties, Inc. Series F, 6.70%	164,000		3,509,600
Annaly Capital Management, Inc.:
Series A, 7.875%	134,900		3,394,084
Series C, 7.625%	77,837		1,790,251
Series D, 7.50%	213,116		4,850,520
Anworth Mortgage Asset Corp. Series A, 8.625%	309,630		7,647,861
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%	375,101		9,400,031
Apollo Residential Mortgage, Inc. Series A, 8.00%	279,276		6,364,700
Arbor Realty Trust, Inc.:
Series A, 8.25% (g)	189,089		4,731,007
Series B, 7.75% (g)	240,000		5,577,600
Armour Residential REIT, Inc. Series B, 7.875%	153,654		3,363,486
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Ashford Hospitality Trust, Inc.:
Series D, 8.45%	47,000		$ 1,177,820
Series E, 9.00%	85,751		2,230,384
Boston Properties, Inc. 5.25%	10,915		222,884
Campus Crest Communities, Inc. Series A, 8.00%	248,431		6,210,775
Capstead Mortgage Corp. Series E, 7.50%	202,984		4,855,377
CBL & Associates Properties, Inc.:
Series D, 7.375%	289,876		6,977,315
Series E, 6.625%	95,000		2,128,950
Cedar Shopping Centers, Inc. Series B, 7.25%	399,750		9,198,248
CenterPoint Properties Trust Series D, 5.377%	3,575		2,359,500
Chesapeake Lodging Trust Series A, 7.75%	266,916		6,656,885
Colony Financial, Inc. Series A, 8.50%	282,171		7,150,213
CommonWealth REIT:
7.50%	93,300		1,940,640
Series E, 7.25%	518,646		11,736,959
Coresite Realty Corp. Series A, 7.25%	258,224		5,985,632
Corporate Office Properties Trust Series L, 7.375%	80,000		1,953,600
CubeSmart Series A, 7.75%	40,000		1,030,000
CYS Investments, Inc.:
Series A, 7.75%	117,824		2,550,890
Series B, 7.50%	311,567		6,511,750
DDR Corp.:
Series J, 6.50%	237,721		5,336,836
Series K, 6.25%	228,888		4,930,248
Digital Realty Trust, Inc.:
Series E, 7.00%	105,411		2,448,698
Series G, 5.875%	145,444		2,750,346
Duke Realty LP Series L, 6.60%	10,666		254,917
DuPont Fabros Technology, Inc. Series B, 7.625%	331,202		7,948,848
Dynex Capital, Inc.:
Series A, 8.50%	362,932		8,797,472
Series B, 7.625%	252,120		5,551,682
Equity Lifestyle Properties, Inc. Series C, 6.75%	924,148		21,430,992
Essex Property Trust, Inc. Series H, 7.125%	40,000		1,026,000
Excel Trust, Inc. Series B, 8.125%	400,000		10,264,000
First Potomac Realty Trust 7.75%	415,296		10,552,671
Five Oaks Investment Corp. Series A, 8.75%	60,000		1,488,000
General Growth Properties, Inc. Series A, 6.375%	81,868		1,750,338
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Gladstone Commercial Corp. Series C, 7.125%	232,238		$ 5,929,036
Glimcher Realty Trust:
6.875%	256,115		5,621,724
Series G, 8.125%	109,192		2,745,087
Series H, 7.50%	198,527		4,730,898
Hatteras Financial Corp. Series A, 7.625%	197,288		4,409,387
Health Care REIT, Inc. Series J, 6.50%	20,000		473,000
Hersha Hospitality Trust:
Series B, 8.00%	162,538		4,071,577
Series C, 6.875%	50,000		1,145,500
Hospitality Properties Trust Series D, 7.125%	40,800		982,464
Hudson Pacific Properties, Inc. 8.375%	394,069		10,190,624
Inland Real Estate Corp. Series A, 8.125%	423,500		10,883,950
Invesco Mortgage Capital, Inc. Series A, 7.75%	113,342		2,653,336
Investors Real Estate Trust Series B, 7.95%	126,572		3,241,509
iStar Financial, Inc.:
Series E, 7.875%	188,696		4,490,965
Series F, 7.80%	367,813		8,621,537
Kilroy Realty Corp.:
Series G, 6.875%	40,000		924,800
Series H, 6.375%	81,796		1,744,709
Kite Realty Group Trust 8.25%	96,100		2,441,901
LaSalle Hotel Properties:
Series G, 7.25%	42,026		1,029,637
Series H, 7.50%	126,308		3,210,749
Series I, 6.375%	192,698		4,143,007
LBA Realty Fund II:
Series A, 8.75% (a)	69,000		2,829,000
Series B, 7.625%	31,240		596,996
MFA Financial, Inc.:
8.00%	538,930		14,033,737
Series B, 7.50%	567,024		12,361,123
Monmouth Real Estate Investment Corp.:
Series A, 7.625%	80,000		2,001,600
Series B, 7.875%	95,000		2,384,500
National Retail Properties, Inc.:
5.70%	82,104		1,658,501
Series D, 6.625%	144,233		3,395,245
New York Mortgage Trust, Inc. Series B, 7.75%	171,101		3,562,323
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
NorthStar Realty Finance Corp.:
Series B, 8.25%	225,708		$ 5,446,334
Series C, 8.875%	275,338		6,952,285
Series D, 8.50%	161,601		3,952,760
Pebblebrook Hotel Trust:
Series A, 7.875%	412,000		10,526,600
Series B, 8.00%	185,085		4,706,712
Series C, 6.50%	178,160		3,748,486
Pennsylvania (REIT) 7.375%	100,510		2,422,291
Prologis, Inc. Series Q, 8.54%	94,446		5,290,865
PS Business Parks, Inc. Series R, 6.875%	50,000		1,234,500
Regency Centers Corp. Series 6, 6.625%	62,261		1,469,982
Retail Properties America, Inc. 7.00%	291,498		6,552,875
Sabra Health Care REIT, Inc. Series A, 7.125%	200,000		4,950,000
Saul Centers, Inc.:
Series A, 8.00%	38,072		967,790
Series C, 6.875%	315,478		7,382,185
Stag Industrial, Inc.:
Series A, 9.00%	280,000		7,456,400
Series B, 6.625%	80,000		1,836,000
Strategic Hotel & Resorts, Inc.:
Series A, 8.50%	92,323		2,252,681
Series B, 8.25%	80,000		1,933,600
Summit Hotel Properties, Inc.:
Series A, 9.25%	138,340		3,683,994
Series B, 7.875%	190,173		4,720,094
Series C, 7.125%	153,212		3,399,774
Sun Communities, Inc. Series A, 7.125%	360,000		8,622,000
Sunstone Hotel Investors, Inc. Series D, 8.00%	117,623		2,975,862
Taubman Centers, Inc. Series K, 6.25%	96,120		2,094,455
Terreno Realty Corp. Series A, 7.75% (g)	213,690		5,419,178
UMH Properties, Inc. Series A, 8.25%	600,000		15,282,000
Urstadt Biddle Properties, Inc. Series F, 7.125%	210,000		4,914,000
Vornado Realty LP 7.875%	54,682		1,429,934
Weingarten Realty Investors (SBI) Series F, 6.50%	49,813		1,183,059
Winthrop Realty Trust:
7.75%	540,000		13,678,200
Series D, 9.25%	65,000		1,727,050
			510,720,510
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Management & Development - 0.1%
Kennedy-Wilson, Inc. 7.75%	141,574		$ 3,567,665
TOTAL FINANCIALS			518,226,892
TOTAL NONCONVERTIBLE PREFERRED STOCKS			522,311,531
TOTAL PREFERRED STOCKS (Cost $582,100,999)		563,238,923

Corporate Bonds - 20.5%
		Principal Amount (e)
Convertible Bonds - 2.9%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Morgans Hotel Group Co. 2.375% 10/15/14		$ 4,510,000		4,419,800
FINANCIALS - 2.8%
Consumer Finance - 0.1%
Zais Financial Partners LP 8% 11/15/16 (h)		2,000,000		2,013,750
Diversified Financial Services - 0.4%
IAS Operating Partnership LP 5% 3/15/18 (h)		16,990,000		16,151,119
Real Estate Investment Trusts - 2.3%
Annaly Capital Management, Inc. 5% 5/15/15		31,396,000		32,043,543
Ares Commercial Real Estate Corp. 7% 12/15/15		14,700,000		15,030,750
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18		5,750,000		6,228,400
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (h)		1,000,000		1,000,000
Colony Financial, Inc.:
3.875% 1/15/21		3,250,000		3,256,094
5% 4/15/23		9,000,000		9,465,300
PennyMac Corp. 5.375% 5/1/20 (h)		4,000,000		3,877,500
RAIT Financial Trust 4% 10/1/33		2,000,000		1,962,500
Redwood Trust, Inc. 4.625% 4/15/18		8,500,000		8,723,550
				81,587,637
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - 0.0%
Forest City Enterprises, Inc. 3.625% 8/15/20 (h)		$ 1,000,000		$ 1,016,875
Grubb & Ellis Co. 7.95% 5/1/15 (d)(h)		5,500,000		11,000
				1,027,875
TOTAL FINANCIALS				100,780,381
TOTAL CONVERTIBLE BONDS				105,200,181
Nonconvertible Bonds - 17.6%
CONSUMER DISCRETIONARY - 6.0%
Hotels, Restaurants & Leisure - 0.8%
FelCor Lodging LP:
5.625% 3/1/23		2,000,000		1,955,000
6.75% 6/1/19		5,875,000		6,315,625
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (h)		4,000,000		4,140,000
Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (h)		4,500,000		4,668,750
RHP Hotel Properties LP/RHP Finance Co. 5% 4/15/21		2,000,000		1,965,000
Times Square Hotel Trust 8.528% 8/1/26 (h)		8,522,092		10,963,039
				30,007,414
Household Durables - 5.2%
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (h)		10,500,000		10,395,000
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (h)		1,000,000		1,005,000
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)		1,615,000		1,691,713
D.R. Horton, Inc.:
4.75% 5/15/17		2,000,000		2,120,000
5.75% 8/15/23		2,510,000		2,585,300
KB Home:
8% 3/15/20		8,465,000		9,417,313
9.1% 9/15/17		8,115,000		9,524,981
Lennar Corp.:
4.125% 12/1/18		5,520,000		5,513,100
5.6% 5/31/15		6,000,000		6,312,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Lennar Corp.: - continued
6.5% 4/15/16		$ 4,000,000		$ 4,350,000
6.95% 6/1/18		14,280,000		15,993,600
M.D.C. Holdings, Inc. 5.5% 1/15/24		500,000		504,384
M/I Homes, Inc. 8.625% 11/15/18		26,055,000		28,269,675
Meritage Homes Corp.:
7% 4/1/22		7,525,000		8,051,750
7.15% 4/15/20		7,060,000		7,713,050
Ryland Group, Inc.:
6.625% 5/1/20		1,555,000		1,659,963
8.4% 5/15/17		5,420,000		6,260,100
Standard Pacific Corp.:
7% 8/15/15		4,000,000		4,250,000
8.375% 5/15/18		28,983,000		33,982,568
10.75% 9/15/16		8,415,000		10,203,188
Toll Brothers Finance Corp. 5.875% 2/15/22		1,550,000		1,619,750
William Lyon Homes, Inc.:
8.5% 11/15/20		13,595,000		14,682,600
8.5% 11/15/20 (h)		1,955,000		2,111,400
				188,216,435
TOTAL CONSUMER DISCRETIONARY				218,223,849
CONSUMER STAPLES - 0.0%
Food & Staples Retailing - 0.0%
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20		759,804		854,780
FINANCIALS - 10.6%
Diversified Financial Services - 0.4%
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (h)		4,755,000		5,052,188
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
5.875% 2/1/22 (h)		3,680,000		3,647,800
6% 8/1/20 (h)		3,000,000		3,108,750
6% 8/1/20		3,000,000		3,093,750
				14,902,488
Real Estate Investment Trusts - 7.6%
American Tower Corp. 3.4% 2/15/19		1,000,000		1,034,044
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Camden Property Trust 5% 6/15/15		$ 1,100,000		$ 1,159,763
CBL & Associates LP 5.25% 12/1/23		1,000,000		1,031,153
Commercial Net Lease Realty, Inc.:
6.15% 12/15/15		2,526,000		2,755,333
6.25% 6/15/14		8,355,000		8,514,071
CubeSmart LP 4.8% 7/15/22		2,000,000		2,099,572
Developers Diversified Realty Corp.:
5.5% 5/1/15		4,000,000		4,213,788
7.5% 4/1/17		6,000,000		6,984,114
7.5% 7/15/18		8,756,000		10,467,816
7.875% 9/1/20		4,637,000		5,771,906
9.625% 3/15/16		3,836,000		4,474,909
DuPont Fabros Technology LP 5.875% 9/15/21		1,000,000		1,037,500
Equity One, Inc.:
5.375% 10/15/15		3,500,000		3,749,127
6.25% 1/15/17		3,000,000		3,351,852
Equity Residential 5.125% 3/15/16		7,201,000		7,819,681
Health Care Property Investors, Inc.:
5.625% 5/1/17		2,980,000		3,342,025
6% 3/1/15		1,000,000		1,055,717
6% 1/30/17		2,383,000		2,686,089
7.072% 6/8/15		1,500,000		1,616,607
Health Care REIT, Inc.:
3.625% 3/15/16		7,685,000		8,096,801
4.125% 4/1/19		2,000,000		2,129,286
6.2% 6/1/16		2,750,000		3,067,180
Healthcare Realty Trust, Inc.:
3.75% 4/15/23		4,022,000		3,814,336
5.75% 1/15/21		3,095,000		3,393,110
6.5% 1/17/17		2,875,000		3,230,626
Highwoods/Forsyth LP:
3.625% 1/15/23		1,607,000		1,512,353
5.85% 3/15/17		2,800,000		3,102,921
Hospitality Properties Trust:
5% 8/15/22		3,177,000		3,293,958
5.625% 3/15/17		915,000		996,334
7.875% 8/15/14		1,000,000		1,001,994
HRPT Properties Trust:
5.75% 11/1/15		4,826,000		5,025,516
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
HRPT Properties Trust: - continued
6.25% 8/15/16		$ 9,675,000		$ 10,294,655
6.25% 6/15/17		1,055,000		1,133,890
6.65% 1/15/18		4,246,000		4,658,749
iStar Financial, Inc.:
3.875% 7/1/16		2,855,000		2,926,375
5.85% 3/15/17		3,587,000		3,838,090
5.875% 3/15/16		34,260,000		36,658,200
6.05% 4/15/15		14,630,000		15,361,500
7.125% 2/15/18		5,725,000		6,397,688
9% 6/1/17		9,175,000		10,780,625
MPT Operating Partnership LP/MPT Finance Corp.:
6.375% 2/15/22		3,610,000		3,727,325
6.875% 5/1/21		2,000,000		2,130,000
National Retail Properties, Inc. 3.3% 4/15/23		2,000,000		1,871,158
Nationwide Health Properties, Inc. 6% 5/20/15		5,670,000		6,052,504
Omega Healthcare Investors, Inc.:
6.75% 10/15/22		2,115,000		2,284,200
7.5% 2/15/20		1,000,000		1,077,500
Potlatch Corp. 7.5% 11/1/19		1,000,000		1,150,000
Prologis LP:
6.625% 5/15/18		6,480,000		7,611,900
7.625% 7/1/17		4,690,000		5,357,593
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20		2,000,000		2,371,168
Senior Housing Properties Trust:
4.3% 1/15/16		5,000,000		5,210,200
6.75% 4/15/20		13,624,000		15,449,820
6.75% 12/15/21		8,000,000		9,036,848
United Dominion Realty Trust, Inc.:
5.25% 1/15/15		1,000,000		1,039,444
5.25% 1/15/16		4,000,000		4,306,272
				272,555,186
Real Estate Management & Development - 2.6%
BioMed Realty LP 3.85% 4/15/16		2,000,000		2,090,372
Brandywine Operating Partnership LP 7.5% 5/15/15		1,000,000		1,081,074
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
CBRE Group, Inc.:
5% 3/15/23		$ 6,020,000		$ 5,756,625
6.625% 10/15/20		1,205,000		1,290,856
Corporate Office Properties LP 3.6% 5/15/23		5,000,000		4,640,125
ERP Operating LP 5.25% 9/15/14		4,815,000		4,950,692
Host Hotels & Resorts LP 5.25% 3/15/22		2,000,000		2,139,956
Howard Hughes Corp. 6.875% 10/1/21 (h)		7,715,000		8,042,888
Kennedy-Wilson, Inc. 8.75% 4/1/19		20,410,000		22,195,875
Mid-America Apartments LP:
6.05% 9/1/16 (h)		2,500,000		2,765,765
6.25% 6/15/14 (h)		3,094,000		3,155,605
Realogy Corp. 7.875% 2/15/19 (h)		7,085,000		7,722,650
Regency Centers LP:
5.25% 8/1/15		4,509,000		4,778,264
5.875% 6/15/17		400,000		446,955
Ventas Realty LP/Ventas Capital Corp.:
2.7% 4/1/20		3,000,000		2,911,527
3.125% 11/30/15		13,807,000		14,362,235
4% 4/30/19		2,262,000		2,406,820
Wells Operating Partnership II LP 5.875% 4/1/18		3,000,000		3,185,289
				93,923,573
Thrifts & Mortgage Finance - 0.0%
Wrightwood Capital LLC 1.9% 4/20/20 (d)		364,654		692,843
TOTAL FINANCIALS				382,074,090
HEALTH CARE - 0.6%
Health Care Equipment & Supplies - 0.3%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:
6% 10/15/21		1,370,000		1,404,250
7.75% 2/15/19		10,410,000		11,190,750
				12,595,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 0.3%
Sabra Health Care LP/Sabra Capital Corp.:
5.375% 6/1/23		$ 2,795,000		$ 2,725,125
5.5% 2/1/21		7,425,000		7,536,375
				10,261,500
TOTAL HEALTH CARE				22,856,500
INDUSTRIALS - 0.2%
Commercial Services & Supplies - 0.1%
Iron Mountain, Inc. 5.75% 8/15/24		4,235,000		3,959,725
Industrial Conglomerates - 0.1%
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17		3,050,000		3,202,500
TOTAL INDUSTRIALS				7,162,225
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22		3,000,000		3,097,500
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Crown Castle International Corp. 5.25% 1/15/23		4,000,000		3,965,000
TOTAL NONCONVERTIBLE BONDS				638,233,944
TOTAL CORPORATE BONDS (Cost $697,999,846)			743,434,125
Asset-Backed Securities - 3.2%

Capital Trust RE CDO Ltd.:
Series 2005-1A Class D, 1.657% 3/20/50 (h)(i)		2,250,000		95,625
Series 2005-3A Class A2, 5.16% 6/25/35 (h)		264,431		264,431
CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4904% 1/20/37 (h)(i)		357,183		339,324
CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (h)		956,538		946,973
Asset-Backed Securities - continued
		Principal Amount (e)		Value
CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4899% 4/7/52 (h)(i)		$ 3,497,294		$ 3,374,889
Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 (i)		500,000		429,076
Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (h)		556,208		339,565
Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (h)		582,049		585,425
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27		8,802,183		8,552,351
Fairfield Street Solar Corp. Series 2004-1A Class E1, 3.6026% 11/28/39 (h)(i)		598,811		17,964
Green Tree Financial Corp.:
Series 1996-4 Class M1, 7.75% 6/15/27		1,788,179		1,699,280
Series 1997-3 Class M1, 7.53% 3/15/28		7,126,308		5,925,070
GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 2.658% 6/25/35 (i)(k)		483,868		10,762
Guggenheim Structured Real Estate Funding Ltd./Guggenheim Structured Real Estate Funding LLC Series 2005-2A:
Class D, 1.708% 8/26/30 (h)(i)		735,000		718,830
Class E, 2.158% 8/26/30 (h)(i)		1,420,000		954,950
HLSS Servicer Advance Receivables Backed Notes Series 2013-T2 Class D2, 2.388% 5/16/44 (h)		3,000,000		2,969,838
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40		1,044,685		506,672
Merit Securities Corp. Series 13 Class M1, 8.63% 12/28/33 (i)		1,923,000		2,049,803
Mesa West Capital CDO Ltd. Series 2007-1A:
Class A1, 0.418% 2/25/47 (h)(i)		5,391,235		5,291,497
Class A2, 0.448% 2/25/47 (h)(i)		21,240,000		19,997,460
N-Star Real Estate CDO Ltd. Series 1A Class C1B, 7.696% 8/28/38 (h)		899,989		773,990
Newcastle Investment Trust Series 2011-MH1 Class A, 2.45% 12/10/33 (h)		1,508,636		1,522,450
Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.8878% 2/5/36 (h)(i)		3,748,294		375
Wachovia Ltd./Wachovia LLC:
Series 2006-1 Class 1ML, 5.7459% 9/25/26 (h)(i)		2,000,000		1,375,000
Series 2006-1A:
Class A1A, 0.5059% 9/25/26 (h)(i)		741,277		739,795
Class A1B, 0.5759% 9/25/26 (h)(i)		22,506,000		22,055,880
Class A2B, 0.5559% 9/25/26 (h)(i)		394,075		390,922
Class B, 0.6059% 9/25/26 (h)(i)		3,450,000		3,355,125
Asset-Backed Securities - continued
		Principal Amount (e)		Value
Wachovia Ltd./Wachovia LLC: - continued
Series 2006-1A: - continued
Class C, 0.7759% 9/25/26 (h)(i)		$ 7,030,000		$ 6,801,525
Class D, 0.8759% 9/25/26 (h)(i)		2,080,000		1,955,200
Class E, 0.9759% 9/25/26 (h)(i)		2,780,000		2,592,350
Class F, 1.3959% 9/25/26 (h)(i)		3,483,000		3,195,653
Class G, 1.5959% 9/25/26 (h)(i)		1,599,000		1,461,166
Class H, 1.8959% 9/25/26 (h)(i)		1,535,000		1,398,846
Class J, 2.9959% 9/25/26 (h)(i)		1,500,000		1,380,000
Class K, 3.4959% 9/25/26 (h)(i)		2,475,000		2,208,938
Class L, 4.2459% 9/25/26 (h)(i)		1,500,000		1,357,500
Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:
Class A1, 0.5591% 11/21/40 (h)(i)		7,481,136		6,957,457
Class F, 2.1891% 11/21/40 (h)(i)		250,000		50,000
TOTAL ASSET-BACKED SECURITIES (Cost $114,563,877)			114,641,957
Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.3%
COMM pass-thru certificates Series 2007-FL14 Class AJ, 0.34% 6/15/22 (h)(i)		733,704		726,367
Countrywide Home Loans, Inc.:
Series 2002-38 Class B3, 5% 2/25/18 (h)		42,378		1,589
Series 2002-R2 Class 2B3, 3.6513% 7/25/33 (h)(i)		189,945		76,333
Series 2003-40 Class B3, 4.5% 10/25/18 (h)		33,321		1,497
Series 2003-R3 Class B2, 5.5% 11/25/33 (h)		1,161,999		141,872
Series 2004-R1 Class 1B3, 5.5% 11/25/34 (h)(i)		76,089		7,145
FREMF Mortgage Trust:
Series 2010-K6 Class B, 5.3581% 12/25/46 (h)(i)		4,500,000		4,871,462
Series 2010-K7 Class B, 5.4355% 4/25/20 (h)(i)		3,200,000		3,480,656
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)		1,638,628		1,731,910
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.111% 7/10/35 (h)(i)		181,763		192,622
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (h)		18,829		16,675
RESIX Finance Ltd. floater:
Series 2003-D Class B8, 6.661% 12/10/35 (h)(i)		189,090		57,908
Collateralized Mortgage Obligations - continued
		Principal Amount (e)		Value
Private Sponsor - continued
RESIX Finance Ltd. floater: - continued
Series 2004-A Class B7, 4.411% 2/10/36 (h)(i)		$ 200,695		$ 82,924
Series 2004-B Class B7, 4.161% 2/10/36 (h)(i)		248,943		93,398
TOTAL PRIVATE SPONSOR				11,482,358
U.S. Government Agency - 0.0%
Fannie Mae REMIC Trust:
Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (k)		127,400		54,982
Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.1457% 2/25/42 (h)(i)		90,651		49,412
Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.6738% 12/25/42 (i)(k)		197,185		46,241
Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.0928% 6/25/43 (h)(i)		132,346		55,746
Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.1237% 10/25/42 (h)(i)		58,076		31,057
TOTAL U.S. GOVERNMENT AGENCY				237,438
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $11,325,360)			11,719,796
Commercial Mortgage Securities - 13.2%

ACGS Series 2004-1 Class P, 7.4605% 8/1/19 (k)		2,464,147		2,445,186
Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)		2,000,000		2,274,055
Banc of America Commercial Mortgage Trust:
Series 2005-1 Class CJ, 5.2895% 11/10/42 (i)		3,580,000		3,735,197
Series 2005-5 Class D, 5.223% 10/10/45 (i)		4,000,000		4,062,524
Series 2005-6 Class AJ, 5.1841% 9/10/47 (i)		5,000,000		5,307,780
Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.16% 3/15/22 (h)(i)		760,684		573,335
Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.66% 8/15/17 (h)(i)		4,900,000		5,033,770
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.439% 3/11/39 (i)		5,700,000		5,942,735
Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.5794% 4/12/38 (h)(i)		2,520,000		2,682,512
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.91% 8/15/26 (h)(i)		2,500,000		2,502,370
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.1076% 9/10/46 (h)(i)		$ 2,750,000		$ 2,523,925
COMM Mortgage Trust:
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)		4,300,000		3,129,153
Series 2012-CR5 Class D, 4.3351% 12/10/45 (h)(i)		2,000,000		1,908,480
Series 2013-CR10 Class D, 4.958% 8/10/46 (h)(i)		2,000,000		1,825,789
Series 2013-CR12 Class D, 5.086% 10/10/46 (h)(i)		1,500,000		1,369,271
Series 2013-CR9 Class D, 4.403% 7/10/45 (h)		2,000,000		1,724,774
Series 2013-LC6 Class D, 4.2901% 1/10/46 (h)(i)		2,000,000		1,782,110
COMM Mortgage Trust pass-thru certificates floater Series 2006-FL12:
Class AJ, 0.29% 12/15/20 (h)(i)		1,949,031		1,926,584
Class B, 0.33% 12/15/20 (h)(i)		2,599,623		2,563,993
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)		2,789,999		2,698,484
Commercial Mortgage Trust pass-thru certificates:
Series 2005-C6 Class AJ, 5.209% 6/10/44 (i)		5,000,000		5,250,595
Series 2012-CR1:
Class C, 5.3677% 5/15/45 (i)		1,000,000		1,059,763
Class D, 5.3677% 5/15/45 (h)(i)		5,550,000		5,454,218
Series 2012-CR2:
Class D, 4.8579% 8/15/45 (h)(i)		4,500,000		4,446,531
Class E, 4.8579% 8/15/45 (h)(i)		6,000,000		5,670,510
Series 2012-LC4:
Class C, 5.6478% 12/10/44 (i)		2,000,000		2,161,368
Class D, 5.6478% 12/10/44 (h)(i)		8,000,000		7,877,024
Credit Suisse First Boston Mortgage Securities Corp.:
Series 1998-C1 Class F, 6% 5/17/40 (h)		1,696,183		1,812,732
Series 1998-C2 Class F, 6.75% 11/15/30 (h)		2,375,180		2,462,744
DBUBS Mortgage Trust Series 2011-LC1A Class E, 5.5571% 11/10/46 (h)(i)		12,490,000		12,927,425
Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31		358,081		357,755
DLJ Commercial Mortgage Corp. Series 1998-CG1 Class B4, 7.1722% 6/10/31 (h)(i)		91,642		91,620
Extended Stay America Trust:
Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)		500,000		490,161
Series 2013-ESHM Class M, 7.625% 12/5/19 (h)		3,700,694		3,801,018
Freddie Mac:
pass-thru certificates:
Series K011 Class X3, 2.5751% 12/25/43 (i)(j)		12,206,096		1,758,398
Series K012 Class X3, 2.2879% 1/25/41 (i)(j)		21,072,886		2,713,872
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Freddie Mac: - continued
pass-thru certificates: - continued
Series K013 Class X3, 2.7902% 1/25/43 (i)(j)		$ 14,360,000		$ 2,289,530
Series KAIV Class X2, 3.6147% 6/25/46 (i)(j)		7,430,000		1,520,886
G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (h)		723,928		725,376
GMAC Commercial Mortgage Securities, Inc.:
Series 1997-C2 Class G, 6.75% 4/15/29 (i)		794,827		873,652
Series 1999-C3 Class J, 6.974% 8/15/36 (h)		1,500,000		1,532,558
Series 2000-C1 Class K, 7% 3/15/33		31,530		32,152
GS Mortgage Securities Corp. II Series 2010-C1:
Class D, 5.9793% 8/10/43 (h)(i)		4,000,000		4,307,100
Class E, 4% 8/10/43 (h)		3,770,000		3,207,346
GS Mortgage Securities Trust:
Series 2010-C2 Class D, 5.225% 12/10/43 (h)(i)		3,000,000		3,060,978
Series 2011-GC5:
Class C, 5.3074% 8/10/44 (h)(i)		9,000,000		9,663,597
Class D, 5.3074% 8/10/44 (h)(i)		4,000,000		3,994,952
Series 2012-GC6 Class C, 5.638% 1/10/45 (h)(i)		3,600,000		3,895,621
Series 2012-GCJ7:
Class C, 5.7227% 5/10/45 (i)		6,500,000		7,017,280
Class D, 5.7227% 5/10/45 (h)(i)		2,000,000		2,001,818
Series 2013-GC16 Class D, 5.323% 11/10/46 (h)(i)		3,250,000		2,997,515
Hilton U.S.A. Trust Series 2013-HLT Class EFX, 5.2216% 11/5/30 (h)(i)		3,000,000		3,039,243
Invitation Homes Trust floater Series 2013-SFR1:
Class E, 2.814% 12/17/30 (h)(i)		1,500,000		1,504,728
Class F, 3.814% 12/17/30 (h)(i)		1,750,000		1,758,530
JP Morgan Chase Commercial Mortgage Securities Trust floater:
Series 2013-JWMZ Class M, 6.16% 4/15/18 (h)(i)		2,225,379		2,250,202
Series 2013-JWRZ Class E, 3.9% 4/15/30 (h)(i)		3,400,000		3,389,136
JPMorgan Chase Commercial Mortgage Securities Corp.:
Series 2003-C1 Class F, 6.0065% 1/12/37 (h)(i)		1,000,000		1,013,648
Series 2009-IWST:
Class C, 7.4453% 12/5/27 (h)(i)		3,000,000		3,608,499
Class D, 7.4453% 12/5/27 (h)(i)		9,550,000		10,784,681
Series 2010-CNTM Class MZ, 8.5% 8/5/20 (h)		9,000,000		9,458,966
Series 2010-CNTR:
Class D, 6.1838% 8/5/32 (h)(i)		4,500,000		4,936,244
Class XB, 0.9305% 8/5/32 (h)(i)(j)		32,655,000		1,430,704
Series 2012-CBX Class C, 5.1867% 6/16/45 (i)		4,530,000		4,700,225
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
JPMorgan Chase Commercial Mortgage Securities Trust:
floater:
Series 2013-INMZ Class M, 6.1375% 9/15/18 (h)(i)		$ 1,000,000		$ 1,005,841
Series 2013-INN Class E, 4.41% 10/15/30 (h)(i)		2,000,000		2,002,131
Series 2014-FBLU Class E, 3.665% 12/15/28 (i)		2,000,000		2,002,542
Series 2005-LDP5 Class AJ, 5.3211% 12/15/44 (i)		3,470,000		3,674,177
Series 2011-C5 Class C, 5.3144% 8/15/46 (h)(i)		6,525,375		7,002,158
JPMorgan Chase Commercial Mortgage Trust Series 2013-LC11 Class D, 4.2427% 4/15/46 (i)		3,750,000		3,286,800
JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8:
Class G, 6% 7/15/31 (h)		93,196		93,402
Class H, 6% 7/15/31 (h)		1,424,589		911,740
LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (h)		485,459		490,596
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2004-C2 Class E, 4.487% 3/15/36		2,060,000		2,062,167
Series 2005-C3 Class AJ, 4.843% 7/15/40		6,620,000		6,895,915
Series 2005-C7 Class AJ, 5.323% 11/15/40 (i)		8,000,000		8,452,856
Series 2006-C7 Class AM, 5.378% 11/15/38		2,040,000		2,209,196
Series 2004-C7 Class E, 4.918% 10/15/36		5,120,000		5,234,637
Series 2005-C1 Class E, 4.924% 2/15/40		4,000,000		4,060,432
Series 2006-C4:
Class AJ, 5.878% 6/15/38 (i)		7,005,000		7,418,946
Class AM, 5.878% 6/15/38 (i)		6,700,000		7,369,183
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2007-LLFA Class E, 1.06% 6/15/22 (h)(i)		903,630		901,604
LSTAR Commercial Mortgage Trust Series 2011-1:
Class B, 5.3966% 6/25/43 (h)(i)		6,165,000		6,307,431
Class D, 5.3966% 6/25/43 (h)(i)		4,699,000		4,707,743
Mach One Trust LLC Series 2004-1A Class H, 6.2765% 5/28/40 (h)(i)		2,840,000		2,931,448
Merrill Lynch Financial Asset, Inc. Series 2005-CA16:
Class F, 4.384% 7/12/37	CAD	710,000		579,482
Class G, 4.384% 7/12/37	CAD	355,000		285,919
Class H, 4.384% 7/12/37	CAD	236,000		187,580
Class J, 4.384% 7/12/37	CAD	355,000		278,479
Class K, 4.384% 7/12/37	CAD	355,000		274,859
Class L, 4.384% 7/12/37	CAD	236,000		180,360
Class M, 4.384% 7/12/37	CAD	995,000		716,478
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Merrill Lynch Mortgage Investors Trust Series 1999-C1 Class G, 6.71% 11/15/31 (h)		$ 700,736		$ 350,368
Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.6764% 5/12/39 (i)		1,200,000		1,303,997
Mezz Capital Commercial Mortgage Trust:
sequential payer:
Series 2004-C1 Class A, 4.836% 1/15/37 (h)		158,510		158,510
Series 2004-C2 Class A, 5.318% 10/15/40 (h)		8,249,838		7,754,847
Series 2004-C1 Class IO, 8.5904% 1/15/37 (h)(i)(j)		757,945		32,213
Morgan Stanley BAML Trust:
Series 2013-C12 Class D, 4.935% 10/15/46 (h)		3,250,000		2,928,097
Series 2013-C13 Class D, 4.8964% 11/15/46 (h)(i)		2,500,000		2,244,578
Series 2013-C7 Class E, 4.3038% 2/15/46 (h)(i)		1,000,000		807,020
Series 2013-C9 Class D, 4.1604% 5/15/46 (h)(i)		5,000,000		4,321,420
Morgan Stanley Capital I Trust:
sequential payer:
Series 2006-HQ10 Class AM, 5.36% 11/12/41		8,200,000		9,027,347
Series 2012-C4 Class E, 5.5254% 3/15/45 (h)(i)		5,630,000		5,646,310
Series 1997-RR Class F, 7.4283% 4/30/39 (h)(i)		886,427		886,427
Series 1998-CF1 Class G, 7.35% 7/15/32 (h)		2,640,970		2,063,081
Series 2005-HQ5 Class B, 5.272% 1/14/42		2,000,000		2,064,324
Series 2005-HQ6 Class AJ, 5.073% 8/13/42 (i)		2,500,000		2,626,748
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43		7,500,000		8,162,715
Series 2011-C1 Class C, 5.2519% 9/15/47 (h)(i)		4,000,000		4,359,296
Series 2011-C2:
Class D, 5.3058% 6/15/44 (h)(i)		4,610,000		4,801,702
Class E, 5.3058% 6/15/44 (h)(i)		9,600,000		9,868,493
Class F, 5.3058% 6/15/44 (h)(i)		4,440,000		4,002,829
Class XB, 0.4596% 6/15/44 (h)(i)(j)		63,708,222		2,052,870
Series 2011-C3:
Class C, 5.1765% 7/15/49 (h)(i)		2,000,000		2,119,242
Class D, 5.1765% 7/15/49 (h)(i)		7,400,000		7,603,803
Series 2012-C4 Class D, 5.5254% 3/15/45 (h)(i)		6,310,000		6,543,085
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)		4,081,874		5,092,955
RBSCF Trust Series 2010-MB1 Class D, 4.686% 4/15/24 (h)(i)		9,049,000		9,348,965
Salomon Brothers Mortgage Securities VII, Inc. Series 2001-MMA Class E3, 6.5% 2/18/34 (h)(i)		23,452		23,451
SCG Trust Series 2013-SRP1 Class D, 3.5105% 11/15/26 (h)(i)		1,000,000		965,467
TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5649% 8/15/39 (i)		2,080,000		2,215,780
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)		$ 10,630,000		$ 10,861,298
UBS Commercial Mortgage Trust Series 2007-FL1 Class F, 0.735% 7/15/24 (h)(i)		1,200,000		1,080,000
UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49		3,043,674		3,039,193
UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 5.8747% 1/10/45 (h)(i)		3,000,000		3,418,389
Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)		2,540,000		2,870,429
Wachovia Bank Commercial Mortgage Trust:
Series 2004-C10 Class E, 4.931% 2/15/41		2,000,000		1,997,658
Series 2004-C11:
Class D, 5.3772% 1/15/41 (i)		5,177,000		5,283,367
Class E, 5.4272% 1/15/41 (i)		3,785,000		3,853,618
Series 2004-C12 Class D, 5.2885% 7/15/41 (i)		2,750,000		2,782,590
Series 2004-C14 Class B, 5.17% 8/15/41		3,180,000		3,234,181
Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.7789% 10/15/45 (h)(i)		9,999,000		9,450,165
WF-RBS Commercial Mortgage Trust:
Series 2011-C3:
Class C, 5.335% 3/15/44 (h)		4,900,000		5,245,455
Class D, 5.5481% 3/15/44 (h)(i)		1,000,000		1,029,096
Class E, 5% 3/15/44 (h)		3,000,000		2,674,524
Series 2011-C5 Class F, 5.25% 11/15/44 (h)(i)		3,000,000		2,702,016
Series 2012-C10 Class E, 4.4601% 12/15/45 (h)(i)		4,090,000		3,271,538
Series 2012-C7 Class D, 4.8477% 6/15/45 (h)(i)		2,380,000		2,369,785
Series 2013-C11:
Class D, 4.1841% 3/15/45 (h)(i)		5,830,000		5,118,501
Class E, 4.1841% 3/15/45 (h)(i)		4,780,000		3,803,303
Series 2013-C13 Class D, 4.2791% 5/15/45 (h)(i)		4,000,000		3,462,248
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $436,709,785)			477,790,324
Bank Loan Obligations - 8.6%

CONSUMER DISCRETIONARY - 2.1%
Hotels, Restaurants & Leisure - 1.9%
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (i)		11,500,000		11,615,000
Cedar Fair LP Tranche B, term loan 3.25% 3/6/20 (i)		2,760,267		2,760,267
Bank Loan Obligations - continued
		Principal Amount (e)		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (i)		$ 1,795,000		$ 1,817,438
Cooper Hotel Group REL 12% 11/6/17		13,321,478		13,987,552
Extended Stay America, Inc. REL 9.625% 12/1/19		2,365,741		2,431,981
Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (i)		510,000		521,475
Hilton Worldwide Finance, LLC Tranche B, term loan 3.75% 10/25/20 (i)		9,457,895		9,517,007
La Quinta:
Tranche A, term loan 11.375% 7/6/14 (i)		7,990,026		8,049,951
Tranche B, term loan 11.375% 7/6/14 (i)		5,992,520		6,037,464
Tranche D, term loan 14.9% 7/6/14 (i)		12,000,000		12,150,000
				68,888,135
Multiline Retail - 0.1%
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (i)		3,517,325		3,407,409
Specialty Retail - 0.1%
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (i)		5,301,450		5,361,091
TOTAL CONSUMER DISCRETIONARY				77,656,635
CONSUMER STAPLES - 0.1%
Food & Staples Retailing - 0.1%
Albertson's LLC Tranche B 1LN, term loan 4.25% 3/21/16 (i)		5,149,125		5,187,743
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Panda Sherman Power, LLC term loan 9% 9/14/18 (i)		7,200,000		7,362,000
Panda Temple Power, LLC term loan 7.25% 4/3/19 (i)		8,580,000		8,826,675
				16,188,675
FINANCIALS - 4.1%
Diversified Financial Services - 1.4%
Blackstone REL 10% 10/1/17		17,414,871		17,763,169
BRE Select Hotels Corp. REL 5.91% 5/9/18 (i)		12,235,818		12,345,940
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (i)		5,417,775		5,424,547
Pilot Travel Centers LLC:
Tranche B 2LN, term loan 4.25% 8/7/19 (i)		7,171,905		7,235,018
Bank Loan Obligations - continued
		Principal Amount (e)		Value
FINANCIALS - continued
Diversified Financial Services - continued
Pilot Travel Centers LLC: - continued
Tranche B, term loan 3.75% 3/30/18 (i)		$ 6,616,664		$ 6,641,808
SBA Senior Finance, Inc. Tranche B, term loan 3.75% 6/30/18 (i)		1,083,174		1,087,236
				50,497,718
Real Estate Investment Trusts - 1.0%
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17 (i)		32,355,790		32,477,124
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/10/20 (i)		5,303,205		5,306,520
				37,783,644
Real Estate Management & Development - 1.6%
CBRE Group, Inc. Tranche B, term loan 2.9202% 3/28/21 (i)		4,491,063		4,496,676
CityCenter REL 8.75% 7/12/14 (i)		3,307,347		3,307,347
Equity Inns Reality LLC:
Tranche A, term loan 11% 11/4/14 (i)		8,734,898		8,734,898
Tranche B 2LN, term loan 8.05% 11/4/14 (i)		15,000,000		14,925,000
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (i)		910,342		908,066
Realogy Group LLC Tranche B, term loan 4.5% 3/5/20 (i)		27,204,425		27,340,447
				59,712,434
Thrifts & Mortgage Finance - 0.1%
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (i)		1,952,750		1,967,396
TOTAL FINANCIALS				149,961,192
HEALTH CARE - 0.3%
Health Care Providers & Services - 0.3%
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (i)		2,111,164		2,132,276
Tranche E, term loan 3.4869% 1/25/17 (i)		792,083		796,044
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (i)		7,040,067		7,040,067
				9,968,387
Bank Loan Obligations - continued
		Principal Amount (e)		Value
INDUSTRIALS - 0.4%
Construction & Engineering - 0.4%
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (i)		$ 13,064,696		$ 12,852,395
TELECOMMUNICATION SERVICES - 0.4%
Wireless Telecommunication Services - 0.4%
Crown Castle Operating Co.:
Tranche A, term loan 2.1595% 1/31/19 (i)		4,610,909		4,576,327
Tranche B 2LN, term loan 3.25% 1/31/21 (i)		9,166,854		9,166,854
SBA Senior Finance II, LLC term loan 3.75% 9/28/19 (i)		1,226,177		1,230,776
				14,973,957
UTILITIES - 0.7%
Electric Utilities - 0.4%
EquiPower Resources Holdings LLC:
Tranche B 1LN, term loan 4.25% 12/21/18 (i)		4,980,532		4,999,209
Tranche C, term loan 4.25% 12/31/19 (i)		1,154,613		1,158,943
Essential Power LLC Tranche B, term loan 4.25% 8/8/19 (i)		3,415,526		3,372,832
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (i)		4,670,652		4,717,359
				14,248,343
Independent Power Producers & Energy Traders - 0.3%
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (i)		2,000,000		2,020,000
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (i)		8,955,000		8,977,388
				10,997,388
TOTAL UTILITIES				25,245,731
TOTAL BANK LOAN OBLIGATIONS (Cost $309,431,103)			312,034,715

Preferred Securities - 0.0%
	Principal Amount (e)		Value
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (h)	$ 500,000		$ 25,000
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (h)	1,220,000		731,756
			756,756
TOTAL PREFERRED SECURITIES (Cost $1,295,562)		756,756
Money Market Funds - 7.1%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	236,090,254		236,090,254
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	20,891,200		20,891,200
TOTAL MONEY MARKET FUNDS (Cost $256,981,454)		256,981,454
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $3,477,049,455)			3,622,463,956
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(3,435,353)
NET ASSETS - 100%		$ 3,619,028,603

Currency Abbreviations
CAD	-	Canadian dollar

Legend

(a) Non-income producing

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

(d) Non-income producing - Security is in default.

(e) Amount is stated in United States dollars unless otherwise noted.

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

(g) Affiliated company

(h) 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 $532,909,778 or 14.7% of net assets.

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

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(k) 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 $2,557,171 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
ACGS Series 2004-1 Class P, 7.4605% 8/1/19	2/17/11	$ 2,386,192
Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41	5/21/03	$ 110,400
Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.6738% 12/25/42	3/25/03	$ 117,243
GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 2.658% 6/25/35	6/3/05	$ 426,872

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	$ 112,417
Fidelity Securities Lending Cash Central Fund	51,779
Total	$ 164,196

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	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Acadia Realty Trust (SBI)	$ 67,194,255	$ 11,954,788	$ -	$ 1,139,187	$ 78,517,042
Arbor Realty Trust, Inc.	21,107,288	385,621	-	735,079	19,614,365
Arbor Realty Trust, Inc. Series A, 8.25%	4,748,025	-	-	194,998	4,731,007
Arbor Realty Trust, Inc. Series B, 7.75%	5,901,600	-	-	260,922	5,577,600
Terreno Realty Corp.	22,091,704	1,163,665	-	247,456	21,935,732
Terreno Realty Corp. Series A, 7.75%	5,523,887	-	-	207,012	5,419,178
Total	$ 126,566,759	$ 13,504,074	$ -	$ 2,784,654	$ 135,794,924

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 11,209,742	$ 4,084,639	$ -	$ 7,125,103
Financials	1,670,813,631	1,651,183,943	17,270,164	2,359,524
Health Care	23,081,456	23,081,456	-	-
Corporate Bonds	743,434,125	-	742,730,282	703,843
Asset-Backed Securities	114,641,957	-	103,200,803	11,441,154
Collateralized Mortgage Obligations	11,719,796	-	10,827,070	892,726
Commercial Mortgage Securities	477,790,324	-	457,011,752	20,778,572
Bank Loan Obligations	312,034,715	-	213,152,836	98,881,879
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Preferred Securities	$ 756,756	$ -	$ -	$ 756,756
Money Market Funds	256,981,454	256,981,454	-	-
Total Investments in Securities:	$ 3,622,463,956	$ 1,935,331,492	$ 1,544,192,907	$ 142,939,557

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Bank Loan Obligations
Beginning Balance	$ 105,573,756
Net Realized Gain (Loss) on Investment Securities	139,910
Net Unrealized Gain (Loss) on Investment Securities	(312,910)
Cost of Purchases	-
Proceeds of Sales	(14,485,408)
Amortization/Accretion	120,331
Transfers into Level 3	7,846,200
Transfers out of Level 3	-
Ending Balance	$ 98,881,879
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ (240,379)
Other Investments in Securities
Beginning Balance	$ 53,636,499
Net Realized Gain (Loss) on Investment Securities	(4,353,032)
Net Unrealized Gain (Loss) on Investment Securities	8,546,728
Cost of Purchases	88,093
Proceeds of Sales	(16,246,119)
Amortization/Accretion	775,156
Transfers into Level 3	1,610,353
Transfers out of Level 3	-
Ending Balance	$ 44,057,678
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ 4,190,797

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

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	0.2%
AAA,AA,A	6.3%
BBB	12.6%
BB	7.1%
B	11.3%
CCC,CC,C	1.1%
D	0.0%
Not Rated	7.2%
Equities	47.2%
Short-Term Investments and Net Other Assets	7.0%
	100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014

Assets
Investment in securities, at value (including securities loaned of $20,331,466) - See accompanying schedule: Unaffiliated issuers (cost $3,095,831,819)	$ 3,229,687,578
Fidelity Central Funds (cost $256,981,454)	256,981,454
Other affiliated issuers (cost $124,236,182)	135,794,924
Total Investments (cost $3,477,049,455)		$ 3,622,463,956
Cash		177,656
Foreign currency held at value (cost $26,790)		26,790
Receivable for investments sold		2,575,220
Receivable for fund shares sold		7,147,022
Dividends receivable		2,121,746
Interest receivable		20,816,964
Distributions receivable from Fidelity Central Funds		24,693
Prepaid expenses		9,889
Other receivables		17,882
Total assets		3,655,381,818

Liabilities
Payable for investments purchased	$ 7,900,773
Payable for fund shares redeemed	4,791,135
Accrued management fee	1,649,185
Distribution and service plan fees payable	247,727
Other affiliated payables	779,303
Other payables and accrued expenses	93,892
Collateral on securities loaned, at value	20,891,200
Total liabilities		36,353,215

Net Assets		$ 3,619,028,603
Net Assets consist of:
Paid in capital		$ 3,435,036,362
Undistributed net investment income		6,477,583
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		32,070,491
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		145,444,167
Net Assets		$ 3,619,028,603

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($355,453,815 ÷ 31,521,417 shares)		$ 11.28

Maximum offering price per share (100/96.00 of $11.28)		$ 11.75
Class T: Net Asset Value and redemption price per share ($40,688,117 ÷ 3,606,441 shares)		$ 11.28

Maximum offering price per share (100/96.00 of $11.28)		$ 11.75
Class C: Net Asset Value and offering price per share ($203,247,553 ÷ 18,142,682 shares)^A		$ 11.20

Real Estate Income: Net Asset Value, offering price and redemption price per share ($2,449,423,569 ÷ 216,361,475 shares)		$ 11.32


Institutional Class: Net Asset Value, offering price and redemption price per share ($570,215,549 ÷ 50,479,749 shares)		$ 11.30

^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 January 31, 2014

Investment Income
Dividends (including $2,784,654 earned from other affiliated issuers)		$ 42,607,621
Interest		58,626,091
Income from Fidelity Central Funds		164,196
Total income		101,397,908

Expenses
Management fee	$ 10,344,132
Transfer agent fees	4,172,392
Distribution and service plan fees	1,500,004
Accounting and security lending fees	661,409
Custodian fees and expenses	28,688
Independent trustees' compensation	8,262
Registration fees	81,774
Audit	81,621
Legal	9,140
Miscellaneous	13,304
Total expenses before reductions	16,900,726
Expense reductions	(47,615)	16,853,111
Net investment income (loss)		84,544,797
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	68,647,294
Other affiliated issuers	205,800
Foreign currency transactions	(193)
Total net realized gain (loss)		68,852,901
Change in net unrealized appreciation (depreciation) on: Investment securities	(93,123,709)
Assets and liabilities in foreign currencies	4,459
Total change in net unrealized appreciation (depreciation)		(93,119,250)
Net gain (loss)		(24,266,349)
Net increase (decrease) in net assets resulting from operations		$ 60,278,448

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 84,544,797	$ 172,485,619
Net realized gain (loss)	68,852,901	73,494,885
Change in net unrealized appreciation (depreciation)	(93,119,250)	61,789,333
Net increase (decrease) in net assets resulting from operations	60,278,448	307,769,837
Distributions to shareholders from net investment income	(117,334,715)	(159,910,438)
Distributions to shareholders from net realized gain	(78,297,305)	(51,534,162)
Total distributions	(195,632,020)	(211,444,600)
Share transactions - net increase (decrease)	(368,997,866)	1,340,100,515
Redemption fees	312,459	782,946
Total increase (decrease) in net assets	(504,038,979)	1,437,208,698

Net Assets
Beginning of period	4,123,067,582	2,685,858,884
End of period (including undistributed net investment income of $6,477,583 and undistributed net investment income of $39,267,501, respectively)	$ 3,619,028,603	$ 4,123,067,582

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.67	$ 11.26	$ 10.73	$ 9.94	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.24	.54	.52	.53	.18
Net realized and unrealized gain (loss)	(.05)	.60	.61	.76	(.04)
Total from investment operations	.19	1.14	1.13	1.29	.14
Distributions from net investment income	(.35)	(.53)	(.51)	(.50)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.58) ^L	(.73)	(.60) ^K	(.50)	(.15)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.28	$ 11.67	$ 11.26	$ 10.73	$ 9.94
Total Return ^{B, C, D}	1.84%	10.45%	11.24%	13.27%	1.46%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.06% ^A	1.08%	1.12%	1.13%	1.09% ^A
Expenses net of fee waivers, if any	1.06% ^A	1.08%	1.12%	1.13%	1.09% ^A
Expenses net of all reductions	1.06% ^A	1.07%	1.11%	1.12%	1.09% ^A
Net investment income (loss)	4.35% ^A	4.62%	4.89%	5.00%	6.23% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 355,454	$ 378,269	$ 137,352	$ 60,283	$ 3,830
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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 April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

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

^K Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

^L Total distributions of $.58 per share is comprised of distributions from net investment income of $.346 and distributions from net realized gain of $.236 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.67	$ 11.26	$ 10.72	$ 9.94	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.24	.54	.52	.52	.17
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	(.03)
Total from investment operations	.19	1.14	1.14	1.28	.14
Distributions from net investment income	(.34)	(.53)	(.50)	(.50)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.58)	(.73)	(.60)	(.50)	(.15)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.28	$ 11.67	$ 11.26	$ 10.72	$ 9.94
Total Return ^{B, C, D}	1.81%	10.42%	11.33%	13.11%	1.45%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.08% ^A	1.08%	1.11%	1.16%	1.17% ^A
Expenses net of fee waivers, if any	1.07% ^A	1.08%	1.11%	1.16%	1.17% ^A
Expenses net of all reductions	1.07% ^A	1.08%	1.11%	1.16%	1.17% ^A
Net investment income (loss)	4.33% ^A	4.61%	4.90%	4.96%	5.92% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 40,688	$ 46,198	$ 26,143	$ 7,626	$ 862
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

^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 C

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.59	$ 11.20	$ 10.67	$ 9.93	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.20	.45	.44	.45	.15
Net realized and unrealized gain (loss)	(.06)	.60	.62	.74	(.03)
Total from investment operations	.14	1.05	1.06	1.19	.12
Distributions from net investment income	(.30)	(.46)	(.43)	(.45)	(.14)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.53) ^K	(.66)	(.53)	(.45)	(.14)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.20	$ 11.59	$ 11.20	$ 10.67	$ 9.93
Total Return ^{B, C, D}	1.40%	9.66%	10.49%	12.25%	1.29%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Expenses net of fee waivers, if any	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Expenses net of all reductions	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Net investment income (loss)	3.62% ^A	3.88%	4.14%	4.23%	5.21% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 203,248	$ 204,012	$ 52,780	$ 21,555	$ 836
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

^K Total distributions of $.53 per share is comprised of distributions from net investment income of $.297 and distributions from net realized gain of $.236 per share.

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

Semiannual Report

Financial Highlights - Real Estate Income

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.71	$ 11.29	$ 10.75	$ 9.95	$ 8.21	$ 9.43
Income from Investment Operations
Net investment income (loss)^D	.26	.57	.54	.55	.53	.54
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	1.73	(1.27)
Total from investment operations	.21	1.17	1.16	1.31	2.26	(.73)
Distributions from net investment income	(.36)	(.55)	(.52)	(.51)	(.52)	(.50)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-	-
Total distributions	(.60)	(.75)	(.62)	(.51)	(.52)	(.50)
Redemption fees added to paid in capital^D	-^H	-^H	-^H	-^H	-^H	.01
Net asset value, end of period	$ 11.32	$ 11.71	$ 11.29	$ 10.75	$ 9.95	$ 8.21
Total Return^{B, C}	1.97%	10.71%	11.50%	13.41%	28.29%	(6.92)%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.83%^A	.84%	.90%	.92%	.97%	1.00%
Expenses net of fee waivers, if any	.83%^A	.84%	.89%	.92%	.96%	1.00%
Expenses net of all reductions	.83%^A	.84%	.89%	.92%	.96%	1.00%
Net investment income (loss)	4.58%^A	4.85%	5.12%	5.21%	5.60%	7.15%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,449,424	$ 2,884,545	$ 2,252,149	$ 1,660,063	$ 1,030,393	$ 463,269
Portfolio turnover rate^F	18%^A	26%	27%	25%	28%	47%

^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.

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.69	$ 11.28	$ 10.74	$ 9.95	$ 9.95
Income from Investment Operations
Net investment income (loss) ^D	.26	.57	.55	.55	.19
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	(.04)
Total from investment operations	.21	1.17	1.17	1.31	.15
Distributions from net investment income	(.36)	(.56)	(.53)	(.52)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.60)	(.76)	(.63)	(.52)	(.15)
Redemption fees added to paid in capital ^{D, I}	-	-	-	-	-
Net asset value, end of period	$ 11.30	$ 11.69	$ 11.28	$ 10.74	$ 9.95
Total Return ^{B, C}	2.00%	10.72%	11.62%	13.44%	1.58%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.78% ^A	.80%	.84%	.89%	.85% ^A
Expenses net of fee waivers, if any	.78% ^A	.80%	.84%	.89%	.85% ^A
Expenses net of all reductions	.78% ^A	.80%	.84%	.89%	.85% ^A
Net investment income (loss)	4.63% ^A	4.89%	5.17%	5.24%	6.70% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 570,216	$ 610,045	$ 217,435	$ 43,282	$ 2,930
Portfolio turnover rate ^F	18% ^A	26%	27%	25%	28%

^A Annualized

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

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

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

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

^G For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014

1. Organization.

Fidelity® Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (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, Real Estate Income and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. Corporate bonds, bank loan obligations and preferred securities, are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities, are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Independent prices obtained from a single source or broker are evaluated by management and may be categorized as Level 3 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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

Asset Type	Fair Value at 01/31/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Asset-Backed Securities	$ 924,990	Discounted cash flow	Yield	7.5%-10.0%/8.4%	Decrease
Bank Loan Obligations	$ 29,640,839	Discounted cash flow	Yield	8.8%-10.8%/10.4%	Decrease
		Replacement cost	Transaction price	$100.90	Increase
Collateralized Mortgage Obligations	$ 891,136	Discounted cash flow	Yield	6.5%-35%/12.2%	Decrease
Commercial Mortgage Securities	$ 3,716,416	Discounted cash flow	Yield	11.0%	Decrease
		Market comparable	Spread	13.5%	Decrease
			Quoted price	$90.00	Increase

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type	Fair Value at 01/31/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 7,125,103	Adjusted book value	Book value multiple	1.3	Increase
Corporate Bonds	$ 692,843	Discounted cash flow	Discount rate	25.0%	Decrease
Preferred Securities	$ 731,756	Discounted cash flow	Yield	15.0%	Decrease

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income 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. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis over the remaining life of the security, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. 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.

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

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, equity-debt classifications 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	$ 261,973,727
Gross unrealized depreciation	(117,905,442)
Net unrealized appreciation (depreciation) on securities and other investments	$ 144,068,285

Tax cost	$ 3,478,395,671

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

Semiannual Report

3. Significant Accounting Policies - continued

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $317,023,796 and $772,955,350, respectively.

5. Fees and Other Transactions with Affiliates.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services.

Semiannual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 454,209	$ 12,764
Class T	-%	.25%	52,628	-
Class C	.75%	.25%	993,167	533,131
			$ 1,500,004	$ 545,895

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and 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 and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 38,619
Class T	5,145
Class C*	49,275
	$ 93,039

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

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 390,160	.21
Class T	47,875	.23
Class C	192,786	.19
Real Estate Income	3,006,569	.23
Institutional Class	535,002	.18
	$ 4,172,392

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $13,995 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,297 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements - continued

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. 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 $51,779, including $155 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $30,140 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $863.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $16,612.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Class A	$ 11,089,113	$ 10,238,777
Class T	1,257,109	1,523,114
Class C	5,232,131	4,241,554
Real Estate Income	80,991,698	126,726,805
Institutional Class	18,764,664	17,180,188
Total	$ 117,334,715	$ 159,910,438

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended January 31, 2014	Year ended July 31, 2013
From net realized gain
Class A	$ 7,591,572	$ 2,837,075
Class T	874,881	506,062
Class C	4,152,798	1,181,312
Real Estate Income	53,508,403	42,729,814
Institutional Class	12,169,651	4,279,899
Total	$ 78,297,305	$ 51,534,162

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Class A
Shares sold	6,891,371	25,244,691	$ 77,762,538	$ 296,851,509
Reinvestment of distributions	1,384,858	900,102	15,227,597	10,299,964
Shares redeemed	(9,173,932)	(5,925,325)	(103,204,503)	(69,436,144)
Net increase (decrease)	(897,703)	20,219,468	$ (10,214,368)	$ 237,715,329
Class T
Shares sold	513,884	2,730,063	$ 5,800,119	$ 31,978,463
Reinvestment of distributions	166,394	132,742	1,830,121	1,515,681
Shares redeemed	(1,032,143)	(1,226,451)	(11,629,761)	(14,137,454)
Net increase (decrease)	(351,865)	1,636,354	$ (3,999,521)	$ 19,356,690
Class C
Shares sold	3,705,442	14,157,408	$ 41,516,419	$ 165,598,758
Reinvestment of distributions	659,669	375,304	7,210,508	4,279,651
Shares redeemed	(3,829,823)	(1,637,958)	(42,865,936)	(19,029,492)
Net increase (decrease)	535,288	12,894,754	$ 5,860,991	$ 150,848,917
Real Estate Income
Shares sold	29,545,525	123,727,906	$ 334,111,630	$ 1,450,014,694
Reinvestment of distributions	10,885,612	13,299,047	120,139,377	151,923,311
Shares redeemed	(70,321,845)	(90,180,888)	(795,863,350)	(1,057,830,249)
Net increase (decrease)	(29,890,708)	46,846,065	$ (341,612,343)	$ 544,107,756

Semiannual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Institutional Class
Shares sold	14,673,120	42,960,747	$ 165,980,345	$ 506,030,603
Reinvestment of distributions	1,839,876	1,337,082	20,256,563	15,315,413
Shares redeemed	(18,220,990)	(11,392,454)	(205,269,533)	(133,274,193)
Net increase (decrease)	(1,707,994)	32,905,375	$ (19,032,625)	$ 388,071,823

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of January 31, 2014, and the related statement of operations for the six months then ended, the statements of changes in net assets for the six months ended January 31, 2014 and for the year ended July 31, 2013, and the financial highlights for the six months ended January 31, 2014 and for each of the five years in the period endedJuly 31, 2013. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2014, by correspondence with the custodians, agent banks and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of January 31, 2014, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2014 and for the year ended July 31, 2013, and the financial highlights for the six months ended January 31, 2014 and for each of the five years in the period ended July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 24, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

REII-USAN-0314
1.907543.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Real Estate Income
Fund - Class A, Class T, and Class C

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Class A, Class T, and
Class C are classes of Fidelity® Real Estate Income Fund

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.06%
Actual		$ 1,000.00	$ 1,018.40	$ 5.39
Hypothetical^A		$ 1,000.00	$ 1,019.86	$ 5.40
Class T	1.07%
Actual		$ 1,000.00	$ 1,018.10	$ 5.44
Hypothetical^A		$ 1,000.00	$ 1,019.81	$ 5.45
Class C	1.79%
Actual		$ 1,000.00	$ 1,014.00	$ 9.09
Hypothetical^A		$ 1,000.00	$ 1,016.18	$ 9.10
Real Estate Income	.83%
Actual		$ 1,000.00	$ 1,019.70	$ 4.23
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Institutional Class	.78%
Actual		$ 1,000.00	$ 1,020.00	$ 3.97
Hypothetical^A		$ 1,000.00	$ 1,021.27	$ 3.97

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
MFA Financial, Inc.	3.0	2.5
Equity Lifestyle Properties, Inc.	2.7	2.1
Acadia Realty Trust (SBI)	2.2	1.6
Ventas, Inc.	1.7	1.5
Mid-America Apartment Communities, Inc.	1.1	0.9
	10.7
Top 5 Bonds as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
iStar Financial, Inc. 5.875% 3/15/16	1.0	0.9
Standard Pacific Corp. 8.375% 5/15/18	0.9	0.8
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17	0.9	0.9
Annaly Capital Management, Inc. 5% 5/15/15	0.9	0.8
M/I Homes, Inc. 8.625% 11/15/18	0.8	0.7
	4.5
Top Five REIT Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Mortgage	16.0	15.3
REITs - Management/Investment	8.9	8.9
REITs - Shopping Centers	6.1	5.3
REITs - Health Care Facilities	6.1	6.2
REITs - Apartments	5.0	5.1

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Common Stocks 31.6%			Common Stocks 32.7%
	Preferred Stocks 14.5%			Preferred Stocks 12.8%
	Bonds 34.3%			Bonds 33.2%
	Convertible Securities 4.0%			Convertible Securities 3.8%
	Other Investments 8.6%			Other Investments 11.0%
	Short-Term Investments and Net Other Assets (Liabilities) 7.0%			Short-Term Investments and Net Other Assets (Liabilities) 6.5%
* Foreign investments		3.2%	** Foreign investments		3.4%

eli1084642

Semiannual Report

Investments January 31, 2014

Showing Percentage of Net Assets

Common Stocks - 31.6%
	Shares		Value
CONSUMER DISCRETIONARY - 0.2%
Household Durables - 0.2%
Stanley Martin Communities LLC Class B (a)	4,620		$ 7,125,103
FINANCIALS - 30.7%
Capital Markets - 0.3%
Ellington Financial LLC	519,500		12,296,565
Real Estate Investment Trusts - 29.7%
Acadia Realty Trust (SBI) (g)	3,085,149		78,517,042
AG Mortgage Investment Trust, Inc.	628,800		10,431,792
American Residential Properties, Inc. (f)	314,046		5,809,851
American Tower Corp.	184,300		14,906,184
Anworth Mortgage Asset Corp.	1,420,710		6,663,130
Apartment Investment & Management Co. Class A	1,317,300		36,844,881
Arbor Realty Trust, Inc. (g)	2,855,075		19,614,365
Associated Estates Realty Corp.	447,708		7,149,897
AvalonBay Communities, Inc.	227,000		28,034,500
BioMed Realty Trust, Inc.	1,166,500		22,758,415
Blackstone Mortgage Trust, Inc.	75,200		2,110,112
Boardwalk (REIT)	126,200		6,628,687
Canadian (REIT)	131,600		5,024,136
CBL & Associates Properties, Inc.	2,224,773		37,798,893
Cedar Shopping Centers, Inc.	1,208,910		7,628,222
Chambers Street Properties (f)	786,493		6,087,456
Chartwell Retirement Residence	459,700		4,395,785
Chartwell Retirement Residence (h)	78,500		750,640
CYS Investments, Inc.	2,004,739		15,877,533
Douglas Emmett, Inc.	829,400		21,091,642
DuPont Fabros Technology, Inc.	110,400		2,869,296
Dynex Capital, Inc.	1,989,943		16,038,941
EastGroup Properties, Inc.	181,500		10,770,210
Ellington Residential Mortgage REIT	260,000		4,204,200
Equity Lifestyle Properties, Inc.	2,451,560		96,370,824
Equity Residential (SBI)	346,100		19,167,018
Excel Trust, Inc.	1,365,628		15,581,815
Extra Space Storage, Inc.	210,300		9,602,298
First Potomac Realty Trust	1,381,615		18,043,892
Glimcher Realty Trust	869,300		7,441,208
H&R REIT/H&R Finance Trust	284,100		5,395,030
Hatteras Financial Corp.	525,200		9,422,088
Highwoods Properties, Inc. (SBI)	245,000		9,099,300
Lexington Corporate Properties Trust	3,229,689		34,912,938
Liberty Property Trust (SBI)	122,600		4,462,640
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
LTC Properties, Inc.	444,013		$ 16,850,293
MFA Financial, Inc.	14,796,493		107,866,417
Mid-America Apartment Communities, Inc.	623,700		40,253,598
Monmouth Real Estate Investment Corp. Class A	707,690		6,539,056
National Retail Properties, Inc.	173,700		5,766,840
Newcastle Investment Corp.	2,318,100		12,610,464
NorthStar Realty Finance Corp. (f)	410,200		5,984,818
Piedmont Office Realty Trust, Inc. Class A	719,200		11,989,064
Prologis, Inc.	876,287		33,964,884
Redwood Trust, Inc. (f)	766,700		14,337,290
Retail Properties America, Inc.	463,550		6,114,225
Select Income (REIT)	416,600		11,498,160
Senior Housing Properties Trust (SBI)	911,300		20,522,476
Simon Property Group, Inc.	166,900		25,842,796
Stag Industrial, Inc.	611,469		13,122,125
Summit Hotel Properties, Inc.	403,700		3,596,967
Terreno Realty Corp. (g)	1,270,164		21,935,732
Two Harbors Investment Corp.	1,644,280		16,163,272
Ventas, Inc.	978,446		61,045,246
Washington REIT (SBI)	426,700		9,942,110
Weyerhaeuser Co.	635,300		18,982,764
WP Carey, Inc.	121,800		7,195,944
			1,073,629,402
Real Estate Management & Development - 0.7%
Brookfield Asset Management, Inc. Class A (f)	257,600		9,783,596
Kennedy-Wilson Holdings, Inc.	664,021		15,949,784
			25,733,380
TOTAL FINANCIALS			1,111,659,347
HEALTH CARE - 0.7%
Health Care Providers & Services - 0.7%
Brookdale Senior Living, Inc. (a)	251,900		6,917,174
Emeritus Corp. (a)	733,074		16,164,282
			23,081,456
TOTAL COMMON STOCKS (Cost $1,066,641,469)		1,141,865,906
Preferred Stocks - 15.6%
	Shares		Value
Convertible Preferred Stocks - 1.1%
FINANCIALS - 1.1%
Real Estate Investment Trusts - 1.1%
Alexandria Real Estate Equities, Inc. Series D 7.00%	95,000		$ 2,493,750
CommonWealth REIT 6.50%	396,216		8,597,887
Excel Trust, Inc. 7.00% (h)	248,200		5,974,174
Health Care REIT, Inc. Series I, 6.50%	46,800		2,549,140
Lexington Corporate Properties Trust Series C, 6.50%	391,173		17,888,341
Ramco-Gershenson Properties Trust (SBI) Series D, 7.25%	40,000		2,351,600
Weyerhaeuser Co. Series A, 6.375%	20,000		1,072,500
			40,927,392
Nonconvertible Preferred Stocks - 14.5%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Red Lion Hotels Capital Trust 9.50%	157,952		4,084,639
FINANCIALS - 14.4%
Capital Markets - 0.1%
Arlington Asset Investment Corp. 6.625%	182,517		3,938,717
Real Estate Investment Trusts - 14.2%
AG Mortgage Investment Trust, Inc. 8.00%	324,817		7,262,908
American Capital Agency Corp. 8.00%	200,000		5,102,000
American Home Mortgage Investment Corp.:
Series A, 9.375% (a)	120,300		12
Series B, 9.25% (a)	124,100		12
American Homes 4 Rent:
Series A, 5.00%	190,000		4,651,200
Series B, 5.00%	120,000		2,946,000
American Realty Capital Properties, Inc. Series F, 6.70%	164,000		3,509,600
Annaly Capital Management, Inc.:
Series A, 7.875%	134,900		3,394,084
Series C, 7.625%	77,837		1,790,251
Series D, 7.50%	213,116		4,850,520
Anworth Mortgage Asset Corp. Series A, 8.625%	309,630		7,647,861
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%	375,101		9,400,031
Apollo Residential Mortgage, Inc. Series A, 8.00%	279,276		6,364,700
Arbor Realty Trust, Inc.:
Series A, 8.25% (g)	189,089		4,731,007
Series B, 7.75% (g)	240,000		5,577,600
Armour Residential REIT, Inc. Series B, 7.875%	153,654		3,363,486
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Ashford Hospitality Trust, Inc.:
Series D, 8.45%	47,000		$ 1,177,820
Series E, 9.00%	85,751		2,230,384
Boston Properties, Inc. 5.25%	10,915		222,884
Campus Crest Communities, Inc. Series A, 8.00%	248,431		6,210,775
Capstead Mortgage Corp. Series E, 7.50%	202,984		4,855,377
CBL & Associates Properties, Inc.:
Series D, 7.375%	289,876		6,977,315
Series E, 6.625%	95,000		2,128,950
Cedar Shopping Centers, Inc. Series B, 7.25%	399,750		9,198,248
CenterPoint Properties Trust Series D, 5.377%	3,575		2,359,500
Chesapeake Lodging Trust Series A, 7.75%	266,916		6,656,885
Colony Financial, Inc. Series A, 8.50%	282,171		7,150,213
CommonWealth REIT:
7.50%	93,300		1,940,640
Series E, 7.25%	518,646		11,736,959
Coresite Realty Corp. Series A, 7.25%	258,224		5,985,632
Corporate Office Properties Trust Series L, 7.375%	80,000		1,953,600
CubeSmart Series A, 7.75%	40,000		1,030,000
CYS Investments, Inc.:
Series A, 7.75%	117,824		2,550,890
Series B, 7.50%	311,567		6,511,750
DDR Corp.:
Series J, 6.50%	237,721		5,336,836
Series K, 6.25%	228,888		4,930,248
Digital Realty Trust, Inc.:
Series E, 7.00%	105,411		2,448,698
Series G, 5.875%	145,444		2,750,346
Duke Realty LP Series L, 6.60%	10,666		254,917
DuPont Fabros Technology, Inc. Series B, 7.625%	331,202		7,948,848
Dynex Capital, Inc.:
Series A, 8.50%	362,932		8,797,472
Series B, 7.625%	252,120		5,551,682
Equity Lifestyle Properties, Inc. Series C, 6.75%	924,148		21,430,992
Essex Property Trust, Inc. Series H, 7.125%	40,000		1,026,000
Excel Trust, Inc. Series B, 8.125%	400,000		10,264,000
First Potomac Realty Trust 7.75%	415,296		10,552,671
Five Oaks Investment Corp. Series A, 8.75%	60,000		1,488,000
General Growth Properties, Inc. Series A, 6.375%	81,868		1,750,338
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Gladstone Commercial Corp. Series C, 7.125%	232,238		$ 5,929,036
Glimcher Realty Trust:
6.875%	256,115		5,621,724
Series G, 8.125%	109,192		2,745,087
Series H, 7.50%	198,527		4,730,898
Hatteras Financial Corp. Series A, 7.625%	197,288		4,409,387
Health Care REIT, Inc. Series J, 6.50%	20,000		473,000
Hersha Hospitality Trust:
Series B, 8.00%	162,538		4,071,577
Series C, 6.875%	50,000		1,145,500
Hospitality Properties Trust Series D, 7.125%	40,800		982,464
Hudson Pacific Properties, Inc. 8.375%	394,069		10,190,624
Inland Real Estate Corp. Series A, 8.125%	423,500		10,883,950
Invesco Mortgage Capital, Inc. Series A, 7.75%	113,342		2,653,336
Investors Real Estate Trust Series B, 7.95%	126,572		3,241,509
iStar Financial, Inc.:
Series E, 7.875%	188,696		4,490,965
Series F, 7.80%	367,813		8,621,537
Kilroy Realty Corp.:
Series G, 6.875%	40,000		924,800
Series H, 6.375%	81,796		1,744,709
Kite Realty Group Trust 8.25%	96,100		2,441,901
LaSalle Hotel Properties:
Series G, 7.25%	42,026		1,029,637
Series H, 7.50%	126,308		3,210,749
Series I, 6.375%	192,698		4,143,007
LBA Realty Fund II:
Series A, 8.75% (a)	69,000		2,829,000
Series B, 7.625%	31,240		596,996
MFA Financial, Inc.:
8.00%	538,930		14,033,737
Series B, 7.50%	567,024		12,361,123
Monmouth Real Estate Investment Corp.:
Series A, 7.625%	80,000		2,001,600
Series B, 7.875%	95,000		2,384,500
National Retail Properties, Inc.:
5.70%	82,104		1,658,501
Series D, 6.625%	144,233		3,395,245
New York Mortgage Trust, Inc. Series B, 7.75%	171,101		3,562,323
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
NorthStar Realty Finance Corp.:
Series B, 8.25%	225,708		$ 5,446,334
Series C, 8.875%	275,338		6,952,285
Series D, 8.50%	161,601		3,952,760
Pebblebrook Hotel Trust:
Series A, 7.875%	412,000		10,526,600
Series B, 8.00%	185,085		4,706,712
Series C, 6.50%	178,160		3,748,486
Pennsylvania (REIT) 7.375%	100,510		2,422,291
Prologis, Inc. Series Q, 8.54%	94,446		5,290,865
PS Business Parks, Inc. Series R, 6.875%	50,000		1,234,500
Regency Centers Corp. Series 6, 6.625%	62,261		1,469,982
Retail Properties America, Inc. 7.00%	291,498		6,552,875
Sabra Health Care REIT, Inc. Series A, 7.125%	200,000		4,950,000
Saul Centers, Inc.:
Series A, 8.00%	38,072		967,790
Series C, 6.875%	315,478		7,382,185
Stag Industrial, Inc.:
Series A, 9.00%	280,000		7,456,400
Series B, 6.625%	80,000		1,836,000
Strategic Hotel & Resorts, Inc.:
Series A, 8.50%	92,323		2,252,681
Series B, 8.25%	80,000		1,933,600
Summit Hotel Properties, Inc.:
Series A, 9.25%	138,340		3,683,994
Series B, 7.875%	190,173		4,720,094
Series C, 7.125%	153,212		3,399,774
Sun Communities, Inc. Series A, 7.125%	360,000		8,622,000
Sunstone Hotel Investors, Inc. Series D, 8.00%	117,623		2,975,862
Taubman Centers, Inc. Series K, 6.25%	96,120		2,094,455
Terreno Realty Corp. Series A, 7.75% (g)	213,690		5,419,178
UMH Properties, Inc. Series A, 8.25%	600,000		15,282,000
Urstadt Biddle Properties, Inc. Series F, 7.125%	210,000		4,914,000
Vornado Realty LP 7.875%	54,682		1,429,934
Weingarten Realty Investors (SBI) Series F, 6.50%	49,813		1,183,059
Winthrop Realty Trust:
7.75%	540,000		13,678,200
Series D, 9.25%	65,000		1,727,050
			510,720,510
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Management & Development - 0.1%
Kennedy-Wilson, Inc. 7.75%	141,574		$ 3,567,665
TOTAL FINANCIALS			518,226,892
TOTAL NONCONVERTIBLE PREFERRED STOCKS			522,311,531
TOTAL PREFERRED STOCKS (Cost $582,100,999)		563,238,923

Corporate Bonds - 20.5%
		Principal Amount (e)
Convertible Bonds - 2.9%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Morgans Hotel Group Co. 2.375% 10/15/14		$ 4,510,000		4,419,800
FINANCIALS - 2.8%
Consumer Finance - 0.1%
Zais Financial Partners LP 8% 11/15/16 (h)		2,000,000		2,013,750
Diversified Financial Services - 0.4%
IAS Operating Partnership LP 5% 3/15/18 (h)		16,990,000		16,151,119
Real Estate Investment Trusts - 2.3%
Annaly Capital Management, Inc. 5% 5/15/15		31,396,000		32,043,543
Ares Commercial Real Estate Corp. 7% 12/15/15		14,700,000		15,030,750
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18		5,750,000		6,228,400
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (h)		1,000,000		1,000,000
Colony Financial, Inc.:
3.875% 1/15/21		3,250,000		3,256,094
5% 4/15/23		9,000,000		9,465,300
PennyMac Corp. 5.375% 5/1/20 (h)		4,000,000		3,877,500
RAIT Financial Trust 4% 10/1/33		2,000,000		1,962,500
Redwood Trust, Inc. 4.625% 4/15/18		8,500,000		8,723,550
				81,587,637
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - 0.0%
Forest City Enterprises, Inc. 3.625% 8/15/20 (h)		$ 1,000,000		$ 1,016,875
Grubb & Ellis Co. 7.95% 5/1/15 (d)(h)		5,500,000		11,000
				1,027,875
TOTAL FINANCIALS				100,780,381
TOTAL CONVERTIBLE BONDS				105,200,181
Nonconvertible Bonds - 17.6%
CONSUMER DISCRETIONARY - 6.0%
Hotels, Restaurants & Leisure - 0.8%
FelCor Lodging LP:
5.625% 3/1/23		2,000,000		1,955,000
6.75% 6/1/19		5,875,000		6,315,625
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (h)		4,000,000		4,140,000
Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (h)		4,500,000		4,668,750
RHP Hotel Properties LP/RHP Finance Co. 5% 4/15/21		2,000,000		1,965,000
Times Square Hotel Trust 8.528% 8/1/26 (h)		8,522,092		10,963,039
				30,007,414
Household Durables - 5.2%
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (h)		10,500,000		10,395,000
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (h)		1,000,000		1,005,000
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)		1,615,000		1,691,713
D.R. Horton, Inc.:
4.75% 5/15/17		2,000,000		2,120,000
5.75% 8/15/23		2,510,000		2,585,300
KB Home:
8% 3/15/20		8,465,000		9,417,313
9.1% 9/15/17		8,115,000		9,524,981
Lennar Corp.:
4.125% 12/1/18		5,520,000		5,513,100
5.6% 5/31/15		6,000,000		6,312,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Lennar Corp.: - continued
6.5% 4/15/16		$ 4,000,000		$ 4,350,000
6.95% 6/1/18		14,280,000		15,993,600
M.D.C. Holdings, Inc. 5.5% 1/15/24		500,000		504,384
M/I Homes, Inc. 8.625% 11/15/18		26,055,000		28,269,675
Meritage Homes Corp.:
7% 4/1/22		7,525,000		8,051,750
7.15% 4/15/20		7,060,000		7,713,050
Ryland Group, Inc.:
6.625% 5/1/20		1,555,000		1,659,963
8.4% 5/15/17		5,420,000		6,260,100
Standard Pacific Corp.:
7% 8/15/15		4,000,000		4,250,000
8.375% 5/15/18		28,983,000		33,982,568
10.75% 9/15/16		8,415,000		10,203,188
Toll Brothers Finance Corp. 5.875% 2/15/22		1,550,000		1,619,750
William Lyon Homes, Inc.:
8.5% 11/15/20		13,595,000		14,682,600
8.5% 11/15/20 (h)		1,955,000		2,111,400
				188,216,435
TOTAL CONSUMER DISCRETIONARY				218,223,849
CONSUMER STAPLES - 0.0%
Food & Staples Retailing - 0.0%
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20		759,804		854,780
FINANCIALS - 10.6%
Diversified Financial Services - 0.4%
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (h)		4,755,000		5,052,188
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
5.875% 2/1/22 (h)		3,680,000		3,647,800
6% 8/1/20 (h)		3,000,000		3,108,750
6% 8/1/20		3,000,000		3,093,750
				14,902,488
Real Estate Investment Trusts - 7.6%
American Tower Corp. 3.4% 2/15/19		1,000,000		1,034,044
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Camden Property Trust 5% 6/15/15		$ 1,100,000		$ 1,159,763
CBL & Associates LP 5.25% 12/1/23		1,000,000		1,031,153
Commercial Net Lease Realty, Inc.:
6.15% 12/15/15		2,526,000		2,755,333
6.25% 6/15/14		8,355,000		8,514,071
CubeSmart LP 4.8% 7/15/22		2,000,000		2,099,572
Developers Diversified Realty Corp.:
5.5% 5/1/15		4,000,000		4,213,788
7.5% 4/1/17		6,000,000		6,984,114
7.5% 7/15/18		8,756,000		10,467,816
7.875% 9/1/20		4,637,000		5,771,906
9.625% 3/15/16		3,836,000		4,474,909
DuPont Fabros Technology LP 5.875% 9/15/21		1,000,000		1,037,500
Equity One, Inc.:
5.375% 10/15/15		3,500,000		3,749,127
6.25% 1/15/17		3,000,000		3,351,852
Equity Residential 5.125% 3/15/16		7,201,000		7,819,681
Health Care Property Investors, Inc.:
5.625% 5/1/17		2,980,000		3,342,025
6% 3/1/15		1,000,000		1,055,717
6% 1/30/17		2,383,000		2,686,089
7.072% 6/8/15		1,500,000		1,616,607
Health Care REIT, Inc.:
3.625% 3/15/16		7,685,000		8,096,801
4.125% 4/1/19		2,000,000		2,129,286
6.2% 6/1/16		2,750,000		3,067,180
Healthcare Realty Trust, Inc.:
3.75% 4/15/23		4,022,000		3,814,336
5.75% 1/15/21		3,095,000		3,393,110
6.5% 1/17/17		2,875,000		3,230,626
Highwoods/Forsyth LP:
3.625% 1/15/23		1,607,000		1,512,353
5.85% 3/15/17		2,800,000		3,102,921
Hospitality Properties Trust:
5% 8/15/22		3,177,000		3,293,958
5.625% 3/15/17		915,000		996,334
7.875% 8/15/14		1,000,000		1,001,994
HRPT Properties Trust:
5.75% 11/1/15		4,826,000		5,025,516
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
HRPT Properties Trust: - continued
6.25% 8/15/16		$ 9,675,000		$ 10,294,655
6.25% 6/15/17		1,055,000		1,133,890
6.65% 1/15/18		4,246,000		4,658,749
iStar Financial, Inc.:
3.875% 7/1/16		2,855,000		2,926,375
5.85% 3/15/17		3,587,000		3,838,090
5.875% 3/15/16		34,260,000		36,658,200
6.05% 4/15/15		14,630,000		15,361,500
7.125% 2/15/18		5,725,000		6,397,688
9% 6/1/17		9,175,000		10,780,625
MPT Operating Partnership LP/MPT Finance Corp.:
6.375% 2/15/22		3,610,000		3,727,325
6.875% 5/1/21		2,000,000		2,130,000
National Retail Properties, Inc. 3.3% 4/15/23		2,000,000		1,871,158
Nationwide Health Properties, Inc. 6% 5/20/15		5,670,000		6,052,504
Omega Healthcare Investors, Inc.:
6.75% 10/15/22		2,115,000		2,284,200
7.5% 2/15/20		1,000,000		1,077,500
Potlatch Corp. 7.5% 11/1/19		1,000,000		1,150,000
Prologis LP:
6.625% 5/15/18		6,480,000		7,611,900
7.625% 7/1/17		4,690,000		5,357,593
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20		2,000,000		2,371,168
Senior Housing Properties Trust:
4.3% 1/15/16		5,000,000		5,210,200
6.75% 4/15/20		13,624,000		15,449,820
6.75% 12/15/21		8,000,000		9,036,848
United Dominion Realty Trust, Inc.:
5.25% 1/15/15		1,000,000		1,039,444
5.25% 1/15/16		4,000,000		4,306,272
				272,555,186
Real Estate Management & Development - 2.6%
BioMed Realty LP 3.85% 4/15/16		2,000,000		2,090,372
Brandywine Operating Partnership LP 7.5% 5/15/15		1,000,000		1,081,074
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
CBRE Group, Inc.:
5% 3/15/23		$ 6,020,000		$ 5,756,625
6.625% 10/15/20		1,205,000		1,290,856
Corporate Office Properties LP 3.6% 5/15/23		5,000,000		4,640,125
ERP Operating LP 5.25% 9/15/14		4,815,000		4,950,692
Host Hotels & Resorts LP 5.25% 3/15/22		2,000,000		2,139,956
Howard Hughes Corp. 6.875% 10/1/21 (h)		7,715,000		8,042,888
Kennedy-Wilson, Inc. 8.75% 4/1/19		20,410,000		22,195,875
Mid-America Apartments LP:
6.05% 9/1/16 (h)		2,500,000		2,765,765
6.25% 6/15/14 (h)		3,094,000		3,155,605
Realogy Corp. 7.875% 2/15/19 (h)		7,085,000		7,722,650
Regency Centers LP:
5.25% 8/1/15		4,509,000		4,778,264
5.875% 6/15/17		400,000		446,955
Ventas Realty LP/Ventas Capital Corp.:
2.7% 4/1/20		3,000,000		2,911,527
3.125% 11/30/15		13,807,000		14,362,235
4% 4/30/19		2,262,000		2,406,820
Wells Operating Partnership II LP 5.875% 4/1/18		3,000,000		3,185,289
				93,923,573
Thrifts & Mortgage Finance - 0.0%
Wrightwood Capital LLC 1.9% 4/20/20 (d)		364,654		692,843
TOTAL FINANCIALS				382,074,090
HEALTH CARE - 0.6%
Health Care Equipment & Supplies - 0.3%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:
6% 10/15/21		1,370,000		1,404,250
7.75% 2/15/19		10,410,000		11,190,750
				12,595,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 0.3%
Sabra Health Care LP/Sabra Capital Corp.:
5.375% 6/1/23		$ 2,795,000		$ 2,725,125
5.5% 2/1/21		7,425,000		7,536,375
				10,261,500
TOTAL HEALTH CARE				22,856,500
INDUSTRIALS - 0.2%
Commercial Services & Supplies - 0.1%
Iron Mountain, Inc. 5.75% 8/15/24		4,235,000		3,959,725
Industrial Conglomerates - 0.1%
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17		3,050,000		3,202,500
TOTAL INDUSTRIALS				7,162,225
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22		3,000,000		3,097,500
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Crown Castle International Corp. 5.25% 1/15/23		4,000,000		3,965,000
TOTAL NONCONVERTIBLE BONDS				638,233,944
TOTAL CORPORATE BONDS (Cost $697,999,846)			743,434,125
Asset-Backed Securities - 3.2%

Capital Trust RE CDO Ltd.:
Series 2005-1A Class D, 1.657% 3/20/50 (h)(i)		2,250,000		95,625
Series 2005-3A Class A2, 5.16% 6/25/35 (h)		264,431		264,431
CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4904% 1/20/37 (h)(i)		357,183		339,324
CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (h)		956,538		946,973
Asset-Backed Securities - continued
		Principal Amount (e)		Value
CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4899% 4/7/52 (h)(i)		$ 3,497,294		$ 3,374,889
Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 (i)		500,000		429,076
Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (h)		556,208		339,565
Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (h)		582,049		585,425
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27		8,802,183		8,552,351
Fairfield Street Solar Corp. Series 2004-1A Class E1, 3.6026% 11/28/39 (h)(i)		598,811		17,964
Green Tree Financial Corp.:
Series 1996-4 Class M1, 7.75% 6/15/27		1,788,179		1,699,280
Series 1997-3 Class M1, 7.53% 3/15/28		7,126,308		5,925,070
GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 2.658% 6/25/35 (i)(k)		483,868		10,762
Guggenheim Structured Real Estate Funding Ltd./Guggenheim Structured Real Estate Funding LLC Series 2005-2A:
Class D, 1.708% 8/26/30 (h)(i)		735,000		718,830
Class E, 2.158% 8/26/30 (h)(i)		1,420,000		954,950
HLSS Servicer Advance Receivables Backed Notes Series 2013-T2 Class D2, 2.388% 5/16/44 (h)		3,000,000		2,969,838
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40		1,044,685		506,672
Merit Securities Corp. Series 13 Class M1, 8.63% 12/28/33 (i)		1,923,000		2,049,803
Mesa West Capital CDO Ltd. Series 2007-1A:
Class A1, 0.418% 2/25/47 (h)(i)		5,391,235		5,291,497
Class A2, 0.448% 2/25/47 (h)(i)		21,240,000		19,997,460
N-Star Real Estate CDO Ltd. Series 1A Class C1B, 7.696% 8/28/38 (h)		899,989		773,990
Newcastle Investment Trust Series 2011-MH1 Class A, 2.45% 12/10/33 (h)		1,508,636		1,522,450
Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.8878% 2/5/36 (h)(i)		3,748,294		375
Wachovia Ltd./Wachovia LLC:
Series 2006-1 Class 1ML, 5.7459% 9/25/26 (h)(i)		2,000,000		1,375,000
Series 2006-1A:
Class A1A, 0.5059% 9/25/26 (h)(i)		741,277		739,795
Class A1B, 0.5759% 9/25/26 (h)(i)		22,506,000		22,055,880
Class A2B, 0.5559% 9/25/26 (h)(i)		394,075		390,922
Class B, 0.6059% 9/25/26 (h)(i)		3,450,000		3,355,125
Asset-Backed Securities - continued
		Principal Amount (e)		Value
Wachovia Ltd./Wachovia LLC: - continued
Series 2006-1A: - continued
Class C, 0.7759% 9/25/26 (h)(i)		$ 7,030,000		$ 6,801,525
Class D, 0.8759% 9/25/26 (h)(i)		2,080,000		1,955,200
Class E, 0.9759% 9/25/26 (h)(i)		2,780,000		2,592,350
Class F, 1.3959% 9/25/26 (h)(i)		3,483,000		3,195,653
Class G, 1.5959% 9/25/26 (h)(i)		1,599,000		1,461,166
Class H, 1.8959% 9/25/26 (h)(i)		1,535,000		1,398,846
Class J, 2.9959% 9/25/26 (h)(i)		1,500,000		1,380,000
Class K, 3.4959% 9/25/26 (h)(i)		2,475,000		2,208,938
Class L, 4.2459% 9/25/26 (h)(i)		1,500,000		1,357,500
Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:
Class A1, 0.5591% 11/21/40 (h)(i)		7,481,136		6,957,457
Class F, 2.1891% 11/21/40 (h)(i)		250,000		50,000
TOTAL ASSET-BACKED SECURITIES (Cost $114,563,877)			114,641,957
Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.3%
COMM pass-thru certificates Series 2007-FL14 Class AJ, 0.34% 6/15/22 (h)(i)		733,704		726,367
Countrywide Home Loans, Inc.:
Series 2002-38 Class B3, 5% 2/25/18 (h)		42,378		1,589
Series 2002-R2 Class 2B3, 3.6513% 7/25/33 (h)(i)		189,945		76,333
Series 2003-40 Class B3, 4.5% 10/25/18 (h)		33,321		1,497
Series 2003-R3 Class B2, 5.5% 11/25/33 (h)		1,161,999		141,872
Series 2004-R1 Class 1B3, 5.5% 11/25/34 (h)(i)		76,089		7,145
FREMF Mortgage Trust:
Series 2010-K6 Class B, 5.3581% 12/25/46 (h)(i)		4,500,000		4,871,462
Series 2010-K7 Class B, 5.4355% 4/25/20 (h)(i)		3,200,000		3,480,656
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)		1,638,628		1,731,910
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.111% 7/10/35 (h)(i)		181,763		192,622
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (h)		18,829		16,675
RESIX Finance Ltd. floater:
Series 2003-D Class B8, 6.661% 12/10/35 (h)(i)		189,090		57,908
Collateralized Mortgage Obligations - continued
		Principal Amount (e)		Value
Private Sponsor - continued
RESIX Finance Ltd. floater: - continued
Series 2004-A Class B7, 4.411% 2/10/36 (h)(i)		$ 200,695		$ 82,924
Series 2004-B Class B7, 4.161% 2/10/36 (h)(i)		248,943		93,398
TOTAL PRIVATE SPONSOR				11,482,358
U.S. Government Agency - 0.0%
Fannie Mae REMIC Trust:
Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (k)		127,400		54,982
Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.1457% 2/25/42 (h)(i)		90,651		49,412
Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.6738% 12/25/42 (i)(k)		197,185		46,241
Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.0928% 6/25/43 (h)(i)		132,346		55,746
Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.1237% 10/25/42 (h)(i)		58,076		31,057
TOTAL U.S. GOVERNMENT AGENCY				237,438
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $11,325,360)			11,719,796
Commercial Mortgage Securities - 13.2%

ACGS Series 2004-1 Class P, 7.4605% 8/1/19 (k)		2,464,147		2,445,186
Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)		2,000,000		2,274,055
Banc of America Commercial Mortgage Trust:
Series 2005-1 Class CJ, 5.2895% 11/10/42 (i)		3,580,000		3,735,197
Series 2005-5 Class D, 5.223% 10/10/45 (i)		4,000,000		4,062,524
Series 2005-6 Class AJ, 5.1841% 9/10/47 (i)		5,000,000		5,307,780
Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.16% 3/15/22 (h)(i)		760,684		573,335
Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.66% 8/15/17 (h)(i)		4,900,000		5,033,770
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.439% 3/11/39 (i)		5,700,000		5,942,735
Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.5794% 4/12/38 (h)(i)		2,520,000		2,682,512
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.91% 8/15/26 (h)(i)		2,500,000		2,502,370
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.1076% 9/10/46 (h)(i)		$ 2,750,000		$ 2,523,925
COMM Mortgage Trust:
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)		4,300,000		3,129,153
Series 2012-CR5 Class D, 4.3351% 12/10/45 (h)(i)		2,000,000		1,908,480
Series 2013-CR10 Class D, 4.958% 8/10/46 (h)(i)		2,000,000		1,825,789
Series 2013-CR12 Class D, 5.086% 10/10/46 (h)(i)		1,500,000		1,369,271
Series 2013-CR9 Class D, 4.403% 7/10/45 (h)		2,000,000		1,724,774
Series 2013-LC6 Class D, 4.2901% 1/10/46 (h)(i)		2,000,000		1,782,110
COMM Mortgage Trust pass-thru certificates floater Series 2006-FL12:
Class AJ, 0.29% 12/15/20 (h)(i)		1,949,031		1,926,584
Class B, 0.33% 12/15/20 (h)(i)		2,599,623		2,563,993
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)		2,789,999		2,698,484
Commercial Mortgage Trust pass-thru certificates:
Series 2005-C6 Class AJ, 5.209% 6/10/44 (i)		5,000,000		5,250,595
Series 2012-CR1:
Class C, 5.3677% 5/15/45 (i)		1,000,000		1,059,763
Class D, 5.3677% 5/15/45 (h)(i)		5,550,000		5,454,218
Series 2012-CR2:
Class D, 4.8579% 8/15/45 (h)(i)		4,500,000		4,446,531
Class E, 4.8579% 8/15/45 (h)(i)		6,000,000		5,670,510
Series 2012-LC4:
Class C, 5.6478% 12/10/44 (i)		2,000,000		2,161,368
Class D, 5.6478% 12/10/44 (h)(i)		8,000,000		7,877,024
Credit Suisse First Boston Mortgage Securities Corp.:
Series 1998-C1 Class F, 6% 5/17/40 (h)		1,696,183		1,812,732
Series 1998-C2 Class F, 6.75% 11/15/30 (h)		2,375,180		2,462,744
DBUBS Mortgage Trust Series 2011-LC1A Class E, 5.5571% 11/10/46 (h)(i)		12,490,000		12,927,425
Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31		358,081		357,755
DLJ Commercial Mortgage Corp. Series 1998-CG1 Class B4, 7.1722% 6/10/31 (h)(i)		91,642		91,620
Extended Stay America Trust:
Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)		500,000		490,161
Series 2013-ESHM Class M, 7.625% 12/5/19 (h)		3,700,694		3,801,018
Freddie Mac:
pass-thru certificates:
Series K011 Class X3, 2.5751% 12/25/43 (i)(j)		12,206,096		1,758,398
Series K012 Class X3, 2.2879% 1/25/41 (i)(j)		21,072,886		2,713,872
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Freddie Mac: - continued
pass-thru certificates: - continued
Series K013 Class X3, 2.7902% 1/25/43 (i)(j)		$ 14,360,000		$ 2,289,530
Series KAIV Class X2, 3.6147% 6/25/46 (i)(j)		7,430,000		1,520,886
G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (h)		723,928		725,376
GMAC Commercial Mortgage Securities, Inc.:
Series 1997-C2 Class G, 6.75% 4/15/29 (i)		794,827		873,652
Series 1999-C3 Class J, 6.974% 8/15/36 (h)		1,500,000		1,532,558
Series 2000-C1 Class K, 7% 3/15/33		31,530		32,152
GS Mortgage Securities Corp. II Series 2010-C1:
Class D, 5.9793% 8/10/43 (h)(i)		4,000,000		4,307,100
Class E, 4% 8/10/43 (h)		3,770,000		3,207,346
GS Mortgage Securities Trust:
Series 2010-C2 Class D, 5.225% 12/10/43 (h)(i)		3,000,000		3,060,978
Series 2011-GC5:
Class C, 5.3074% 8/10/44 (h)(i)		9,000,000		9,663,597
Class D, 5.3074% 8/10/44 (h)(i)		4,000,000		3,994,952
Series 2012-GC6 Class C, 5.638% 1/10/45 (h)(i)		3,600,000		3,895,621
Series 2012-GCJ7:
Class C, 5.7227% 5/10/45 (i)		6,500,000		7,017,280
Class D, 5.7227% 5/10/45 (h)(i)		2,000,000		2,001,818
Series 2013-GC16 Class D, 5.323% 11/10/46 (h)(i)		3,250,000		2,997,515
Hilton U.S.A. Trust Series 2013-HLT Class EFX, 5.2216% 11/5/30 (h)(i)		3,000,000		3,039,243
Invitation Homes Trust floater Series 2013-SFR1:
Class E, 2.814% 12/17/30 (h)(i)		1,500,000		1,504,728
Class F, 3.814% 12/17/30 (h)(i)		1,750,000		1,758,530
JP Morgan Chase Commercial Mortgage Securities Trust floater:
Series 2013-JWMZ Class M, 6.16% 4/15/18 (h)(i)		2,225,379		2,250,202
Series 2013-JWRZ Class E, 3.9% 4/15/30 (h)(i)		3,400,000		3,389,136
JPMorgan Chase Commercial Mortgage Securities Corp.:
Series 2003-C1 Class F, 6.0065% 1/12/37 (h)(i)		1,000,000		1,013,648
Series 2009-IWST:
Class C, 7.4453% 12/5/27 (h)(i)		3,000,000		3,608,499
Class D, 7.4453% 12/5/27 (h)(i)		9,550,000		10,784,681
Series 2010-CNTM Class MZ, 8.5% 8/5/20 (h)		9,000,000		9,458,966
Series 2010-CNTR:
Class D, 6.1838% 8/5/32 (h)(i)		4,500,000		4,936,244
Class XB, 0.9305% 8/5/32 (h)(i)(j)		32,655,000		1,430,704
Series 2012-CBX Class C, 5.1867% 6/16/45 (i)		4,530,000		4,700,225
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
JPMorgan Chase Commercial Mortgage Securities Trust:
floater:
Series 2013-INMZ Class M, 6.1375% 9/15/18 (h)(i)		$ 1,000,000		$ 1,005,841
Series 2013-INN Class E, 4.41% 10/15/30 (h)(i)		2,000,000		2,002,131
Series 2014-FBLU Class E, 3.665% 12/15/28 (i)		2,000,000		2,002,542
Series 2005-LDP5 Class AJ, 5.3211% 12/15/44 (i)		3,470,000		3,674,177
Series 2011-C5 Class C, 5.3144% 8/15/46 (h)(i)		6,525,375		7,002,158
JPMorgan Chase Commercial Mortgage Trust Series 2013-LC11 Class D, 4.2427% 4/15/46 (i)		3,750,000		3,286,800
JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8:
Class G, 6% 7/15/31 (h)		93,196		93,402
Class H, 6% 7/15/31 (h)		1,424,589		911,740
LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (h)		485,459		490,596
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2004-C2 Class E, 4.487% 3/15/36		2,060,000		2,062,167
Series 2005-C3 Class AJ, 4.843% 7/15/40		6,620,000		6,895,915
Series 2005-C7 Class AJ, 5.323% 11/15/40 (i)		8,000,000		8,452,856
Series 2006-C7 Class AM, 5.378% 11/15/38		2,040,000		2,209,196
Series 2004-C7 Class E, 4.918% 10/15/36		5,120,000		5,234,637
Series 2005-C1 Class E, 4.924% 2/15/40		4,000,000		4,060,432
Series 2006-C4:
Class AJ, 5.878% 6/15/38 (i)		7,005,000		7,418,946
Class AM, 5.878% 6/15/38 (i)		6,700,000		7,369,183
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2007-LLFA Class E, 1.06% 6/15/22 (h)(i)		903,630		901,604
LSTAR Commercial Mortgage Trust Series 2011-1:
Class B, 5.3966% 6/25/43 (h)(i)		6,165,000		6,307,431
Class D, 5.3966% 6/25/43 (h)(i)		4,699,000		4,707,743
Mach One Trust LLC Series 2004-1A Class H, 6.2765% 5/28/40 (h)(i)		2,840,000		2,931,448
Merrill Lynch Financial Asset, Inc. Series 2005-CA16:
Class F, 4.384% 7/12/37	CAD	710,000		579,482
Class G, 4.384% 7/12/37	CAD	355,000		285,919
Class H, 4.384% 7/12/37	CAD	236,000		187,580
Class J, 4.384% 7/12/37	CAD	355,000		278,479
Class K, 4.384% 7/12/37	CAD	355,000		274,859
Class L, 4.384% 7/12/37	CAD	236,000		180,360
Class M, 4.384% 7/12/37	CAD	995,000		716,478
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Merrill Lynch Mortgage Investors Trust Series 1999-C1 Class G, 6.71% 11/15/31 (h)		$ 700,736		$ 350,368
Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.6764% 5/12/39 (i)		1,200,000		1,303,997
Mezz Capital Commercial Mortgage Trust:
sequential payer:
Series 2004-C1 Class A, 4.836% 1/15/37 (h)		158,510		158,510
Series 2004-C2 Class A, 5.318% 10/15/40 (h)		8,249,838		7,754,847
Series 2004-C1 Class IO, 8.5904% 1/15/37 (h)(i)(j)		757,945		32,213
Morgan Stanley BAML Trust:
Series 2013-C12 Class D, 4.935% 10/15/46 (h)		3,250,000		2,928,097
Series 2013-C13 Class D, 4.8964% 11/15/46 (h)(i)		2,500,000		2,244,578
Series 2013-C7 Class E, 4.3038% 2/15/46 (h)(i)		1,000,000		807,020
Series 2013-C9 Class D, 4.1604% 5/15/46 (h)(i)		5,000,000		4,321,420
Morgan Stanley Capital I Trust:
sequential payer:
Series 2006-HQ10 Class AM, 5.36% 11/12/41		8,200,000		9,027,347
Series 2012-C4 Class E, 5.5254% 3/15/45 (h)(i)		5,630,000		5,646,310
Series 1997-RR Class F, 7.4283% 4/30/39 (h)(i)		886,427		886,427
Series 1998-CF1 Class G, 7.35% 7/15/32 (h)		2,640,970		2,063,081
Series 2005-HQ5 Class B, 5.272% 1/14/42		2,000,000		2,064,324
Series 2005-HQ6 Class AJ, 5.073% 8/13/42 (i)		2,500,000		2,626,748
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43		7,500,000		8,162,715
Series 2011-C1 Class C, 5.2519% 9/15/47 (h)(i)		4,000,000		4,359,296
Series 2011-C2:
Class D, 5.3058% 6/15/44 (h)(i)		4,610,000		4,801,702
Class E, 5.3058% 6/15/44 (h)(i)		9,600,000		9,868,493
Class F, 5.3058% 6/15/44 (h)(i)		4,440,000		4,002,829
Class XB, 0.4596% 6/15/44 (h)(i)(j)		63,708,222		2,052,870
Series 2011-C3:
Class C, 5.1765% 7/15/49 (h)(i)		2,000,000		2,119,242
Class D, 5.1765% 7/15/49 (h)(i)		7,400,000		7,603,803
Series 2012-C4 Class D, 5.5254% 3/15/45 (h)(i)		6,310,000		6,543,085
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)		4,081,874		5,092,955
RBSCF Trust Series 2010-MB1 Class D, 4.686% 4/15/24 (h)(i)		9,049,000		9,348,965
Salomon Brothers Mortgage Securities VII, Inc. Series 2001-MMA Class E3, 6.5% 2/18/34 (h)(i)		23,452		23,451
SCG Trust Series 2013-SRP1 Class D, 3.5105% 11/15/26 (h)(i)		1,000,000		965,467
TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5649% 8/15/39 (i)		2,080,000		2,215,780
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)		$ 10,630,000		$ 10,861,298
UBS Commercial Mortgage Trust Series 2007-FL1 Class F, 0.735% 7/15/24 (h)(i)		1,200,000		1,080,000
UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49		3,043,674		3,039,193
UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 5.8747% 1/10/45 (h)(i)		3,000,000		3,418,389
Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)		2,540,000		2,870,429
Wachovia Bank Commercial Mortgage Trust:
Series 2004-C10 Class E, 4.931% 2/15/41		2,000,000		1,997,658
Series 2004-C11:
Class D, 5.3772% 1/15/41 (i)		5,177,000		5,283,367
Class E, 5.4272% 1/15/41 (i)		3,785,000		3,853,618
Series 2004-C12 Class D, 5.2885% 7/15/41 (i)		2,750,000		2,782,590
Series 2004-C14 Class B, 5.17% 8/15/41		3,180,000		3,234,181
Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.7789% 10/15/45 (h)(i)		9,999,000		9,450,165
WF-RBS Commercial Mortgage Trust:
Series 2011-C3:
Class C, 5.335% 3/15/44 (h)		4,900,000		5,245,455
Class D, 5.5481% 3/15/44 (h)(i)		1,000,000		1,029,096
Class E, 5% 3/15/44 (h)		3,000,000		2,674,524
Series 2011-C5 Class F, 5.25% 11/15/44 (h)(i)		3,000,000		2,702,016
Series 2012-C10 Class E, 4.4601% 12/15/45 (h)(i)		4,090,000		3,271,538
Series 2012-C7 Class D, 4.8477% 6/15/45 (h)(i)		2,380,000		2,369,785
Series 2013-C11:
Class D, 4.1841% 3/15/45 (h)(i)		5,830,000		5,118,501
Class E, 4.1841% 3/15/45 (h)(i)		4,780,000		3,803,303
Series 2013-C13 Class D, 4.2791% 5/15/45 (h)(i)		4,000,000		3,462,248
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $436,709,785)			477,790,324
Bank Loan Obligations - 8.6%

CONSUMER DISCRETIONARY - 2.1%
Hotels, Restaurants & Leisure - 1.9%
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (i)		11,500,000		11,615,000
Cedar Fair LP Tranche B, term loan 3.25% 3/6/20 (i)		2,760,267		2,760,267
Bank Loan Obligations - continued
		Principal Amount (e)		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (i)		$ 1,795,000		$ 1,817,438
Cooper Hotel Group REL 12% 11/6/17		13,321,478		13,987,552
Extended Stay America, Inc. REL 9.625% 12/1/19		2,365,741		2,431,981
Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (i)		510,000		521,475
Hilton Worldwide Finance, LLC Tranche B, term loan 3.75% 10/25/20 (i)		9,457,895		9,517,007
La Quinta:
Tranche A, term loan 11.375% 7/6/14 (i)		7,990,026		8,049,951
Tranche B, term loan 11.375% 7/6/14 (i)		5,992,520		6,037,464
Tranche D, term loan 14.9% 7/6/14 (i)		12,000,000		12,150,000
				68,888,135
Multiline Retail - 0.1%
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (i)		3,517,325		3,407,409
Specialty Retail - 0.1%
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (i)		5,301,450		5,361,091
TOTAL CONSUMER DISCRETIONARY				77,656,635
CONSUMER STAPLES - 0.1%
Food & Staples Retailing - 0.1%
Albertson's LLC Tranche B 1LN, term loan 4.25% 3/21/16 (i)		5,149,125		5,187,743
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Panda Sherman Power, LLC term loan 9% 9/14/18 (i)		7,200,000		7,362,000
Panda Temple Power, LLC term loan 7.25% 4/3/19 (i)		8,580,000		8,826,675
				16,188,675
FINANCIALS - 4.1%
Diversified Financial Services - 1.4%
Blackstone REL 10% 10/1/17		17,414,871		17,763,169
BRE Select Hotels Corp. REL 5.91% 5/9/18 (i)		12,235,818		12,345,940
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (i)		5,417,775		5,424,547
Pilot Travel Centers LLC:
Tranche B 2LN, term loan 4.25% 8/7/19 (i)		7,171,905		7,235,018
Bank Loan Obligations - continued
		Principal Amount (e)		Value
FINANCIALS - continued
Diversified Financial Services - continued
Pilot Travel Centers LLC: - continued
Tranche B, term loan 3.75% 3/30/18 (i)		$ 6,616,664		$ 6,641,808
SBA Senior Finance, Inc. Tranche B, term loan 3.75% 6/30/18 (i)		1,083,174		1,087,236
				50,497,718
Real Estate Investment Trusts - 1.0%
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17 (i)		32,355,790		32,477,124
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/10/20 (i)		5,303,205		5,306,520
				37,783,644
Real Estate Management & Development - 1.6%
CBRE Group, Inc. Tranche B, term loan 2.9202% 3/28/21 (i)		4,491,063		4,496,676
CityCenter REL 8.75% 7/12/14 (i)		3,307,347		3,307,347
Equity Inns Reality LLC:
Tranche A, term loan 11% 11/4/14 (i)		8,734,898		8,734,898
Tranche B 2LN, term loan 8.05% 11/4/14 (i)		15,000,000		14,925,000
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (i)		910,342		908,066
Realogy Group LLC Tranche B, term loan 4.5% 3/5/20 (i)		27,204,425		27,340,447
				59,712,434
Thrifts & Mortgage Finance - 0.1%
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (i)		1,952,750		1,967,396
TOTAL FINANCIALS				149,961,192
HEALTH CARE - 0.3%
Health Care Providers & Services - 0.3%
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (i)		2,111,164		2,132,276
Tranche E, term loan 3.4869% 1/25/17 (i)		792,083		796,044
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (i)		7,040,067		7,040,067
				9,968,387
Bank Loan Obligations - continued
		Principal Amount (e)		Value
INDUSTRIALS - 0.4%
Construction & Engineering - 0.4%
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (i)		$ 13,064,696		$ 12,852,395
TELECOMMUNICATION SERVICES - 0.4%
Wireless Telecommunication Services - 0.4%
Crown Castle Operating Co.:
Tranche A, term loan 2.1595% 1/31/19 (i)		4,610,909		4,576,327
Tranche B 2LN, term loan 3.25% 1/31/21 (i)		9,166,854		9,166,854
SBA Senior Finance II, LLC term loan 3.75% 9/28/19 (i)		1,226,177		1,230,776
				14,973,957
UTILITIES - 0.7%
Electric Utilities - 0.4%
EquiPower Resources Holdings LLC:
Tranche B 1LN, term loan 4.25% 12/21/18 (i)		4,980,532		4,999,209
Tranche C, term loan 4.25% 12/31/19 (i)		1,154,613		1,158,943
Essential Power LLC Tranche B, term loan 4.25% 8/8/19 (i)		3,415,526		3,372,832
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (i)		4,670,652		4,717,359
				14,248,343
Independent Power Producers & Energy Traders - 0.3%
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (i)		2,000,000		2,020,000
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (i)		8,955,000		8,977,388
				10,997,388
TOTAL UTILITIES				25,245,731
TOTAL BANK LOAN OBLIGATIONS (Cost $309,431,103)			312,034,715

Preferred Securities - 0.0%
	Principal Amount (e)		Value
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (h)	$ 500,000		$ 25,000
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (h)	1,220,000		731,756
			756,756
TOTAL PREFERRED SECURITIES (Cost $1,295,562)		756,756
Money Market Funds - 7.1%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	236,090,254		236,090,254
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	20,891,200		20,891,200
TOTAL MONEY MARKET FUNDS (Cost $256,981,454)		256,981,454
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $3,477,049,455)			3,622,463,956
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(3,435,353)
NET ASSETS - 100%		$ 3,619,028,603

Currency Abbreviations
CAD	-	Canadian dollar

Legend

(a) Non-income producing

(d) Non-income producing - Security is in default.

(e) Amount is stated in United States dollars unless otherwise noted.

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

(g) Affiliated company

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

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
ACGS Series 2004-1 Class P, 7.4605% 8/1/19	2/17/11	$ 2,386,192
Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41	5/21/03	$ 110,400
Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.6738% 12/25/42	3/25/03	$ 117,243
GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 2.658% 6/25/35	6/3/05	$ 426,872

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	$ 112,417
Fidelity Securities Lending Cash Central Fund	51,779
Total	$ 164,196

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Acadia Realty Trust (SBI)	$ 67,194,255	$ 11,954,788	$ -	$ 1,139,187	$ 78,517,042
Arbor Realty Trust, Inc.	21,107,288	385,621	-	735,079	19,614,365
Arbor Realty Trust, Inc. Series A, 8.25%	4,748,025	-	-	194,998	4,731,007
Arbor Realty Trust, Inc. Series B, 7.75%	5,901,600	-	-	260,922	5,577,600
Terreno Realty Corp.	22,091,704	1,163,665	-	247,456	21,935,732
Terreno Realty Corp. Series A, 7.75%	5,523,887	-	-	207,012	5,419,178
Total	$ 126,566,759	$ 13,504,074	$ -	$ 2,784,654	$ 135,794,924

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 11,209,742	$ 4,084,639	$ -	$ 7,125,103
Financials	1,670,813,631	1,651,183,943	17,270,164	2,359,524
Health Care	23,081,456	23,081,456	-	-
Corporate Bonds	743,434,125	-	742,730,282	703,843
Asset-Backed Securities	114,641,957	-	103,200,803	11,441,154
Collateralized Mortgage Obligations	11,719,796	-	10,827,070	892,726
Commercial Mortgage Securities	477,790,324	-	457,011,752	20,778,572
Bank Loan Obligations	312,034,715	-	213,152,836	98,881,879
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Preferred Securities	$ 756,756	$ -	$ -	$ 756,756
Money Market Funds	256,981,454	256,981,454	-	-
Total Investments in Securities:	$ 3,622,463,956	$ 1,935,331,492	$ 1,544,192,907	$ 142,939,557

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Bank Loan Obligations
Beginning Balance	$ 105,573,756
Net Realized Gain (Loss) on Investment Securities	139,910
Net Unrealized Gain (Loss) on Investment Securities	(312,910)
Cost of Purchases	-
Proceeds of Sales	(14,485,408)
Amortization/Accretion	120,331
Transfers into Level 3	7,846,200
Transfers out of Level 3	-
Ending Balance	$ 98,881,879
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ (240,379)
Other Investments in Securities
Beginning Balance	$ 53,636,499
Net Realized Gain (Loss) on Investment Securities	(4,353,032)
Net Unrealized Gain (Loss) on Investment Securities	8,546,728
Cost of Purchases	88,093
Proceeds of Sales	(16,246,119)
Amortization/Accretion	775,156
Transfers into Level 3	1,610,353
Transfers out of Level 3	-
Ending Balance	$ 44,057,678
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ 4,190,797

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	0.2%
AAA,AA,A	6.3%
BBB	12.6%
BB	7.1%
B	11.3%
CCC,CC,C	1.1%
D	0.0%
Not Rated	7.2%
Equities	47.2%
Short-Term Investments and Net Other Assets	7.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014

Assets
Investment in securities, at value (including securities loaned of $20,331,466) - See accompanying schedule: Unaffiliated issuers (cost $3,095,831,819)	$ 3,229,687,578
Fidelity Central Funds (cost $256,981,454)	256,981,454
Other affiliated issuers (cost $124,236,182)	135,794,924
Total Investments (cost $3,477,049,455)		$ 3,622,463,956
Cash		177,656
Foreign currency held at value (cost $26,790)		26,790
Receivable for investments sold		2,575,220
Receivable for fund shares sold		7,147,022
Dividends receivable		2,121,746
Interest receivable		20,816,964
Distributions receivable from Fidelity Central Funds		24,693
Prepaid expenses		9,889
Other receivables		17,882
Total assets		3,655,381,818

Liabilities
Payable for investments purchased	$ 7,900,773
Payable for fund shares redeemed	4,791,135
Accrued management fee	1,649,185
Distribution and service plan fees payable	247,727
Other affiliated payables	779,303
Other payables and accrued expenses	93,892
Collateral on securities loaned, at value	20,891,200
Total liabilities		36,353,215

Net Assets		$ 3,619,028,603
Net Assets consist of:
Paid in capital		$ 3,435,036,362
Undistributed net investment income		6,477,583
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		32,070,491
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		145,444,167
Net Assets		$ 3,619,028,603

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($355,453,815 ÷ 31,521,417 shares)		$ 11.28

Maximum offering price per share (100/96.00 of $11.28)		$ 11.75
Class T: Net Asset Value and redemption price per share ($40,688,117 ÷ 3,606,441 shares)		$ 11.28

Maximum offering price per share (100/96.00 of $11.28)		$ 11.75
Class C: Net Asset Value and offering price per share ($203,247,553 ÷ 18,142,682 shares)^A		$ 11.20

Real Estate Income: Net Asset Value, offering price and redemption price per share ($2,449,423,569 ÷ 216,361,475 shares)		$ 11.32


Institutional Class: Net Asset Value, offering price and redemption price per share ($570,215,549 ÷ 50,479,749 shares)		$ 11.30

^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 January 31, 2014

Investment Income
Dividends (including $2,784,654 earned from other affiliated issuers)		$ 42,607,621
Interest		58,626,091
Income from Fidelity Central Funds		164,196
Total income		101,397,908

Expenses
Management fee	$ 10,344,132
Transfer agent fees	4,172,392
Distribution and service plan fees	1,500,004
Accounting and security lending fees	661,409
Custodian fees and expenses	28,688
Independent trustees' compensation	8,262
Registration fees	81,774
Audit	81,621
Legal	9,140
Miscellaneous	13,304
Total expenses before reductions	16,900,726
Expense reductions	(47,615)	16,853,111
Net investment income (loss)		84,544,797
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	68,647,294
Other affiliated issuers	205,800
Foreign currency transactions	(193)
Total net realized gain (loss)		68,852,901
Change in net unrealized appreciation (depreciation) on: Investment securities	(93,123,709)
Assets and liabilities in foreign currencies	4,459
Total change in net unrealized appreciation (depreciation)		(93,119,250)
Net gain (loss)		(24,266,349)
Net increase (decrease) in net assets resulting from operations		$ 60,278,448

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 84,544,797	$ 172,485,619
Net realized gain (loss)	68,852,901	73,494,885
Change in net unrealized appreciation (depreciation)	(93,119,250)	61,789,333
Net increase (decrease) in net assets resulting from operations	60,278,448	307,769,837
Distributions to shareholders from net investment income	(117,334,715)	(159,910,438)
Distributions to shareholders from net realized gain	(78,297,305)	(51,534,162)
Total distributions	(195,632,020)	(211,444,600)
Share transactions - net increase (decrease)	(368,997,866)	1,340,100,515
Redemption fees	312,459	782,946
Total increase (decrease) in net assets	(504,038,979)	1,437,208,698

Net Assets
Beginning of period	4,123,067,582	2,685,858,884
End of period (including undistributed net investment income of $6,477,583 and undistributed net investment income of $39,267,501, respectively)	$ 3,619,028,603	$ 4,123,067,582

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.67	$ 11.26	$ 10.73	$ 9.94	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.24	.54	.52	.53	.18
Net realized and unrealized gain (loss)	(.05)	.60	.61	.76	(.04)
Total from investment operations	.19	1.14	1.13	1.29	.14
Distributions from net investment income	(.35)	(.53)	(.51)	(.50)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.58) ^L	(.73)	(.60) ^K	(.50)	(.15)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.28	$ 11.67	$ 11.26	$ 10.73	$ 9.94
Total Return ^{B, C, D}	1.84%	10.45%	11.24%	13.27%	1.46%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.06% ^A	1.08%	1.12%	1.13%	1.09% ^A
Expenses net of fee waivers, if any	1.06% ^A	1.08%	1.12%	1.13%	1.09% ^A
Expenses net of all reductions	1.06% ^A	1.07%	1.11%	1.12%	1.09% ^A
Net investment income (loss)	4.35% ^A	4.62%	4.89%	5.00%	6.23% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 355,454	$ 378,269	$ 137,352	$ 60,283	$ 3,830
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

^K Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

^L Total distributions of $.58 per share is comprised of distributions from net investment income of $.346 and distributions from net realized gain of $.236 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.67	$ 11.26	$ 10.72	$ 9.94	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.24	.54	.52	.52	.17
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	(.03)
Total from investment operations	.19	1.14	1.14	1.28	.14
Distributions from net investment income	(.34)	(.53)	(.50)	(.50)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.58)	(.73)	(.60)	(.50)	(.15)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.28	$ 11.67	$ 11.26	$ 10.72	$ 9.94
Total Return ^{B, C, D}	1.81%	10.42%	11.33%	13.11%	1.45%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.08% ^A	1.08%	1.11%	1.16%	1.17% ^A
Expenses net of fee waivers, if any	1.07% ^A	1.08%	1.11%	1.16%	1.17% ^A
Expenses net of all reductions	1.07% ^A	1.08%	1.11%	1.16%	1.17% ^A
Net investment income (loss)	4.33% ^A	4.61%	4.90%	4.96%	5.92% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 40,688	$ 46,198	$ 26,143	$ 7,626	$ 862
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

^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 C

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.59	$ 11.20	$ 10.67	$ 9.93	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.20	.45	.44	.45	.15
Net realized and unrealized gain (loss)	(.06)	.60	.62	.74	(.03)
Total from investment operations	.14	1.05	1.06	1.19	.12
Distributions from net investment income	(.30)	(.46)	(.43)	(.45)	(.14)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.53) ^K	(.66)	(.53)	(.45)	(.14)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.20	$ 11.59	$ 11.20	$ 10.67	$ 9.93
Total Return ^{B, C, D}	1.40%	9.66%	10.49%	12.25%	1.29%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Expenses net of fee waivers, if any	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Expenses net of all reductions	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Net investment income (loss)	3.62% ^A	3.88%	4.14%	4.23%	5.21% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 203,248	$ 204,012	$ 52,780	$ 21,555	$ 836
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

^K Total distributions of $.53 per share is comprised of distributions from net investment income of $.297 and distributions from net realized gain of $.236 per share.

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

Semiannual Report

Financial Highlights - Real Estate Income

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.71	$ 11.29	$ 10.75	$ 9.95	$ 8.21	$ 9.43
Income from Investment Operations
Net investment income (loss)^D	.26	.57	.54	.55	.53	.54
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	1.73	(1.27)
Total from investment operations	.21	1.17	1.16	1.31	2.26	(.73)
Distributions from net investment income	(.36)	(.55)	(.52)	(.51)	(.52)	(.50)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-	-
Total distributions	(.60)	(.75)	(.62)	(.51)	(.52)	(.50)
Redemption fees added to paid in capital^D	-^H	-^H	-^H	-^H	-^H	.01
Net asset value, end of period	$ 11.32	$ 11.71	$ 11.29	$ 10.75	$ 9.95	$ 8.21
Total Return^{B, C}	1.97%	10.71%	11.50%	13.41%	28.29%	(6.92)%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.83%^A	.84%	.90%	.92%	.97%	1.00%
Expenses net of fee waivers, if any	.83%^A	.84%	.89%	.92%	.96%	1.00%
Expenses net of all reductions	.83%^A	.84%	.89%	.92%	.96%	1.00%
Net investment income (loss)	4.58%^A	4.85%	5.12%	5.21%	5.60%	7.15%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,449,424	$ 2,884,545	$ 2,252,149	$ 1,660,063	$ 1,030,393	$ 463,269
Portfolio turnover rate^F	18%^A	26%	27%	25%	28%	47%

^A Annualized

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

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

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

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

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

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.69	$ 11.28	$ 10.74	$ 9.95	$ 9.95
Income from Investment Operations
Net investment income (loss) ^D	.26	.57	.55	.55	.19
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	(.04)
Total from investment operations	.21	1.17	1.17	1.31	.15
Distributions from net investment income	(.36)	(.56)	(.53)	(.52)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.60)	(.76)	(.63)	(.52)	(.15)
Redemption fees added to paid in capital ^{D, I}	-	-	-	-	-
Net asset value, end of period	$ 11.30	$ 11.69	$ 11.28	$ 10.74	$ 9.95
Total Return ^{B, C}	2.00%	10.72%	11.62%	13.44%	1.58%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.78% ^A	.80%	.84%	.89%	.85% ^A
Expenses net of fee waivers, if any	.78% ^A	.80%	.84%	.89%	.85% ^A
Expenses net of all reductions	.78% ^A	.80%	.84%	.89%	.85% ^A
Net investment income (loss)	4.63% ^A	4.89%	5.17%	5.24%	6.70% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 570,216	$ 610,045	$ 217,435	$ 43,282	$ 2,930
Portfolio turnover rate ^F	18% ^A	26%	27%	25%	28%

^A Annualized

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

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

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

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

^G For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Asset Type	Fair Value at 01/31/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Asset-Backed Securities	$ 924,990	Discounted cash flow	Yield	7.5%-10.0%/8.4%	Decrease
Bank Loan Obligations	$ 29,640,839	Discounted cash flow	Yield	8.8%-10.8%/10.4%	Decrease
		Replacement cost	Transaction price	$100.90	Increase
Collateralized Mortgage Obligations	$ 891,136	Discounted cash flow	Yield	6.5%-35%/12.2%	Decrease
Commercial Mortgage Securities	$ 3,716,416	Discounted cash flow	Yield	11.0%	Decrease
		Market comparable	Spread	13.5%	Decrease
			Quoted price	$90.00	Increase

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type	Fair Value at 01/31/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 7,125,103	Adjusted book value	Book value multiple	1.3	Increase
Corporate Bonds	$ 692,843	Discounted cash flow	Discount rate	25.0%	Decrease
Preferred Securities	$ 731,756	Discounted cash flow	Yield	15.0%	Decrease

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 261,973,727
Gross unrealized depreciation	(117,905,442)
Net unrealized appreciation (depreciation) on securities and other investments	$ 144,068,285

Tax cost	$ 3,478,395,671

Semiannual Report

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $317,023,796 and $772,955,350, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 454,209	$ 12,764
Class T	-%	.25%	52,628	-
Class C	.75%	.25%	993,167	533,131
			$ 1,500,004	$ 545,895

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

	Retained by FDC
Class A	$ 38,619
Class T	5,145
Class C*	49,275
	$ 93,039

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 390,160	.21
Class T	47,875	.23
Class C	192,786	.19
Real Estate Income	3,006,569	.23
Institutional Class	535,002	.18
	$ 4,172,392

* Annualized

6. Committed Line of Credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements - continued

7. Security Lending - continued

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $16,612.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Class A	$ 11,089,113	$ 10,238,777
Class T	1,257,109	1,523,114
Class C	5,232,131	4,241,554
Real Estate Income	80,991,698	126,726,805
Institutional Class	18,764,664	17,180,188
Total	$ 117,334,715	$ 159,910,438

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended January 31, 2014	Year ended July 31, 2013
From net realized gain
Class A	$ 7,591,572	$ 2,837,075
Class T	874,881	506,062
Class C	4,152,798	1,181,312
Real Estate Income	53,508,403	42,729,814
Institutional Class	12,169,651	4,279,899
Total	$ 78,297,305	$ 51,534,162

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Class A
Shares sold	6,891,371	25,244,691	$ 77,762,538	$ 296,851,509
Reinvestment of distributions	1,384,858	900,102	15,227,597	10,299,964
Shares redeemed	(9,173,932)	(5,925,325)	(103,204,503)	(69,436,144)
Net increase (decrease)	(897,703)	20,219,468	$ (10,214,368)	$ 237,715,329
Class T
Shares sold	513,884	2,730,063	$ 5,800,119	$ 31,978,463
Reinvestment of distributions	166,394	132,742	1,830,121	1,515,681
Shares redeemed	(1,032,143)	(1,226,451)	(11,629,761)	(14,137,454)
Net increase (decrease)	(351,865)	1,636,354	$ (3,999,521)	$ 19,356,690
Class C
Shares sold	3,705,442	14,157,408	$ 41,516,419	$ 165,598,758
Reinvestment of distributions	659,669	375,304	7,210,508	4,279,651
Shares redeemed	(3,829,823)	(1,637,958)	(42,865,936)	(19,029,492)
Net increase (decrease)	535,288	12,894,754	$ 5,860,991	$ 150,848,917
Real Estate Income
Shares sold	29,545,525	123,727,906	$ 334,111,630	$ 1,450,014,694
Reinvestment of distributions	10,885,612	13,299,047	120,139,377	151,923,311
Shares redeemed	(70,321,845)	(90,180,888)	(795,863,350)	(1,057,830,249)
Net increase (decrease)	(29,890,708)	46,846,065	$ (341,612,343)	$ 544,107,756

Semiannual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Institutional Class
Shares sold	14,673,120	42,960,747	$ 165,980,345	$ 506,030,603
Reinvestment of distributions	1,839,876	1,337,082	20,256,563	15,315,413
Shares redeemed	(18,220,990)	(11,392,454)	(205,269,533)	(133,274,193)
Net increase (decrease)	(1,707,994)	32,905,375	$ (19,032,625)	$ 388,071,823

11. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 24, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

REIA-USAN-0314
1.907551.103

Fidelity®

Real Estate Income

Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.06%
Actual		$ 1,000.00	$ 1,018.40	$ 5.39
Hypothetical^A		$ 1,000.00	$ 1,019.86	$ 5.40
Class T	1.07%
Actual		$ 1,000.00	$ 1,018.10	$ 5.44
Hypothetical^A		$ 1,000.00	$ 1,019.81	$ 5.45
Class C	1.79%
Actual		$ 1,000.00	$ 1,014.00	$ 9.09
Hypothetical^A		$ 1,000.00	$ 1,016.18	$ 9.10
Real Estate Income	.83%
Actual		$ 1,000.00	$ 1,019.70	$ 4.23
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Institutional Class	.78%
Actual		$ 1,000.00	$ 1,020.00	$ 3.97
Hypothetical^A		$ 1,000.00	$ 1,021.27	$ 3.97

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
MFA Financial, Inc.	3.0	2.5
Equity Lifestyle Properties, Inc.	2.7	2.1
Acadia Realty Trust (SBI)	2.2	1.6
Ventas, Inc.	1.7	1.5
Mid-America Apartment Communities, Inc.	1.1	0.9
	10.7
Top 5 Bonds as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
iStar Financial, Inc. 5.875% 3/15/16	1.0	0.9
Standard Pacific Corp. 8.375% 5/15/18	0.9	0.8
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17	0.9	0.9
Annaly Capital Management, Inc. 5% 5/15/15	0.9	0.8
M/I Homes, Inc. 8.625% 11/15/18	0.8	0.7
	4.5
Top Five REIT Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Mortgage	16.0	15.3
REITs - Management/Investment	8.9	8.9
REITs - Shopping Centers	6.1	5.3
REITs - Health Care Facilities	6.1	6.2
REITs - Apartments	5.0	5.1

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Common Stocks 31.6%			Common Stocks 32.7%
	Preferred Stocks 14.5%			Preferred Stocks 12.8%
	Bonds 34.3%			Bonds 33.2%
	Convertible Securities 4.0%			Convertible Securities 3.8%
	Other Investments 8.6%			Other Investments 11.0%
	Short-Term Investments and Net Other Assets (Liabilities) 7.0%			Short-Term Investments and Net Other Assets (Liabilities) 6.5%
* Foreign investments		3.2%	** Foreign investments		3.4%

eli1084662

Semiannual Report

Investments January 31, 2014

Showing Percentage of Net Assets

Common Stocks - 31.6%
	Shares		Value
CONSUMER DISCRETIONARY - 0.2%
Household Durables - 0.2%
Stanley Martin Communities LLC Class B (a)	4,620		$ 7,125,103
FINANCIALS - 30.7%
Capital Markets - 0.3%
Ellington Financial LLC	519,500		12,296,565
Real Estate Investment Trusts - 29.7%
Acadia Realty Trust (SBI) (g)	3,085,149		78,517,042
AG Mortgage Investment Trust, Inc.	628,800		10,431,792
American Residential Properties, Inc. (f)	314,046		5,809,851
American Tower Corp.	184,300		14,906,184
Anworth Mortgage Asset Corp.	1,420,710		6,663,130
Apartment Investment & Management Co. Class A	1,317,300		36,844,881
Arbor Realty Trust, Inc. (g)	2,855,075		19,614,365
Associated Estates Realty Corp.	447,708		7,149,897
AvalonBay Communities, Inc.	227,000		28,034,500
BioMed Realty Trust, Inc.	1,166,500		22,758,415
Blackstone Mortgage Trust, Inc.	75,200		2,110,112
Boardwalk (REIT)	126,200		6,628,687
Canadian (REIT)	131,600		5,024,136
CBL & Associates Properties, Inc.	2,224,773		37,798,893
Cedar Shopping Centers, Inc.	1,208,910		7,628,222
Chambers Street Properties (f)	786,493		6,087,456
Chartwell Retirement Residence	459,700		4,395,785
Chartwell Retirement Residence (h)	78,500		750,640
CYS Investments, Inc.	2,004,739		15,877,533
Douglas Emmett, Inc.	829,400		21,091,642
DuPont Fabros Technology, Inc.	110,400		2,869,296
Dynex Capital, Inc.	1,989,943		16,038,941
EastGroup Properties, Inc.	181,500		10,770,210
Ellington Residential Mortgage REIT	260,000		4,204,200
Equity Lifestyle Properties, Inc.	2,451,560		96,370,824
Equity Residential (SBI)	346,100		19,167,018
Excel Trust, Inc.	1,365,628		15,581,815
Extra Space Storage, Inc.	210,300		9,602,298
First Potomac Realty Trust	1,381,615		18,043,892
Glimcher Realty Trust	869,300		7,441,208
H&R REIT/H&R Finance Trust	284,100		5,395,030
Hatteras Financial Corp.	525,200		9,422,088
Highwoods Properties, Inc. (SBI)	245,000		9,099,300
Lexington Corporate Properties Trust	3,229,689		34,912,938
Liberty Property Trust (SBI)	122,600		4,462,640
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
LTC Properties, Inc.	444,013		$ 16,850,293
MFA Financial, Inc.	14,796,493		107,866,417
Mid-America Apartment Communities, Inc.	623,700		40,253,598
Monmouth Real Estate Investment Corp. Class A	707,690		6,539,056
National Retail Properties, Inc.	173,700		5,766,840
Newcastle Investment Corp.	2,318,100		12,610,464
NorthStar Realty Finance Corp. (f)	410,200		5,984,818
Piedmont Office Realty Trust, Inc. Class A	719,200		11,989,064
Prologis, Inc.	876,287		33,964,884
Redwood Trust, Inc. (f)	766,700		14,337,290
Retail Properties America, Inc.	463,550		6,114,225
Select Income (REIT)	416,600		11,498,160
Senior Housing Properties Trust (SBI)	911,300		20,522,476
Simon Property Group, Inc.	166,900		25,842,796
Stag Industrial, Inc.	611,469		13,122,125
Summit Hotel Properties, Inc.	403,700		3,596,967
Terreno Realty Corp. (g)	1,270,164		21,935,732
Two Harbors Investment Corp.	1,644,280		16,163,272
Ventas, Inc.	978,446		61,045,246
Washington REIT (SBI)	426,700		9,942,110
Weyerhaeuser Co.	635,300		18,982,764
WP Carey, Inc.	121,800		7,195,944
			1,073,629,402
Real Estate Management & Development - 0.7%
Brookfield Asset Management, Inc. Class A (f)	257,600		9,783,596
Kennedy-Wilson Holdings, Inc.	664,021		15,949,784
			25,733,380
TOTAL FINANCIALS			1,111,659,347
HEALTH CARE - 0.7%
Health Care Providers & Services - 0.7%
Brookdale Senior Living, Inc. (a)	251,900		6,917,174
Emeritus Corp. (a)	733,074		16,164,282
			23,081,456
TOTAL COMMON STOCKS (Cost $1,066,641,469)		1,141,865,906
Preferred Stocks - 15.6%
	Shares		Value
Convertible Preferred Stocks - 1.1%
FINANCIALS - 1.1%
Real Estate Investment Trusts - 1.1%
Alexandria Real Estate Equities, Inc. Series D 7.00%	95,000		$ 2,493,750
CommonWealth REIT 6.50%	396,216		8,597,887
Excel Trust, Inc. 7.00% (h)	248,200		5,974,174
Health Care REIT, Inc. Series I, 6.50%	46,800		2,549,140
Lexington Corporate Properties Trust Series C, 6.50%	391,173		17,888,341
Ramco-Gershenson Properties Trust (SBI) Series D, 7.25%	40,000		2,351,600
Weyerhaeuser Co. Series A, 6.375%	20,000		1,072,500
			40,927,392
Nonconvertible Preferred Stocks - 14.5%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Red Lion Hotels Capital Trust 9.50%	157,952		4,084,639
FINANCIALS - 14.4%
Capital Markets - 0.1%
Arlington Asset Investment Corp. 6.625%	182,517		3,938,717
Real Estate Investment Trusts - 14.2%
AG Mortgage Investment Trust, Inc. 8.00%	324,817		7,262,908
American Capital Agency Corp. 8.00%	200,000		5,102,000
American Home Mortgage Investment Corp.:
Series A, 9.375% (a)	120,300		12
Series B, 9.25% (a)	124,100		12
American Homes 4 Rent:
Series A, 5.00%	190,000		4,651,200
Series B, 5.00%	120,000		2,946,000
American Realty Capital Properties, Inc. Series F, 6.70%	164,000		3,509,600
Annaly Capital Management, Inc.:
Series A, 7.875%	134,900		3,394,084
Series C, 7.625%	77,837		1,790,251
Series D, 7.50%	213,116		4,850,520
Anworth Mortgage Asset Corp. Series A, 8.625%	309,630		7,647,861
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%	375,101		9,400,031
Apollo Residential Mortgage, Inc. Series A, 8.00%	279,276		6,364,700
Arbor Realty Trust, Inc.:
Series A, 8.25% (g)	189,089		4,731,007
Series B, 7.75% (g)	240,000		5,577,600
Armour Residential REIT, Inc. Series B, 7.875%	153,654		3,363,486
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Ashford Hospitality Trust, Inc.:
Series D, 8.45%	47,000		$ 1,177,820
Series E, 9.00%	85,751		2,230,384
Boston Properties, Inc. 5.25%	10,915		222,884
Campus Crest Communities, Inc. Series A, 8.00%	248,431		6,210,775
Capstead Mortgage Corp. Series E, 7.50%	202,984		4,855,377
CBL & Associates Properties, Inc.:
Series D, 7.375%	289,876		6,977,315
Series E, 6.625%	95,000		2,128,950
Cedar Shopping Centers, Inc. Series B, 7.25%	399,750		9,198,248
CenterPoint Properties Trust Series D, 5.377%	3,575		2,359,500
Chesapeake Lodging Trust Series A, 7.75%	266,916		6,656,885
Colony Financial, Inc. Series A, 8.50%	282,171		7,150,213
CommonWealth REIT:
7.50%	93,300		1,940,640
Series E, 7.25%	518,646		11,736,959
Coresite Realty Corp. Series A, 7.25%	258,224		5,985,632
Corporate Office Properties Trust Series L, 7.375%	80,000		1,953,600
CubeSmart Series A, 7.75%	40,000		1,030,000
CYS Investments, Inc.:
Series A, 7.75%	117,824		2,550,890
Series B, 7.50%	311,567		6,511,750
DDR Corp.:
Series J, 6.50%	237,721		5,336,836
Series K, 6.25%	228,888		4,930,248
Digital Realty Trust, Inc.:
Series E, 7.00%	105,411		2,448,698
Series G, 5.875%	145,444		2,750,346
Duke Realty LP Series L, 6.60%	10,666		254,917
DuPont Fabros Technology, Inc. Series B, 7.625%	331,202		7,948,848
Dynex Capital, Inc.:
Series A, 8.50%	362,932		8,797,472
Series B, 7.625%	252,120		5,551,682
Equity Lifestyle Properties, Inc. Series C, 6.75%	924,148		21,430,992
Essex Property Trust, Inc. Series H, 7.125%	40,000		1,026,000
Excel Trust, Inc. Series B, 8.125%	400,000		10,264,000
First Potomac Realty Trust 7.75%	415,296		10,552,671
Five Oaks Investment Corp. Series A, 8.75%	60,000		1,488,000
General Growth Properties, Inc. Series A, 6.375%	81,868		1,750,338
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Gladstone Commercial Corp. Series C, 7.125%	232,238		$ 5,929,036
Glimcher Realty Trust:
6.875%	256,115		5,621,724
Series G, 8.125%	109,192		2,745,087
Series H, 7.50%	198,527		4,730,898
Hatteras Financial Corp. Series A, 7.625%	197,288		4,409,387
Health Care REIT, Inc. Series J, 6.50%	20,000		473,000
Hersha Hospitality Trust:
Series B, 8.00%	162,538		4,071,577
Series C, 6.875%	50,000		1,145,500
Hospitality Properties Trust Series D, 7.125%	40,800		982,464
Hudson Pacific Properties, Inc. 8.375%	394,069		10,190,624
Inland Real Estate Corp. Series A, 8.125%	423,500		10,883,950
Invesco Mortgage Capital, Inc. Series A, 7.75%	113,342		2,653,336
Investors Real Estate Trust Series B, 7.95%	126,572		3,241,509
iStar Financial, Inc.:
Series E, 7.875%	188,696		4,490,965
Series F, 7.80%	367,813		8,621,537
Kilroy Realty Corp.:
Series G, 6.875%	40,000		924,800
Series H, 6.375%	81,796		1,744,709
Kite Realty Group Trust 8.25%	96,100		2,441,901
LaSalle Hotel Properties:
Series G, 7.25%	42,026		1,029,637
Series H, 7.50%	126,308		3,210,749
Series I, 6.375%	192,698		4,143,007
LBA Realty Fund II:
Series A, 8.75% (a)	69,000		2,829,000
Series B, 7.625%	31,240		596,996
MFA Financial, Inc.:
8.00%	538,930		14,033,737
Series B, 7.50%	567,024		12,361,123
Monmouth Real Estate Investment Corp.:
Series A, 7.625%	80,000		2,001,600
Series B, 7.875%	95,000		2,384,500
National Retail Properties, Inc.:
5.70%	82,104		1,658,501
Series D, 6.625%	144,233		3,395,245
New York Mortgage Trust, Inc. Series B, 7.75%	171,101		3,562,323
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
NorthStar Realty Finance Corp.:
Series B, 8.25%	225,708		$ 5,446,334
Series C, 8.875%	275,338		6,952,285
Series D, 8.50%	161,601		3,952,760
Pebblebrook Hotel Trust:
Series A, 7.875%	412,000		10,526,600
Series B, 8.00%	185,085		4,706,712
Series C, 6.50%	178,160		3,748,486
Pennsylvania (REIT) 7.375%	100,510		2,422,291
Prologis, Inc. Series Q, 8.54%	94,446		5,290,865
PS Business Parks, Inc. Series R, 6.875%	50,000		1,234,500
Regency Centers Corp. Series 6, 6.625%	62,261		1,469,982
Retail Properties America, Inc. 7.00%	291,498		6,552,875
Sabra Health Care REIT, Inc. Series A, 7.125%	200,000		4,950,000
Saul Centers, Inc.:
Series A, 8.00%	38,072		967,790
Series C, 6.875%	315,478		7,382,185
Stag Industrial, Inc.:
Series A, 9.00%	280,000		7,456,400
Series B, 6.625%	80,000		1,836,000
Strategic Hotel & Resorts, Inc.:
Series A, 8.50%	92,323		2,252,681
Series B, 8.25%	80,000		1,933,600
Summit Hotel Properties, Inc.:
Series A, 9.25%	138,340		3,683,994
Series B, 7.875%	190,173		4,720,094
Series C, 7.125%	153,212		3,399,774
Sun Communities, Inc. Series A, 7.125%	360,000		8,622,000
Sunstone Hotel Investors, Inc. Series D, 8.00%	117,623		2,975,862
Taubman Centers, Inc. Series K, 6.25%	96,120		2,094,455
Terreno Realty Corp. Series A, 7.75% (g)	213,690		5,419,178
UMH Properties, Inc. Series A, 8.25%	600,000		15,282,000
Urstadt Biddle Properties, Inc. Series F, 7.125%	210,000		4,914,000
Vornado Realty LP 7.875%	54,682		1,429,934
Weingarten Realty Investors (SBI) Series F, 6.50%	49,813		1,183,059
Winthrop Realty Trust:
7.75%	540,000		13,678,200
Series D, 9.25%	65,000		1,727,050
			510,720,510
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Management & Development - 0.1%
Kennedy-Wilson, Inc. 7.75%	141,574		$ 3,567,665
TOTAL FINANCIALS			518,226,892
TOTAL NONCONVERTIBLE PREFERRED STOCKS			522,311,531
TOTAL PREFERRED STOCKS (Cost $582,100,999)		563,238,923

Corporate Bonds - 20.5%
		Principal Amount (e)
Convertible Bonds - 2.9%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Morgans Hotel Group Co. 2.375% 10/15/14		$ 4,510,000		4,419,800
FINANCIALS - 2.8%
Consumer Finance - 0.1%
Zais Financial Partners LP 8% 11/15/16 (h)		2,000,000		2,013,750
Diversified Financial Services - 0.4%
IAS Operating Partnership LP 5% 3/15/18 (h)		16,990,000		16,151,119
Real Estate Investment Trusts - 2.3%
Annaly Capital Management, Inc. 5% 5/15/15		31,396,000		32,043,543
Ares Commercial Real Estate Corp. 7% 12/15/15		14,700,000		15,030,750
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18		5,750,000		6,228,400
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (h)		1,000,000		1,000,000
Colony Financial, Inc.:
3.875% 1/15/21		3,250,000		3,256,094
5% 4/15/23		9,000,000		9,465,300
PennyMac Corp. 5.375% 5/1/20 (h)		4,000,000		3,877,500
RAIT Financial Trust 4% 10/1/33		2,000,000		1,962,500
Redwood Trust, Inc. 4.625% 4/15/18		8,500,000		8,723,550
				81,587,637
Corporate Bonds - continued
		Principal Amount (e)		Value
Convertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - 0.0%
Forest City Enterprises, Inc. 3.625% 8/15/20 (h)		$ 1,000,000		$ 1,016,875
Grubb & Ellis Co. 7.95% 5/1/15 (d)(h)		5,500,000		11,000
				1,027,875
TOTAL FINANCIALS				100,780,381
TOTAL CONVERTIBLE BONDS				105,200,181
Nonconvertible Bonds - 17.6%
CONSUMER DISCRETIONARY - 6.0%
Hotels, Restaurants & Leisure - 0.8%
FelCor Lodging LP:
5.625% 3/1/23		2,000,000		1,955,000
6.75% 6/1/19		5,875,000		6,315,625
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (h)		4,000,000		4,140,000
Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (h)		4,500,000		4,668,750
RHP Hotel Properties LP/RHP Finance Co. 5% 4/15/21		2,000,000		1,965,000
Times Square Hotel Trust 8.528% 8/1/26 (h)		8,522,092		10,963,039
				30,007,414
Household Durables - 5.2%
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (h)		10,500,000		10,395,000
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (h)		1,000,000		1,005,000
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)		1,615,000		1,691,713
D.R. Horton, Inc.:
4.75% 5/15/17		2,000,000		2,120,000
5.75% 8/15/23		2,510,000		2,585,300
KB Home:
8% 3/15/20		8,465,000		9,417,313
9.1% 9/15/17		8,115,000		9,524,981
Lennar Corp.:
4.125% 12/1/18		5,520,000		5,513,100
5.6% 5/31/15		6,000,000		6,312,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Lennar Corp.: - continued
6.5% 4/15/16		$ 4,000,000		$ 4,350,000
6.95% 6/1/18		14,280,000		15,993,600
M.D.C. Holdings, Inc. 5.5% 1/15/24		500,000		504,384
M/I Homes, Inc. 8.625% 11/15/18		26,055,000		28,269,675
Meritage Homes Corp.:
7% 4/1/22		7,525,000		8,051,750
7.15% 4/15/20		7,060,000		7,713,050
Ryland Group, Inc.:
6.625% 5/1/20		1,555,000		1,659,963
8.4% 5/15/17		5,420,000		6,260,100
Standard Pacific Corp.:
7% 8/15/15		4,000,000		4,250,000
8.375% 5/15/18		28,983,000		33,982,568
10.75% 9/15/16		8,415,000		10,203,188
Toll Brothers Finance Corp. 5.875% 2/15/22		1,550,000		1,619,750
William Lyon Homes, Inc.:
8.5% 11/15/20		13,595,000		14,682,600
8.5% 11/15/20 (h)		1,955,000		2,111,400
				188,216,435
TOTAL CONSUMER DISCRETIONARY				218,223,849
CONSUMER STAPLES - 0.0%
Food & Staples Retailing - 0.0%
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20		759,804		854,780
FINANCIALS - 10.6%
Diversified Financial Services - 0.4%
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (h)		4,755,000		5,052,188
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
5.875% 2/1/22 (h)		3,680,000		3,647,800
6% 8/1/20 (h)		3,000,000		3,108,750
6% 8/1/20		3,000,000		3,093,750
				14,902,488
Real Estate Investment Trusts - 7.6%
American Tower Corp. 3.4% 2/15/19		1,000,000		1,034,044
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Camden Property Trust 5% 6/15/15		$ 1,100,000		$ 1,159,763
CBL & Associates LP 5.25% 12/1/23		1,000,000		1,031,153
Commercial Net Lease Realty, Inc.:
6.15% 12/15/15		2,526,000		2,755,333
6.25% 6/15/14		8,355,000		8,514,071
CubeSmart LP 4.8% 7/15/22		2,000,000		2,099,572
Developers Diversified Realty Corp.:
5.5% 5/1/15		4,000,000		4,213,788
7.5% 4/1/17		6,000,000		6,984,114
7.5% 7/15/18		8,756,000		10,467,816
7.875% 9/1/20		4,637,000		5,771,906
9.625% 3/15/16		3,836,000		4,474,909
DuPont Fabros Technology LP 5.875% 9/15/21		1,000,000		1,037,500
Equity One, Inc.:
5.375% 10/15/15		3,500,000		3,749,127
6.25% 1/15/17		3,000,000		3,351,852
Equity Residential 5.125% 3/15/16		7,201,000		7,819,681
Health Care Property Investors, Inc.:
5.625% 5/1/17		2,980,000		3,342,025
6% 3/1/15		1,000,000		1,055,717
6% 1/30/17		2,383,000		2,686,089
7.072% 6/8/15		1,500,000		1,616,607
Health Care REIT, Inc.:
3.625% 3/15/16		7,685,000		8,096,801
4.125% 4/1/19		2,000,000		2,129,286
6.2% 6/1/16		2,750,000		3,067,180
Healthcare Realty Trust, Inc.:
3.75% 4/15/23		4,022,000		3,814,336
5.75% 1/15/21		3,095,000		3,393,110
6.5% 1/17/17		2,875,000		3,230,626
Highwoods/Forsyth LP:
3.625% 1/15/23		1,607,000		1,512,353
5.85% 3/15/17		2,800,000		3,102,921
Hospitality Properties Trust:
5% 8/15/22		3,177,000		3,293,958
5.625% 3/15/17		915,000		996,334
7.875% 8/15/14		1,000,000		1,001,994
HRPT Properties Trust:
5.75% 11/1/15		4,826,000		5,025,516
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
HRPT Properties Trust: - continued
6.25% 8/15/16		$ 9,675,000		$ 10,294,655
6.25% 6/15/17		1,055,000		1,133,890
6.65% 1/15/18		4,246,000		4,658,749
iStar Financial, Inc.:
3.875% 7/1/16		2,855,000		2,926,375
5.85% 3/15/17		3,587,000		3,838,090
5.875% 3/15/16		34,260,000		36,658,200
6.05% 4/15/15		14,630,000		15,361,500
7.125% 2/15/18		5,725,000		6,397,688
9% 6/1/17		9,175,000		10,780,625
MPT Operating Partnership LP/MPT Finance Corp.:
6.375% 2/15/22		3,610,000		3,727,325
6.875% 5/1/21		2,000,000		2,130,000
National Retail Properties, Inc. 3.3% 4/15/23		2,000,000		1,871,158
Nationwide Health Properties, Inc. 6% 5/20/15		5,670,000		6,052,504
Omega Healthcare Investors, Inc.:
6.75% 10/15/22		2,115,000		2,284,200
7.5% 2/15/20		1,000,000		1,077,500
Potlatch Corp. 7.5% 11/1/19		1,000,000		1,150,000
Prologis LP:
6.625% 5/15/18		6,480,000		7,611,900
7.625% 7/1/17		4,690,000		5,357,593
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20		2,000,000		2,371,168
Senior Housing Properties Trust:
4.3% 1/15/16		5,000,000		5,210,200
6.75% 4/15/20		13,624,000		15,449,820
6.75% 12/15/21		8,000,000		9,036,848
United Dominion Realty Trust, Inc.:
5.25% 1/15/15		1,000,000		1,039,444
5.25% 1/15/16		4,000,000		4,306,272
				272,555,186
Real Estate Management & Development - 2.6%
BioMed Realty LP 3.85% 4/15/16		2,000,000		2,090,372
Brandywine Operating Partnership LP 7.5% 5/15/15		1,000,000		1,081,074
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
CBRE Group, Inc.:
5% 3/15/23		$ 6,020,000		$ 5,756,625
6.625% 10/15/20		1,205,000		1,290,856
Corporate Office Properties LP 3.6% 5/15/23		5,000,000		4,640,125
ERP Operating LP 5.25% 9/15/14		4,815,000		4,950,692
Host Hotels & Resorts LP 5.25% 3/15/22		2,000,000		2,139,956
Howard Hughes Corp. 6.875% 10/1/21 (h)		7,715,000		8,042,888
Kennedy-Wilson, Inc. 8.75% 4/1/19		20,410,000		22,195,875
Mid-America Apartments LP:
6.05% 9/1/16 (h)		2,500,000		2,765,765
6.25% 6/15/14 (h)		3,094,000		3,155,605
Realogy Corp. 7.875% 2/15/19 (h)		7,085,000		7,722,650
Regency Centers LP:
5.25% 8/1/15		4,509,000		4,778,264
5.875% 6/15/17		400,000		446,955
Ventas Realty LP/Ventas Capital Corp.:
2.7% 4/1/20		3,000,000		2,911,527
3.125% 11/30/15		13,807,000		14,362,235
4% 4/30/19		2,262,000		2,406,820
Wells Operating Partnership II LP 5.875% 4/1/18		3,000,000		3,185,289
				93,923,573
Thrifts & Mortgage Finance - 0.0%
Wrightwood Capital LLC 1.9% 4/20/20 (d)		364,654		692,843
TOTAL FINANCIALS				382,074,090
HEALTH CARE - 0.6%
Health Care Equipment & Supplies - 0.3%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:
6% 10/15/21		1,370,000		1,404,250
7.75% 2/15/19		10,410,000		11,190,750
				12,595,000
Corporate Bonds - continued
		Principal Amount (e)		Value
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 0.3%
Sabra Health Care LP/Sabra Capital Corp.:
5.375% 6/1/23		$ 2,795,000		$ 2,725,125
5.5% 2/1/21		7,425,000		7,536,375
				10,261,500
TOTAL HEALTH CARE				22,856,500
INDUSTRIALS - 0.2%
Commercial Services & Supplies - 0.1%
Iron Mountain, Inc. 5.75% 8/15/24		4,235,000		3,959,725
Industrial Conglomerates - 0.1%
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17		3,050,000		3,202,500
TOTAL INDUSTRIALS				7,162,225
INFORMATION TECHNOLOGY - 0.1%
Internet Software & Services - 0.1%
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22		3,000,000		3,097,500
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Crown Castle International Corp. 5.25% 1/15/23		4,000,000		3,965,000
TOTAL NONCONVERTIBLE BONDS				638,233,944
TOTAL CORPORATE BONDS (Cost $697,999,846)			743,434,125
Asset-Backed Securities - 3.2%

Capital Trust RE CDO Ltd.:
Series 2005-1A Class D, 1.657% 3/20/50 (h)(i)		2,250,000		95,625
Series 2005-3A Class A2, 5.16% 6/25/35 (h)		264,431		264,431
CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4904% 1/20/37 (h)(i)		357,183		339,324
CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (h)		956,538		946,973
Asset-Backed Securities - continued
		Principal Amount (e)		Value
CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4899% 4/7/52 (h)(i)		$ 3,497,294		$ 3,374,889
Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 (i)		500,000		429,076
Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (h)		556,208		339,565
Crest Dartmouth Street Ltd./Crest Dartmouth Street Corp. Series 2003-1A Class D, 9% 6/28/38 (h)		582,049		585,425
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27		8,802,183		8,552,351
Fairfield Street Solar Corp. Series 2004-1A Class E1, 3.6026% 11/28/39 (h)(i)		598,811		17,964
Green Tree Financial Corp.:
Series 1996-4 Class M1, 7.75% 6/15/27		1,788,179		1,699,280
Series 1997-3 Class M1, 7.53% 3/15/28		7,126,308		5,925,070
GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 2.658% 6/25/35 (i)(k)		483,868		10,762
Guggenheim Structured Real Estate Funding Ltd./Guggenheim Structured Real Estate Funding LLC Series 2005-2A:
Class D, 1.708% 8/26/30 (h)(i)		735,000		718,830
Class E, 2.158% 8/26/30 (h)(i)		1,420,000		954,950
HLSS Servicer Advance Receivables Backed Notes Series 2013-T2 Class D2, 2.388% 5/16/44 (h)		3,000,000		2,969,838
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40		1,044,685		506,672
Merit Securities Corp. Series 13 Class M1, 8.63% 12/28/33 (i)		1,923,000		2,049,803
Mesa West Capital CDO Ltd. Series 2007-1A:
Class A1, 0.418% 2/25/47 (h)(i)		5,391,235		5,291,497
Class A2, 0.448% 2/25/47 (h)(i)		21,240,000		19,997,460
N-Star Real Estate CDO Ltd. Series 1A Class C1B, 7.696% 8/28/38 (h)		899,989		773,990
Newcastle Investment Trust Series 2011-MH1 Class A, 2.45% 12/10/33 (h)		1,508,636		1,522,450
Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.8878% 2/5/36 (h)(i)		3,748,294		375
Wachovia Ltd./Wachovia LLC:
Series 2006-1 Class 1ML, 5.7459% 9/25/26 (h)(i)		2,000,000		1,375,000
Series 2006-1A:
Class A1A, 0.5059% 9/25/26 (h)(i)		741,277		739,795
Class A1B, 0.5759% 9/25/26 (h)(i)		22,506,000		22,055,880
Class A2B, 0.5559% 9/25/26 (h)(i)		394,075		390,922
Class B, 0.6059% 9/25/26 (h)(i)		3,450,000		3,355,125
Asset-Backed Securities - continued
		Principal Amount (e)		Value
Wachovia Ltd./Wachovia LLC: - continued
Series 2006-1A: - continued
Class C, 0.7759% 9/25/26 (h)(i)		$ 7,030,000		$ 6,801,525
Class D, 0.8759% 9/25/26 (h)(i)		2,080,000		1,955,200
Class E, 0.9759% 9/25/26 (h)(i)		2,780,000		2,592,350
Class F, 1.3959% 9/25/26 (h)(i)		3,483,000		3,195,653
Class G, 1.5959% 9/25/26 (h)(i)		1,599,000		1,461,166
Class H, 1.8959% 9/25/26 (h)(i)		1,535,000		1,398,846
Class J, 2.9959% 9/25/26 (h)(i)		1,500,000		1,380,000
Class K, 3.4959% 9/25/26 (h)(i)		2,475,000		2,208,938
Class L, 4.2459% 9/25/26 (h)(i)		1,500,000		1,357,500
Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:
Class A1, 0.5591% 11/21/40 (h)(i)		7,481,136		6,957,457
Class F, 2.1891% 11/21/40 (h)(i)		250,000		50,000
TOTAL ASSET-BACKED SECURITIES (Cost $114,563,877)			114,641,957
Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.3%
COMM pass-thru certificates Series 2007-FL14 Class AJ, 0.34% 6/15/22 (h)(i)		733,704		726,367
Countrywide Home Loans, Inc.:
Series 2002-38 Class B3, 5% 2/25/18 (h)		42,378		1,589
Series 2002-R2 Class 2B3, 3.6513% 7/25/33 (h)(i)		189,945		76,333
Series 2003-40 Class B3, 4.5% 10/25/18 (h)		33,321		1,497
Series 2003-R3 Class B2, 5.5% 11/25/33 (h)		1,161,999		141,872
Series 2004-R1 Class 1B3, 5.5% 11/25/34 (h)(i)		76,089		7,145
FREMF Mortgage Trust:
Series 2010-K6 Class B, 5.3581% 12/25/46 (h)(i)		4,500,000		4,871,462
Series 2010-K7 Class B, 5.4355% 4/25/20 (h)(i)		3,200,000		3,480,656
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (h)		1,638,628		1,731,910
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.111% 7/10/35 (h)(i)		181,763		192,622
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (h)		18,829		16,675
RESIX Finance Ltd. floater:
Series 2003-D Class B8, 6.661% 12/10/35 (h)(i)		189,090		57,908
Collateralized Mortgage Obligations - continued
		Principal Amount (e)		Value
Private Sponsor - continued
RESIX Finance Ltd. floater: - continued
Series 2004-A Class B7, 4.411% 2/10/36 (h)(i)		$ 200,695		$ 82,924
Series 2004-B Class B7, 4.161% 2/10/36 (h)(i)		248,943		93,398
TOTAL PRIVATE SPONSOR				11,482,358
U.S. Government Agency - 0.0%
Fannie Mae REMIC Trust:
Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (k)		127,400		54,982
Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.1457% 2/25/42 (h)(i)		90,651		49,412
Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.6738% 12/25/42 (i)(k)		197,185		46,241
Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.0928% 6/25/43 (h)(i)		132,346		55,746
Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.1237% 10/25/42 (h)(i)		58,076		31,057
TOTAL U.S. GOVERNMENT AGENCY				237,438
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $11,325,360)			11,719,796
Commercial Mortgage Securities - 13.2%

ACGS Series 2004-1 Class P, 7.4605% 8/1/19 (k)		2,464,147		2,445,186
Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (h)		2,000,000		2,274,055
Banc of America Commercial Mortgage Trust:
Series 2005-1 Class CJ, 5.2895% 11/10/42 (i)		3,580,000		3,735,197
Series 2005-5 Class D, 5.223% 10/10/45 (i)		4,000,000		4,062,524
Series 2005-6 Class AJ, 5.1841% 9/10/47 (i)		5,000,000		5,307,780
Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.16% 3/15/22 (h)(i)		760,684		573,335
Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.66% 8/15/17 (h)(i)		4,900,000		5,033,770
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.439% 3/11/39 (i)		5,700,000		5,942,735
Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.5794% 4/12/38 (h)(i)		2,520,000		2,682,512
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.91% 8/15/26 (h)(i)		2,500,000		2,502,370
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.1076% 9/10/46 (h)(i)		$ 2,750,000		$ 2,523,925
COMM Mortgage Trust:
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (h)		4,300,000		3,129,153
Series 2012-CR5 Class D, 4.3351% 12/10/45 (h)(i)		2,000,000		1,908,480
Series 2013-CR10 Class D, 4.958% 8/10/46 (h)(i)		2,000,000		1,825,789
Series 2013-CR12 Class D, 5.086% 10/10/46 (h)(i)		1,500,000		1,369,271
Series 2013-CR9 Class D, 4.403% 7/10/45 (h)		2,000,000		1,724,774
Series 2013-LC6 Class D, 4.2901% 1/10/46 (h)(i)		2,000,000		1,782,110
COMM Mortgage Trust pass-thru certificates floater Series 2006-FL12:
Class AJ, 0.29% 12/15/20 (h)(i)		1,949,031		1,926,584
Class B, 0.33% 12/15/20 (h)(i)		2,599,623		2,563,993
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (h)		2,789,999		2,698,484
Commercial Mortgage Trust pass-thru certificates:
Series 2005-C6 Class AJ, 5.209% 6/10/44 (i)		5,000,000		5,250,595
Series 2012-CR1:
Class C, 5.3677% 5/15/45 (i)		1,000,000		1,059,763
Class D, 5.3677% 5/15/45 (h)(i)		5,550,000		5,454,218
Series 2012-CR2:
Class D, 4.8579% 8/15/45 (h)(i)		4,500,000		4,446,531
Class E, 4.8579% 8/15/45 (h)(i)		6,000,000		5,670,510
Series 2012-LC4:
Class C, 5.6478% 12/10/44 (i)		2,000,000		2,161,368
Class D, 5.6478% 12/10/44 (h)(i)		8,000,000		7,877,024
Credit Suisse First Boston Mortgage Securities Corp.:
Series 1998-C1 Class F, 6% 5/17/40 (h)		1,696,183		1,812,732
Series 1998-C2 Class F, 6.75% 11/15/30 (h)		2,375,180		2,462,744
DBUBS Mortgage Trust Series 2011-LC1A Class E, 5.5571% 11/10/46 (h)(i)		12,490,000		12,927,425
Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31		358,081		357,755
DLJ Commercial Mortgage Corp. Series 1998-CG1 Class B4, 7.1722% 6/10/31 (h)(i)		91,642		91,620
Extended Stay America Trust:
Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (h)		500,000		490,161
Series 2013-ESHM Class M, 7.625% 12/5/19 (h)		3,700,694		3,801,018
Freddie Mac:
pass-thru certificates:
Series K011 Class X3, 2.5751% 12/25/43 (i)(j)		12,206,096		1,758,398
Series K012 Class X3, 2.2879% 1/25/41 (i)(j)		21,072,886		2,713,872
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Freddie Mac: - continued
pass-thru certificates: - continued
Series K013 Class X3, 2.7902% 1/25/43 (i)(j)		$ 14,360,000		$ 2,289,530
Series KAIV Class X2, 3.6147% 6/25/46 (i)(j)		7,430,000		1,520,886
G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (h)		723,928		725,376
GMAC Commercial Mortgage Securities, Inc.:
Series 1997-C2 Class G, 6.75% 4/15/29 (i)		794,827		873,652
Series 1999-C3 Class J, 6.974% 8/15/36 (h)		1,500,000		1,532,558
Series 2000-C1 Class K, 7% 3/15/33		31,530		32,152
GS Mortgage Securities Corp. II Series 2010-C1:
Class D, 5.9793% 8/10/43 (h)(i)		4,000,000		4,307,100
Class E, 4% 8/10/43 (h)		3,770,000		3,207,346
GS Mortgage Securities Trust:
Series 2010-C2 Class D, 5.225% 12/10/43 (h)(i)		3,000,000		3,060,978
Series 2011-GC5:
Class C, 5.3074% 8/10/44 (h)(i)		9,000,000		9,663,597
Class D, 5.3074% 8/10/44 (h)(i)		4,000,000		3,994,952
Series 2012-GC6 Class C, 5.638% 1/10/45 (h)(i)		3,600,000		3,895,621
Series 2012-GCJ7:
Class C, 5.7227% 5/10/45 (i)		6,500,000		7,017,280
Class D, 5.7227% 5/10/45 (h)(i)		2,000,000		2,001,818
Series 2013-GC16 Class D, 5.323% 11/10/46 (h)(i)		3,250,000		2,997,515
Hilton U.S.A. Trust Series 2013-HLT Class EFX, 5.2216% 11/5/30 (h)(i)		3,000,000		3,039,243
Invitation Homes Trust floater Series 2013-SFR1:
Class E, 2.814% 12/17/30 (h)(i)		1,500,000		1,504,728
Class F, 3.814% 12/17/30 (h)(i)		1,750,000		1,758,530
JP Morgan Chase Commercial Mortgage Securities Trust floater:
Series 2013-JWMZ Class M, 6.16% 4/15/18 (h)(i)		2,225,379		2,250,202
Series 2013-JWRZ Class E, 3.9% 4/15/30 (h)(i)		3,400,000		3,389,136
JPMorgan Chase Commercial Mortgage Securities Corp.:
Series 2003-C1 Class F, 6.0065% 1/12/37 (h)(i)		1,000,000		1,013,648
Series 2009-IWST:
Class C, 7.4453% 12/5/27 (h)(i)		3,000,000		3,608,499
Class D, 7.4453% 12/5/27 (h)(i)		9,550,000		10,784,681
Series 2010-CNTM Class MZ, 8.5% 8/5/20 (h)		9,000,000		9,458,966
Series 2010-CNTR:
Class D, 6.1838% 8/5/32 (h)(i)		4,500,000		4,936,244
Class XB, 0.9305% 8/5/32 (h)(i)(j)		32,655,000		1,430,704
Series 2012-CBX Class C, 5.1867% 6/16/45 (i)		4,530,000		4,700,225
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
JPMorgan Chase Commercial Mortgage Securities Trust:
floater:
Series 2013-INMZ Class M, 6.1375% 9/15/18 (h)(i)		$ 1,000,000		$ 1,005,841
Series 2013-INN Class E, 4.41% 10/15/30 (h)(i)		2,000,000		2,002,131
Series 2014-FBLU Class E, 3.665% 12/15/28 (i)		2,000,000		2,002,542
Series 2005-LDP5 Class AJ, 5.3211% 12/15/44 (i)		3,470,000		3,674,177
Series 2011-C5 Class C, 5.3144% 8/15/46 (h)(i)		6,525,375		7,002,158
JPMorgan Chase Commercial Mortgage Trust Series 2013-LC11 Class D, 4.2427% 4/15/46 (i)		3,750,000		3,286,800
JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8:
Class G, 6% 7/15/31 (h)		93,196		93,402
Class H, 6% 7/15/31 (h)		1,424,589		911,740
LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (h)		485,459		490,596
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2004-C2 Class E, 4.487% 3/15/36		2,060,000		2,062,167
Series 2005-C3 Class AJ, 4.843% 7/15/40		6,620,000		6,895,915
Series 2005-C7 Class AJ, 5.323% 11/15/40 (i)		8,000,000		8,452,856
Series 2006-C7 Class AM, 5.378% 11/15/38		2,040,000		2,209,196
Series 2004-C7 Class E, 4.918% 10/15/36		5,120,000		5,234,637
Series 2005-C1 Class E, 4.924% 2/15/40		4,000,000		4,060,432
Series 2006-C4:
Class AJ, 5.878% 6/15/38 (i)		7,005,000		7,418,946
Class AM, 5.878% 6/15/38 (i)		6,700,000		7,369,183
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2007-LLFA Class E, 1.06% 6/15/22 (h)(i)		903,630		901,604
LSTAR Commercial Mortgage Trust Series 2011-1:
Class B, 5.3966% 6/25/43 (h)(i)		6,165,000		6,307,431
Class D, 5.3966% 6/25/43 (h)(i)		4,699,000		4,707,743
Mach One Trust LLC Series 2004-1A Class H, 6.2765% 5/28/40 (h)(i)		2,840,000		2,931,448
Merrill Lynch Financial Asset, Inc. Series 2005-CA16:
Class F, 4.384% 7/12/37	CAD	710,000		579,482
Class G, 4.384% 7/12/37	CAD	355,000		285,919
Class H, 4.384% 7/12/37	CAD	236,000		187,580
Class J, 4.384% 7/12/37	CAD	355,000		278,479
Class K, 4.384% 7/12/37	CAD	355,000		274,859
Class L, 4.384% 7/12/37	CAD	236,000		180,360
Class M, 4.384% 7/12/37	CAD	995,000		716,478
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
Merrill Lynch Mortgage Investors Trust Series 1999-C1 Class G, 6.71% 11/15/31 (h)		$ 700,736		$ 350,368
Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.6764% 5/12/39 (i)		1,200,000		1,303,997
Mezz Capital Commercial Mortgage Trust:
sequential payer:
Series 2004-C1 Class A, 4.836% 1/15/37 (h)		158,510		158,510
Series 2004-C2 Class A, 5.318% 10/15/40 (h)		8,249,838		7,754,847
Series 2004-C1 Class IO, 8.5904% 1/15/37 (h)(i)(j)		757,945		32,213
Morgan Stanley BAML Trust:
Series 2013-C12 Class D, 4.935% 10/15/46 (h)		3,250,000		2,928,097
Series 2013-C13 Class D, 4.8964% 11/15/46 (h)(i)		2,500,000		2,244,578
Series 2013-C7 Class E, 4.3038% 2/15/46 (h)(i)		1,000,000		807,020
Series 2013-C9 Class D, 4.1604% 5/15/46 (h)(i)		5,000,000		4,321,420
Morgan Stanley Capital I Trust:
sequential payer:
Series 2006-HQ10 Class AM, 5.36% 11/12/41		8,200,000		9,027,347
Series 2012-C4 Class E, 5.5254% 3/15/45 (h)(i)		5,630,000		5,646,310
Series 1997-RR Class F, 7.4283% 4/30/39 (h)(i)		886,427		886,427
Series 1998-CF1 Class G, 7.35% 7/15/32 (h)		2,640,970		2,063,081
Series 2005-HQ5 Class B, 5.272% 1/14/42		2,000,000		2,064,324
Series 2005-HQ6 Class AJ, 5.073% 8/13/42 (i)		2,500,000		2,626,748
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43		7,500,000		8,162,715
Series 2011-C1 Class C, 5.2519% 9/15/47 (h)(i)		4,000,000		4,359,296
Series 2011-C2:
Class D, 5.3058% 6/15/44 (h)(i)		4,610,000		4,801,702
Class E, 5.3058% 6/15/44 (h)(i)		9,600,000		9,868,493
Class F, 5.3058% 6/15/44 (h)(i)		4,440,000		4,002,829
Class XB, 0.4596% 6/15/44 (h)(i)(j)		63,708,222		2,052,870
Series 2011-C3:
Class C, 5.1765% 7/15/49 (h)(i)		2,000,000		2,119,242
Class D, 5.1765% 7/15/49 (h)(i)		7,400,000		7,603,803
Series 2012-C4 Class D, 5.5254% 3/15/45 (h)(i)		6,310,000		6,543,085
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (h)		4,081,874		5,092,955
RBSCF Trust Series 2010-MB1 Class D, 4.686% 4/15/24 (h)(i)		9,049,000		9,348,965
Salomon Brothers Mortgage Securities VII, Inc. Series 2001-MMA Class E3, 6.5% 2/18/34 (h)(i)		23,452		23,451
SCG Trust Series 2013-SRP1 Class D, 3.5105% 11/15/26 (h)(i)		1,000,000		965,467
TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5649% 8/15/39 (i)		2,080,000		2,215,780
Commercial Mortgage Securities - continued
		Principal Amount (e)		Value
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (h)		$ 10,630,000		$ 10,861,298
UBS Commercial Mortgage Trust Series 2007-FL1 Class F, 0.735% 7/15/24 (h)(i)		1,200,000		1,080,000
UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49		3,043,674		3,039,193
UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 5.8747% 1/10/45 (h)(i)		3,000,000		3,418,389
Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (h)		2,540,000		2,870,429
Wachovia Bank Commercial Mortgage Trust:
Series 2004-C10 Class E, 4.931% 2/15/41		2,000,000		1,997,658
Series 2004-C11:
Class D, 5.3772% 1/15/41 (i)		5,177,000		5,283,367
Class E, 5.4272% 1/15/41 (i)		3,785,000		3,853,618
Series 2004-C12 Class D, 5.2885% 7/15/41 (i)		2,750,000		2,782,590
Series 2004-C14 Class B, 5.17% 8/15/41		3,180,000		3,234,181
Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.7789% 10/15/45 (h)(i)		9,999,000		9,450,165
WF-RBS Commercial Mortgage Trust:
Series 2011-C3:
Class C, 5.335% 3/15/44 (h)		4,900,000		5,245,455
Class D, 5.5481% 3/15/44 (h)(i)		1,000,000		1,029,096
Class E, 5% 3/15/44 (h)		3,000,000		2,674,524
Series 2011-C5 Class F, 5.25% 11/15/44 (h)(i)		3,000,000		2,702,016
Series 2012-C10 Class E, 4.4601% 12/15/45 (h)(i)		4,090,000		3,271,538
Series 2012-C7 Class D, 4.8477% 6/15/45 (h)(i)		2,380,000		2,369,785
Series 2013-C11:
Class D, 4.1841% 3/15/45 (h)(i)		5,830,000		5,118,501
Class E, 4.1841% 3/15/45 (h)(i)		4,780,000		3,803,303
Series 2013-C13 Class D, 4.2791% 5/15/45 (h)(i)		4,000,000		3,462,248
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $436,709,785)			477,790,324
Bank Loan Obligations - 8.6%

CONSUMER DISCRETIONARY - 2.1%
Hotels, Restaurants & Leisure - 1.9%
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (i)		11,500,000		11,615,000
Cedar Fair LP Tranche B, term loan 3.25% 3/6/20 (i)		2,760,267		2,760,267
Bank Loan Obligations - continued
		Principal Amount (e)		Value
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (i)		$ 1,795,000		$ 1,817,438
Cooper Hotel Group REL 12% 11/6/17		13,321,478		13,987,552
Extended Stay America, Inc. REL 9.625% 12/1/19		2,365,741		2,431,981
Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (i)		510,000		521,475
Hilton Worldwide Finance, LLC Tranche B, term loan 3.75% 10/25/20 (i)		9,457,895		9,517,007
La Quinta:
Tranche A, term loan 11.375% 7/6/14 (i)		7,990,026		8,049,951
Tranche B, term loan 11.375% 7/6/14 (i)		5,992,520		6,037,464
Tranche D, term loan 14.9% 7/6/14 (i)		12,000,000		12,150,000
				68,888,135
Multiline Retail - 0.1%
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (i)		3,517,325		3,407,409
Specialty Retail - 0.1%
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (i)		5,301,450		5,361,091
TOTAL CONSUMER DISCRETIONARY				77,656,635
CONSUMER STAPLES - 0.1%
Food & Staples Retailing - 0.1%
Albertson's LLC Tranche B 1LN, term loan 4.25% 3/21/16 (i)		5,149,125		5,187,743
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Panda Sherman Power, LLC term loan 9% 9/14/18 (i)		7,200,000		7,362,000
Panda Temple Power, LLC term loan 7.25% 4/3/19 (i)		8,580,000		8,826,675
				16,188,675
FINANCIALS - 4.1%
Diversified Financial Services - 1.4%
Blackstone REL 10% 10/1/17		17,414,871		17,763,169
BRE Select Hotels Corp. REL 5.91% 5/9/18 (i)		12,235,818		12,345,940
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (i)		5,417,775		5,424,547
Pilot Travel Centers LLC:
Tranche B 2LN, term loan 4.25% 8/7/19 (i)		7,171,905		7,235,018
Bank Loan Obligations - continued
		Principal Amount (e)		Value
FINANCIALS - continued
Diversified Financial Services - continued
Pilot Travel Centers LLC: - continued
Tranche B, term loan 3.75% 3/30/18 (i)		$ 6,616,664		$ 6,641,808
SBA Senior Finance, Inc. Tranche B, term loan 3.75% 6/30/18 (i)		1,083,174		1,087,236
				50,497,718
Real Estate Investment Trusts - 1.0%
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17 (i)		32,355,790		32,477,124
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/10/20 (i)		5,303,205		5,306,520
				37,783,644
Real Estate Management & Development - 1.6%
CBRE Group, Inc. Tranche B, term loan 2.9202% 3/28/21 (i)		4,491,063		4,496,676
CityCenter REL 8.75% 7/12/14 (i)		3,307,347		3,307,347
Equity Inns Reality LLC:
Tranche A, term loan 11% 11/4/14 (i)		8,734,898		8,734,898
Tranche B 2LN, term loan 8.05% 11/4/14 (i)		15,000,000		14,925,000
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (i)		910,342		908,066
Realogy Group LLC Tranche B, term loan 4.5% 3/5/20 (i)		27,204,425		27,340,447
				59,712,434
Thrifts & Mortgage Finance - 0.1%
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (i)		1,952,750		1,967,396
TOTAL FINANCIALS				149,961,192
HEALTH CARE - 0.3%
Health Care Providers & Services - 0.3%
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (i)		2,111,164		2,132,276
Tranche E, term loan 3.4869% 1/25/17 (i)		792,083		796,044
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (i)		7,040,067		7,040,067
				9,968,387
Bank Loan Obligations - continued
		Principal Amount (e)		Value
INDUSTRIALS - 0.4%
Construction & Engineering - 0.4%
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (i)		$ 13,064,696		$ 12,852,395
TELECOMMUNICATION SERVICES - 0.4%
Wireless Telecommunication Services - 0.4%
Crown Castle Operating Co.:
Tranche A, term loan 2.1595% 1/31/19 (i)		4,610,909		4,576,327
Tranche B 2LN, term loan 3.25% 1/31/21 (i)		9,166,854		9,166,854
SBA Senior Finance II, LLC term loan 3.75% 9/28/19 (i)		1,226,177		1,230,776
				14,973,957
UTILITIES - 0.7%
Electric Utilities - 0.4%
EquiPower Resources Holdings LLC:
Tranche B 1LN, term loan 4.25% 12/21/18 (i)		4,980,532		4,999,209
Tranche C, term loan 4.25% 12/31/19 (i)		1,154,613		1,158,943
Essential Power LLC Tranche B, term loan 4.25% 8/8/19 (i)		3,415,526		3,372,832
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (i)		4,670,652		4,717,359
				14,248,343
Independent Power Producers & Energy Traders - 0.3%
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (i)		2,000,000		2,020,000
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (i)		8,955,000		8,977,388
				10,997,388
TOTAL UTILITIES				25,245,731
TOTAL BANK LOAN OBLIGATIONS (Cost $309,431,103)			312,034,715

Preferred Securities - 0.0%
	Principal Amount (e)		Value
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (h)	$ 500,000		$ 25,000
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (h)	1,220,000		731,756
			756,756
TOTAL PREFERRED SECURITIES (Cost $1,295,562)		756,756
Money Market Funds - 7.1%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	236,090,254		236,090,254
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	20,891,200		20,891,200
TOTAL MONEY MARKET FUNDS (Cost $256,981,454)		256,981,454
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $3,477,049,455)			3,622,463,956
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(3,435,353)
NET ASSETS - 100%		$ 3,619,028,603

Currency Abbreviations
CAD	-	Canadian dollar

Legend

(a) Non-income producing

(d) Non-income producing - Security is in default.

(e) Amount is stated in United States dollars unless otherwise noted.

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

(g) Affiliated company

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

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
ACGS Series 2004-1 Class P, 7.4605% 8/1/19	2/17/11	$ 2,386,192
Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41	5/21/03	$ 110,400
Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.6738% 12/25/42	3/25/03	$ 117,243
GSR Mortgage Loan Trust Series 2005-HE3 Class B3, 2.658% 6/25/35	6/3/05	$ 426,872

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	$ 112,417
Fidelity Securities Lending Cash Central Fund	51,779
Total	$ 164,196

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Acadia Realty Trust (SBI)	$ 67,194,255	$ 11,954,788	$ -	$ 1,139,187	$ 78,517,042
Arbor Realty Trust, Inc.	21,107,288	385,621	-	735,079	19,614,365
Arbor Realty Trust, Inc. Series A, 8.25%	4,748,025	-	-	194,998	4,731,007
Arbor Realty Trust, Inc. Series B, 7.75%	5,901,600	-	-	260,922	5,577,600
Terreno Realty Corp.	22,091,704	1,163,665	-	247,456	21,935,732
Terreno Realty Corp. Series A, 7.75%	5,523,887	-	-	207,012	5,419,178
Total	$ 126,566,759	$ 13,504,074	$ -	$ 2,784,654	$ 135,794,924

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 11,209,742	$ 4,084,639	$ -	$ 7,125,103
Financials	1,670,813,631	1,651,183,943	17,270,164	2,359,524
Health Care	23,081,456	23,081,456	-	-
Corporate Bonds	743,434,125	-	742,730,282	703,843
Asset-Backed Securities	114,641,957	-	103,200,803	11,441,154
Collateralized Mortgage Obligations	11,719,796	-	10,827,070	892,726
Commercial Mortgage Securities	477,790,324	-	457,011,752	20,778,572
Bank Loan Obligations	312,034,715	-	213,152,836	98,881,879
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Preferred Securities	$ 756,756	$ -	$ -	$ 756,756
Money Market Funds	256,981,454	256,981,454	-	-
Total Investments in Securities:	$ 3,622,463,956	$ 1,935,331,492	$ 1,544,192,907	$ 142,939,557

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Bank Loan Obligations
Beginning Balance	$ 105,573,756
Net Realized Gain (Loss) on Investment Securities	139,910
Net Unrealized Gain (Loss) on Investment Securities	(312,910)
Cost of Purchases	-
Proceeds of Sales	(14,485,408)
Amortization/Accretion	120,331
Transfers into Level 3	7,846,200
Transfers out of Level 3	-
Ending Balance	$ 98,881,879
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ (240,379)
Other Investments in Securities
Beginning Balance	$ 53,636,499
Net Realized Gain (Loss) on Investment Securities	(4,353,032)
Net Unrealized Gain (Loss) on Investment Securities	8,546,728
Cost of Purchases	88,093
Proceeds of Sales	(16,246,119)
Amortization/Accretion	775,156
Transfers into Level 3	1,610,353
Transfers out of Level 3	-
Ending Balance	$ 44,057,678
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ 4,190,797

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	0.2%
AAA,AA,A	6.3%
BBB	12.6%
BB	7.1%
B	11.3%
CCC,CC,C	1.1%
D	0.0%
Not Rated	7.2%
Equities	47.2%
Short-Term Investments and Net Other Assets	7.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014

Assets
Investment in securities, at value (including securities loaned of $20,331,466) - See accompanying schedule: Unaffiliated issuers (cost $3,095,831,819)	$ 3,229,687,578
Fidelity Central Funds (cost $256,981,454)	256,981,454
Other affiliated issuers (cost $124,236,182)	135,794,924
Total Investments (cost $3,477,049,455)		$ 3,622,463,956
Cash		177,656
Foreign currency held at value (cost $26,790)		26,790
Receivable for investments sold		2,575,220
Receivable for fund shares sold		7,147,022
Dividends receivable		2,121,746
Interest receivable		20,816,964
Distributions receivable from Fidelity Central Funds		24,693
Prepaid expenses		9,889
Other receivables		17,882
Total assets		3,655,381,818

Liabilities
Payable for investments purchased	$ 7,900,773
Payable for fund shares redeemed	4,791,135
Accrued management fee	1,649,185
Distribution and service plan fees payable	247,727
Other affiliated payables	779,303
Other payables and accrued expenses	93,892
Collateral on securities loaned, at value	20,891,200
Total liabilities		36,353,215

Net Assets		$ 3,619,028,603
Net Assets consist of:
Paid in capital		$ 3,435,036,362
Undistributed net investment income		6,477,583
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		32,070,491
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		145,444,167
Net Assets		$ 3,619,028,603

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($355,453,815 ÷ 31,521,417 shares)		$ 11.28

Maximum offering price per share (100/96.00 of $11.28)		$ 11.75
Class T: Net Asset Value and redemption price per share ($40,688,117 ÷ 3,606,441 shares)		$ 11.28

Maximum offering price per share (100/96.00 of $11.28)		$ 11.75
Class C: Net Asset Value and offering price per share ($203,247,553 ÷ 18,142,682 shares)^A		$ 11.20

Real Estate Income: Net Asset Value, offering price and redemption price per share ($2,449,423,569 ÷ 216,361,475 shares)		$ 11.32


Institutional Class: Net Asset Value, offering price and redemption price per share ($570,215,549 ÷ 50,479,749 shares)		$ 11.30

^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 January 31, 2014

Investment Income
Dividends (including $2,784,654 earned from other affiliated issuers)		$ 42,607,621
Interest		58,626,091
Income from Fidelity Central Funds		164,196
Total income		101,397,908

Expenses
Management fee	$ 10,344,132
Transfer agent fees	4,172,392
Distribution and service plan fees	1,500,004
Accounting and security lending fees	661,409
Custodian fees and expenses	28,688
Independent trustees' compensation	8,262
Registration fees	81,774
Audit	81,621
Legal	9,140
Miscellaneous	13,304
Total expenses before reductions	16,900,726
Expense reductions	(47,615)	16,853,111
Net investment income (loss)		84,544,797
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	68,647,294
Other affiliated issuers	205,800
Foreign currency transactions	(193)
Total net realized gain (loss)		68,852,901
Change in net unrealized appreciation (depreciation) on: Investment securities	(93,123,709)
Assets and liabilities in foreign currencies	4,459
Total change in net unrealized appreciation (depreciation)		(93,119,250)
Net gain (loss)		(24,266,349)
Net increase (decrease) in net assets resulting from operations		$ 60,278,448

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 84,544,797	$ 172,485,619
Net realized gain (loss)	68,852,901	73,494,885
Change in net unrealized appreciation (depreciation)	(93,119,250)	61,789,333
Net increase (decrease) in net assets resulting from operations	60,278,448	307,769,837
Distributions to shareholders from net investment income	(117,334,715)	(159,910,438)
Distributions to shareholders from net realized gain	(78,297,305)	(51,534,162)
Total distributions	(195,632,020)	(211,444,600)
Share transactions - net increase (decrease)	(368,997,866)	1,340,100,515
Redemption fees	312,459	782,946
Total increase (decrease) in net assets	(504,038,979)	1,437,208,698

Net Assets
Beginning of period	4,123,067,582	2,685,858,884
End of period (including undistributed net investment income of $6,477,583 and undistributed net investment income of $39,267,501, respectively)	$ 3,619,028,603	$ 4,123,067,582

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.67	$ 11.26	$ 10.73	$ 9.94	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.24	.54	.52	.53	.18
Net realized and unrealized gain (loss)	(.05)	.60	.61	.76	(.04)
Total from investment operations	.19	1.14	1.13	1.29	.14
Distributions from net investment income	(.35)	(.53)	(.51)	(.50)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.58) ^L	(.73)	(.60) ^K	(.50)	(.15)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.28	$ 11.67	$ 11.26	$ 10.73	$ 9.94
Total Return ^{B, C, D}	1.84%	10.45%	11.24%	13.27%	1.46%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.06% ^A	1.08%	1.12%	1.13%	1.09% ^A
Expenses net of fee waivers, if any	1.06% ^A	1.08%	1.12%	1.13%	1.09% ^A
Expenses net of all reductions	1.06% ^A	1.07%	1.11%	1.12%	1.09% ^A
Net investment income (loss)	4.35% ^A	4.62%	4.89%	5.00%	6.23% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 355,454	$ 378,269	$ 137,352	$ 60,283	$ 3,830
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

^K Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

^L Total distributions of $.58 per share is comprised of distributions from net investment income of $.346 and distributions from net realized gain of $.236 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.67	$ 11.26	$ 10.72	$ 9.94	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.24	.54	.52	.52	.17
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	(.03)
Total from investment operations	.19	1.14	1.14	1.28	.14
Distributions from net investment income	(.34)	(.53)	(.50)	(.50)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.58)	(.73)	(.60)	(.50)	(.15)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.28	$ 11.67	$ 11.26	$ 10.72	$ 9.94
Total Return ^{B, C, D}	1.81%	10.42%	11.33%	13.11%	1.45%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.08% ^A	1.08%	1.11%	1.16%	1.17% ^A
Expenses net of fee waivers, if any	1.07% ^A	1.08%	1.11%	1.16%	1.17% ^A
Expenses net of all reductions	1.07% ^A	1.08%	1.11%	1.16%	1.17% ^A
Net investment income (loss)	4.33% ^A	4.61%	4.90%	4.96%	5.92% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 40,688	$ 46,198	$ 26,143	$ 7,626	$ 862
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

^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 C

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.59	$ 11.20	$ 10.67	$ 9.93	$ 9.95
Income from Investment Operations
Net investment income (loss) ^E	.20	.45	.44	.45	.15
Net realized and unrealized gain (loss)	(.06)	.60	.62	.74	(.03)
Total from investment operations	.14	1.05	1.06	1.19	.12
Distributions from net investment income	(.30)	(.46)	(.43)	(.45)	(.14)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.53) ^K	(.66)	(.53)	(.45)	(.14)
Redemption fees added to paid in capital ^{E, J}	-	-	-	-	-
Net asset value, end of period	$ 11.20	$ 11.59	$ 11.20	$ 10.67	$ 9.93
Total Return ^{B, C, D}	1.40%	9.66%	10.49%	12.25%	1.29%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Expenses net of fee waivers, if any	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Expenses net of all reductions	1.79% ^A	1.81%	1.87%	1.89%	1.86% ^A
Net investment income (loss)	3.62% ^A	3.88%	4.14%	4.23%	5.21% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 203,248	$ 204,012	$ 52,780	$ 21,555	$ 836
Portfolio turnover rate ^G	18% ^A	26%	27%	25%	28%

^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.

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

^H For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

^K Total distributions of $.53 per share is comprised of distributions from net investment income of $.297 and distributions from net realized gain of $.236 per share.

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

Semiannual Report

Financial Highlights - Real Estate Income

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 11.71	$ 11.29	$ 10.75	$ 9.95	$ 8.21	$ 9.43
Income from Investment Operations
Net investment income (loss)^D	.26	.57	.54	.55	.53	.54
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	1.73	(1.27)
Total from investment operations	.21	1.17	1.16	1.31	2.26	(.73)
Distributions from net investment income	(.36)	(.55)	(.52)	(.51)	(.52)	(.50)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-	-
Total distributions	(.60)	(.75)	(.62)	(.51)	(.52)	(.50)
Redemption fees added to paid in capital^D	-^H	-^H	-^H	-^H	-^H	.01
Net asset value, end of period	$ 11.32	$ 11.71	$ 11.29	$ 10.75	$ 9.95	$ 8.21
Total Return^{B, C}	1.97%	10.71%	11.50%	13.41%	28.29%	(6.92)%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.83%^A	.84%	.90%	.92%	.97%	1.00%
Expenses net of fee waivers, if any	.83%^A	.84%	.89%	.92%	.96%	1.00%
Expenses net of all reductions	.83%^A	.84%	.89%	.92%	.96%	1.00%
Net investment income (loss)	4.58%^A	4.85%	5.12%	5.21%	5.60%	7.15%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,449,424	$ 2,884,545	$ 2,252,149	$ 1,660,063	$ 1,030,393	$ 463,269
Portfolio turnover rate^F	18%^A	26%	27%	25%	28%	47%

^A Annualized

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

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

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

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

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

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31,	Years ended July 31,
	2014	2013	2012	2011	2010 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.69	$ 11.28	$ 10.74	$ 9.95	$ 9.95
Income from Investment Operations
Net investment income (loss) ^D	.26	.57	.55	.55	.19
Net realized and unrealized gain (loss)	(.05)	.60	.62	.76	(.04)
Total from investment operations	.21	1.17	1.17	1.31	.15
Distributions from net investment income	(.36)	(.56)	(.53)	(.52)	(.15)
Distributions from net realized gain	(.24)	(.20)	(.10)	-	-
Total distributions	(.60)	(.76)	(.63)	(.52)	(.15)
Redemption fees added to paid in capital ^{D, I}	-	-	-	-	-
Net asset value, end of period	$ 11.30	$ 11.69	$ 11.28	$ 10.74	$ 9.95
Total Return ^{B, C}	2.00%	10.72%	11.62%	13.44%	1.58%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.78% ^A	.80%	.84%	.89%	.85% ^A
Expenses net of fee waivers, if any	.78% ^A	.80%	.84%	.89%	.85% ^A
Expenses net of all reductions	.78% ^A	.80%	.84%	.89%	.85% ^A
Net investment income (loss)	4.63% ^A	4.89%	5.17%	5.24%	6.70% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 570,216	$ 610,045	$ 217,435	$ 43,282	$ 2,930
Portfolio turnover rate ^F	18% ^A	26%	27%	25%	28%

^A Annualized

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

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

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

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

^G For the period April 14, 2010 (commencement of sale of shares) to July 31, 2010.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Asset Type	Fair Value at 01/31/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Asset-Backed Securities	$ 924,990	Discounted cash flow	Yield	7.5%-10.0%/8.4%	Decrease
Bank Loan Obligations	$ 29,640,839	Discounted cash flow	Yield	8.8%-10.8%/10.4%	Decrease
		Replacement cost	Transaction price	$100.90	Increase
Collateralized Mortgage Obligations	$ 891,136	Discounted cash flow	Yield	6.5%-35%/12.2%	Decrease
Commercial Mortgage Securities	$ 3,716,416	Discounted cash flow	Yield	11.0%	Decrease
		Market comparable	Spread	13.5%	Decrease
			Quoted price	$90.00	Increase

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Asset Type	Fair Value at 01/31/14	Valuation Technique(s)	Unobservable Input	Amount or Range/ Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 7,125,103	Adjusted book value	Book value multiple	1.3	Increase
Corporate Bonds	$ 692,843	Discounted cash flow	Discount rate	25.0%	Decrease
Preferred Securities	$ 731,756	Discounted cash flow	Yield	15.0%	Decrease

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 261,973,727
Gross unrealized depreciation	(117,905,442)
Net unrealized appreciation (depreciation) on securities and other investments	$ 144,068,285

Tax cost	$ 3,478,395,671

Semiannual Report

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $317,023,796 and $772,955,350, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 454,209	$ 12,764
Class T	-%	.25%	52,628	-
Class C	.75%	.25%	993,167	533,131
			$ 1,500,004	$ 545,895

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

	Retained by FDC
Class A	$ 38,619
Class T	5,145
Class C*	49,275
	$ 93,039

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

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 390,160	.21
Class T	47,875	.23
Class C	192,786	.19
Real Estate Income	3,006,569	.23
Institutional Class	535,002	.18
	$ 4,172,392

* Annualized

6. Committed Line of Credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements - continued

7. Security Lending - continued

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $16,612.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Class A	$ 11,089,113	$ 10,238,777
Class T	1,257,109	1,523,114
Class C	5,232,131	4,241,554
Real Estate Income	80,991,698	126,726,805
Institutional Class	18,764,664	17,180,188
Total	$ 117,334,715	$ 159,910,438

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended January 31, 2014	Year ended July 31, 2013
From net realized gain
Class A	$ 7,591,572	$ 2,837,075
Class T	874,881	506,062
Class C	4,152,798	1,181,312
Real Estate Income	53,508,403	42,729,814
Institutional Class	12,169,651	4,279,899
Total	$ 78,297,305	$ 51,534,162

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Class A
Shares sold	6,891,371	25,244,691	$ 77,762,538	$ 296,851,509
Reinvestment of distributions	1,384,858	900,102	15,227,597	10,299,964
Shares redeemed	(9,173,932)	(5,925,325)	(103,204,503)	(69,436,144)
Net increase (decrease)	(897,703)	20,219,468	$ (10,214,368)	$ 237,715,329
Class T
Shares sold	513,884	2,730,063	$ 5,800,119	$ 31,978,463
Reinvestment of distributions	166,394	132,742	1,830,121	1,515,681
Shares redeemed	(1,032,143)	(1,226,451)	(11,629,761)	(14,137,454)
Net increase (decrease)	(351,865)	1,636,354	$ (3,999,521)	$ 19,356,690
Class C
Shares sold	3,705,442	14,157,408	$ 41,516,419	$ 165,598,758
Reinvestment of distributions	659,669	375,304	7,210,508	4,279,651
Shares redeemed	(3,829,823)	(1,637,958)	(42,865,936)	(19,029,492)
Net increase (decrease)	535,288	12,894,754	$ 5,860,991	$ 150,848,917
Real Estate Income
Shares sold	29,545,525	123,727,906	$ 334,111,630	$ 1,450,014,694
Reinvestment of distributions	10,885,612	13,299,047	120,139,377	151,923,311
Shares redeemed	(70,321,845)	(90,180,888)	(795,863,350)	(1,057,830,249)
Net increase (decrease)	(29,890,708)	46,846,065	$ (341,612,343)	$ 544,107,756

Semiannual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Institutional Class
Shares sold	14,673,120	42,960,747	$ 165,980,345	$ 506,030,603
Reinvestment of distributions	1,839,876	1,337,082	20,256,563	15,315,413
Shares redeemed	(18,220,990)	(11,392,454)	(205,269,533)	(133,274,193)
Net increase (decrease)	(1,707,994)	32,905,375	$ (19,032,625)	$ 388,071,823

11. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Real Estate Income Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 24, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) eli1084664
1-800-544-5555

Automated line for quickest service

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

REI-USAN-0314
1.789734.110

Fidelity®

Leveraged Company Stock

Fund -

Class K

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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 (August 1, 2013 to January 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Leveraged Company Stock	.79%
Actual		$ 1,000.00	$ 1,071.10	$ 4.12
Hypothetical^A		$ 1,000.00	$ 1,021.22	$ 4.02
Class K	.67%
Actual		$ 1,000.00	$ 1,072.00	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.83	$ 3.41

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	8.3	7.4
Comcast Corp. Class A	4.5	3.6
Service Corp. International	3.6	4.6
General Motors Co.	3.2	3.1
Bank of America Corp.	2.8	2.2
Ford Motor Co.	2.7	3.0
Boston Scientific Corp.	2.6	2.1
Delta Air Lines, Inc.	2.2	1.5
The AES Corp.	2.1	1.8
GameStop Corp. Class A	1.9	2.6
	33.9
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	25.3	25.9
Materials	12.8	11.5
Financials	12.0	9.5
Health Care	11.1	10.1
Industrials	11.1	10.7

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks 95.9%			Stocks 88.4%
	Bonds 0.6%			Bonds 0.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other Investments 0.0%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 3.4%			Short-Term Investments and Net Other Assets (Liabilities) 11.1%
* Foreign investments		15.2%	** Foreign investments		13.2%

eli1084683

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 24.7%
Auto Components - 2.2%
Delphi Automotive PLC	592,300		$ 36,065
Tenneco, Inc. (a)	825,300		46,910
TRW Automotive Holdings Corp. (a)	396,200		29,378
			112,353
Automobiles - 6.6%
Ford Motor Co.	9,413,433		140,825
General Motors Co.	4,604,687		166,137
General Motors Co.:
warrants 7/10/16 (a)	469,476		12,512
warrants 7/10/19 (a)	469,476		8,864
Motors Liquidation Co. GUC Trust (a)	123,112		3,798
Toyota Motor Corp. sponsored ADR	89,500		10,271
			342,407
Diversified Consumer Services - 3.6%
Service Corp. International (f)	10,627,127		188,100
Hotels, Restaurants & Leisure - 0.1%
Penn National Gaming, Inc. (a)	360,340		4,227
Station Holdco LLC unit (g)(h)	146,846		17
			4,244
Household Durables - 2.3%
Hovnanian Enterprises, Inc. Class A (a)(e)	1,419,000		8,557
Lennar Corp. Class A (e)	983,400		39,493
Newell Rubbermaid, Inc.	2,341,747		72,360
			120,410
Media - 7.3%
Cinemark Holdings, Inc.	2,601,645		76,254
Comcast Corp. Class A	4,239,634		230,848
Gray Television, Inc. (a)(f)	3,766,164		42,859
Nexstar Broadcasting Group, Inc. Class A	571,798		27,475
			377,436
Specialty Retail - 2.6%
Asbury Automotive Group, Inc. (a)	385,122		18,108
GameStop Corp. Class A (e)	2,755,507		96,636
Sally Beauty Holdings, Inc. (a)	808,000		22,931
			137,675
TOTAL CONSUMER DISCRETIONARY			1,282,625
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 1.7%
Food Products - 1.5%
ConAgra Foods, Inc.	541,700		$ 17,221
Darling International, Inc. (a)	3,065,983		59,971
			77,192
Personal Products - 0.2%
Revlon, Inc. (a)	553,261		12,991
TOTAL CONSUMER STAPLES			90,183
ENERGY - 10.1%
Energy Equipment & Services - 2.8%
Ensco PLC Class A	110,000		5,541
Halliburton Co.	1,126,593		55,214
Noble Corp.	987,610		30,646
Oil States International, Inc. (a)	270,466		25,410
Schlumberger Ltd.	109,400		9,580
Transocean Ltd. (United States)	381,900		16,529
			142,920
Oil, Gas & Consumable Fuels - 7.3%
Alpha Natural Resources, Inc. (a)(e)	6,794,948		38,595
Continental Resources, Inc. (a)(e)	494,487		54,492
Hess Corp.	835,910		63,103
HollyFrontier Corp.	1,549,563		71,745
Kodiak Oil & Gas Corp. (a)	2,019,747		21,430
Peabody Energy Corp.	822,825		14,029
Range Resources Corp.	247,200		21,306
Valero Energy Corp.	1,328,266		67,874
Western Refining, Inc. (e)	685,914		26,826
			379,400
TOTAL ENERGY			522,320
FINANCIALS - 11.8%
Commercial Banks - 4.2%
Barclays PLC sponsored ADR (e)	2,441,721		43,707
CIT Group, Inc.	229,310		10,674
Huntington Bancshares, Inc.	8,526,580		77,336
Regions Financial Corp.	5,015,480		51,007
SunTrust Banks, Inc.	1,019,600		37,746
			220,470
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - 1.1%
American Express Co.	679,548		$ 57,775
Diversified Financial Services - 4.1%
Bank of America Corp.	8,641,999		144,753
Citigroup, Inc.	1,458,047		69,155
			213,908
Insurance - 1.2%
AFLAC, Inc.	641,700		40,286
Lincoln National Corp.	435,700		20,927
			61,213
Real Estate Investment Trusts - 0.7%
Host Hotels & Resorts, Inc.	1,016,122		18,686
Sabra Health Care REIT, Inc.	547,507		15,839
			34,525
Real Estate Management & Development - 0.4%
Realogy Holdings Corp. (a)	463,840		21,137
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. (a)	441,300		3,747
TOTAL FINANCIALS			612,775
HEALTH CARE - 11.1%
Health Care Equipment & Supplies - 2.6%
Boston Scientific Corp. (a)	10,158,156		137,440
Health Care Providers & Services - 5.5%
Community Health Systems, Inc. (a)	1,376,027		56,981
DaVita HealthCare Partners, Inc. (a)	735,652		47,766
HCA Holdings, Inc. (a)	1,216,779		61,167
Tenet Healthcare Corp. (a)	1,929,244		88,765
Universal Health Services, Inc. Class B	385,505		31,619
			286,298
Pharmaceuticals - 3.0%
Johnson & Johnson	153,000		13,536
Merck & Co., Inc.	1,754,400		92,931
Sanofi SA sponsored ADR	992,534		48,535
			155,002
TOTAL HEALTH CARE			578,740
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 11.0%
Aerospace & Defense - 1.7%
Honeywell International, Inc.	478,776		$ 43,679
Huntington Ingalls Industries, Inc.	258,160		24,530
Textron, Inc.	602,700		21,396
			89,605
Airlines - 3.7%
American Airlines Group, Inc. (a)(e)	1,481,380		49,700
Delta Air Lines, Inc.	3,665,001		112,186
Southwest Airlines Co.	571,283		11,968
United Continental Holdings, Inc. (a)	370,700		16,993
			190,847
Building Products - 1.0%
Allegion PLC (a)	246,500		12,165
Armstrong World Industries, Inc. (a)	693,300		38,603
			50,768
Commercial Services & Supplies - 0.9%
Deluxe Corp.	742,413		36,044
Tyco International Ltd.	328,233		13,290
			49,334
Electrical Equipment - 0.7%
Emerson Electric Co.	163,500		10,781
Generac Holdings, Inc.	490,557		23,611
			34,392
Industrial Conglomerates - 0.5%
General Electric Co.	1,103,883		27,741
Machinery - 1.7%
Harsco Corp.	1,103,224		28,011
Ingersoll-Rand PLC	739,500		43,475
Pentair Ltd.	78,757		5,854
Timken Co.	228,734		12,885
			90,225
Marine - 0.4%
Navios Maritime Holdings, Inc.	2,162,794		20,503
Road & Rail - 0.4%
Hertz Global Holdings, Inc. (a)	707,700		18,414
TOTAL INDUSTRIALS			571,829
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 8.2%
Communications Equipment - 1.0%
Cisco Systems, Inc.	2,383,049		$ 52,213
Computers & Peripherals - 1.0%
Gaming & Leisure Properties	360,340		12,504
NCR Corp. (a)	1,117,931		39,340
			51,844
Electronic Equipment & Components - 1.8%
Avnet, Inc.	594,313		24,408
Belden, Inc.	777,664		50,323
Corning, Inc.	726,800		12,508
Viasystems Group, Inc. (a)	540,460		7,058
			94,297
Internet Software & Services - 0.2%
VeriSign, Inc. (a)	194,300		11,415
Semiconductors & Semiconductor Equipment - 2.8%
Advanced Micro Devices, Inc. (a)(e)	1,704,692		5,847
Freescale Semiconductor Holdings I Ltd. (a)	1,235,600		22,401
Intersil Corp. Class A	1,460,387		16,561
Micron Technology, Inc. (a)	2,293,545		52,843
ON Semiconductor Corp. (a)	5,502,368		46,000
			143,652
Software - 1.4%
Citrix Systems, Inc. (a)	230,899		12,485
Microsoft Corp.	1,619,168		61,286
			73,771
TOTAL INFORMATION TECHNOLOGY			427,192
MATERIALS - 12.8%
Chemicals - 9.8%
H.B. Fuller Co.	461,829		21,512
LyondellBasell Industries NV Class A	5,503,555		433,461
OMNOVA Solutions, Inc. (a)(f)	3,114,962		28,159
Phosphate Holdings, Inc. (a)	307,500		117
W.R. Grace & Co. (a)	265,056		25,000
			508,249
Containers & Packaging - 2.1%
Rock-Tenn Co. Class A	952,064		96,615
Sealed Air Corp.	483,434		15,078
			111,693
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.0%
Ormet Corp. (a)	1,405,000		$ 6
Paper & Forest Products - 0.9%
Louisiana-Pacific Corp. (a)	1,563,090		27,401
Neenah Paper, Inc.	418,300		18,171
			45,572
TOTAL MATERIALS			665,520
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.9%
Frontier Communications Corp. (e)	5,528,256		25,983
Intelsat SA	1,144,700		22,871
			48,854
UTILITIES - 3.4%
Electric Utilities - 0.3%
FirstEnergy Corp.	421,304		13,267
Independent Power Producers & Energy Traders - 3.1%
Calpine Corp. (a)	2,616,200		49,655
The AES Corp.	7,894,007		110,990
			160,645
TOTAL UTILITIES			173,912
TOTAL COMMON STOCKS (Cost $3,282,207)		4,973,950
Nonconvertible Preferred Stocks - 0.2%

FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
GMAC Capital Trust I Series 2, 8.125% (Cost $10,975)	439,013	12,020

Corporate Bonds - 0.7%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.1%
INDUSTRIALS - 0.1%
Marine - 0.1%
Genco Shipping & Trading Ltd. 5% 8/15/15	$ 11,340		$ 6,131
Nonconvertible Bonds - 0.6%
CONSUMER DISCRETIONARY - 0.6%
Automobiles - 0.0%
General Motors Corp.:
6.75% 5/1/28 (d)	3,075		0
7.125% 7/15/49 (d)	8,320		0
7.2% 1/15/11 (d)	22,980		0
8.25% 7/15/23 (d)	25,035		0
8.375% 7/15/33 (d)	50,210		0
8.8% 3/1/21 (d)	10,765		0
Multiline Retail - 0.6%
The Bon-Ton Department Stores, Inc.:
8% 6/15/21	14,525		14,071
10.625% 7/15/17	16,919		16,877
			30,948
TOTAL CORPORATE BONDS (Cost $36,060)		37,079

Money Market Funds - 8.7%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	182,912,668		182,913
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	268,329,188		268,329
TOTAL MONEY MARKET FUNDS (Cost $451,242)		451,242
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $3,780,484)			5,474,291
NET OTHER ASSETS (LIABILITIES) - (5.3)%			(273,494)
NET ASSETS - 100%		$ 5,200,797

Legend

(a) Non-income producing

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

(d) Non-income producing - Security is in default.

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

(f) Affiliated company

(g) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and 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 $17,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Station Holdco LLC unit	10/28/08 - 12/1/08	$ 5,990

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	$ 240
Fidelity Securities Lending Cash Central Fund	284
Total	$ 524

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Gray Television, Inc.	$ 29,414	$ -	$ -	$ -	$ 42,859
OMNOVA Solutions, Inc.	25,107	-	-	-	28,159
Service Corp. International	244,446	-	39,749	1,804	188,100
Total	$ 298,967	$ -	$ 39,749	$ 1,804	$ 259,118

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,282,625	$ 1,282,608	$ -	$ 17
Consumer Staples	90,183	90,183	-	-
Energy	522,320	522,320	-	-
Financials	624,795	624,795	-	-
Health Care	578,740	578,740	-	-
Industrials	571,829	571,829	-	-
Information Technology	427,192	427,192	-	-
Materials	665,520	665,520	-	-
Telecommunication Services	48,854	48,854	-	-
Utilities	173,912	173,912	-	-
Corporate Bonds	37,079	-	37,079	-
Money Market Funds	451,242	451,242	-	-
Total Investments in Securities:	$ 5,474,291	$ 5,437,195	$ 37,079	$ 17

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

United States of America	84.8%
Netherlands	8.3%
United Kingdom	1.5%
Ireland	1.0%
Others (Individually Less Than 1%)	4.4%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $259,699) - See accompanying schedule: Unaffiliated issuers (cost $3,194,161)	$ 4,763,931
Fidelity Central Funds (cost $451,242)	451,242
Other affiliated issuers (cost $135,081)	259,118
Total Investments (cost $3,780,484)		$ 5,474,291
Receivable for fund shares sold		3,314
Dividends receivable		6,555
Interest receivable		1,114
Distributions receivable from Fidelity Central Funds		104
Prepaid expenses		12
Other receivables		16
Total assets		5,485,406

Liabilities
Payable for investments purchased	$ 5,638
Payable for fund shares redeemed	7,024
Accrued management fee	2,685
Other affiliated payables	708
Other payables and accrued expenses	225
Collateral on securities loaned, at value	268,329
Total liabilities		284,609

Net Assets		$ 5,200,797
Net Assets consist of:
Paid in capital		$ 3,673,425
Undistributed net investment income		6,316
Accumulated undistributed net realized gain (loss) on investments		(172,751)
Net unrealized appreciation (depreciation) on investments		1,693,807
Net Assets		$ 5,200,797

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)	January 31, 2014 (Unaudited)

Leveraged Company Stock: Net Asset Value, offering price and redemption price per share ($4,092,996 ÷ 97,535 shares)		$ 41.96

Class K: Net Asset Value, offering price and redemption price per share ($1,107,801 ÷ 26,360 shares)		$ 42.03

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

Semiannual Report

Statement of Operations

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

Investment Income
Dividends (including $1,804 earned from other affiliated issuers)		$ 37,940
Interest		2,945
Income from Fidelity Central Funds		524
Total income		41,409

Expenses
Management fee	$ 16,147
Transfer agent fees	3,755
Accounting and security lending fees	567
Custodian fees and expenses	26
Independent trustees' compensation	11
Registration fees	57
Audit	36
Legal	14
Miscellaneous	19
Total expenses before reductions	20,632
Expense reductions	(70)	20,562
Net investment income (loss)		20,847
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	46,432
Other affiliated issuers	23,142
Total net realized gain (loss)		69,574
Change in net unrealized appreciation (depreciation) on investment securities		284,245
Net gain (loss)		353,819
Net increase (decrease) in net assets resulting from operations		$ 374,666

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 January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 20,847	$ 57,007
Net realized gain (loss)	69,574	336,239
Change in net unrealized appreciation (depreciation)	284,245	1,098,022
Net increase (decrease) in net assets resulting from operations	374,666	1,491,268
Distributions to shareholders from net investment income	(37,155)	(15,789)
Share transactions - net increase (decrease)	(416,370)	194,361
Redemption fees	212	538
Total increase (decrease) in net assets	(78,647)	1,670,378

Net Assets
Beginning of period	5,279,444	3,609,066
End of period (including undistributed net investment income of $6,316 and undistributed net investment income of $22,624, respectively)	$ 5,200,797	$ 5,279,444

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

Semiannual Report

Financial Highlights - Leveraged Company Stock

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.44	$ 28.22	$ 28.85	$ 23.50	$ 19.55	$ 31.09
Income from Investment Operations
Net investment income (loss) ^D	.15	.42 ^H	.16	- ^J	.07	.21
Net realized and unrealized gain (loss)	2.64	10.92	(.50)	5.46	3.99	(11.37)
Total from investment operations	2.79	11.34	(.34)	5.46	4.06	(11.16)
Distributions from net investment income	(.27)	(.12)	(.29)	(.11)	(.11)	(.14)
Distributions from net realized gain	-	-	-	-	-	(.25)
Total distributions	(.27)	(.12)	(.29)	(.11)	(.11)	(.39)
Redemption fees added to paid in capital ^D	- ^J	- ^J	- ^J	- ^J	- ^J	.01
Net asset value, end of period	$ 41.96	$ 39.44	$ 28.22	$ 28.85	$ 23.50	$ 19.55
Total Return ^{B, C}	7.11%	40.31%	(1.05)%	23.27%	20.84%	(35.99)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.79% ^A	.82%	.86%	.85%	.88%	.92%
Expenses net of fee waivers, if any	.79% ^A	.82%	.86%	.85%	.88%	.92%
Expenses net of all reductions	.79% ^A	.82%	.85%	.84%	.88%	.92%
Net investment income (loss)	.75% ^A	1.25% ^H	.60%	-% ^G	.29%	1.17%
Supplemental Data
Net assets, end of period (in millions)	$ 4,093	$ 4,227	$ 3,009	$ 3,931	$ 3,983	$ 3,714
Portfolio turnover rate ^F	14% ^A	21%	29%	18%	21%	34%

^A Annualized

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

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

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

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

^G Amount represents less than .01%.

^H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

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

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.52	$ 28.26	$ 28.86	$ 23.52	$ 19.56	$ 31.11
Income from Investment Operations
Net investment income (loss) ^D	.18	.47 ^G	.20	.04	.11	.21
Net realized and unrealized gain (loss)	2.65	10.93	(.49)	5.45	4.00	(11.35)
Total from investment operations	2.83	11.40	(.29)	5.49	4.11	(11.14)
Distributions from net investment income	(.32)	(.14)	(.31)	(.15)	(.15)	(.17)
Distributions from net realized gain	-	-	-	-	-	(.25)
Total distributions	(.32)	(.14)	(.31)	(.15)	(.15)	(.42)
Redemption fees added to paid in capital ^D	- ^I	- ^I	- ^I	- ^I	- ^I	.01
Net asset value, end of period	$ 42.03	$ 39.52	$ 28.26	$ 28.86	$ 23.52	$ 19.56
Total Return ^{B, C}	7.20%	40.47%	(.87)%	23.45%	21.09%	(35.86)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.68% ^A	.69%	.69%	.69%	.70%	.71%
Expenses net of fee waivers, if any	.67% ^A	.69%	.69%	.69%	.70%	.71%
Expenses net of all reductions	.67% ^A	.68%	.69%	.69%	.69%	.71%
Net investment income (loss)	.87% ^A	1.39% ^G	.76%	.16%	.47%	1.39%
Supplemental Data
Net assets, end of period (in millions)	$ 1,108	$ 1,053	$ 600	$ 555	$ 410	$ 267
Portfolio turnover rate ^F	14% ^A	21%	29%	18%	21%	34%

^A Annualized

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.17%.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Leveraged Company Stock Fund (the Fund) is a fund of Fidelity Securities Fund (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 Leveraged Company Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income 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. 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.

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Book-tax differences are primarily due to foreign currency transactions, market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to wash sales excise tax regulations.

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

Gross unrealized appreciation	$ 1,854,271
Gross unrealized depreciation	(157,821)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,696,450

Tax cost	$ 3,777,841

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

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

Fiscal year of expiration
2018	$ (242,325)

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $333,346 and $354,849, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Leveraged Company Stock. 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*
Leveraged Company Stock	$ 3,499	.16
Class K	256	.05
	$ 3,755

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $946. 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 $284, including eighteen dollars from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $26 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by ninety-six dollars.

In addition the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $44.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Leveraged Company Stock	$ 28,583	$ 12,562
Class K	8,572	3,227
Total	$ 37,155	$ 15,789

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Leveraged Company Stock
Shares sold	5,869	26,431	$ 241,274	$ 888,852
Reinvestment of distributions	670	378	26,928	11,889
Shares redeemed	(16,179)	(26,251)	(673,030)	(883,700)
Net increase (decrease)	(9,640)	558	$ (404,828)	$ 17,041
Class K
Shares sold	3,099	11,840	$ 128,068	$ 395,282
Reinvestment of distributions	213	102	8,572	3,227
Shares redeemed	(3,591)	(6,546)	(148,182)	(221,189)
Net increase (decrease)	(279)	5,396	$ (11,542)	$ 177,320

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

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

LSF-K-USAN-0314
1.863384.105

Fidelity®

Leveraged Company Stock

Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the last 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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Leveraged Company Stock	.79%
Actual		$ 1,000.00	$ 1,071.10	$ 4.12
Hypothetical^A		$ 1,000.00	$ 1,021.22	$ 4.02
Class K	.67%
Actual		$ 1,000.00	$ 1,072.00	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.83	$ 3.41

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
LyondellBasell Industries NV Class A	8.3	7.4
Comcast Corp. Class A	4.5	3.6
Service Corp. International	3.6	4.6
General Motors Co.	3.2	3.1
Bank of America Corp.	2.8	2.2
Ford Motor Co.	2.7	3.0
Boston Scientific Corp.	2.6	2.1
Delta Air Lines, Inc.	2.2	1.5
The AES Corp.	2.1	1.8
GameStop Corp. Class A	1.9	2.6
	33.9
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	25.3	25.9
Materials	12.8	11.5
Financials	12.0	9.5
Health Care	11.1	10.1
Industrials	11.1	10.7

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks 95.9%			Stocks 88.4%
	Bonds 0.6%			Bonds 0.3%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other Investments 0.0%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 3.4%			Short-Term Investments and Net Other Assets (Liabilities) 11.1%
* Foreign investments		15.2%	** Foreign investments		13.2%

eli1084700

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 24.7%
Auto Components - 2.2%
Delphi Automotive PLC	592,300		$ 36,065
Tenneco, Inc. (a)	825,300		46,910
TRW Automotive Holdings Corp. (a)	396,200		29,378
			112,353
Automobiles - 6.6%
Ford Motor Co.	9,413,433		140,825
General Motors Co.	4,604,687		166,137
General Motors Co.:
warrants 7/10/16 (a)	469,476		12,512
warrants 7/10/19 (a)	469,476		8,864
Motors Liquidation Co. GUC Trust (a)	123,112		3,798
Toyota Motor Corp. sponsored ADR	89,500		10,271
			342,407
Diversified Consumer Services - 3.6%
Service Corp. International (f)	10,627,127		188,100
Hotels, Restaurants & Leisure - 0.1%
Penn National Gaming, Inc. (a)	360,340		4,227
Station Holdco LLC unit (g)(h)	146,846		17
			4,244
Household Durables - 2.3%
Hovnanian Enterprises, Inc. Class A (a)(e)	1,419,000		8,557
Lennar Corp. Class A (e)	983,400		39,493
Newell Rubbermaid, Inc.	2,341,747		72,360
			120,410
Media - 7.3%
Cinemark Holdings, Inc.	2,601,645		76,254
Comcast Corp. Class A	4,239,634		230,848
Gray Television, Inc. (a)(f)	3,766,164		42,859
Nexstar Broadcasting Group, Inc. Class A	571,798		27,475
			377,436
Specialty Retail - 2.6%
Asbury Automotive Group, Inc. (a)	385,122		18,108
GameStop Corp. Class A (e)	2,755,507		96,636
Sally Beauty Holdings, Inc. (a)	808,000		22,931
			137,675
TOTAL CONSUMER DISCRETIONARY			1,282,625
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 1.7%
Food Products - 1.5%
ConAgra Foods, Inc.	541,700		$ 17,221
Darling International, Inc. (a)	3,065,983		59,971
			77,192
Personal Products - 0.2%
Revlon, Inc. (a)	553,261		12,991
TOTAL CONSUMER STAPLES			90,183
ENERGY - 10.1%
Energy Equipment & Services - 2.8%
Ensco PLC Class A	110,000		5,541
Halliburton Co.	1,126,593		55,214
Noble Corp.	987,610		30,646
Oil States International, Inc. (a)	270,466		25,410
Schlumberger Ltd.	109,400		9,580
Transocean Ltd. (United States)	381,900		16,529
			142,920
Oil, Gas & Consumable Fuels - 7.3%
Alpha Natural Resources, Inc. (a)(e)	6,794,948		38,595
Continental Resources, Inc. (a)(e)	494,487		54,492
Hess Corp.	835,910		63,103
HollyFrontier Corp.	1,549,563		71,745
Kodiak Oil & Gas Corp. (a)	2,019,747		21,430
Peabody Energy Corp.	822,825		14,029
Range Resources Corp.	247,200		21,306
Valero Energy Corp.	1,328,266		67,874
Western Refining, Inc. (e)	685,914		26,826
			379,400
TOTAL ENERGY			522,320
FINANCIALS - 11.8%
Commercial Banks - 4.2%
Barclays PLC sponsored ADR (e)	2,441,721		43,707
CIT Group, Inc.	229,310		10,674
Huntington Bancshares, Inc.	8,526,580		77,336
Regions Financial Corp.	5,015,480		51,007
SunTrust Banks, Inc.	1,019,600		37,746
			220,470
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - 1.1%
American Express Co.	679,548		$ 57,775
Diversified Financial Services - 4.1%
Bank of America Corp.	8,641,999		144,753
Citigroup, Inc.	1,458,047		69,155
			213,908
Insurance - 1.2%
AFLAC, Inc.	641,700		40,286
Lincoln National Corp.	435,700		20,927
			61,213
Real Estate Investment Trusts - 0.7%
Host Hotels & Resorts, Inc.	1,016,122		18,686
Sabra Health Care REIT, Inc.	547,507		15,839
			34,525
Real Estate Management & Development - 0.4%
Realogy Holdings Corp. (a)	463,840		21,137
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. (a)	441,300		3,747
TOTAL FINANCIALS			612,775
HEALTH CARE - 11.1%
Health Care Equipment & Supplies - 2.6%
Boston Scientific Corp. (a)	10,158,156		137,440
Health Care Providers & Services - 5.5%
Community Health Systems, Inc. (a)	1,376,027		56,981
DaVita HealthCare Partners, Inc. (a)	735,652		47,766
HCA Holdings, Inc. (a)	1,216,779		61,167
Tenet Healthcare Corp. (a)	1,929,244		88,765
Universal Health Services, Inc. Class B	385,505		31,619
			286,298
Pharmaceuticals - 3.0%
Johnson & Johnson	153,000		13,536
Merck & Co., Inc.	1,754,400		92,931
Sanofi SA sponsored ADR	992,534		48,535
			155,002
TOTAL HEALTH CARE			578,740
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - 11.0%
Aerospace & Defense - 1.7%
Honeywell International, Inc.	478,776		$ 43,679
Huntington Ingalls Industries, Inc.	258,160		24,530
Textron, Inc.	602,700		21,396
			89,605
Airlines - 3.7%
American Airlines Group, Inc. (a)(e)	1,481,380		49,700
Delta Air Lines, Inc.	3,665,001		112,186
Southwest Airlines Co.	571,283		11,968
United Continental Holdings, Inc. (a)	370,700		16,993
			190,847
Building Products - 1.0%
Allegion PLC (a)	246,500		12,165
Armstrong World Industries, Inc. (a)	693,300		38,603
			50,768
Commercial Services & Supplies - 0.9%
Deluxe Corp.	742,413		36,044
Tyco International Ltd.	328,233		13,290
			49,334
Electrical Equipment - 0.7%
Emerson Electric Co.	163,500		10,781
Generac Holdings, Inc.	490,557		23,611
			34,392
Industrial Conglomerates - 0.5%
General Electric Co.	1,103,883		27,741
Machinery - 1.7%
Harsco Corp.	1,103,224		28,011
Ingersoll-Rand PLC	739,500		43,475
Pentair Ltd.	78,757		5,854
Timken Co.	228,734		12,885
			90,225
Marine - 0.4%
Navios Maritime Holdings, Inc.	2,162,794		20,503
Road & Rail - 0.4%
Hertz Global Holdings, Inc. (a)	707,700		18,414
TOTAL INDUSTRIALS			571,829
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 8.2%
Communications Equipment - 1.0%
Cisco Systems, Inc.	2,383,049		$ 52,213
Computers & Peripherals - 1.0%
Gaming & Leisure Properties	360,340		12,504
NCR Corp. (a)	1,117,931		39,340
			51,844
Electronic Equipment & Components - 1.8%
Avnet, Inc.	594,313		24,408
Belden, Inc.	777,664		50,323
Corning, Inc.	726,800		12,508
Viasystems Group, Inc. (a)	540,460		7,058
			94,297
Internet Software & Services - 0.2%
VeriSign, Inc. (a)	194,300		11,415
Semiconductors & Semiconductor Equipment - 2.8%
Advanced Micro Devices, Inc. (a)(e)	1,704,692		5,847
Freescale Semiconductor Holdings I Ltd. (a)	1,235,600		22,401
Intersil Corp. Class A	1,460,387		16,561
Micron Technology, Inc. (a)	2,293,545		52,843
ON Semiconductor Corp. (a)	5,502,368		46,000
			143,652
Software - 1.4%
Citrix Systems, Inc. (a)	230,899		12,485
Microsoft Corp.	1,619,168		61,286
			73,771
TOTAL INFORMATION TECHNOLOGY			427,192
MATERIALS - 12.8%
Chemicals - 9.8%
H.B. Fuller Co.	461,829		21,512
LyondellBasell Industries NV Class A	5,503,555		433,461
OMNOVA Solutions, Inc. (a)(f)	3,114,962		28,159
Phosphate Holdings, Inc. (a)	307,500		117
W.R. Grace & Co. (a)	265,056		25,000
			508,249
Containers & Packaging - 2.1%
Rock-Tenn Co. Class A	952,064		96,615
Sealed Air Corp.	483,434		15,078
			111,693
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.0%
Ormet Corp. (a)	1,405,000		$ 6
Paper & Forest Products - 0.9%
Louisiana-Pacific Corp. (a)	1,563,090		27,401
Neenah Paper, Inc.	418,300		18,171
			45,572
TOTAL MATERIALS			665,520
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.9%
Frontier Communications Corp. (e)	5,528,256		25,983
Intelsat SA	1,144,700		22,871
			48,854
UTILITIES - 3.4%
Electric Utilities - 0.3%
FirstEnergy Corp.	421,304		13,267
Independent Power Producers & Energy Traders - 3.1%
Calpine Corp. (a)	2,616,200		49,655
The AES Corp.	7,894,007		110,990
			160,645
TOTAL UTILITIES			173,912
TOTAL COMMON STOCKS (Cost $3,282,207)		4,973,950
Nonconvertible Preferred Stocks - 0.2%

FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
GMAC Capital Trust I Series 2, 8.125% (Cost $10,975)	439,013	12,020

Corporate Bonds - 0.7%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.1%
INDUSTRIALS - 0.1%
Marine - 0.1%
Genco Shipping & Trading Ltd. 5% 8/15/15	$ 11,340		$ 6,131
Nonconvertible Bonds - 0.6%
CONSUMER DISCRETIONARY - 0.6%
Automobiles - 0.0%
General Motors Corp.:
6.75% 5/1/28 (d)	3,075		0
7.125% 7/15/49 (d)	8,320		0
7.2% 1/15/11 (d)	22,980		0
8.25% 7/15/23 (d)	25,035		0
8.375% 7/15/33 (d)	50,210		0
8.8% 3/1/21 (d)	10,765		0
Multiline Retail - 0.6%
The Bon-Ton Department Stores, Inc.:
8% 6/15/21	14,525		14,071
10.625% 7/15/17	16,919		16,877
			30,948
TOTAL CORPORATE BONDS (Cost $36,060)		37,079

Money Market Funds - 8.7%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	182,912,668		182,913
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	268,329,188		268,329
TOTAL MONEY MARKET FUNDS (Cost $451,242)		451,242
TOTAL INVESTMENT PORTFOLIO - 105.3% (Cost $3,780,484)			5,474,291
NET OTHER ASSETS (LIABILITIES) - (5.3)%			(273,494)
NET ASSETS - 100%		$ 5,200,797

Legend

(a) Non-income producing

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

(d) Non-income producing - Security is in default.

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

(f) Affiliated company

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Station Holdco LLC unit	10/28/08 - 12/1/08	$ 5,990

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	$ 240
Fidelity Securities Lending Cash Central Fund	284
Total	$ 524

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Gray Television, Inc.	$ 29,414	$ -	$ -	$ -	$ 42,859
OMNOVA Solutions, Inc.	25,107	-	-	-	28,159
Service Corp. International	244,446	-	39,749	1,804	188,100
Total	$ 298,967	$ -	$ 39,749	$ 1,804	$ 259,118

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,282,625	$ 1,282,608	$ -	$ 17
Consumer Staples	90,183	90,183	-	-
Energy	522,320	522,320	-	-
Financials	624,795	624,795	-	-
Health Care	578,740	578,740	-	-
Industrials	571,829	571,829	-	-
Information Technology	427,192	427,192	-	-
Materials	665,520	665,520	-	-
Telecommunication Services	48,854	48,854	-	-
Utilities	173,912	173,912	-	-
Corporate Bonds	37,079	-	37,079	-
Money Market Funds	451,242	451,242	-	-
Total Investments in Securities:	$ 5,474,291	$ 5,437,195	$ 37,079	$ 17

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

United States of America	84.8%
Netherlands	8.3%
United Kingdom	1.5%
Ireland	1.0%
Others (Individually Less Than 1%)	4.4%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

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

Assets
Investment in securities, at value (including securities loaned of $259,699) - See accompanying schedule: Unaffiliated issuers (cost $3,194,161)	$ 4,763,931
Fidelity Central Funds (cost $451,242)	451,242
Other affiliated issuers (cost $135,081)	259,118
Total Investments (cost $3,780,484)		$ 5,474,291
Receivable for fund shares sold		3,314
Dividends receivable		6,555
Interest receivable		1,114
Distributions receivable from Fidelity Central Funds		104
Prepaid expenses		12
Other receivables		16
Total assets		5,485,406

Liabilities
Payable for investments purchased	$ 5,638
Payable for fund shares redeemed	7,024
Accrued management fee	2,685
Other affiliated payables	708
Other payables and accrued expenses	225
Collateral on securities loaned, at value	268,329
Total liabilities		284,609

Net Assets		$ 5,200,797
Net Assets consist of:
Paid in capital		$ 3,673,425
Undistributed net investment income		6,316
Accumulated undistributed net realized gain (loss) on investments		(172,751)
Net unrealized appreciation (depreciation) on investments		1,693,807
Net Assets		$ 5,200,797

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)	January 31, 2014 (Unaudited)

Leveraged Company Stock: Net Asset Value, offering price and redemption price per share ($4,092,996 ÷ 97,535 shares)		$ 41.96

Class K: Net Asset Value, offering price and redemption price per share ($1,107,801 ÷ 26,360 shares)		$ 42.03

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

Semiannual Report

Statement of Operations

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

Investment Income
Dividends (including $1,804 earned from other affiliated issuers)		$ 37,940
Interest		2,945
Income from Fidelity Central Funds		524
Total income		41,409

Expenses
Management fee	$ 16,147
Transfer agent fees	3,755
Accounting and security lending fees	567
Custodian fees and expenses	26
Independent trustees' compensation	11
Registration fees	57
Audit	36
Legal	14
Miscellaneous	19
Total expenses before reductions	20,632
Expense reductions	(70)	20,562
Net investment income (loss)		20,847
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	46,432
Other affiliated issuers	23,142
Total net realized gain (loss)		69,574
Change in net unrealized appreciation (depreciation) on investment securities		284,245
Net gain (loss)		353,819
Net increase (decrease) in net assets resulting from operations		$ 374,666

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 January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 20,847	$ 57,007
Net realized gain (loss)	69,574	336,239
Change in net unrealized appreciation (depreciation)	284,245	1,098,022
Net increase (decrease) in net assets resulting from operations	374,666	1,491,268
Distributions to shareholders from net investment income	(37,155)	(15,789)
Share transactions - net increase (decrease)	(416,370)	194,361
Redemption fees	212	538
Total increase (decrease) in net assets	(78,647)	1,670,378

Net Assets
Beginning of period	5,279,444	3,609,066
End of period (including undistributed net investment income of $6,316 and undistributed net investment income of $22,624, respectively)	$ 5,200,797	$ 5,279,444

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

Semiannual Report

Financial Highlights - Leveraged Company Stock

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.44	$ 28.22	$ 28.85	$ 23.50	$ 19.55	$ 31.09
Income from Investment Operations
Net investment income (loss) ^D	.15	.42 ^H	.16	- ^J	.07	.21
Net realized and unrealized gain (loss)	2.64	10.92	(.50)	5.46	3.99	(11.37)
Total from investment operations	2.79	11.34	(.34)	5.46	4.06	(11.16)
Distributions from net investment income	(.27)	(.12)	(.29)	(.11)	(.11)	(.14)
Distributions from net realized gain	-	-	-	-	-	(.25)
Total distributions	(.27)	(.12)	(.29)	(.11)	(.11)	(.39)
Redemption fees added to paid in capital ^D	- ^J	- ^J	- ^J	- ^J	- ^J	.01
Net asset value, end of period	$ 41.96	$ 39.44	$ 28.22	$ 28.85	$ 23.50	$ 19.55
Total Return ^{B, C}	7.11%	40.31%	(1.05)%	23.27%	20.84%	(35.99)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.79% ^A	.82%	.86%	.85%	.88%	.92%
Expenses net of fee waivers, if any	.79% ^A	.82%	.86%	.85%	.88%	.92%
Expenses net of all reductions	.79% ^A	.82%	.85%	.84%	.88%	.92%
Net investment income (loss)	.75% ^A	1.25% ^H	.60%	-% ^G	.29%	1.17%
Supplemental Data
Net assets, end of period (in millions)	$ 4,093	$ 4,227	$ 3,009	$ 3,931	$ 3,983	$ 3,714
Portfolio turnover rate ^F	14% ^A	21%	29%	18%	21%	34%

^A Annualized

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

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

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

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

^G Amount represents less than .01%.

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

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 39.52	$ 28.26	$ 28.86	$ 23.52	$ 19.56	$ 31.11
Income from Investment Operations
Net investment income (loss) ^D	.18	.47 ^G	.20	.04	.11	.21
Net realized and unrealized gain (loss)	2.65	10.93	(.49)	5.45	4.00	(11.35)
Total from investment operations	2.83	11.40	(.29)	5.49	4.11	(11.14)
Distributions from net investment income	(.32)	(.14)	(.31)	(.15)	(.15)	(.17)
Distributions from net realized gain	-	-	-	-	-	(.25)
Total distributions	(.32)	(.14)	(.31)	(.15)	(.15)	(.42)
Redemption fees added to paid in capital ^D	- ^I	- ^I	- ^I	- ^I	- ^I	.01
Net asset value, end of period	$ 42.03	$ 39.52	$ 28.26	$ 28.86	$ 23.52	$ 19.56
Total Return ^{B, C}	7.20%	40.47%	(.87)%	23.45%	21.09%	(35.86)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.68% ^A	.69%	.69%	.69%	.70%	.71%
Expenses net of fee waivers, if any	.67% ^A	.69%	.69%	.69%	.70%	.71%
Expenses net of all reductions	.67% ^A	.68%	.69%	.69%	.69%	.71%
Net investment income (loss)	.87% ^A	1.39% ^G	.76%	.16%	.47%	1.39%
Supplemental Data
Net assets, end of period (in millions)	$ 1,108	$ 1,053	$ 600	$ 555	$ 410	$ 267
Portfolio turnover rate ^F	14% ^A	21%	29%	18%	21%	34%

^A Annualized

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

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Gross unrealized appreciation	$ 1,854,271
Gross unrealized depreciation	(157,821)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,696,450

Tax cost	$ 3,777,841

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

Fiscal year of expiration
2018	$ (242,325)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $333,346 and $354,849, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Leveraged Company Stock. 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*
Leveraged Company Stock	$ 3,499	.16
Class K	256	.05
	$ 3,755

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $26 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by ninety-six dollars.

In addition the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $44.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Leveraged Company Stock	$ 28,583	$ 12,562
Class K	8,572	3,227
Total	$ 37,155	$ 15,789

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Leveraged Company Stock
Shares sold	5,869	26,431	$ 241,274	$ 888,852
Reinvestment of distributions	670	378	26,928	11,889
Shares redeemed	(16,179)	(26,251)	(673,030)	(883,700)
Net increase (decrease)	(9,640)	558	$ (404,828)	$ 17,041
Class K
Shares sold	3,099	11,840	$ 128,068	$ 395,282
Reinvestment of distributions	213	102	8,572	3,227
Shares redeemed	(3,591)	(6,546)	(148,182)	(221,189)
Net increase (decrease)	(279)	5,396	$ (11,542)	$ 177,320

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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®) eli1084664
1-800-544-5555

Automated line for quickest service

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

LSF-USAN-0314
1.789286.111

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Growth

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

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Small Cap
Growth Fund

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.21%
Actual		$ 1,000.00	$ 1,129.30	$ 6.49
Hypothetical^A		$ 1,000.00	$ 1,019.11	$ 6.16
Class T	1.48%
Actual		$ 1,000.00	$ 1,127.80	$ 7.94
Hypothetical^A		$ 1,000.00	$ 1,017.74	$ 7.53
Class B	1.99%
Actual		$ 1,000.00	$ 1,124.60	$ 10.66
Hypothetical^A		$ 1,000.00	$ 1,015.17	$ 10.11
Class C	1.99%
Actual		$ 1,000.00	$ 1,124.40	$ 10.66
Hypothetical^A		$ 1,000.00	$ 1,015.17	$ 10.11
Small Cap Growth	.88%
Actual		$ 1,000.00	$ 1,130.60	$ 4.73
Hypothetical^A		$ 1,000.00	$ 1,020.77	$ 4.48
Institutional Class	.90%
Actual		$ 1,000.00	$ 1,130.70	$ 4.83
Hypothetical^A		$ 1,000.00	$ 1,020.67	$ 4.58

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Stamps.com, Inc.	1.6	1.0
athenahealth, Inc.	1.4	1.2
iRobot Corp.	1.4	0.0
EnerSys	1.3	1.1
Tenneco, Inc.	1.2	0.5
KAR Auction Services, Inc.	1.2	1.3
Demandware, Inc.	1.1	0.7
Brunswick Corp.	1.1	1.0
Huron Consulting Group, Inc.	1.1	0.0
Spirit Airlines, Inc.	1.1	0.7
	12.5
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	23.9	25.8
Health Care	20.2	20.9
Industrials	15.9	17.0
Consumer Discretionary	13.5	16.0
Financials	8.4	8.4

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks and Equity Futures 97.4%			Stocks 97.9%
	Short-Term Investments and Net Other Assets (Liabilities) 2.6%			Short-Term Investments and Net Other Assets (Liabilities) 2.1%
* Foreign investments		5.0%	** Foreign investments		4.0%

ght1991476

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Auto Components - 1.8%
Standard Motor Products, Inc.	255,717		$ 8,364,503
Tenneco, Inc. (a)	289,300		16,443,812
			24,808,315
Diversified Consumer Services - 1.8%
Matthews International Corp. Class A	250,000		10,630,000
Service Corp. International	753,300		13,333,410
			23,963,410
Hotels, Restaurants & Leisure - 2.2%
Fiesta Restaurant Group, Inc. (a)	175,000		7,519,750
Papa John's International, Inc.	239,600		11,531,948
Popeyes Louisiana Kitchen, Inc. (a)	288,531		11,613,373
			30,665,071
Household Durables - 1.8%
iRobot Corp. (a)(d)	540,000		19,083,600
Universal Electronics, Inc. (a)	167,114		5,972,654
			25,056,254
Internet & Catalog Retail - 1.0%
HomeAway, Inc. (a)	320,000		13,075,200
Leisure Equipment & Products - 1.1%
Brunswick Corp.	372,600		15,447,996
Media - 0.3%
Cinemark Holdings, Inc.	147,100		4,311,501
Specialty Retail - 0.6%
Murphy U.S.A., Inc.	207,200		8,026,928
Textiles, Apparel & Luxury Goods - 2.9%
Deckers Outdoor Corp. (a)(d)	111,400		8,683,630
G-III Apparel Group Ltd. (a)	195,300		13,665,141
Steven Madden Ltd. (a)	273,000		8,897,070
Wolverine World Wide, Inc.	278,800		7,778,520
			39,024,361
TOTAL CONSUMER DISCRETIONARY			184,379,036
CONSUMER STAPLES - 1.6%
Food Products - 1.2%
Annie's, Inc. (a)(d)	183,900		7,378,068
WhiteWave Foods Co. (a)	386,500		9,357,165
			16,735,233
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 0.4%
Inter Parfums, Inc.	152,985		$ 4,978,132
TOTAL CONSUMER STAPLES			21,713,365
ENERGY - 4.4%
Energy Equipment & Services - 2.1%
Dril-Quip, Inc. (a)	74,900		7,531,944
RigNet, Inc. (a)	149,197		6,960,040
Western Energy Services Corp.	575,500		4,009,769
Xtreme Drilling & Coil Services Corp. (a)	3,166,700		10,520,126
			29,021,879
Oil, Gas & Consumable Fuels - 2.3%
Golar LNG Ltd. (NASDAQ)	200,000		7,102,000
MPLX LP	195,857		9,011,381
Phillips 66 Partners LP	203,100		7,602,033
Solazyme, Inc. (a)	196,039		2,542,626
Whitecap Resources, Inc. (d)	419,200		4,445,120
			30,703,160
TOTAL ENERGY			59,725,039
FINANCIALS - 8.4%
Capital Markets - 1.5%
FXCM, Inc. Class A	630,000		10,798,200
Virtus Investment Partners, Inc. (a)	52,183		9,510,874
			20,309,074
Commercial Banks - 3.3%
Banner Bank	140,284		5,166,660
City National Corp.	144,700		10,469,045
East West Bancorp, Inc.	174,694		5,845,261
Lakeland Financial Corp.	200,000		7,326,000
Pacific Premier Bancorp, Inc. (a)	648,586		10,293,060
TCF Financial Corp.	393,200		6,330,520
			45,430,546
Insurance - 2.7%
Allied World Assurance Co. Holdings Ltd.	110,000		11,321,200
Amerisafe, Inc.	213,400		8,828,358
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Primerica, Inc.	236,000		$ 9,942,680
StanCorp Financial Group, Inc.	112,800		7,247,400
			37,339,638
Real Estate Management & Development - 0.6%
Altisource Residential Corp. Class B	287,200		8,616,000
Thrifts & Mortgage Finance - 0.3%
Meridian Interstate Bancorp, Inc. (a)	162,989		3,836,761
TOTAL FINANCIALS			115,532,019
HEALTH CARE - 20.2%
Biotechnology - 8.1%
Alkermes PLC (a)	75,900		3,694,812
Array BioPharma, Inc. (a)	484,600		2,330,926
BioCryst Pharmaceuticals, Inc. (a)	300,000		3,060,000
Celldex Therapeutics, Inc. (a)	293,300		7,561,274
Chimerix, Inc.	147,800		2,874,710
Cubist Pharmaceuticals, Inc. (a)	96,262		7,035,790
Dyax Corp. (a)	400,000		3,368,000
Dynavax Technologies Corp. (a)	900,000		1,566,000
Hyperion Therapeutics, Inc. (a)	121,500		3,411,720
Insmed, Inc. (a)	223,400		4,561,828
Intercept Pharmaceuticals, Inc. (a)	28,300		8,514,904
Isis Pharmaceuticals, Inc. (a)	224,457		11,460,774
Ligand Pharmaceuticals, Inc. Class B (a)	100,000		6,194,000
Medivation, Inc. (a)	62,800		4,998,880
Novavax, Inc. (a)	1,118,200		6,083,008
Repligen Corp. (a)	770,000		11,919,600
Stemline Therapeutics, Inc.	104,500		2,628,175
Sunesis Pharmaceuticals, Inc. (a)(d)	390,600		1,710,828
Synageva BioPharma Corp. (a)(d)	82,200		7,445,676
Theravance, Inc. (a)(d)	51,500		1,896,230
Threshold Pharmaceuticals, Inc. (a)	369,900		1,805,112
XOMA Corp. (a)(d)	800,400		6,219,108
			110,341,355
Health Care Equipment & Supplies - 4.4%
Atricure, Inc. (a)	240,000		4,920,000
Cerus Corp. (a)	432,700		2,669,759
DexCom, Inc. (a)	329,907		13,348,037
ICU Medical, Inc. (a)	82,600		5,328,526
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Quidel Corp. (a)	350,000		$ 10,346,000
Steris Corp.	281,400		12,913,446
The Spectranetics Corp. (a)	404,500		10,525,090
			60,050,858
Health Care Providers & Services - 3.1%
Accretive Health, Inc. (a)	1,137,226		10,473,851
BioScrip, Inc. (a)	1,249,960		10,637,160
MEDNAX, Inc. (a)	106,400		5,920,096
Molina Healthcare, Inc. (a)	229,300		8,254,800
MWI Veterinary Supply, Inc. (a)	40,400		7,524,904
			42,810,811
Health Care Technology - 2.1%
athenahealth, Inc. (a)(d)	131,700		19,412,580
Medidata Solutions, Inc. (a)	156,096		9,849,658
			29,262,238
Life Sciences Tools & Services - 1.6%
Bruker BioSciences Corp. (a)	393,700		8,011,795
Fluidigm Corp. (a)	290,000		13,084,800
			21,096,595
Pharmaceuticals - 0.9%
Biodelivery Sciences International, Inc. (a)(d)	543,884		4,269,489
Ocera Therapeutics, Inc. (a)(d)	181,146		2,545,101
The Medicines Company (a)	173,100		6,016,956
			12,831,546
TOTAL HEALTH CARE			276,393,403
INDUSTRIALS - 15.9%
Aerospace & Defense - 1.7%
AAR Corp.	471,200		12,557,480
Astronics Corp. (a)	8,709		527,548
Teledyne Technologies, Inc. (a)	117,700		10,813,099
			23,898,127
Airlines - 1.1%
Spirit Airlines, Inc. (a)	324,500		15,219,050
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Building Products - 1.1%
A.O. Smith Corp.	136,088		$ 6,426,075
Lennox International, Inc.	99,500		8,612,720
			15,038,795
Commercial Services & Supplies - 1.2%
KAR Auction Services, Inc.	581,900		16,188,458
Electrical Equipment - 2.2%
EnerSys	256,700		17,471,002
Generac Holdings, Inc.	233,200		11,223,916
Preformed Line Products Co.	19,112		1,289,678
			29,984,596
Machinery - 4.8%
ITT Corp.	178,000		7,289,100
Luxfer Holdings PLC sponsored ADR	493,066		10,324,802
Manitowoc Co., Inc.	470,000		13,371,500
Mueller Industries, Inc.	43,209		2,689,328
Oshkosh Truck Corp.	220,100		11,916,214
Proto Labs, Inc. (a)(d)	135,000		10,713,600
Standex International Corp.	170,338		9,688,825
			65,993,369
Marine - 0.2%
Malibu Boats, Inc. Class A (a)	150,000		2,662,500
Professional Services - 2.3%
CBIZ, Inc. (a)	800,000		6,880,000
Huron Consulting Group, Inc. (a)	231,700		15,347,808
WageWorks, Inc. (a)	146,953		9,139,007
			31,366,815
Trading Companies & Distributors - 1.3%
Watsco, Inc.	99,100		9,376,842
WESCO International, Inc. (a)	98,300		8,154,968
			17,531,810
TOTAL INDUSTRIALS			217,883,520
INFORMATION TECHNOLOGY - 23.9%
Communications Equipment - 0.4%
Plantronics, Inc.	121,400		5,211,702
Computers & Peripherals - 1.0%
Electronics for Imaging, Inc. (a)	342,000		14,490,540
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 2.8%
FLIR Systems, Inc.	363,400		$ 11,527,048
InvenSense, Inc. (a)(d)	534,000		10,514,460
MTS Systems Corp.	183,895		12,933,335
Neonode, Inc. (a)(d)	658,022		3,744,145
			38,718,988
Internet Software & Services - 6.2%
Cornerstone OnDemand, Inc. (a)	238,000		13,577,900
Cvent, Inc.	54,200		2,070,982
Demandware, Inc. (a)	244,984		15,600,581
E2open, Inc. (a)(d)	557,094		13,342,401
Move, Inc. (a)	636,108		8,994,567
NIC, Inc.	383,202		8,330,811
Stamps.com, Inc. (a)	569,600		22,476,418
			84,393,660
IT Services - 5.4%
Cardtronics, Inc. (a)	217,468		8,376,867
EPAM Systems, Inc. (a)	333,100		13,623,790
Euronet Worldwide, Inc. (a)	247,605		10,612,350
EVERTEC, Inc.	389,400		9,396,222
Global Payments, Inc.	135,500		8,955,195
Maximus, Inc.	200,000		8,474,000
Sapient Corp. (a)	867,200		13,901,216
			73,339,640
Semiconductors & Semiconductor Equipment - 1.6%
Monolithic Power Systems, Inc. (a)	289,900		9,476,831
PDF Solutions, Inc. (a)	531,656		12,600,247
			22,077,078
Software - 6.5%
Aspen Technology, Inc. (a)	313,100		14,267,967
CommVault Systems, Inc. (a)	200,000		13,814,000
Comverse, Inc. (a)	230,000		8,289,200
Destiny Media Technologies, Inc. (a)(d)	701,069		1,156,764
Evolving Systems, Inc.	200,000		1,952,000
Interactive Intelligence Group, Inc. (a)	173,500		13,175,590
Manhattan Associates, Inc. (a)	175,338		5,912,397
MICROS Systems, Inc. (a)	200,000		11,106,000
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
SeaChange International, Inc. (a)	700,000		$ 8,372,000
SS&C Technologies Holdings, Inc. (a)	273,600		10,621,152
			88,667,070
TOTAL INFORMATION TECHNOLOGY			326,898,678
MATERIALS - 4.8%
Chemicals - 2.6%
Axiall Corp.	202,516		8,080,388
Cabot Corp.	187,146		9,108,396
Chemtura Corp. (a)	401,847		10,078,323
Cytec Industries, Inc.	88,200		7,935,354
			35,202,461
Construction Materials - 0.6%
Eagle Materials, Inc.	106,000		8,347,500
Containers & Packaging - 0.9%
Graphic Packaging Holding Co. (a)	1,293,700		12,290,150
Paper & Forest Products - 0.7%
P.H. Glatfelter Co.	300,700		9,318,693
TOTAL MATERIALS			65,158,804
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
inContact, Inc. (a)	1,300,000		11,414,000
TOTAL COMMON STOCKS (Cost $1,099,891,524)		1,279,097,864

U.S. Treasury Obligations - 0.3%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 2/27/14 to 4/10/14 (e) (Cost $4,309,835)	$ 4,310,000	4,309,875

Money Market Funds - 12.3%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (b)	105,642,671		$ 105,642,671
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	63,539,417		63,539,417
TOTAL MONEY MARKET FUNDS (Cost $169,182,088)		169,182,088
TOTAL INVESTMENT PORTFOLIO - 106.1% (Cost $1,273,383,447)		1,452,589,827
NET OTHER ASSETS (LIABILITIES) - (6.1)%		(84,053,063)
NET ASSETS - 100%		$ 1,368,536,764

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
475 ICE Russell 2000 Index Contracts (United States)	March 2014	$ 53,594,250	$ (1,176,718)

The face value of futures purchased as a percentage of net assets is 3.9%

Legend

(a) Non-income producing

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,034,925.

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	$ 28,170
Fidelity Securities Lending Cash Central Fund	1,164,212
Total	$ 1,192,382

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parametric Sound Corp.	$ 11,382,447	$ -	$ 9,334,036*	$ -	$ -
Xtreme Drilling & Coil Services Corp.	14,769,740	7,453,947	10,516,137*	-	-
Zedi, Inc.	4,053,675	-	4,333,432	-	-
Total	$ 30,205,862	$ 7,453,947	$ 24,183,605	$ -	$ -

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

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 184,379,036	$ 184,379,036	$ -	$ -
Consumer Staples	21,713,365	21,713,365	-	-
Energy	59,725,039	59,725,039	-	-
Financials	115,532,019	115,532,019	-	-
Health Care	276,393,403	276,393,403	-	-
Industrials	217,883,520	217,883,520	-	-
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Information Technology	$ 326,898,678	$ 326,898,678	$ -	$ -
Materials	65,158,804	65,158,804	-	-
Telecommunication Services	11,414,000	11,414,000	-	-
U.S. Government and Government Agency Obligations	4,309,875	-	4,309,875	-
Money Market Funds	169,182,088	169,182,088	-	-
Total Investments in Securities:	$ 1,452,589,827	$ 1,448,279,952	$ 4,309,875	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (1,176,718)	$ (1,176,718)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (1,176,718)
Total Value of Derivatives	$ -	$ (1,176,718)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $61,993,230) - See accompanying schedule: Unaffiliated issuers (cost $1,104,201,359)	$ 1,283,407,739
Fidelity Central Funds (cost $169,182,088)	169,182,088
Total Investments (cost $1,273,383,447)		$ 1,452,589,827
Receivable for investments sold		17,732,612
Receivable for fund shares sold		11,316,031
Dividends receivable		434,545
Distributions receivable from Fidelity Central Funds		128,570
Prepaid expenses		4,724
Other receivables		23,982
Total assets		1,482,230,291

Liabilities
Payable for investments purchased	$ 47,796,928
Payable for fund shares redeemed	1,197,186
Accrued management fee	762,973
Distribution and service plan fees payable	76,202
Payable for daily variation margin for derivative instruments	42,750
Other affiliated payables	227,185
Other payables and accrued expenses	50,886
Collateral on securities loaned, at value	63,539,417
Total liabilities		113,693,527

Net Assets		$ 1,368,536,764
Net Assets consist of:
Paid in capital		$ 766,277,350
Accumulated net investment loss		(2,895,171)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		427,128,434
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		178,026,151
Net Assets		$ 1,368,536,764

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($90,126,325 ÷ 4,817,677 shares)		$ 18.71

Maximum offering price per share (100/94.25 of $18.71)		$ 19.85
Class T: Net Asset Value and redemption price per share ($44,278,272 ÷ 2,408,019 shares)		$ 18.39

Maximum offering price per share (100/96.50 of $18.39)		$ 19.06
Class B: Net Asset Value and offering price per share ($3,419,966 ÷ 194,304 shares)^A		$ 17.60

Class C: Net Asset Value and offering price per share ($44,167,028 ÷ 2,521,223 shares)^A		$ 17.52

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,133,411,259 ÷ 59,152,380 shares)		$ 19.16

Institutional Class: Net Asset Value, offering price and redemption price per share ($53,133,914 ÷ 2,767,687 shares)		$ 19.20

^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 January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 4,133,046
Interest		123
Income from Fidelity Central Funds (including $1,164,212 from security lending)		1,192,382
Total income		5,325,551

Expenses
Management fee Basic fee	$ 6,481,708
Performance adjustment	(514,084)
Transfer agent fees	1,400,413
Distribution and service plan fees	407,607
Accounting and security lending fees	293,343
Custodian fees and expenses	44,018
Independent trustees' compensation	4,311
Registration fees	93,381
Audit	32,714
Legal	5,060
Miscellaneous	6,913
Total expenses before reductions	8,255,384
Expense reductions	(34,662)	8,220,722
Net investment income (loss)		(2,895,171)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	182,502,723
Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $4,613,051)	304,585,595
Other affiliated issuers	(710,195)
Foreign currency transactions	(9,191)
Futures contracts	(168,582)
Total net realized gain (loss)		486,200,350
Change in net unrealized appreciation (depreciation) on: Investment securities	(245,963,064)
Assets and liabilities in foreign currencies	882
Futures contracts	(1,176,718)
Total change in net unrealized appreciation (depreciation)		(247,138,900)
Net gain (loss)		239,061,450
Net increase (decrease) in net assets resulting from operations		$ 236,166,279

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,895,171)	$ 2,185,197
Net realized gain (loss)	486,200,350	327,291,382
Change in net unrealized appreciation (depreciation)	(247,138,900)	244,679,550
Net increase (decrease) in net assets resulting from operations	236,166,279	574,156,129
Distributions to shareholders from net realized gain	(306,245,236)	(122,560,447)
Share transactions - net increase (decrease)	(801,932,097)	(58,479,174)
Redemption fees	141,723	117,383
Total increase (decrease) in net assets	(871,869,331)	393,233,891

Net Assets
Beginning of period	2,240,406,095	1,847,172,204
End of period (including accumulated net investment loss of $2,895,171 and accumulated net investment loss of $0, respectively)	$ 1,368,536,764	$ 2,240,406,095

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79	$ 13.20
Income from Investment Operations
Net investment income (loss)^E	(.06)	(.04)	(.07)^H	(.07)^I	(.07)^J	(.06)
Net realized and unrealized gain (loss)	2.35	4.87	(.16)	3.84	1.94	(2.35)
Total from investment operations	2.29	4.83	(.23)	3.77	1.87	(2.41)
Distributions from net realized gain	(3.24)	(1.04)	(.32)	(.01)^K	-	-
Redemption fees added to paid in capital ^E,M	-	-	-	-	-	-
Net asset value, end of period	$ 18.71	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79
Total Return^B,C,D	12.93%	32.20%	(1.14)%	29.78%	17.33%	(18.26)%
Ratios to Average Net Assets^F,L
Expenses before reductions	1.21%^A	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of fee waivers, if any	1.21%^A	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of all reductions	1.21%^A	1.22%	1.34%	1.23%	1.34%	1.33%
Net investment income (loss)	(.64)%^A	(.26)%	(.49)%^H	(.47)%^I	(.56)%^J	(.64)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 90,126	$ 74,978	$ 59,684	$ 67,272	$ 50,620	$ 40,211
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the sales charges. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (.57)%. ^IInvestment 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 (.61)%. ^JInvestment 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 (.67)%. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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. ^MAmount 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 January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74	$ 13.17
Income from Investment Operations
Net investment income (loss)^E	(.08)	(.09)	(.11)^H	(.11)^I	(.10)^J	(.09)
Net realized and unrealized gain (loss)	2.31	4.82	(.16)	3.81	1.93	(2.34)
Total from investment operations	2.23	4.73	(.27)	3.70	1.83	(2.43)
Distributions from net realized gain	(3.22)	(1.03)	(.32)	-	-	-
Redemption fees added to paid in capital^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 18.39	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74
Total Return^B,C,D	12.78%	31.87%	(1.41)%	29.44%	17.04%	(18.45)%
Ratios to Average Net Assets^F,K
Expenses before reductions	1.48%^A	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of fee waivers, if any	1.48%^A	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of all reductions	1.48%^A	1.48%	1.60%	1.49%	1.60%	1.59%
Net investment income (loss)	(.90)%^A	(.52)%	(.74)%^H	(.73)%^I	(.82)%^J	(.91)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,278	$ 34,686	$ 27,658	$ 30,764	$ 23,930	$ 21,533
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the sales charges. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (.83)%. ^IInvestment 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 (.86)%. ^JInvestment 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 (.93)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57	$ 13.03
Income from Investment Operations
Net investment income (loss)^E	(.13)	(.16)	(.18)^H	(.18)^I	(.16)^J	(.13)
Net realized and unrealized gain (loss)	2.22	4.64	(.17)	3.74	1.89	(2.33)
Total from investment operations	2.09	4.48	(.35)	3.56	1.73	(2.46)
Distributions from net realized gain	(3.14)	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 17.60	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57
Total Return^B,C,D	12.46%	31.25%	(1.96)%	28.94%	16.37%	(18.88)%
Ratios to Average Net Assets^F,K
Expenses before reductions	2.00%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.99%^A	1.97%	2.09%	1.98%	2.09%	2.08%
Net investment income (loss)	(1.42)%^A	(1.01)%	(1.23)%^H	(1.22)%^I	(1.32)%^J	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,420	$ 3,486	$ 4,123	$ 5,295	$ 5,142	$ 4,171
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the contingent deferred sales charge. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (1.32)%. ^IInvestment 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 (1.36)%. ^JInvestment 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 (1.42)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55	$ 13.00
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.16)	(.18)^H	(.18)^I	(.16)^J	(.13)
Net realized and unrealized gain (loss)	2.20	4.64	(.17)	3.73	1.89	(2.32)
Total from investment operations	2.08	4.48	(.35)	3.55	1.73	(2.45)
Distributions from net realized gain	(3.18)	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 17.52	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55
Total Return^B,C,D	12.44%	31.32%	(1.96)%	28.91%	16.40%	(18.85)%
Ratios to Average Net Assets^F,K
Expenses before reductions	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.99%^A	1.97%	2.09%	1.98%	2.09%	2.07%
Net investment income (loss)	(1.41)%^A	(1.01)%	(1.24)%^H	(1.22)%^I	(1.32)%^J	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,167	$ 32,756	$ 24,683	$ 24,914	$ 18,091	$ 14,267
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the contingent deferred sales charge. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (1.32)%. ^IInvestment 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 (1.36)%. ^JInvestment 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 (1.42)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Small Cap Growth

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89	$ 13.29
Income from Investment Operations
Net investment income (loss)^D	(.03)	.01	(.03)^G	(.03)^H	(.04)^I	(.04)
Net realized and unrealized gain (loss)	2.39	4.98	(.16)	3.90	1.96	(2.36)
Total from investment operations	2.36	4.99	(.19)	3.87	1.92	(2.40)
Distributions from net realized gain	(3.27)	(1.06)	(.32)	(.03)^J	-	-
Redemption fees added to paid in capital^D,L	-	-	-	-	-	-
Net asset value, end of period	$ 19.16	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89
Total Return^B,C	13.06%	32.74%	(.88)%	30.20%	17.63%	(18.06)%
Ratios to Average Net Assets^E,K
Expenses before reductions	.88%^A	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of fee waivers, if any	.88%^A	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of all reductions	.88%^A	.88%	1.02%	.93%	1.07%	1.08%
Net investment income (loss)	(.30)%^A	.08%	(.16)%^G	(.17)%^H	(.29)%^I	(.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,133,411	$ 1,315,659	$ 1,166,101	$ 1,382,688	$ 1,204,818	$ 1,085,184
Portfolio turnover rate^F	139%^A	142%	150%	106%	105%	150%
^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 (.25)%. ^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 (.31)%. ^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 (.39)%. ^JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^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. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^L Amount represents less than $.01 per share.

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91	$ 13.30
Income from Investment Operations
Net investment income (loss)^D	(.03)	.01	(.03)^G	(.03)^H	(.03)^I	(.03)
Net realized and unrealized gain (loss)	2.40	4.98	(.16)	3.91	1.95	(2.36)
Total from investment operations	2.37	4.99	(.19)	3.88	1.92	(2.39)
Distributions from net realized gain	(3.27)	(1.06)	(.32)	(.03)^J	-	-
Redemption fees added to paid in capital^D,L	-	-	-	-	-	-
Net asset value, end of period	$ 19.20	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91
Total Return^B,C	13.07%	32.65%	(.88)%	30.24%	17.60%	(17.97)%
Ratios to Average Net Assets^E,K
Expenses before reductions	.91%^A	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of fee waivers, if any	.90%^A	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of all reductions	.90%^A	.91%	1.05%	.93%	1.02%	1.04%
Net investment income (loss)	(.33)%^A	.06%	(.19)%^G	(.17)%^H	(.24)%^I	(.36)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 53,134	$ 51,158	$ 36,694	$ 41,440	$ 25,650	$ 19,204
Portfolio turnover rate^F	139%^A	142%	150%	106%	105%	150%
^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 (.28)%. ^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 (.30)%. ^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 (.34)%. ^JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^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. 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

Fidelity® Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (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, Small Cap Growth and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund offered Class F shares during the period June 26, 2009 through November 15, 2013, and all outstanding shares were redeemed by November 15, 2013. 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 202,306,877
Gross unrealized depreciation	(25,883,966)
Net unrealized appreciation (depreciation) on securities and other investments	$ 176,422,911

Tax cost	$ 1,276,166,916

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $(168,582) and a change in net unrealized appreciation (depreciation) of $(1,176,718) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $1,227,621,226 and $2,381,148,711, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Growth as compared to its benchmark index, the Russell 2000® Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .64% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 102,092	$ 1,084
Class T	.25%	.25%	98,434	-
Class B	.75%	.25%	17,177	13,008
Class C	.75%	.25%	189,904	36,327
			$ 407,607	$ 50,419

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

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

	Retained by FDC
Class A	$ 28,161
Class T	7,186
Class B*	912
Class C*	1,709
	$ 37,968

* 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

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 109,315	.27
Class T	55,704	.28
Class B	5,169	.30
Class C	55,796	.29
Small Cap Growth	1,121,090	.19
Institutional Class	53,339	.21
	$ 1,400,413

* Annualized

Redemptions In-Kind. During the period, 70,585,530 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,380,652,586. The net realized gain of $304,585,595 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain of loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,719 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $64,630. 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 $54,508 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $16,263 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $77.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $18,322.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014 ^A	Year ended July 31, 2013
From net realized gain
Class A	$ 13,042,391	$ 3,855,020
Class T	6,313,273	1,778,904
Class B	574,582	260,524
Class C	6,246,391	1,656,727
Small Cap Growth	191,545,684	74,940,038
Class F	80,609,253	37,680,389
Institutional Class	7,913,662	2,388,845
Total	$ 306,245,236	$ 122,560,447

^A All Class F shares were redeemed on November 15, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class A
Shares sold	915,409	969,311	$ 17,219,782	$ 16,711,827
Reinvestment of distributions	685,539	231,282	12,376,648	3,646,231
Shares redeemed	(596,163)	(1,149,326)	(11,225,866)	(19,219,034)
Net increase (decrease)	1,004,785	51,267	$ 18,370,564	$ 1,139,024
Class T
Shares sold	453,744	457,321	$ 8,406,937	$ 7,743,595
Reinvestment of distributions	341,220	106,640	6,064,353	1,660,117
Shares redeemed	(176,417)	(538,707)	(3,251,764)	(8,802,237)
Net increase (decrease)	618,547	25,254	$ 11,219,526	$ 601,475
Class B
Shares sold	9,049	6,696	$ 160,917	$ 106,485
Reinvestment of distributions	32,147	16,337	548,598	246,159
Shares redeemed	(33,755)	(107,598)	(601,767)	(1,730,845)
Net increase (decrease)	7,441	(84,565)	$ 107,748	$ (1,378,201)

Semiannual Report

11. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class C
Shares sold	598,254	456,788	$ 10,606,736	$ 7,531,447
Reinvestment of distributions	347,765	103,215	5,907,550	1,550,542
Shares redeemed	(184,346)	(428,305)	(3,247,932)	(6,821,754)
Net increase (decrease)	761,673	131,698	$ 13,266,354	$ 2,260,235
Small Cap Growth
Shares sold	21,096,897	10,379,088	$ 406,171,276	$ 182,249,151
Reinvestment of distributions	10,184,956	4,595,875	187,557,177	73,721,316
Shares redeemed	(37,691,940)^B	(21,652,202)	(731,980,705)^B	(371,997,767)
Net increase (decrease)	(6,410,087)	(6,677,239)	$ (138,252,252)	$ (116,027,300)
Class F
Shares sold	768,083	7,670,010	$ 15,295,624	$ 131,231,307
Reinvestment of distributions	4,357,257	2,336,095	80,609,253	37,680,389
Shares redeemed	(41,060,113)^B	(6,554,937)	(806,457,595)^B	(118,928,973)
Net increase (decrease)	(35,934,773)	3,451,168	$ (710,552,718)	$ 49,982,723
Institutional Class
Shares sold	389,837	727,207	$ 7,518,244	$ 12,757,998
Reinvestment of distributions	381,830	128,780	7,062,159	2,069,290
Shares redeemed	(549,183)	(580,321)	(10,671,722)	(9,884,418)
Net increase (decrease)	222,484	275,666	$ 3,908,681	$ 4,942,870

^A All Class F shares were redeemed on November 15, 2013.

^B Amount includes in-kind redemptions (see Note 6: Redemptions In-Kind).

12. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCP-USAN-0314
1.803716.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Growth

Fund - Institutional Class

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Small Cap GrowthFund

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.21%
Actual		$ 1,000.00	$ 1,129.30	$ 6.49
Hypothetical^A		$ 1,000.00	$ 1,019.11	$ 6.16
Class T	1.48%
Actual		$ 1,000.00	$ 1,127.80	$ 7.94
Hypothetical^A		$ 1,000.00	$ 1,017.74	$ 7.53
Class B	1.99%
Actual		$ 1,000.00	$ 1,124.60	$ 10.66
Hypothetical^A		$ 1,000.00	$ 1,015.17	$ 10.11
Class C	1.99%
Actual		$ 1,000.00	$ 1,124.40	$ 10.66
Hypothetical^A		$ 1,000.00	$ 1,015.17	$ 10.11
Small Cap Growth	.88%
Actual		$ 1,000.00	$ 1,130.60	$ 4.73
Hypothetical^A		$ 1,000.00	$ 1,020.77	$ 4.48
Institutional Class	.90%
Actual		$ 1,000.00	$ 1,130.70	$ 4.83
Hypothetical^A		$ 1,000.00	$ 1,020.67	$ 4.58

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Stamps.com, Inc.	1.6	1.0
athenahealth, Inc.	1.4	1.2
iRobot Corp.	1.4	0.0
EnerSys	1.3	1.1
Tenneco, Inc.	1.2	0.5
KAR Auction Services, Inc.	1.2	1.3
Demandware, Inc.	1.1	0.7
Brunswick Corp.	1.1	1.0
Huron Consulting Group, Inc.	1.1	0.0
Spirit Airlines, Inc.	1.1	0.7
	12.5
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	23.9	25.8
Health Care	20.2	20.9
Industrials	15.9	17.0
Consumer Discretionary	13.5	16.0
Financials	8.4	8.4

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks and Equity Futures 97.4%			Stocks 97.9%
	Short-Term Investments and Net Other Assets (Liabilities) 2.6%			Short-Term Investments and Net Other Assets (Liabilities) 2.1%
* Foreign investments		5.0%	** Foreign investments		4.0%

ght1991487

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Auto Components - 1.8%
Standard Motor Products, Inc.	255,717		$ 8,364,503
Tenneco, Inc. (a)	289,300		16,443,812
			24,808,315
Diversified Consumer Services - 1.8%
Matthews International Corp. Class A	250,000		10,630,000
Service Corp. International	753,300		13,333,410
			23,963,410
Hotels, Restaurants & Leisure - 2.2%
Fiesta Restaurant Group, Inc. (a)	175,000		7,519,750
Papa John's International, Inc.	239,600		11,531,948
Popeyes Louisiana Kitchen, Inc. (a)	288,531		11,613,373
			30,665,071
Household Durables - 1.8%
iRobot Corp. (a)(d)	540,000		19,083,600
Universal Electronics, Inc. (a)	167,114		5,972,654
			25,056,254
Internet & Catalog Retail - 1.0%
HomeAway, Inc. (a)	320,000		13,075,200
Leisure Equipment & Products - 1.1%
Brunswick Corp.	372,600		15,447,996
Media - 0.3%
Cinemark Holdings, Inc.	147,100		4,311,501
Specialty Retail - 0.6%
Murphy U.S.A., Inc.	207,200		8,026,928
Textiles, Apparel & Luxury Goods - 2.9%
Deckers Outdoor Corp. (a)(d)	111,400		8,683,630
G-III Apparel Group Ltd. (a)	195,300		13,665,141
Steven Madden Ltd. (a)	273,000		8,897,070
Wolverine World Wide, Inc.	278,800		7,778,520
			39,024,361
TOTAL CONSUMER DISCRETIONARY			184,379,036
CONSUMER STAPLES - 1.6%
Food Products - 1.2%
Annie's, Inc. (a)(d)	183,900		7,378,068
WhiteWave Foods Co. (a)	386,500		9,357,165
			16,735,233
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 0.4%
Inter Parfums, Inc.	152,985		$ 4,978,132
TOTAL CONSUMER STAPLES			21,713,365
ENERGY - 4.4%
Energy Equipment & Services - 2.1%
Dril-Quip, Inc. (a)	74,900		7,531,944
RigNet, Inc. (a)	149,197		6,960,040
Western Energy Services Corp.	575,500		4,009,769
Xtreme Drilling & Coil Services Corp. (a)	3,166,700		10,520,126
			29,021,879
Oil, Gas & Consumable Fuels - 2.3%
Golar LNG Ltd. (NASDAQ)	200,000		7,102,000
MPLX LP	195,857		9,011,381
Phillips 66 Partners LP	203,100		7,602,033
Solazyme, Inc. (a)	196,039		2,542,626
Whitecap Resources, Inc. (d)	419,200		4,445,120
			30,703,160
TOTAL ENERGY			59,725,039
FINANCIALS - 8.4%
Capital Markets - 1.5%
FXCM, Inc. Class A	630,000		10,798,200
Virtus Investment Partners, Inc. (a)	52,183		9,510,874
			20,309,074
Commercial Banks - 3.3%
Banner Bank	140,284		5,166,660
City National Corp.	144,700		10,469,045
East West Bancorp, Inc.	174,694		5,845,261
Lakeland Financial Corp.	200,000		7,326,000
Pacific Premier Bancorp, Inc. (a)	648,586		10,293,060
TCF Financial Corp.	393,200		6,330,520
			45,430,546
Insurance - 2.7%
Allied World Assurance Co. Holdings Ltd.	110,000		11,321,200
Amerisafe, Inc.	213,400		8,828,358
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Primerica, Inc.	236,000		$ 9,942,680
StanCorp Financial Group, Inc.	112,800		7,247,400
			37,339,638
Real Estate Management & Development - 0.6%
Altisource Residential Corp. Class B	287,200		8,616,000
Thrifts & Mortgage Finance - 0.3%
Meridian Interstate Bancorp, Inc. (a)	162,989		3,836,761
TOTAL FINANCIALS			115,532,019
HEALTH CARE - 20.2%
Biotechnology - 8.1%
Alkermes PLC (a)	75,900		3,694,812
Array BioPharma, Inc. (a)	484,600		2,330,926
BioCryst Pharmaceuticals, Inc. (a)	300,000		3,060,000
Celldex Therapeutics, Inc. (a)	293,300		7,561,274
Chimerix, Inc.	147,800		2,874,710
Cubist Pharmaceuticals, Inc. (a)	96,262		7,035,790
Dyax Corp. (a)	400,000		3,368,000
Dynavax Technologies Corp. (a)	900,000		1,566,000
Hyperion Therapeutics, Inc. (a)	121,500		3,411,720
Insmed, Inc. (a)	223,400		4,561,828
Intercept Pharmaceuticals, Inc. (a)	28,300		8,514,904
Isis Pharmaceuticals, Inc. (a)	224,457		11,460,774
Ligand Pharmaceuticals, Inc. Class B (a)	100,000		6,194,000
Medivation, Inc. (a)	62,800		4,998,880
Novavax, Inc. (a)	1,118,200		6,083,008
Repligen Corp. (a)	770,000		11,919,600
Stemline Therapeutics, Inc.	104,500		2,628,175
Sunesis Pharmaceuticals, Inc. (a)(d)	390,600		1,710,828
Synageva BioPharma Corp. (a)(d)	82,200		7,445,676
Theravance, Inc. (a)(d)	51,500		1,896,230
Threshold Pharmaceuticals, Inc. (a)	369,900		1,805,112
XOMA Corp. (a)(d)	800,400		6,219,108
			110,341,355
Health Care Equipment & Supplies - 4.4%
Atricure, Inc. (a)	240,000		4,920,000
Cerus Corp. (a)	432,700		2,669,759
DexCom, Inc. (a)	329,907		13,348,037
ICU Medical, Inc. (a)	82,600		5,328,526
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Quidel Corp. (a)	350,000		$ 10,346,000
Steris Corp.	281,400		12,913,446
The Spectranetics Corp. (a)	404,500		10,525,090
			60,050,858
Health Care Providers & Services - 3.1%
Accretive Health, Inc. (a)	1,137,226		10,473,851
BioScrip, Inc. (a)	1,249,960		10,637,160
MEDNAX, Inc. (a)	106,400		5,920,096
Molina Healthcare, Inc. (a)	229,300		8,254,800
MWI Veterinary Supply, Inc. (a)	40,400		7,524,904
			42,810,811
Health Care Technology - 2.1%
athenahealth, Inc. (a)(d)	131,700		19,412,580
Medidata Solutions, Inc. (a)	156,096		9,849,658
			29,262,238
Life Sciences Tools & Services - 1.6%
Bruker BioSciences Corp. (a)	393,700		8,011,795
Fluidigm Corp. (a)	290,000		13,084,800
			21,096,595
Pharmaceuticals - 0.9%
Biodelivery Sciences International, Inc. (a)(d)	543,884		4,269,489
Ocera Therapeutics, Inc. (a)(d)	181,146		2,545,101
The Medicines Company (a)	173,100		6,016,956
			12,831,546
TOTAL HEALTH CARE			276,393,403
INDUSTRIALS - 15.9%
Aerospace & Defense - 1.7%
AAR Corp.	471,200		12,557,480
Astronics Corp. (a)	8,709		527,548
Teledyne Technologies, Inc. (a)	117,700		10,813,099
			23,898,127
Airlines - 1.1%
Spirit Airlines, Inc. (a)	324,500		15,219,050
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Building Products - 1.1%
A.O. Smith Corp.	136,088		$ 6,426,075
Lennox International, Inc.	99,500		8,612,720
			15,038,795
Commercial Services & Supplies - 1.2%
KAR Auction Services, Inc.	581,900		16,188,458
Electrical Equipment - 2.2%
EnerSys	256,700		17,471,002
Generac Holdings, Inc.	233,200		11,223,916
Preformed Line Products Co.	19,112		1,289,678
			29,984,596
Machinery - 4.8%
ITT Corp.	178,000		7,289,100
Luxfer Holdings PLC sponsored ADR	493,066		10,324,802
Manitowoc Co., Inc.	470,000		13,371,500
Mueller Industries, Inc.	43,209		2,689,328
Oshkosh Truck Corp.	220,100		11,916,214
Proto Labs, Inc. (a)(d)	135,000		10,713,600
Standex International Corp.	170,338		9,688,825
			65,993,369
Marine - 0.2%
Malibu Boats, Inc. Class A (a)	150,000		2,662,500
Professional Services - 2.3%
CBIZ, Inc. (a)	800,000		6,880,000
Huron Consulting Group, Inc. (a)	231,700		15,347,808
WageWorks, Inc. (a)	146,953		9,139,007
			31,366,815
Trading Companies & Distributors - 1.3%
Watsco, Inc.	99,100		9,376,842
WESCO International, Inc. (a)	98,300		8,154,968
			17,531,810
TOTAL INDUSTRIALS			217,883,520
INFORMATION TECHNOLOGY - 23.9%
Communications Equipment - 0.4%
Plantronics, Inc.	121,400		5,211,702
Computers & Peripherals - 1.0%
Electronics for Imaging, Inc. (a)	342,000		14,490,540
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 2.8%
FLIR Systems, Inc.	363,400		$ 11,527,048
InvenSense, Inc. (a)(d)	534,000		10,514,460
MTS Systems Corp.	183,895		12,933,335
Neonode, Inc. (a)(d)	658,022		3,744,145
			38,718,988
Internet Software & Services - 6.2%
Cornerstone OnDemand, Inc. (a)	238,000		13,577,900
Cvent, Inc.	54,200		2,070,982
Demandware, Inc. (a)	244,984		15,600,581
E2open, Inc. (a)(d)	557,094		13,342,401
Move, Inc. (a)	636,108		8,994,567
NIC, Inc.	383,202		8,330,811
Stamps.com, Inc. (a)	569,600		22,476,418
			84,393,660
IT Services - 5.4%
Cardtronics, Inc. (a)	217,468		8,376,867
EPAM Systems, Inc. (a)	333,100		13,623,790
Euronet Worldwide, Inc. (a)	247,605		10,612,350
EVERTEC, Inc.	389,400		9,396,222
Global Payments, Inc.	135,500		8,955,195
Maximus, Inc.	200,000		8,474,000
Sapient Corp. (a)	867,200		13,901,216
			73,339,640
Semiconductors & Semiconductor Equipment - 1.6%
Monolithic Power Systems, Inc. (a)	289,900		9,476,831
PDF Solutions, Inc. (a)	531,656		12,600,247
			22,077,078
Software - 6.5%
Aspen Technology, Inc. (a)	313,100		14,267,967
CommVault Systems, Inc. (a)	200,000		13,814,000
Comverse, Inc. (a)	230,000		8,289,200
Destiny Media Technologies, Inc. (a)(d)	701,069		1,156,764
Evolving Systems, Inc.	200,000		1,952,000
Interactive Intelligence Group, Inc. (a)	173,500		13,175,590
Manhattan Associates, Inc. (a)	175,338		5,912,397
MICROS Systems, Inc. (a)	200,000		11,106,000
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
SeaChange International, Inc. (a)	700,000		$ 8,372,000
SS&C Technologies Holdings, Inc. (a)	273,600		10,621,152
			88,667,070
TOTAL INFORMATION TECHNOLOGY			326,898,678
MATERIALS - 4.8%
Chemicals - 2.6%
Axiall Corp.	202,516		8,080,388
Cabot Corp.	187,146		9,108,396
Chemtura Corp. (a)	401,847		10,078,323
Cytec Industries, Inc.	88,200		7,935,354
			35,202,461
Construction Materials - 0.6%
Eagle Materials, Inc.	106,000		8,347,500
Containers & Packaging - 0.9%
Graphic Packaging Holding Co. (a)	1,293,700		12,290,150
Paper & Forest Products - 0.7%
P.H. Glatfelter Co.	300,700		9,318,693
TOTAL MATERIALS			65,158,804
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
inContact, Inc. (a)	1,300,000		11,414,000
TOTAL COMMON STOCKS (Cost $1,099,891,524)		1,279,097,864

U.S. Treasury Obligations - 0.3%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 2/27/14 to 4/10/14 (e) (Cost $4,309,835)	$ 4,310,000	4,309,875

Money Market Funds - 12.3%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (b)	105,642,671		$ 105,642,671
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	63,539,417		63,539,417
TOTAL MONEY MARKET FUNDS (Cost $169,182,088)		169,182,088
TOTAL INVESTMENT PORTFOLIO - 106.1% (Cost $1,273,383,447)		1,452,589,827
NET OTHER ASSETS (LIABILITIES) - (6.1)%		(84,053,063)
NET ASSETS - 100%		$ 1,368,536,764

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
475 ICE Russell 2000 Index Contracts (United States)	March 2014	$ 53,594,250	$ (1,176,718)

The face value of futures purchased as a percentage of net assets is 3.9%

Legend

(a) Non-income producing

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,034,925.

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	$ 28,170
Fidelity Securities Lending Cash Central Fund	1,164,212
Total	$ 1,192,382

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parametric Sound Corp.	$ 11,382,447	$ -	$ 9,334,036*	$ -	$ -
Xtreme Drilling & Coil Services Corp.	14,769,740	7,453,947	10,516,137*	-	-
Zedi, Inc.	4,053,675	-	4,333,432	-	-
Total	$ 30,205,862	$ 7,453,947	$ 24,183,605	$ -	$ -

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

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 184,379,036	$ 184,379,036	$ -	$ -
Consumer Staples	21,713,365	21,713,365	-	-
Energy	59,725,039	59,725,039	-	-
Financials	115,532,019	115,532,019	-	-
Health Care	276,393,403	276,393,403	-	-
Industrials	217,883,520	217,883,520	-	-
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Information Technology	$ 326,898,678	$ 326,898,678	$ -	$ -
Materials	65,158,804	65,158,804	-	-
Telecommunication Services	11,414,000	11,414,000	-	-
U.S. Government and Government Agency Obligations	4,309,875	-	4,309,875	-
Money Market Funds	169,182,088	169,182,088	-	-
Total Investments in Securities:	$ 1,452,589,827	$ 1,448,279,952	$ 4,309,875	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (1,176,718)	$ (1,176,718)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (1,176,718)
Total Value of Derivatives	$ -	$ (1,176,718)

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $61,993,230) - See accompanying schedule: Unaffiliated issuers (cost $1,104,201,359)	$ 1,283,407,739
Fidelity Central Funds (cost $169,182,088)	169,182,088
Total Investments (cost $1,273,383,447)		$ 1,452,589,827
Receivable for investments sold		17,732,612
Receivable for fund shares sold		11,316,031
Dividends receivable		434,545
Distributions receivable from Fidelity Central Funds		128,570
Prepaid expenses		4,724
Other receivables		23,982
Total assets		1,482,230,291

Liabilities
Payable for investments purchased	$ 47,796,928
Payable for fund shares redeemed	1,197,186
Accrued management fee	762,973
Distribution and service plan fees payable	76,202
Payable for daily variation margin for derivative instruments	42,750
Other affiliated payables	227,185
Other payables and accrued expenses	50,886
Collateral on securities loaned, at value	63,539,417
Total liabilities		113,693,527

Net Assets		$ 1,368,536,764
Net Assets consist of:
Paid in capital		$ 766,277,350
Accumulated net investment loss		(2,895,171)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		427,128,434
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		178,026,151
Net Assets		$ 1,368,536,764

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($90,126,325 ÷ 4,817,677 shares)		$ 18.71

Maximum offering price per share (100/94.25 of $18.71)		$ 19.85
Class T: Net Asset Value and redemption price per share ($44,278,272 ÷ 2,408,019 shares)		$ 18.39

Maximum offering price per share (100/96.50 of $18.39)		$ 19.06
Class B: Net Asset Value and offering price per share ($3,419,966 ÷ 194,304 shares)^A		$ 17.60

Class C: Net Asset Value and offering price per share ($44,167,028 ÷ 2,521,223 shares)^A		$ 17.52

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,133,411,259 ÷ 59,152,380 shares)		$ 19.16

Institutional Class: Net Asset Value, offering price and redemption price per share ($53,133,914 ÷ 2,767,687 shares)		$ 19.20

^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 January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 4,133,046
Interest		123
Income from Fidelity Central Funds (including $1,164,212 from security lending)		1,192,382
Total income		5,325,551

Expenses
Management fee Basic fee	$ 6,481,708
Performance adjustment	(514,084)
Transfer agent fees	1,400,413
Distribution and service plan fees	407,607
Accounting and security lending fees	293,343
Custodian fees and expenses	44,018
Independent trustees' compensation	4,311
Registration fees	93,381
Audit	32,714
Legal	5,060
Miscellaneous	6,913
Total expenses before reductions	8,255,384
Expense reductions	(34,662)	8,220,722
Net investment income (loss)		(2,895,171)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	182,502,723
Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $4,613,051)	304,585,595
Other affiliated issuers	(710,195)
Foreign currency transactions	(9,191)
Futures contracts	(168,582)
Total net realized gain (loss)		486,200,350
Change in net unrealized appreciation (depreciation) on: Investment securities	(245,963,064)
Assets and liabilities in foreign currencies	882
Futures contracts	(1,176,718)
Total change in net unrealized appreciation (depreciation)		(247,138,900)
Net gain (loss)		239,061,450
Net increase (decrease) in net assets resulting from operations		$ 236,166,279

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,895,171)	$ 2,185,197
Net realized gain (loss)	486,200,350	327,291,382
Change in net unrealized appreciation (depreciation)	(247,138,900)	244,679,550
Net increase (decrease) in net assets resulting from operations	236,166,279	574,156,129
Distributions to shareholders from net realized gain	(306,245,236)	(122,560,447)
Share transactions - net increase (decrease)	(801,932,097)	(58,479,174)
Redemption fees	141,723	117,383
Total increase (decrease) in net assets	(871,869,331)	393,233,891

Net Assets
Beginning of period	2,240,406,095	1,847,172,204
End of period (including accumulated net investment loss of $2,895,171 and accumulated net investment loss of $0, respectively)	$ 1,368,536,764	$ 2,240,406,095

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79	$ 13.20
Income from Investment Operations
Net investment income (loss)^E	(.06)	(.04)	(.07)^H	(.07)^I	(.07)^J	(.06)
Net realized and unrealized gain (loss)	2.35	4.87	(.16)	3.84	1.94	(2.35)
Total from investment operations	2.29	4.83	(.23)	3.77	1.87	(2.41)
Distributions from net realized gain	(3.24)	(1.04)	(.32)	(.01)^K	-	-
Redemption fees added to paid in capital ^E,M	-	-	-	-	-	-
Net asset value, end of period	$ 18.71	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79
Total Return^B,C,D	12.93%	32.20%	(1.14)%	29.78%	17.33%	(18.26)%
Ratios to Average Net Assets^F,L
Expenses before reductions	1.21%^A	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of fee waivers, if any	1.21%^A	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of all reductions	1.21%^A	1.22%	1.34%	1.23%	1.34%	1.33%
Net investment income (loss)	(.64)%^A	(.26)%	(.49)%^H	(.47)%^I	(.56)%^J	(.64)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 90,126	$ 74,978	$ 59,684	$ 67,272	$ 50,620	$ 40,211
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the sales charges. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (.57)%. ^IInvestment 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 (.61)%. ^JInvestment 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 (.67)%. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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. ^MAmount 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 January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74	$ 13.17
Income from Investment Operations
Net investment income (loss)^E	(.08)	(.09)	(.11)^H	(.11)^I	(.10)^J	(.09)
Net realized and unrealized gain (loss)	2.31	4.82	(.16)	3.81	1.93	(2.34)
Total from investment operations	2.23	4.73	(.27)	3.70	1.83	(2.43)
Distributions from net realized gain	(3.22)	(1.03)	(.32)	-	-	-
Redemption fees added to paid in capital^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 18.39	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74
Total Return^B,C,D	12.78%	31.87%	(1.41)%	29.44%	17.04%	(18.45)%
Ratios to Average Net Assets^F,K
Expenses before reductions	1.48%^A	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of fee waivers, if any	1.48%^A	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of all reductions	1.48%^A	1.48%	1.60%	1.49%	1.60%	1.59%
Net investment income (loss)	(.90)%^A	(.52)%	(.74)%^H	(.73)%^I	(.82)%^J	(.91)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,278	$ 34,686	$ 27,658	$ 30,764	$ 23,930	$ 21,533
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the sales charges. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (.83)%. ^IInvestment 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 (.86)%. ^JInvestment 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 (.93)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57	$ 13.03
Income from Investment Operations
Net investment income (loss)^E	(.13)	(.16)	(.18)^H	(.18)^I	(.16)^J	(.13)
Net realized and unrealized gain (loss)	2.22	4.64	(.17)	3.74	1.89	(2.33)
Total from investment operations	2.09	4.48	(.35)	3.56	1.73	(2.46)
Distributions from net realized gain	(3.14)	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 17.60	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57
Total Return^B,C,D	12.46%	31.25%	(1.96)%	28.94%	16.37%	(18.88)%
Ratios to Average Net Assets^F,K
Expenses before reductions	2.00%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.99%^A	1.97%	2.09%	1.98%	2.09%	2.08%
Net investment income (loss)	(1.42)%^A	(1.01)%	(1.23)%^H	(1.22)%^I	(1.32)%^J	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,420	$ 3,486	$ 4,123	$ 5,295	$ 5,142	$ 4,171
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the contingent deferred sales charge. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (1.32)%. ^IInvestment 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 (1.36)%. ^JInvestment 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 (1.42)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55	$ 13.00
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.16)	(.18)^H	(.18)^I	(.16)^J	(.13)
Net realized and unrealized gain (loss)	2.20	4.64	(.17)	3.73	1.89	(2.32)
Total from investment operations	2.08	4.48	(.35)	3.55	1.73	(2.45)
Distributions from net realized gain	(3.18)	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 17.52	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55
Total Return^B,C,D	12.44%	31.32%	(1.96)%	28.91%	16.40%	(18.85)%
Ratios to Average Net Assets^F,K
Expenses before reductions	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.99%^A	1.97%	2.09%	1.98%	2.09%	2.07%
Net investment income (loss)	(1.41)%^A	(1.01)%	(1.24)%^H	(1.22)%^I	(1.32)%^J	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,167	$ 32,756	$ 24,683	$ 24,914	$ 18,091	$ 14,267
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the contingent deferred sales charge. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (1.32)%. ^IInvestment 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 (1.36)%. ^JInvestment 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 (1.42)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Small Cap Growth

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89	$ 13.29
Income from Investment Operations
Net investment income (loss)^D	(.03)	.01	(.03)^G	(.03)^H	(.04)^I	(.04)
Net realized and unrealized gain (loss)	2.39	4.98	(.16)	3.90	1.96	(2.36)
Total from investment operations	2.36	4.99	(.19)	3.87	1.92	(2.40)
Distributions from net realized gain	(3.27)	(1.06)	(.32)	(.03)^J	-	-
Redemption fees added to paid in capital^D,L	-	-	-	-	-	-
Net asset value, end of period	$ 19.16	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89
Total Return^B,C	13.06%	32.74%	(.88)%	30.20%	17.63%	(18.06)%
Ratios to Average Net Assets^E,K
Expenses before reductions	.88%^A	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of fee waivers, if any	.88%^A	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of all reductions	.88%^A	.88%	1.02%	.93%	1.07%	1.08%
Net investment income (loss)	(.30)%^A	.08%	(.16)%^G	(.17)%^H	(.29)%^I	(.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,133,411	$ 1,315,659	$ 1,166,101	$ 1,382,688	$ 1,204,818	$ 1,085,184
Portfolio turnover rate^F	139%^A	142%	150%	106%	105%	150%
^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 (.25)%. ^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 (.31)%. ^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 (.39)%. ^JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^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. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^L Amount represents less than $.01 per share.

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91	$ 13.30
Income from Investment Operations
Net investment income (loss)^D	(.03)	.01	(.03)^G	(.03)^H	(.03)^I	(.03)
Net realized and unrealized gain (loss)	2.40	4.98	(.16)	3.91	1.95	(2.36)
Total from investment operations	2.37	4.99	(.19)	3.88	1.92	(2.39)
Distributions from net realized gain	(3.27)	(1.06)	(.32)	(.03)^J	-	-
Redemption fees added to paid in capital^D,L	-	-	-	-	-	-
Net asset value, end of period	$ 19.20	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91
Total Return^B,C	13.07%	32.65%	(.88)%	30.24%	17.60%	(17.97)%
Ratios to Average Net Assets^E,K
Expenses before reductions	.91%^A	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of fee waivers, if any	.90%^A	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of all reductions	.90%^A	.91%	1.05%	.93%	1.02%	1.04%
Net investment income (loss)	(.33)%^A	.06%	(.19)%^G	(.17)%^H	(.24)%^I	(.36)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 53,134	$ 51,158	$ 36,694	$ 41,440	$ 25,650	$ 19,204
Portfolio turnover rate^F	139%^A	142%	150%	106%	105%	150%
^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 (.28)%. ^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 (.30)%. ^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 (.34)%. ^JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^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. 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 January 31, 2014 is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 202,306,877
Gross unrealized depreciation	(25,883,966)
Net unrealized appreciation (depreciation) on securities and other investments	$ 176,422,911

Tax cost	$ 1,276,166,916

4. Derivative Instruments.

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Futures Contracts - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $1,227,621,226 and $2,381,148,711, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 102,092	$ 1,084
Class T	.25%	.25%	98,434	-
Class B	.75%	.25%	17,177	13,008
Class C	.75%	.25%	189,904	36,327
			$ 407,607	$ 50,419

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

	Retained by FDC
Class A	$ 28,161
Class T	7,186
Class B*	912
Class C*	1,709
	$ 37,968

* 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

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 109,315	.27
Class T	55,704	.28
Class B	5,169	.30
Class C	55,796	.29
Small Cap Growth	1,121,090	.19
Institutional Class	53,339	.21
	$ 1,400,413

* Annualized

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,719 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $64,630. 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 $54,508 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $16,263 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $77.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $18,322.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014 ^A	Year ended July 31, 2013
From net realized gain
Class A	$ 13,042,391	$ 3,855,020
Class T	6,313,273	1,778,904
Class B	574,582	260,524
Class C	6,246,391	1,656,727
Small Cap Growth	191,545,684	74,940,038
Class F	80,609,253	37,680,389
Institutional Class	7,913,662	2,388,845
Total	$ 306,245,236	$ 122,560,447

^A All Class F shares were redeemed on November 15, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class A
Shares sold	915,409	969,311	$ 17,219,782	$ 16,711,827
Reinvestment of distributions	685,539	231,282	12,376,648	3,646,231
Shares redeemed	(596,163)	(1,149,326)	(11,225,866)	(19,219,034)
Net increase (decrease)	1,004,785	51,267	$ 18,370,564	$ 1,139,024
Class T
Shares sold	453,744	457,321	$ 8,406,937	$ 7,743,595
Reinvestment of distributions	341,220	106,640	6,064,353	1,660,117
Shares redeemed	(176,417)	(538,707)	(3,251,764)	(8,802,237)
Net increase (decrease)	618,547	25,254	$ 11,219,526	$ 601,475
Class B
Shares sold	9,049	6,696	$ 160,917	$ 106,485
Reinvestment of distributions	32,147	16,337	548,598	246,159
Shares redeemed	(33,755)	(107,598)	(601,767)	(1,730,845)
Net increase (decrease)	7,441	(84,565)	$ 107,748	$ (1,378,201)

Semiannual Report

11. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class C
Shares sold	598,254	456,788	$ 10,606,736	$ 7,531,447
Reinvestment of distributions	347,765	103,215	5,907,550	1,550,542
Shares redeemed	(184,346)	(428,305)	(3,247,932)	(6,821,754)
Net increase (decrease)	761,673	131,698	$ 13,266,354	$ 2,260,235
Small Cap Growth
Shares sold	21,096,897	10,379,088	$ 406,171,276	$ 182,249,151
Reinvestment of distributions	10,184,956	4,595,875	187,557,177	73,721,316
Shares redeemed	(37,691,940)^B	(21,652,202)	(731,980,705)^B	(371,997,767)
Net increase (decrease)	(6,410,087)	(6,677,239)	$ (138,252,252)	$ (116,027,300)
Class F
Shares sold	768,083	7,670,010	$ 15,295,624	$ 131,231,307
Reinvestment of distributions	4,357,257	2,336,095	80,609,253	37,680,389
Shares redeemed	(41,060,113)^B	(6,554,937)	(806,457,595)^B	(118,928,973)
Net increase (decrease)	(35,934,773)	3,451,168	$ (710,552,718)	$ 49,982,723
Institutional Class
Shares sold	389,837	727,207	$ 7,518,244	$ 12,757,998
Reinvestment of distributions	381,830	128,780	7,062,159	2,069,290
Shares redeemed	(549,183)	(580,321)	(10,671,722)	(9,884,418)
Net increase (decrease)	222,484	275,666	$ 3,908,681	$ 4,942,870

^A All Class F shares were redeemed on November 15, 2013.

^B Amount includes in-kind redemptions (see Note 6: Redemptions In-Kind).

12. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCPI-USAN-0314
1.803724.110

Fidelity®

Small Cap Growth

Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

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 fund's 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

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.21%
Actual		$ 1,000.00	$ 1,129.30	$ 6.49
Hypothetical^A		$ 1,000.00	$ 1,019.11	$ 6.16
Class T	1.48%
Actual		$ 1,000.00	$ 1,127.80	$ 7.94
Hypothetical^A		$ 1,000.00	$ 1,017.74	$ 7.53
Class B	1.99%
Actual		$ 1,000.00	$ 1,124.60	$ 10.66
Hypothetical^A		$ 1,000.00	$ 1,015.17	$ 10.11
Class C	1.99%
Actual		$ 1,000.00	$ 1,124.40	$ 10.66
Hypothetical^A		$ 1,000.00	$ 1,015.17	$ 10.11
Small Cap Growth	.88%
Actual		$ 1,000.00	$ 1,130.60	$ 4.73
Hypothetical^A		$ 1,000.00	$ 1,020.77	$ 4.48
Institutional Class	.90%
Actual		$ 1,000.00	$ 1,130.70	$ 4.83
Hypothetical^A		$ 1,000.00	$ 1,020.67	$ 4.58

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Stamps.com, Inc.	1.6	1.0
athenahealth, Inc.	1.4	1.2
iRobot Corp.	1.4	0.0
EnerSys	1.3	1.1
Tenneco, Inc.	1.2	0.5
KAR Auction Services, Inc.	1.2	1.3
Demandware, Inc.	1.1	0.7
Brunswick Corp.	1.1	1.0
Huron Consulting Group, Inc.	1.1	0.0
Spirit Airlines, Inc.	1.1	0.7
	12.5
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	23.9	25.8
Health Care	20.2	20.9
Industrials	15.9	17.0
Consumer Discretionary	13.5	16.0
Financials	8.4	8.4

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks and Equity Futures 97.4%			Stocks 97.9%
	Short-Term Investments and Net Other Assets (Liabilities) 2.6%			Short-Term Investments and Net Other Assets (Liabilities) 2.1%
* Foreign investments		5.0%	** Foreign investments		4.0%

ght1991498

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.5%
	Shares		Value
CONSUMER DISCRETIONARY - 13.5%
Auto Components - 1.8%
Standard Motor Products, Inc.	255,717		$ 8,364,503
Tenneco, Inc. (a)	289,300		16,443,812
			24,808,315
Diversified Consumer Services - 1.8%
Matthews International Corp. Class A	250,000		10,630,000
Service Corp. International	753,300		13,333,410
			23,963,410
Hotels, Restaurants & Leisure - 2.2%
Fiesta Restaurant Group, Inc. (a)	175,000		7,519,750
Papa John's International, Inc.	239,600		11,531,948
Popeyes Louisiana Kitchen, Inc. (a)	288,531		11,613,373
			30,665,071
Household Durables - 1.8%
iRobot Corp. (a)(d)	540,000		19,083,600
Universal Electronics, Inc. (a)	167,114		5,972,654
			25,056,254
Internet & Catalog Retail - 1.0%
HomeAway, Inc. (a)	320,000		13,075,200
Leisure Equipment & Products - 1.1%
Brunswick Corp.	372,600		15,447,996
Media - 0.3%
Cinemark Holdings, Inc.	147,100		4,311,501
Specialty Retail - 0.6%
Murphy U.S.A., Inc.	207,200		8,026,928
Textiles, Apparel & Luxury Goods - 2.9%
Deckers Outdoor Corp. (a)(d)	111,400		8,683,630
G-III Apparel Group Ltd. (a)	195,300		13,665,141
Steven Madden Ltd. (a)	273,000		8,897,070
Wolverine World Wide, Inc.	278,800		7,778,520
			39,024,361
TOTAL CONSUMER DISCRETIONARY			184,379,036
CONSUMER STAPLES - 1.6%
Food Products - 1.2%
Annie's, Inc. (a)(d)	183,900		7,378,068
WhiteWave Foods Co. (a)	386,500		9,357,165
			16,735,233
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 0.4%
Inter Parfums, Inc.	152,985		$ 4,978,132
TOTAL CONSUMER STAPLES			21,713,365
ENERGY - 4.4%
Energy Equipment & Services - 2.1%
Dril-Quip, Inc. (a)	74,900		7,531,944
RigNet, Inc. (a)	149,197		6,960,040
Western Energy Services Corp.	575,500		4,009,769
Xtreme Drilling & Coil Services Corp. (a)	3,166,700		10,520,126
			29,021,879
Oil, Gas & Consumable Fuels - 2.3%
Golar LNG Ltd. (NASDAQ)	200,000		7,102,000
MPLX LP	195,857		9,011,381
Phillips 66 Partners LP	203,100		7,602,033
Solazyme, Inc. (a)	196,039		2,542,626
Whitecap Resources, Inc. (d)	419,200		4,445,120
			30,703,160
TOTAL ENERGY			59,725,039
FINANCIALS - 8.4%
Capital Markets - 1.5%
FXCM, Inc. Class A	630,000		10,798,200
Virtus Investment Partners, Inc. (a)	52,183		9,510,874
			20,309,074
Commercial Banks - 3.3%
Banner Bank	140,284		5,166,660
City National Corp.	144,700		10,469,045
East West Bancorp, Inc.	174,694		5,845,261
Lakeland Financial Corp.	200,000		7,326,000
Pacific Premier Bancorp, Inc. (a)	648,586		10,293,060
TCF Financial Corp.	393,200		6,330,520
			45,430,546
Insurance - 2.7%
Allied World Assurance Co. Holdings Ltd.	110,000		11,321,200
Amerisafe, Inc.	213,400		8,828,358
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Primerica, Inc.	236,000		$ 9,942,680
StanCorp Financial Group, Inc.	112,800		7,247,400
			37,339,638
Real Estate Management & Development - 0.6%
Altisource Residential Corp. Class B	287,200		8,616,000
Thrifts & Mortgage Finance - 0.3%
Meridian Interstate Bancorp, Inc. (a)	162,989		3,836,761
TOTAL FINANCIALS			115,532,019
HEALTH CARE - 20.2%
Biotechnology - 8.1%
Alkermes PLC (a)	75,900		3,694,812
Array BioPharma, Inc. (a)	484,600		2,330,926
BioCryst Pharmaceuticals, Inc. (a)	300,000		3,060,000
Celldex Therapeutics, Inc. (a)	293,300		7,561,274
Chimerix, Inc.	147,800		2,874,710
Cubist Pharmaceuticals, Inc. (a)	96,262		7,035,790
Dyax Corp. (a)	400,000		3,368,000
Dynavax Technologies Corp. (a)	900,000		1,566,000
Hyperion Therapeutics, Inc. (a)	121,500		3,411,720
Insmed, Inc. (a)	223,400		4,561,828
Intercept Pharmaceuticals, Inc. (a)	28,300		8,514,904
Isis Pharmaceuticals, Inc. (a)	224,457		11,460,774
Ligand Pharmaceuticals, Inc. Class B (a)	100,000		6,194,000
Medivation, Inc. (a)	62,800		4,998,880
Novavax, Inc. (a)	1,118,200		6,083,008
Repligen Corp. (a)	770,000		11,919,600
Stemline Therapeutics, Inc.	104,500		2,628,175
Sunesis Pharmaceuticals, Inc. (a)(d)	390,600		1,710,828
Synageva BioPharma Corp. (a)(d)	82,200		7,445,676
Theravance, Inc. (a)(d)	51,500		1,896,230
Threshold Pharmaceuticals, Inc. (a)	369,900		1,805,112
XOMA Corp. (a)(d)	800,400		6,219,108
			110,341,355
Health Care Equipment & Supplies - 4.4%
Atricure, Inc. (a)	240,000		4,920,000
Cerus Corp. (a)	432,700		2,669,759
DexCom, Inc. (a)	329,907		13,348,037
ICU Medical, Inc. (a)	82,600		5,328,526
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Quidel Corp. (a)	350,000		$ 10,346,000
Steris Corp.	281,400		12,913,446
The Spectranetics Corp. (a)	404,500		10,525,090
			60,050,858
Health Care Providers & Services - 3.1%
Accretive Health, Inc. (a)	1,137,226		10,473,851
BioScrip, Inc. (a)	1,249,960		10,637,160
MEDNAX, Inc. (a)	106,400		5,920,096
Molina Healthcare, Inc. (a)	229,300		8,254,800
MWI Veterinary Supply, Inc. (a)	40,400		7,524,904
			42,810,811
Health Care Technology - 2.1%
athenahealth, Inc. (a)(d)	131,700		19,412,580
Medidata Solutions, Inc. (a)	156,096		9,849,658
			29,262,238
Life Sciences Tools & Services - 1.6%
Bruker BioSciences Corp. (a)	393,700		8,011,795
Fluidigm Corp. (a)	290,000		13,084,800
			21,096,595
Pharmaceuticals - 0.9%
Biodelivery Sciences International, Inc. (a)(d)	543,884		4,269,489
Ocera Therapeutics, Inc. (a)(d)	181,146		2,545,101
The Medicines Company (a)	173,100		6,016,956
			12,831,546
TOTAL HEALTH CARE			276,393,403
INDUSTRIALS - 15.9%
Aerospace & Defense - 1.7%
AAR Corp.	471,200		12,557,480
Astronics Corp. (a)	8,709		527,548
Teledyne Technologies, Inc. (a)	117,700		10,813,099
			23,898,127
Airlines - 1.1%
Spirit Airlines, Inc. (a)	324,500		15,219,050
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Building Products - 1.1%
A.O. Smith Corp.	136,088		$ 6,426,075
Lennox International, Inc.	99,500		8,612,720
			15,038,795
Commercial Services & Supplies - 1.2%
KAR Auction Services, Inc.	581,900		16,188,458
Electrical Equipment - 2.2%
EnerSys	256,700		17,471,002
Generac Holdings, Inc.	233,200		11,223,916
Preformed Line Products Co.	19,112		1,289,678
			29,984,596
Machinery - 4.8%
ITT Corp.	178,000		7,289,100
Luxfer Holdings PLC sponsored ADR	493,066		10,324,802
Manitowoc Co., Inc.	470,000		13,371,500
Mueller Industries, Inc.	43,209		2,689,328
Oshkosh Truck Corp.	220,100		11,916,214
Proto Labs, Inc. (a)(d)	135,000		10,713,600
Standex International Corp.	170,338		9,688,825
			65,993,369
Marine - 0.2%
Malibu Boats, Inc. Class A (a)	150,000		2,662,500
Professional Services - 2.3%
CBIZ, Inc. (a)	800,000		6,880,000
Huron Consulting Group, Inc. (a)	231,700		15,347,808
WageWorks, Inc. (a)	146,953		9,139,007
			31,366,815
Trading Companies & Distributors - 1.3%
Watsco, Inc.	99,100		9,376,842
WESCO International, Inc. (a)	98,300		8,154,968
			17,531,810
TOTAL INDUSTRIALS			217,883,520
INFORMATION TECHNOLOGY - 23.9%
Communications Equipment - 0.4%
Plantronics, Inc.	121,400		5,211,702
Computers & Peripherals - 1.0%
Electronics for Imaging, Inc. (a)	342,000		14,490,540
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 2.8%
FLIR Systems, Inc.	363,400		$ 11,527,048
InvenSense, Inc. (a)(d)	534,000		10,514,460
MTS Systems Corp.	183,895		12,933,335
Neonode, Inc. (a)(d)	658,022		3,744,145
			38,718,988
Internet Software & Services - 6.2%
Cornerstone OnDemand, Inc. (a)	238,000		13,577,900
Cvent, Inc.	54,200		2,070,982
Demandware, Inc. (a)	244,984		15,600,581
E2open, Inc. (a)(d)	557,094		13,342,401
Move, Inc. (a)	636,108		8,994,567
NIC, Inc.	383,202		8,330,811
Stamps.com, Inc. (a)	569,600		22,476,418
			84,393,660
IT Services - 5.4%
Cardtronics, Inc. (a)	217,468		8,376,867
EPAM Systems, Inc. (a)	333,100		13,623,790
Euronet Worldwide, Inc. (a)	247,605		10,612,350
EVERTEC, Inc.	389,400		9,396,222
Global Payments, Inc.	135,500		8,955,195
Maximus, Inc.	200,000		8,474,000
Sapient Corp. (a)	867,200		13,901,216
			73,339,640
Semiconductors & Semiconductor Equipment - 1.6%
Monolithic Power Systems, Inc. (a)	289,900		9,476,831
PDF Solutions, Inc. (a)	531,656		12,600,247
			22,077,078
Software - 6.5%
Aspen Technology, Inc. (a)	313,100		14,267,967
CommVault Systems, Inc. (a)	200,000		13,814,000
Comverse, Inc. (a)	230,000		8,289,200
Destiny Media Technologies, Inc. (a)(d)	701,069		1,156,764
Evolving Systems, Inc.	200,000		1,952,000
Interactive Intelligence Group, Inc. (a)	173,500		13,175,590
Manhattan Associates, Inc. (a)	175,338		5,912,397
MICROS Systems, Inc. (a)	200,000		11,106,000
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
SeaChange International, Inc. (a)	700,000		$ 8,372,000
SS&C Technologies Holdings, Inc. (a)	273,600		10,621,152
			88,667,070
TOTAL INFORMATION TECHNOLOGY			326,898,678
MATERIALS - 4.8%
Chemicals - 2.6%
Axiall Corp.	202,516		8,080,388
Cabot Corp.	187,146		9,108,396
Chemtura Corp. (a)	401,847		10,078,323
Cytec Industries, Inc.	88,200		7,935,354
			35,202,461
Construction Materials - 0.6%
Eagle Materials, Inc.	106,000		8,347,500
Containers & Packaging - 0.9%
Graphic Packaging Holding Co. (a)	1,293,700		12,290,150
Paper & Forest Products - 0.7%
P.H. Glatfelter Co.	300,700		9,318,693
TOTAL MATERIALS			65,158,804
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
inContact, Inc. (a)	1,300,000		11,414,000
TOTAL COMMON STOCKS (Cost $1,099,891,524)		1,279,097,864

U.S. Treasury Obligations - 0.3%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.05% 2/27/14 to 4/10/14 (e) (Cost $4,309,835)	$ 4,310,000	4,309,875

Money Market Funds - 12.3%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (b)	105,642,671		$ 105,642,671
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	63,539,417		63,539,417
TOTAL MONEY MARKET FUNDS (Cost $169,182,088)		169,182,088
TOTAL INVESTMENT PORTFOLIO - 106.1% (Cost $1,273,383,447)		1,452,589,827
NET OTHER ASSETS (LIABILITIES) - (6.1)%		(84,053,063)
NET ASSETS - 100%		$ 1,368,536,764

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
475 ICE Russell 2000 Index Contracts (United States)	March 2014	$ 53,594,250	$ (1,176,718)

The face value of futures purchased as a percentage of net assets is 3.9%

Legend

(a) Non-income producing

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,034,925.

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	$ 28,170
Fidelity Securities Lending Cash Central Fund	1,164,212
Total	$ 1,192,382

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parametric Sound Corp.	$ 11,382,447	$ -	$ 9,334,036*	$ -	$ -
Xtreme Drilling & Coil Services Corp.	14,769,740	7,453,947	10,516,137*	-	-
Zedi, Inc.	4,053,675	-	4,333,432	-	-
Total	$ 30,205,862	$ 7,453,947	$ 24,183,605	$ -	$ -

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

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 184,379,036	$ 184,379,036	$ -	$ -
Consumer Staples	21,713,365	21,713,365	-	-
Energy	59,725,039	59,725,039	-	-
Financials	115,532,019	115,532,019	-	-
Health Care	276,393,403	276,393,403	-	-
Industrials	217,883,520	217,883,520	-	-
Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Information Technology	$ 326,898,678	$ 326,898,678	$ -	$ -
Materials	65,158,804	65,158,804	-	-
Telecommunication Services	11,414,000	11,414,000	-	-
U.S. Government and Government Agency Obligations	4,309,875	-	4,309,875	-
Money Market Funds	169,182,088	169,182,088	-	-
Total Investments in Securities:	$ 1,452,589,827	$ 1,448,279,952	$ 4,309,875	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (1,176,718)	$ (1,176,718)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (1,176,718)
Total Value of Derivatives	$ -	$ (1,176,718)

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $61,993,230) - See accompanying schedule: Unaffiliated issuers (cost $1,104,201,359)	$ 1,283,407,739
Fidelity Central Funds (cost $169,182,088)	169,182,088
Total Investments (cost $1,273,383,447)		$ 1,452,589,827
Receivable for investments sold		17,732,612
Receivable for fund shares sold		11,316,031
Dividends receivable		434,545
Distributions receivable from Fidelity Central Funds		128,570
Prepaid expenses		4,724
Other receivables		23,982
Total assets		1,482,230,291

Liabilities
Payable for investments purchased	$ 47,796,928
Payable for fund shares redeemed	1,197,186
Accrued management fee	762,973
Distribution and service plan fees payable	76,202
Payable for daily variation margin for derivative instruments	42,750
Other affiliated payables	227,185
Other payables and accrued expenses	50,886
Collateral on securities loaned, at value	63,539,417
Total liabilities		113,693,527

Net Assets		$ 1,368,536,764
Net Assets consist of:
Paid in capital		$ 766,277,350
Accumulated net investment loss		(2,895,171)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		427,128,434
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		178,026,151
Net Assets		$ 1,368,536,764

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($90,126,325 ÷ 4,817,677 shares)		$ 18.71

Maximum offering price per share (100/94.25 of $18.71)		$ 19.85
Class T: Net Asset Value and redemption price per share ($44,278,272 ÷ 2,408,019 shares)		$ 18.39

Maximum offering price per share (100/96.50 of $18.39)		$ 19.06
Class B: Net Asset Value and offering price per share ($3,419,966 ÷ 194,304 shares)^A		$ 17.60

Class C: Net Asset Value and offering price per share ($44,167,028 ÷ 2,521,223 shares)^A		$ 17.52

Small Cap Growth: Net Asset Value, offering price and redemption price per share ($1,133,411,259 ÷ 59,152,380 shares)		$ 19.16

Institutional Class: Net Asset Value, offering price and redemption price per share ($53,133,914 ÷ 2,767,687 shares)		$ 19.20

^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 January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 4,133,046
Interest		123
Income from Fidelity Central Funds (including $1,164,212 from security lending)		1,192,382
Total income		5,325,551

Expenses
Management fee Basic fee	$ 6,481,708
Performance adjustment	(514,084)
Transfer agent fees	1,400,413
Distribution and service plan fees	407,607
Accounting and security lending fees	293,343
Custodian fees and expenses	44,018
Independent trustees' compensation	4,311
Registration fees	93,381
Audit	32,714
Legal	5,060
Miscellaneous	6,913
Total expenses before reductions	8,255,384
Expense reductions	(34,662)	8,220,722
Net investment income (loss)		(2,895,171)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	182,502,723
Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $4,613,051)	304,585,595
Other affiliated issuers	(710,195)
Foreign currency transactions	(9,191)
Futures contracts	(168,582)
Total net realized gain (loss)		486,200,350
Change in net unrealized appreciation (depreciation) on: Investment securities	(245,963,064)
Assets and liabilities in foreign currencies	882
Futures contracts	(1,176,718)
Total change in net unrealized appreciation (depreciation)		(247,138,900)
Net gain (loss)		239,061,450
Net increase (decrease) in net assets resulting from operations		$ 236,166,279

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,895,171)	$ 2,185,197
Net realized gain (loss)	486,200,350	327,291,382
Change in net unrealized appreciation (depreciation)	(247,138,900)	244,679,550
Net increase (decrease) in net assets resulting from operations	236,166,279	574,156,129
Distributions to shareholders from net realized gain	(306,245,236)	(122,560,447)
Share transactions - net increase (decrease)	(801,932,097)	(58,479,174)
Redemption fees	141,723	117,383
Total increase (decrease) in net assets	(871,869,331)	393,233,891

Net Assets
Beginning of period	2,240,406,095	1,847,172,204
End of period (including accumulated net investment loss of $2,895,171 and accumulated net investment loss of $0, respectively)	$ 1,368,536,764	$ 2,240,406,095

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79	$ 13.20
Income from Investment Operations
Net investment income (loss)^E	(.06)	(.04)	(.07)^H	(.07)^I	(.07)^J	(.06)
Net realized and unrealized gain (loss)	2.35	4.87	(.16)	3.84	1.94	(2.35)
Total from investment operations	2.29	4.83	(.23)	3.77	1.87	(2.41)
Distributions from net realized gain	(3.24)	(1.04)	(.32)	(.01)^K	-	-
Redemption fees added to paid in capital ^E,M	-	-	-	-	-	-
Net asset value, end of period	$ 18.71	$ 19.66	$ 15.87	$ 16.42	$ 12.66	$ 10.79
Total Return^B,C,D	12.93%	32.20%	(1.14)%	29.78%	17.33%	(18.26)%
Ratios to Average Net Assets^F,L
Expenses before reductions	1.21%^A	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of fee waivers, if any	1.21%^A	1.24%	1.35%	1.25%	1.35%	1.33%
Expenses net of all reductions	1.21%^A	1.22%	1.34%	1.23%	1.34%	1.33%
Net investment income (loss)	(.64)%^A	(.26)%	(.49)%^H	(.47)%^I	(.56)%^J	(.64)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 90,126	$ 74,978	$ 59,684	$ 67,272	$ 50,620	$ 40,211
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the sales charges. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (.57)%. ^IInvestment 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 (.61)%. ^JInvestment 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 (.67)%. ^KThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^LExpense 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. ^MAmount 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 January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74	$ 13.17
Income from Investment Operations
Net investment income (loss)^E	(.08)	(.09)	(.11)^H	(.11)^I	(.10)^J	(.09)
Net realized and unrealized gain (loss)	2.31	4.82	(.16)	3.81	1.93	(2.34)
Total from investment operations	2.23	4.73	(.27)	3.70	1.83	(2.43)
Distributions from net realized gain	(3.22)	(1.03)	(.32)	-	-	-
Redemption fees added to paid in capital^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 18.39	$ 19.38	$ 15.68	$ 16.27	$ 12.57	$ 10.74
Total Return^B,C,D	12.78%	31.87%	(1.41)%	29.44%	17.04%	(18.45)%
Ratios to Average Net Assets^F,K
Expenses before reductions	1.48%^A	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of fee waivers, if any	1.48%^A	1.49%	1.61%	1.50%	1.61%	1.60%
Expenses net of all reductions	1.48%^A	1.48%	1.60%	1.49%	1.60%	1.59%
Net investment income (loss)	(.90)%^A	(.52)%	(.74)%^H	(.73)%^I	(.82)%^J	(.91)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,278	$ 34,686	$ 27,658	$ 30,764	$ 23,930	$ 21,533
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the sales charges. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (.83)%. ^IInvestment 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 (.86)%. ^JInvestment 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 (.93)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57	$ 13.03
Income from Investment Operations
Net investment income (loss)^E	(.13)	(.16)	(.18)^H	(.18)^I	(.16)^J	(.13)
Net realized and unrealized gain (loss)	2.22	4.64	(.17)	3.74	1.89	(2.33)
Total from investment operations	2.09	4.48	(.35)	3.56	1.73	(2.46)
Distributions from net realized gain	(3.14)	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 17.60	$ 18.65	$ 15.19	$ 15.86	$ 12.30	$ 10.57
Total Return^B,C,D	12.46%	31.25%	(1.96)%	28.94%	16.37%	(18.88)%
Ratios to Average Net Assets^F,K
Expenses before reductions	2.00%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.99%^A	1.97%	2.09%	1.98%	2.09%	2.08%
Net investment income (loss)	(1.42)%^A	(1.01)%	(1.23)%^H	(1.22)%^I	(1.32)%^J	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,420	$ 3,486	$ 4,123	$ 5,295	$ 5,142	$ 4,171
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the contingent deferred sales charge. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (1.32)%. ^IInvestment 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 (1.36)%. ^JInvestment 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 (1.42)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55	$ 13.00
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.16)	(.18)^H	(.18)^I	(.16)^J	(.13)
Net realized and unrealized gain (loss)	2.20	4.64	(.17)	3.73	1.89	(2.32)
Total from investment operations	2.08	4.48	(.35)	3.55	1.73	(2.45)
Distributions from net realized gain	(3.18)	(1.02)	(.32)	-	-	-
Redemption fees added to paid in capital ^E,L	-	-	-	-	-	-
Net asset value, end of period	$ 17.52	$ 18.62	$ 15.16	$ 15.83	$ 12.28	$ 10.55
Total Return^B,C,D	12.44%	31.32%	(1.96)%	28.91%	16.40%	(18.85)%
Ratios to Average Net Assets^F,K
Expenses before reductions	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of fee waivers, if any	1.99%^A	1.99%	2.10%	2.00%	2.11%	2.08%
Expenses net of all reductions	1.99%^A	1.97%	2.09%	1.98%	2.09%	2.07%
Net investment income (loss)	(1.41)%^A	(1.01)%	(1.24)%^H	(1.22)%^I	(1.32)%^J	(1.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,167	$ 32,756	$ 24,683	$ 24,914	$ 18,091	$ 14,267
Portfolio turnover rate^G	139%^A	142%	150%	106%	105%	150%
^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. ^DTotal returns do not include the effect of the contingent deferred sales charge. ^ECalculated based on average shares outstanding during the period. ^FFees 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. ^GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^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 (1.32)%. ^IInvestment 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 (1.36)%. ^JInvestment 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 (1.42)%. ^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. 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.

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

Semiannual Report

Financial Highlights - Small Cap Growth

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89	$ 13.29
Income from Investment Operations
Net investment income (loss)^D	(.03)	.01	(.03)^G	(.03)^H	(.04)^I	(.04)
Net realized and unrealized gain (loss)	2.39	4.98	(.16)	3.90	1.96	(2.36)
Total from investment operations	2.36	4.99	(.19)	3.87	1.92	(2.40)
Distributions from net realized gain	(3.27)	(1.06)	(.32)	(.03)^J	-	-
Redemption fees added to paid in capital^D,L	-	-	-	-	-	-
Net asset value, end of period	$ 19.16	$ 20.07	$ 16.14	$ 16.65	$ 12.81	$ 10.89
Total Return^B,C	13.06%	32.74%	(.88)%	30.20%	17.63%	(18.06)%
Ratios to Average Net Assets^E,K
Expenses before reductions	.88%^A	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of fee waivers, if any	.88%^A	.90%	1.03%	.95%	1.08%	1.08%
Expenses net of all reductions	.88%^A	.88%	1.02%	.93%	1.07%	1.08%
Net investment income (loss)	(.30)%^A	.08%	(.16)%^G	(.17)%^H	(.29)%^I	(.39)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,133,411	$ 1,315,659	$ 1,166,101	$ 1,382,688	$ 1,204,818	$ 1,085,184
Portfolio turnover rate^F	139%^A	142%	150%	106%	105%	150%
^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 (.25)%. ^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 (.31)%. ^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 (.39)%. ^JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^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. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^L Amount represents less than $.01 per share.

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91	$ 13.30
Income from Investment Operations
Net investment income (loss)^D	(.03)	.01	(.03)^G	(.03)^H	(.03)^I	(.03)
Net realized and unrealized gain (loss)	2.40	4.98	(.16)	3.91	1.95	(2.36)
Total from investment operations	2.37	4.99	(.19)	3.88	1.92	(2.39)
Distributions from net realized gain	(3.27)	(1.06)	(.32)	(.03)^J	-	-
Redemption fees added to paid in capital^D,L	-	-	-	-	-	-
Net asset value, end of period	$ 19.20	$ 20.10	$ 16.17	$ 16.68	$ 12.83	$ 10.91
Total Return^B,C	13.07%	32.65%	(.88)%	30.24%	17.60%	(17.97)%
Ratios to Average Net Assets^E,K
Expenses before reductions	.91%^A	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of fee waivers, if any	.90%^A	.92%	1.06%	.94%	1.03%	1.05%
Expenses net of all reductions	.90%^A	.91%	1.05%	.93%	1.02%	1.04%
Net investment income (loss)	(.33)%^A	.06%	(.19)%^G	(.17)%^H	(.24)%^I	(.36)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 53,134	$ 51,158	$ 36,694	$ 41,440	$ 25,650	$ 19,204
Portfolio turnover rate^F	139%^A	142%	150%	106%	105%	150%
^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 (.28)%. ^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 (.30)%. ^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 (.34)%. ^JThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^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. 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 202,306,877
Gross unrealized depreciation	(25,883,966)
Net unrealized appreciation (depreciation) on securities and other investments	$ 176,422,911

Tax cost	$ 1,276,166,916

4. Derivative Instruments.

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

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Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Futures Contracts - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $1,227,621,226 and $2,381,148,711, respectively.

6. Fees and Other Transactions with Affiliates.

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6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%	$ 102,092	$ 1,084
Class T	.25%	.25%	98,434	-
Class B	.75%	.25%	17,177	13,008
Class C	.75%	.25%	189,904	36,327
			$ 407,607	$ 50,419

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

	Retained by FDC
Class A	$ 28,161
Class T	7,186
Class B*	912
Class C*	1,709
	$ 37,968

* 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.

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Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 109,315	.27
Class T	55,704	.28
Class B	5,169	.30
Class C	55,796	.29
Small Cap Growth	1,121,090	.19
Institutional Class	53,339	.21
	$ 1,400,413

* Annualized

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,719 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $64,630. 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 $54,508 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $16,263 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $77.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $18,322.

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Notes to Financial Statements (Unaudited) - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014 ^A	Year ended July 31, 2013
From net realized gain
Class A	$ 13,042,391	$ 3,855,020
Class T	6,313,273	1,778,904
Class B	574,582	260,524
Class C	6,246,391	1,656,727
Small Cap Growth	191,545,684	74,940,038
Class F	80,609,253	37,680,389
Institutional Class	7,913,662	2,388,845
Total	$ 306,245,236	$ 122,560,447

^A All Class F shares were redeemed on November 15, 2013.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class A
Shares sold	915,409	969,311	$ 17,219,782	$ 16,711,827
Reinvestment of distributions	685,539	231,282	12,376,648	3,646,231
Shares redeemed	(596,163)	(1,149,326)	(11,225,866)	(19,219,034)
Net increase (decrease)	1,004,785	51,267	$ 18,370,564	$ 1,139,024
Class T
Shares sold	453,744	457,321	$ 8,406,937	$ 7,743,595
Reinvestment of distributions	341,220	106,640	6,064,353	1,660,117
Shares redeemed	(176,417)	(538,707)	(3,251,764)	(8,802,237)
Net increase (decrease)	618,547	25,254	$ 11,219,526	$ 601,475
Class B
Shares sold	9,049	6,696	$ 160,917	$ 106,485
Reinvestment of distributions	32,147	16,337	548,598	246,159
Shares redeemed	(33,755)	(107,598)	(601,767)	(1,730,845)
Net increase (decrease)	7,441	(84,565)	$ 107,748	$ (1,378,201)

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11. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class C
Shares sold	598,254	456,788	$ 10,606,736	$ 7,531,447
Reinvestment of distributions	347,765	103,215	5,907,550	1,550,542
Shares redeemed	(184,346)	(428,305)	(3,247,932)	(6,821,754)
Net increase (decrease)	761,673	131,698	$ 13,266,354	$ 2,260,235
Small Cap Growth
Shares sold	21,096,897	10,379,088	$ 406,171,276	$ 182,249,151
Reinvestment of distributions	10,184,956	4,595,875	187,557,177	73,721,316
Shares redeemed	(37,691,940)^B	(21,652,202)	(731,980,705)^B	(371,997,767)
Net increase (decrease)	(6,410,087)	(6,677,239)	$ (138,252,252)	$ (116,027,300)
Class F
Shares sold	768,083	7,670,010	$ 15,295,624	$ 131,231,307
Reinvestment of distributions	4,357,257	2,336,095	80,609,253	37,680,389
Shares redeemed	(41,060,113)^B	(6,554,937)	(806,457,595)^B	(118,928,973)
Net increase (decrease)	(35,934,773)	3,451,168	$ (710,552,718)	$ 49,982,723
Institutional Class
Shares sold	389,837	727,207	$ 7,518,244	$ 12,757,998
Reinvestment of distributions	381,830	128,780	7,062,159	2,069,290
Shares redeemed	(549,183)	(580,321)	(10,671,722)	(9,884,418)
Net increase (decrease)	222,484	275,666	$ 3,908,681	$ 4,942,870

^A All Class F shares were redeemed on November 15, 2013.

^B Amount includes in-kind redemptions (see Note 6: Redemptions In-Kind).

12. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ght1991500
1-800-544-5555

Automated line for quickest service

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

SCP-USAN-0314
1.803699.109

Fidelity®

Series Blue Chip Growth

Fund

Fidelity Series Blue Chip Growth
Fund

Class F

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Summary	(Click Here)	A summary of the fund's holdings.
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.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 7, 2013 to January 31, 2014). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (August 1, 2013 to January 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value	Ending Account Value January 31, 2014	Expenses Paid During Period
Series Blue Chip Growth	.75%
Actual		$ 1,000.00	$ 1,048.90	$ 1.81 ^C
Hypothetical^A		$ 1,000.00	$ 1,021.42	$ 3.82 ^D
Class F	.57%
Actual		$ 1,000.00	$ 1,049.20	$ 1.38 ^C
Hypothetical^A		$ 1,000.00	$ 1,022.33	$ 2.91 ^D

^A 5% return per year before expenses

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

^C Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 86/365 (to reflect the period November 7, 2013 to January 31, 2014).

^D Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets
Google, Inc. Class A	6.0
Apple, Inc.	3.7
Gilead Sciences, Inc.	3.2
Facebook, Inc. Class A	2.8
Amazon.com, Inc.	2.3
QUALCOMM, Inc.	1.8
Visa, Inc. Class A	1.6
Comcast Corp. Class A	1.6
Home Depot, Inc.	1.5
Biogen Idec, Inc.	1.5
	26.0
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets
Information Technology	31.1
Consumer Discretionary	21.2
Health Care	16.4
Consumer Staples	10.5
Industrials	10.5

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *
	Stocks 100.0%
* Foreign investments		9.5%

ght1991510

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value
CONSUMER DISCRETIONARY - 21.1%
Auto Components - 0.5%
Johnson Controls, Inc.	307,300		$ 14,172,676
Magna International, Inc. Class A (sub. vtg.)	98,375		8,355,802
Tenneco, Inc. (a)	69,904		3,973,343
The Goodyear Tire & Rubber Co.	124,600		2,948,036
TRW Automotive Holdings Corp. (a)	93,783		6,954,009
			36,403,866
Automobiles - 0.9%
General Motors Co.	466,883		16,845,139
Tesla Motors, Inc. (a)	307,654		55,811,512
			72,656,651
Diversified Consumer Services - 0.3%
H&R Block, Inc.	729,100		22,164,640
Hotels, Restaurants & Leisure - 4.8%
500 Com Ltd. sponsored ADR Class A	188,400		7,901,496
Alsea S.A.B. de CV	1,006,900		3,003,986
Buffalo Wild Wings, Inc. (a)	84,662		12,010,151
China Lodging Group Ltd. ADR (a)	107,900		2,929,485
Chipotle Mexican Grill, Inc. (a)	82,000		45,260,720
Dunkin' Brands Group, Inc.	261,200		12,153,636
Fiesta Restaurant Group, Inc. (a)	145,500		6,252,135
Home Inns & Hotels Management, Inc. sponsored ADR (a)	119,278		4,090,043
Las Vegas Sands Corp.	1,024,400		78,387,088
Melco Crown Entertainment Ltd. sponsored ADR (a)	90,500		3,709,595
MGM Mirage, Inc. (a)	345,600		8,418,816
Panera Bread Co. Class A (a)	116,744		19,737,908
Starbucks Corp.	1,200,010		85,344,711
Whitbread PLC	156,724		9,664,023
Wyndham Worldwide Corp.	166,000		11,776,040
Wynn Resorts Ltd.	55,000		11,958,100
Yum! Brands, Inc.	587,651		39,460,765
			362,058,698
Household Durables - 0.0%
Harman International Industries, Inc.	25,683		2,656,393
Internet & Catalog Retail - 4.1%
Amazon.com, Inc. (a)	481,280		172,630,323
Ctrip.com International Ltd. sponsored ADR (a)	93,100		3,678,381
Expedia, Inc.	44,400		2,885,112
Groupon, Inc. Class A (a)	391,743		4,097,632
HomeAway, Inc. (a)	156,745		6,404,601
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Netflix, Inc. (a)	54,678		$ 22,381,346
priceline.com, Inc. (a)	76,400		87,469,596
Qunar Cayman Islands Ltd. sponsored ADR (d)	121,400		3,160,042
Vipshop Holdings Ltd. ADR (a)(d)	51,625		5,425,271
			308,132,304
Media - 2.9%
AMC Networks, Inc. Class A (a)	153,100		9,865,764
CBS Corp. Class B	460,900		27,064,048
Comcast Corp. Class A	2,165,500		117,911,475
DISH Network Corp. Class A (a)	127,000		7,160,260
Fuji Media Holdings, Inc.	67,500		1,262,039
Lions Gate Entertainment Corp.	76,399		2,469,980
The Walt Disney Co.	279,400		20,287,234
Time Warner, Inc.	211,100		13,263,413
Twenty-First Century Fox, Inc. Class A	549,111		17,472,712
			216,756,925
Multiline Retail - 1.1%
Dollar General Corp. (a)	166,235		9,362,355
Macy's, Inc.	557,900		29,680,280
Target Corp.	752,062		42,596,792
			81,639,427
Specialty Retail - 4.5%
American Eagle Outfitters, Inc.	377,969		5,113,921
AutoZone, Inc. (a)	6,500		3,217,890
Best Buy Co., Inc.	1,374,370		32,352,670
Five Below, Inc. (a)	78,800		2,888,020
Home Depot, Inc.	1,481,200		113,830,220
L Brands, Inc.	326,914		17,117,217
Lowe's Companies, Inc.	814,783		37,716,305
Murphy U.S.A., Inc.	401,800		15,565,732
Restoration Hardware Holdings, Inc. (a)	236,371		13,411,691
Ross Stores, Inc.	580,438		39,417,545
Tiffany & Co., Inc.	114,886		9,557,366
TJX Companies, Inc.	816,400		46,828,704
			337,017,281
Textiles, Apparel & Luxury Goods - 2.0%
Fifth & Pacific Companies, Inc. (a)	648,556		18,613,557
lululemon athletica, Inc. (a)	196,800		8,991,792
Michael Kors Holdings Ltd. (a)	371,500		29,693,995
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
NIKE, Inc. Class B	550,000		$ 40,067,500
Pandora A/S	95,900		5,489,757
Prada SpA	566,900		4,158,396
PVH Corp.	223,228		26,981,568
Under Armour, Inc. Class A (sub. vtg.) (a)	156,392		16,907,539
			150,904,104
TOTAL CONSUMER DISCRETIONARY			1,590,390,289
CONSUMER STAPLES - 10.5%
Beverages - 2.7%
Anheuser-Busch InBev SA NV ADR	291,100		27,913,579
Monster Beverage Corp. (a)	595,781		40,453,530
PepsiCo, Inc.	724,800		58,244,928
The Coca-Cola Co.	2,035,900		76,997,738
			203,609,775
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	469,400		52,741,784
CVS Caremark Corp.	997,500		67,550,700
Kroger Co.	389,700		14,068,170
Sprouts Farmers Market LLC	93,923		3,356,808
Whole Foods Market, Inc.	444,400		23,224,344
			160,941,806
Food Products - 2.5%
Annie's, Inc. (a)	100,100		4,016,012
Associated British Foods PLC	200,200		8,935,303
Bunge Ltd.	261,900		19,841,544
Green Mountain Coffee Roasters, Inc.	1,256,300		101,760,300
Mead Johnson Nutrition Co. Class A	353,500		27,180,615
Mondelez International, Inc.	726,200		23,783,050
			185,516,824
Household Products - 1.0%
Procter & Gamble Co.	903,940		69,259,883
Svenska Cellulosa AB (SCA) (B Shares)	274,100		7,802,859
			77,062,742
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 0.7%
Herbalife Ltd.	460,438		$ 29,638,394
Nu Skin Enterprises, Inc. Class A	266,551		22,696,818
			52,335,212
Tobacco - 1.5%
Altria Group, Inc.	239,668		8,441,107
Lorillard, Inc.	834,620		41,079,996
Philip Morris International, Inc.	795,414		62,153,650
			111,674,753
TOTAL CONSUMER STAPLES			791,141,112
ENERGY - 3.2%
Energy Equipment & Services - 0.7%
Atwood Oceanics, Inc. (a)	44,200		2,095,080
Ensco PLC Class A	13,700		690,069
Halliburton Co.	757,922		37,145,757
National Oilwell Varco, Inc.	181,137		13,587,086
			53,517,992
Oil, Gas & Consumable Fuels - 2.5%
Anadarko Petroleum Corp.	410,678		33,137,608
Cabot Oil & Gas Corp.	374,516		14,973,150
Canadian Natural Resources Ltd.	262,400		8,604,128
Cimarex Energy Co.	167,530		16,414,589
Continental Resources, Inc. (a)	151,932		16,742,906
EOG Resources, Inc.	146,513		24,209,808
Hess Corp.	144,038		10,873,429
Marathon Petroleum Corp.	81,900		7,129,395
Phillips 66 Co.	127,936		9,350,842
Pioneer Natural Resources Co.	215,000		36,403,800
Valero Energy Corp.	202,100		10,327,310
Whiting Petroleum Corp. (a)	38,132		2,226,146
			190,393,111
TOTAL ENERGY			243,911,103
FINANCIALS - 4.5%
Capital Markets - 1.0%
Ameriprise Financial, Inc.	78,182		8,259,146
BlackRock, Inc. Class A	91,800		27,583,146
Invesco Ltd.	309,992		10,307,234
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Capital Markets - continued
Morgan Stanley	845,800		$ 24,959,558
Virtus Investment Partners, Inc. (a)	700		127,582
WisdomTree Investments, Inc. (a)	108,200		1,527,784
			72,764,450
Commercial Banks - 0.1%
Standard Chartered PLC (United Kingdom)	317,372		6,469,425
Consumer Finance - 0.6%
American Express Co.	427,345		36,332,872
Capital One Financial Corp.	51,700		3,650,537
Santander Consumer U.S.A. Holdings, Inc.	203,000		5,202,890
			45,186,299
Diversified Financial Services - 2.4%
Bank of America Corp.	2,661,100		44,573,425
Berkshire Hathaway, Inc. Class B (a)	89,800		10,021,680
Citigroup, Inc.	1,384,039		65,644,970
Investment AB Kinnevik (B Shares)	40,400		1,586,055
JPMorgan Chase & Co.	1,016,372		56,266,354
			178,092,484
Insurance - 0.1%
Marsh & McLennan Companies, Inc.	48,251		2,205,553
MetLife, Inc.	172,800		8,475,840
			10,681,393
Real Estate Investment Trusts - 0.1%
American Tower Corp.	127,555		10,316,648
Real Estate Management & Development - 0.2%
Altisource Portfolio Solutions SA	16,900		2,209,506
Altisource Residential Corp. Class B	25,600		768,000
Howard Hughes Corp. (a)	27,100		3,381,267
Realogy Holdings Corp. (a)	272,295		12,408,483
			18,767,256
TOTAL FINANCIALS			342,277,955
HEALTH CARE - 16.4%
Biotechnology - 9.7%
Agios Pharmaceuticals, Inc. (d)	82,500		2,182,125
Alexion Pharmaceuticals, Inc. (a)	264,300		41,952,339
Alkermes PLC (a)	343,500		16,721,580
Alnylam Pharmaceuticals, Inc. (a)	294,000		24,596,040
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Amgen, Inc.	900,298		$ 107,090,447
Biogen Idec, Inc. (a)	359,600		112,425,344
BioMarin Pharmaceutical, Inc. (a)	129,700		8,933,736
Bluebird Bio, Inc.	48,400		1,073,028
Celgene Corp. (a)	191,900		29,155,367
Clovis Oncology, Inc. (a)	66,000		4,291,980
CSL Ltd.	22,372		1,377,040
Dicerna Pharmaceuticals, Inc.	61,900		2,545,328
Exelixis, Inc. (a)	1,288,200		8,862,816
Gilead Sciences, Inc. (a)	2,959,035		238,646,173
Grifols SA	111,600		5,786,546
Grifols SA:
ADR	98,900		3,917,429
Class B	5,600		221,769
Intercept Pharmaceuticals, Inc. (a)	12,400		3,730,912
InterMune, Inc. (a)	731,930		9,771,266
Intrexon Corp. (d)	119,300		4,004,901
Ironwood Pharmaceuticals, Inc. Class A (a)	260,416		3,611,970
Keryx Biopharmaceuticals, Inc. (a)	260,060		3,999,723
KYTHERA Biopharmaceuticals, Inc. (a)	90,633		4,169,118
Medivation, Inc. (a)	101,000		8,039,600
Merrimack Pharmaceuticals, Inc. (a)	813,200		4,269,300
Pharmacyclics, Inc. (a)	59,400		7,904,358
Regeneron Pharmaceuticals, Inc. (a)	149,180		43,051,856
Sarepta Therapeutics, Inc. (a)(d)	89,037		2,170,722
Seattle Genetics, Inc. (a)	81,000		3,633,660
Synageva BioPharma Corp. (a)	61,000		5,525,380
United Therapeutics Corp. (a)	14,000		1,436,680
Vertex Pharmaceuticals, Inc. (a)	216,900		17,143,776
XOMA Corp. (a)	213,381		1,657,970
			733,900,279
Health Care Equipment & Supplies - 1.0%
Accuray, Inc. (a)	476,900		5,078,985
Boston Scientific Corp. (a)	1,331,700		18,017,901
DexCom, Inc. (a)	20,300		821,338
Insulet Corp. (a)	148,800		6,398,400
Intuitive Surgical, Inc. (a)	43,700		17,811,246
The Cooper Companies, Inc.	180,891		22,481,133
Zeltiq Aesthetics, Inc. (a)	194,600		3,987,354
			74,596,357
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - 0.5%
AmerisourceBergen Corp.	68,200		$ 4,584,404
Cardinal Health, Inc.	145,800		9,917,316
Express Scripts Holding Co. (a)	115,100		8,596,819
HCA Holdings, Inc. (a)	297,354		14,947,986
			38,046,525
Health Care Technology - 0.4%
athenahealth, Inc. (a)	52,200		7,694,280
Cerner Corp. (a)	402,300		22,886,847
			30,581,127
Life Sciences Tools & Services - 1.2%
Agilent Technologies, Inc.	167,023		9,712,387
Illumina, Inc. (a)	541,900		82,368,800
Lonza Group AG	19,589		1,969,379
			94,050,566
Pharmaceuticals - 3.6%
AbbVie, Inc.	1,209,300		59,533,839
Actavis PLC (a)	361,172		68,254,285
Allergan, Inc.	116,900		13,396,740
Bristol-Myers Squibb Co.	237,061		11,845,938
Merck & Co., Inc.	130,397		6,907,129
Mylan, Inc. (a)	114,400		5,194,904
Perrigo Co. PLC	78,300		12,188,178
Salix Pharmaceuticals Ltd. (a)	95,752		9,320,500
Shire PLC sponsored ADR	84,500		12,642,890
Teva Pharmaceutical Industries Ltd. sponsored ADR	173,100		7,725,453
Valeant Pharmaceuticals International (Canada) (a)	455,200		61,768,239
			268,778,095
TOTAL HEALTH CARE			1,239,952,949
INDUSTRIALS - 10.5%
Aerospace & Defense - 3.2%
Honeywell International, Inc.	399,100		36,409,893
Precision Castparts Corp.	195,500		49,803,625
The Boeing Co.	439,800		55,089,348
United Technologies Corp.	867,200		98,878,144
			240,181,010
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - 0.4%
FedEx Corp.	241,012		$ 32,131,720
Airlines - 1.4%
American Airlines Group, Inc. (a)(d)	1,616,134		54,221,296
Delta Air Lines, Inc.	768,200		23,514,602
Southwest Airlines Co.	214,900		4,502,155
Spirit Airlines, Inc. (a)	430,700		20,199,830
			102,437,883
Building Products - 0.1%
A.O. Smith Corp.	131,151		6,192,950
Construction & Engineering - 0.2%
Chicago Bridge & Iron Co. NV	171,621		12,869,859
MasTec, Inc. (a)	44,100		1,584,954
			14,454,813
Electrical Equipment - 0.9%
Eaton Corp. PLC	526,700		38,496,503
EnerSys	67,085		4,565,805
Generac Holdings, Inc.	102,816		4,948,534
OSRAM Licht AG (a)	172,837		10,127,258
SolarCity Corp. (a)(d)	78,580		5,821,992
			63,960,092
Industrial Conglomerates - 0.9%
Danaher Corp.	950,200		70,685,378
Machinery - 1.5%
Caterpillar, Inc.	230,163		21,614,607
Cummins, Inc.	430,500		54,664,890
Ingersoll-Rand PLC	345,600		20,317,824
ITT Corp.	160,100		6,556,095
Pentair Ltd.	108,600		8,072,238
Xylem, Inc.	86,900		2,898,984
			114,124,638
Professional Services - 0.7%
Huron Consulting Group, Inc. (a)	56,900		3,769,056
Manpower, Inc.	414,800		32,312,920
Towers Watson & Co.	138,008		16,135,895
			52,217,871
Road & Rail - 1.1%
Avis Budget Group, Inc. (a)	187,800		7,081,938
Canadian Pacific Railway Ltd.	102,600		15,553,745
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - continued
Hertz Global Holdings, Inc. (a)	532,400		$ 13,853,048
Union Pacific Corp.	277,100		48,281,904
			84,770,635
Trading Companies & Distributors - 0.1%
WESCO International, Inc. (a)	103,100		8,553,176
TOTAL INDUSTRIALS			789,710,166
INFORMATION TECHNOLOGY - 31.1%
Communications Equipment - 2.5%
F5 Networks, Inc. (a)	229,840		24,592,880
Juniper Networks, Inc. (a)	486,100		12,935,121
QUALCOMM, Inc.	1,841,181		136,652,454
Riverbed Technology, Inc. (a)	565,400		11,149,688
			185,330,143
Computers & Peripherals - 5.0%
Apple, Inc.	560,960		280,816,576
EMC Corp.	2,082,300		50,474,952
NCR Corp. (a)	1,059,999		37,301,365
Nimble Storage, Inc.	58,500		2,528,955
Seagate Technology	90,829		4,801,221
Western Digital Corp.	48,790		4,204,234
			380,127,303
Electronic Equipment & Components - 0.3%
Avigilon Corp. (a)	37,200		1,071,160
InvenSense, Inc. (a)(d)	560,700		11,040,183
Methode Electronics, Inc. Class A	45,422		1,528,905
TE Connectivity Ltd.	123,682		6,989,270
			20,629,518
Internet Software & Services - 10.8%
58.com, Inc. ADR	18,300		688,263
Baidu.com, Inc. sponsored ADR (a)	40,000		6,260,000
Facebook, Inc. Class A (a)	3,416,640		213,779,165
Google, Inc. Class A (a)	381,913		451,027,796
LinkedIn Corp. (a)	72,750		15,656,528
Naver Corp.	22,997		14,362,996
Rackspace Hosting, Inc. (a)	829,495		30,201,913
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Tencent Holdings Ltd.	187,100		$ 13,097,819
Yahoo!, Inc. (a)	1,863,001		67,105,296
			812,179,776
IT Services - 4.2%
Cognizant Technology Solutions Corp. Class A (a)	868,200		84,145,944
MasterCard, Inc. Class A	1,472,000		111,400,960
Visa, Inc. Class A	582,037		125,388,231
			320,935,135
Semiconductors & Semiconductor Equipment - 2.8%
Altera Corp.	282,200		9,433,946
Avago Technologies Ltd.	69,078		3,774,422
Broadcom Corp. Class A	918,432		27,332,536
Cavium, Inc. (a)	130,100		4,835,817
Cree, Inc. (a)	337,273		20,378,035
Cypress Semiconductor Corp.	317,435		3,187,047
First Solar, Inc. (a)	89,319		4,517,755
Freescale Semiconductor Holdings I Ltd. (a)	489,611		8,876,647
GCL-Poly Energy Holdings Ltd. (a)	16,008,000		5,443,355
Marvell Technology Group Ltd.	445,024		6,644,208
Monolithic Power Systems, Inc. (a)	122,756		4,012,894
NVIDIA Corp.	460,988		7,237,512
NXP Semiconductors NV (a)	1,944,831		94,032,579
SunEdison, Inc. (a)	466,005		6,482,130
SunPower Corp. (a)(d)	92,400		2,990,064
Trina Solar Ltd. (a)(d)	239,689		3,559,382
			212,738,329
Software - 5.5%
Activision Blizzard, Inc.	2,077,000		35,579,010
Adobe Systems, Inc. (a)	289,800		17,153,262
Electronic Arts, Inc. (a)	1,309,000		34,557,600
Fortinet, Inc. (a)	352,963		7,482,816
Microsoft Corp.	2,814,886		106,543,435
NetSuite, Inc. (a)	34,000		3,576,120
Oracle Corp.	494,788		18,257,677
Red Hat, Inc. (a)	506,300		28,605,950
salesforce.com, Inc. (a)	1,767,404		106,980,964
ServiceNow, Inc. (a)	176,500		11,195,395
Tableau Software, Inc.	17,100		1,382,022
VMware, Inc. Class A (a)	152,524		13,748,513
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Workday, Inc. Class A (a)	219,100		$ 19,618,214
Zynga, Inc. (a)	2,136,800		9,401,920
			414,082,898
TOTAL INFORMATION TECHNOLOGY			2,346,023,102
MATERIALS - 2.3%
Chemicals - 2.2%
Cabot Corp.	213,200		10,376,444
Celanese Corp. Class A	164,615		8,336,104
CF Industries Holdings, Inc.	24,100		5,563,726
Chemtura Corp. (a)	121,474		3,046,568
Eastman Chemical Co.	423,300		33,000,468
Huntsman Corp.	403,300		8,840,336
Intrepid Potash, Inc. (a)	263,100		3,867,570
LyondellBasell Industries NV Class A	77,267		6,085,549
Mexichem S.A.B. de CV (d)	1,122,200		3,896,738
Monsanto Co.	608,300		64,814,365
Potash Corp. of Saskatchewan, Inc.	280,300		8,788,396
The Mosaic Co.	223,043		9,961,100
The Scotts Miracle-Gro Co. Class A	40,997		2,434,812
Wacker Chemie AG	20,673		2,461,394
			171,473,570
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	185,200		6,002,332
TOTAL MATERIALS			177,475,902
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.1%
Jazztel PLC (a)	292,300		3,595,726
Wireless Telecommunication Services - 0.2%
T-Mobile U.S., Inc. (a)	541,833		16,563,835
TOTAL TELECOMMUNICATION SERVICES			20,159,561
TOTAL COMMON STOCKS (Cost $7,169,220,850)		7,541,042,139
Nonconvertible Preferred Stocks - 0.1%
	Shares		Value
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG (Cost $4,571,834)	17,000		$ 4,311,592
Money Market Funds - 1.1%

Fidelity Cash Central Fund, 0.10% (b)	40,011,116		40,011,116
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	46,517,378		46,517,378
TOTAL MONEY MARKET FUNDS (Cost $86,528,494)		86,528,494
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $7,260,321,178)			7,631,882,225
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(80,334,381)
NET ASSETS - 100%		$ 7,551,547,844

Legend

(a) Non-income producing

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 6,013
Fidelity Securities Lending Cash Central Fund	83,931
Total	$ 89,944

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,594,701,881	$ 1,593,439,842	$ 1,262,039	$ -
Consumer Staples	791,141,112	791,141,112	-	-
Energy	243,911,103	243,911,103	-	-
Financials	342,277,955	342,277,955	-	-
Health Care	1,239,952,949	1,238,354,140	1,598,809	-
Industrials	789,710,166	789,710,166	-	-
Information Technology	2,346,023,102	2,331,660,106	14,362,996	-
Materials	177,475,902	177,475,902	-	-
Telecommunication Services	20,159,561	20,159,561	-	-
Money Market Funds	86,528,494	86,528,494	-	-
Total Investments in Securities:	$ 7,631,882,225	$ 7,614,658,381	$ 17,223,844	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $45,109,362) - See accompanying schedule: Unaffiliated issuers (cost $7,173,792,684)	$ 7,545,353,731
Fidelity Central Funds (cost $86,528,494)	86,528,494
Total Investments (cost $7,260,321,178)		$ 7,631,882,225
Receivable for investments sold		67,239,373
Receivable for fund shares sold		1,065,646
Dividends receivable		2,797,554
Distributions receivable from Fidelity Central Funds		47,334
Other receivables		4,927
Total assets		7,703,037,059

Liabilities
Payable for investments purchased	$ 71,823,004
Payable for fund shares redeemed	28,958,514
Accrued management fee	3,514,424
Other affiliated payables	625,538
Other payables and accrued expenses	50,357
Collateral on securities loaned, at value	46,517,378
Total liabilities		151,489,215

Net Assets		$ 7,551,547,844
Net Assets consist of:
Paid in capital		$ 7,195,142,445
Distributions in excess of net investment income		(2,098,521)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(13,064,964)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		371,568,884
Net Assets		$ 7,551,547,844

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Series Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($3,276,293,316 ÷ 312,550,719 shares)		$ 10.48

Class F: Net Asset Value, offering price and redemption price per share ($4,275,254,528 ÷ 407,804,337 shares)		$ 10.48

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	For the period November 7, 2013 (commencement of operations) to January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 16,760,448
Interest		8
Income from Fidelity Central Funds		89,944
Total income		16,850,400

Expenses
Management fee	$ 9,424,426
Transfer agent fees	1,331,070
Accounting and security lending fees	274,913
Custodian fees and expenses	38,055
Independent trustees' compensation	4,655
Audit	28,826
Interest	2,117
Miscellaneous	284
Total expenses before reductions	11,104,346
Expense reductions	(4,927)	11,099,419
Net investment income (loss)		5,750,981
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(13,012,681)
Foreign currency transactions	(52,283)
Total net realized gain (loss)		(13,064,964)
Change in net unrealized appreciation (depreciation) on: Investment securities	371,561,047
Assets and liabilities in foreign currencies	7,837
Total change in net unrealized appreciation (depreciation)		371,568,884
Net gain (loss)		358,503,920
Net increase (decrease) in net assets resulting from operations		$ 364,254,901

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

Semiannual Report

Statement of Changes in Net Assets

	For the period November 7, 2013 (commencement of operations) to January 31, 2014 (Unaudited)
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,750,981
Net realized gain (loss)	(13,064,964)
Change in net unrealized appreciation (depreciation)	371,568,884
Net increase (decrease) in net assets resulting from operations	364,254,901
Distributions to shareholders from net investment income	(7,849,502)
Share transactions - net increase (decrease)	7,195,142,445
Total increase (decrease) in net assets	7,551,547,844

Net Assets
Beginning of period	-
End of period (including distributions in excess of net investment income of $2,098,521)	$ 7,551,547,844

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

Semiannual Report

Financial Highlights - Series Blue Chip Growth

	Period ended January 31, 2014
	(Unaudited) ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.01
Net realized and unrealized gain (loss)	.48
Total from investment operations	.49
Distributions from net investment income	(.01)
Net asset value, end of period	$ 10.48
Total Return ^{B, C}	4.89%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.75% ^A
Expenses net of fee waivers, if any	.75% ^A
Expenses net of all reductions	.75% ^A
Net investment income (loss)	.23% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,276,293
Portfolio turnover rate ^F	15% ^I

^A Annualized

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

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

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

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

^G For the period November 7, 2013 (commencement of operations) to January 31, 2014.

^I Amount not annualized

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

Semiannual Report

Financial Highlights - Class F

	Period ended January 31, 2014
	(Unaudited) ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.01
Net realized and unrealized gain (loss)	.48
Total from investment operations	.49
Distributions from net investment income	(.01)
Net asset value, end of period	$ 10.48
Total Return ^{B, C}	4.92%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.57% ^A
Expenses net of fee waivers, if any	.57% ^A
Expenses net of all reductions	.57% ^A
Net investment income (loss)	.41% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,275,255
Portfolio turnover rate ^F	15% ^I

^A Annualized

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

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

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

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

^G For the period November 7, 2013 (commencement of operations) to January 31, 2014.

^I Amount not annualized

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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 January 31, 2014, is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

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

Gross unrealized appreciation	$ 565,959,292
Gross unrealized depreciation	(196,050,949)
Net unrealized appreciation (depreciation) on securities and other investments	$ 369,908,343

Tax cost	$ 7,261,973,882

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $8,300,823,354 and $1,113,744,909, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Blue Chip Growth as compared to its benchmark index, the Russell 1000® Growth Index, over the same 36 month performance period. The Fund's performance adjustment will not take effect until November 1, 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

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

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

	Amount	% of Average Net Assets*
Series Blue Chip Growth	$ 1,331,070	.18

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. 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	$ 26,997,333	.31%	$ 2,117

Exchanges In-Kind. During the period, certain investment companies managed by the investment adviser or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered investments valued at $7,325,217,400 in exchange for 732,521,740 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 9: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Security Lending.

Semiannual Report

6. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $83,931. During the period, there were no securities loaned to FCM.

7. Expense Reductions.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Period ended January 31, 2014 ^A
From net investment income
Series Blue Chip Growth	$ 2,859,214
Class F	4,990,288
Total	$ 7,849,502

^A For the period November 7, 2013 (commencement of operations) to January 31, 2014.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
	Period ended January 31, 2014 ^A	Period ended January 31, 2014 ^A
Series Blue Chip Growth
Shares sold	333,567,051 ^B	$ 3,341,171,872 ^B
Reinvestment of distributions	280,041	2,859,214
Shares redeemed	(21,296,373)	(221,969,330)
Net increase (decrease)	312,550,719	$ 3,122,061,756
Class F
Shares sold	432,708,082 ^B	$ 4,333,658,930 ^B
Reinvestment of distributions	488,765	4,990,288
Shares redeemed	(25,392,510)	(265,568,529)
Net increase (decrease)	407,804,337	$ 4,073,080,689

^A For the period November 7, 2013 (commencement of operations) to January 31, 2014.

^B Amount includes in-kind exchanges (see Note 5: Exchanges In-Kind)

10. Other.

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

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Blue Chip Growth Fund

On September 18, 2013, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, and pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians and subcustodians.

Semiannual Report

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

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven security selection, which the Board is familiar with through its supervision of other Fidelity funds.

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's proposed management fee and the projected total expense ratio of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable investment mandates. The Board also considered that the projected total expense ratios are comparable to those of similar classes and funds that Fidelity offers to shareholders.

Based on its review, the Board concluded that management fee and the projected total expense ratio of each class of the fund were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

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

XS1-SANN-0314
1.967988.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

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

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® Small Cap Value Fund

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.35%
Actual		$ 1,000.00	$ 1,040.00	$ 6.94
Hypothetical^A		$ 1,000.00	$ 1,018.40	$ 6.87
Class T	1.59%
Actual		$ 1,000.00	$ 1,038.90	$ 8.17
Hypothetical^A		$ 1,000.00	$ 1,017.19	$ 8.08
Class B	2.17%
Actual		$ 1,000.00	$ 1,035.30	$ 11.13
Hypothetical^A		$ 1,000.00	$ 1,014.27	$ 11.02
Class C	2.11%
Actual		$ 1,000.00	$ 1,035.80	$ 10.83
Hypothetical^A		$ 1,000.00	$ 1,014.57	$ 10.71
Small Cap Value	1.06%
Actual		$ 1,000.00	$ 1,041.60	$ 5.45
Hypothetical^A		$ 1,000.00	$ 1,019.86	$ 5.40
Institutional Class	1.07%
Actual		$ 1,000.00	$ 1,041.20	$ 5.51
Hypothetical^A		$ 1,000.00	$ 1,019.81	$ 5.45

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
World Fuel Services Corp.	3.0	0.0
Federated Investors, Inc. Class B (non-vtg.)	2.9	3.2
TCF Financial Corp.	2.8	2.8
Endurance Specialty Holdings Ltd.	2.7	1.9
Tech Data Corp.	2.6	2.3
CapitalSource, Inc.	2.3	2.3
WESCO International, Inc.	2.3	2.1
Aspen Insurance Holdings Ltd.	2.1	2.0
Aarons, Inc. Class A	2.1	0.0
LinnCo LLC	2.1	2.1
	24.9
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	38.9	37.7
Industrials	14.8	14.7
Information Technology	13.5	13.6
Consumer Discretionary	11.9	13.8
Energy	6.0	4.8

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Stocks 100.0%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		7.5%	** Foreign investments		6.6%

ang393316

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 100.0%
	Shares		Value
CONSUMER DISCRETIONARY - 11.9%
Diversified Consumer Services - 0.7%
Regis Corp.	1,515,900		$ 18,691,047
Household Durables - 1.2%
Tempur Sealy International, Inc. (a)	723,900		35,681,031
Media - 1.4%
Valassis Communications, Inc.	1,215,741		41,335,194
Multiline Retail - 1.1%
Big Lots, Inc. (a)	1,212,700		32,488,233
Specialty Retail - 7.3%
Aarons, Inc. Class A	2,295,100		61,715,239
Asbury Automotive Group, Inc. (a)	294,500		13,847,390
Genesco, Inc. (a)	617,728		43,376,860
Murphy U.S.A., Inc.	1,040,715		40,317,299
Rent-A-Center, Inc.	1,646,367		41,060,393
Tsutsumi Jewelry Co. Ltd.	520,900		11,961,091
			212,278,272
Textiles, Apparel & Luxury Goods - 0.2%
Vera Bradley, Inc. (a)(d)	231,000		5,548,620
TOTAL CONSUMER DISCRETIONARY			346,022,397
CONSUMER STAPLES - 2.0%
Food Products - 1.7%
Post Holdings, Inc. (a)	931,300		49,852,489
Tobacco - 0.3%
Universal Corp. (d)	155,000		7,954,600
TOTAL CONSUMER STAPLES			57,807,089
ENERGY - 6.0%
Energy Equipment & Services - 0.3%
ShawCor Ltd. Class A	236,000		8,617,841
Oil, Gas & Consumable Fuels - 5.7%
LinnCo LLC	1,913,827		61,606,091
Northern Oil & Gas, Inc. (a)(d)	1,191,937		17,330,764
World Fuel Services Corp.	2,023,800		86,456,736
			165,393,591
TOTAL ENERGY			174,011,432
Common Stocks - continued
	Shares		Value
FINANCIALS - 38.9%
Capital Markets - 3.9%
Federated Investors, Inc. Class B (non-vtg.) (d)	3,149,963		$ 84,702,505
Waddell & Reed Financial, Inc. Class A	439,100		28,462,462
			113,164,967
Commercial Banks - 14.0%
Associated Banc-Corp.	2,945,300		48,509,091
CapitalSource, Inc.	4,819,900		66,177,227
City National Corp.	840,300		60,795,705
CVB Financial Corp.	861,688		12,856,385
First Citizen Bancshares, Inc.	246,324		54,496,722
National Penn Bancshares, Inc.	2,879,900		29,893,362
PacWest Bancorp (d)	1,351,400		54,204,654
TCF Financial Corp.	5,039,800		81,140,780
			408,073,926
Consumer Finance - 2.3%
Cash America International, Inc. (d)	591,600		21,729,468
EZCORP, Inc. (non-vtg.) Class A (a)	1,384,188		15,198,384
World Acceptance Corp. (a)(d)	310,900		29,750,021
			66,677,873
Insurance - 9.4%
Aspen Insurance Holdings Ltd.	1,599,400		62,216,660
Endurance Specialty Holdings Ltd.	1,486,000		77,851,540
Platinum Underwriters Holdings Ltd.	1,021,399		58,056,319
ProAssurance Corp.	793,200		36,852,072
StanCorp Financial Group, Inc.	631,300		40,561,025
			275,537,616
Real Estate Investment Trusts - 5.9%
DCT Industrial Trust, Inc.	8,229,086		59,249,419
Franklin Street Properties Corp.	3,480,800		41,734,792
Highwoods Properties, Inc. (SBI)	1,125,930		41,817,040
National Retail Properties, Inc. (d)	883,400		29,328,880
			172,130,131
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - 3.4%
Astoria Financial Corp.	3,403,499		$ 45,062,327
Washington Federal, Inc.	2,523,500		55,214,180
			100,276,507
TOTAL FINANCIALS			1,135,861,020
HEALTH CARE - 5.5%
Health Care Equipment & Supplies - 2.2%
Hill-Rom Holdings, Inc.	773,200		28,043,964
Integra LifeSciences Holdings Corp. (a)	809,200		37,595,432
			65,639,396
Health Care Providers & Services - 3.3%
AmSurg Corp. (a)	983,800		41,073,650
Chemed Corp.	432,900		34,164,468
MEDNAX, Inc. (a)	354,600		19,729,944
			94,968,062
TOTAL HEALTH CARE			160,607,458
INDUSTRIALS - 14.8%
Commercial Services & Supplies - 6.7%
ACCO Brands Corp. (a)(e)	7,611,200		44,221,072
HNI Corp.	1,106,398		37,960,515
Knoll, Inc.	1,269,800		21,078,680
Quad/Graphics, Inc. (e)	1,797,800		41,223,554
United Stationers, Inc.	1,221,398		50,602,519
			195,086,340
Electrical Equipment - 4.2%
AZZ, Inc.	416,900		17,430,589
EnerSys	743,700		50,616,222
GrafTech International Ltd. (a)(d)	5,212,200		53,425,050
			121,471,861
Machinery - 1.6%
Blount International, Inc. (a)	2,250,200		28,847,564
Columbus McKinnon Corp. (NY Shares) (a)	776,000		19,182,720
			48,030,284
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - 2.3%
WESCO International, Inc. (a)	792,933		$ 65,781,722
TOTAL INDUSTRIALS			430,370,207
INFORMATION TECHNOLOGY - 13.5%
Communications Equipment - 1.3%
Polycom, Inc. (a)	3,242,475		38,682,727
Electronic Equipment & Components - 5.4%
Ingram Micro, Inc. Class A (a)	2,248,300		56,252,466
SYNNEX Corp. (a)	437,300		24,554,395
Tech Data Corp. (a)	1,411,373		76,101,232
			156,908,093
Internet Software & Services - 1.5%
j2 Global, Inc. (d)	929,300		42,143,755
IT Services - 2.1%
CACI International, Inc. Class A (a)	828,334		61,313,283
Software - 3.2%
Monotype Imaging Holdings, Inc.	1,342,700		39,166,559
SS&C Technologies Holdings, Inc. (a)	1,418,900		55,081,698
			94,248,257
TOTAL INFORMATION TECHNOLOGY			393,296,115
MATERIALS - 3.7%
Chemicals - 1.0%
PolyOne Corp.	822,700		29,255,212
Metals & Mining - 2.7%
Carpenter Technology Corp.	287,280		16,693,841
Haynes International, Inc.	489,903		25,053,639
RTI International Metals, Inc. (a)	1,230,500		38,293,160
			80,040,640
TOTAL MATERIALS			109,295,852
UTILITIES - 3.7%
Electric Utilities - 2.7%
El Paso Electric Co.	125,000		4,553,750
IDACORP, Inc.	653,216		34,444,080
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Electric Utilities - continued
UIL Holdings Corp.	1,014,500		$ 39,230,715
UNS Energy Corp.	28,000		1,676,640
			79,905,185
Gas Utilities - 1.0%
Southwest Gas Corp.	547,656		29,425,557
TOTAL UTILITIES			109,330,742
TOTAL COMMON STOCKS (Cost $2,288,646,325)		2,916,602,312
Money Market Funds - 3.8%

Fidelity Cash Central Fund, 0.10% (b)	20,751,464		20,751,464
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	91,191,481		91,191,481
TOTAL MONEY MARKET FUNDS (Cost $111,942,945)		111,942,945
TOTAL INVESTMENT PORTFOLIO - 103.8% (Cost $2,400,589,270)		3,028,545,257
NET OTHER ASSETS (LIABILITIES) - (3.8)%		(111,744,809)
NET ASSETS - 100%		$ 2,916,800,448

Legend

(a) Non-income producing

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 6,991
Fidelity Securities Lending Cash Central Fund	144,587
Total	$ 151,578

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds*	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 70,270,150	$ 3,955,917	$ 21,579,480	$ -	$ 44,221,072
Astoria Financial Corp.	63,439,988	-	24,073,100	344,140	-
Blount International, Inc.	39,210,500	-	9,552,864	-	-
CACI International, Inc. Class A	84,031,458	-	31,369,100	-	-
Columbus McKinnon Corp. (NY Shares)	23,226,000	-	7,378,820	-	-
Franklin Street Properties Corp.	63,888,000	6,710,106	24,031,632	1,107,751	-
GrafTech International Ltd.	57,971,680	-	28,363,648	-	-
HNI Corp.	97,287,208	-	54,579,308	929,544	-
Monotype Imaging Holdings, Inc.	61,318,401	-	32,914,272	220,014	-
Platinum Underwriters Holdings Ltd.	85,165,691	-	27,962,736	199,000	-
Quad/Graphics, Inc.	75,007,000	-	22,105,440	1,341,840	41,223,554
Regis Corp.	57,598,920	-	27,623,343	337,920	-
RTI International Metals, Inc.	57,622,000	-	22,511,670	-	-
Tech Data Corp.	98,763,117	6,654,871	33,879,384	-	-
Valassis Communications, Inc.	60,210,064	211,335	26,816,910	1,121,822	-
Total	$ 995,010,177	$ 17,532,229	$ 394,741,707	$ 5,602,031	$ 85,444,626

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

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

Semiannual Report

Investments (Unaudited) - continued

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 346,022,397	$ 334,061,306	$ 11,961,091	$ -
Consumer Staples	57,807,089	57,807,089	-	-
Energy	174,011,432	174,011,432	-	-
Financials	1,135,861,020	1,135,861,020	-	-
Health Care	160,607,458	160,607,458	-	-
Industrials	430,370,207	430,370,207	-	-
Information Technology	393,296,115	393,296,115	-	-
Materials	109,295,852	109,295,852	-	-
Utilities	109,330,742	109,330,742	-	-
Money Market Funds	111,942,945	111,942,945	-	-
Total Investments in Securities:	$ 3,028,545,257	$ 3,016,584,166	$ 11,961,091	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $88,154,880) - See accompanying schedule: Unaffiliated issuers (cost $2,206,969,165)	$ 2,831,157,686
Fidelity Central Funds (cost $111,942,945)	111,942,945
Other affiliated issuers (cost $81,677,160)	85,444,626
Total Investments (cost $2,400,589,270)		$ 3,028,545,257
Cash		3
Receivable for investments sold		3,460,931
Receivable for fund shares sold		4,651,602
Dividends receivable		1,540,280
Distributions receivable from Fidelity Central Funds		25,445
Prepaid expenses		9,902
Other receivables		25,836
Total assets		3,038,259,256

Liabilities
Payable for investments purchased	$ 14,617,749
Payable for fund shares redeemed	12,795,961
Accrued management fee	2,056,320
Distribution and service plan fees payable	178,099
Other affiliated payables	571,176
Other payables and accrued expenses	48,022
Collateral on securities loaned, at value	91,191,481
Total liabilities		121,458,808

Net Assets		$ 2,916,800,448
Net Assets consist of:
Paid in capital		$ 1,662,913,879
Undistributed net investment income		3,736,210
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		622,194,372
Net unrealized appreciation (depreciation) on investments		627,955,987
Net Assets		$ 2,916,800,448

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($274,576,673 ÷ 14,620,383 shares)		$ 18.78

Maximum offering price per share (100/94.25 of $18.78)		$ 19.93
Class T: Net Asset Value and redemption price per share ($108,515,815 ÷ 5,866,165 shares)		$ 18.50

Maximum offering price per share (100/96.50 of $18.50)		$ 19.17
Class B: Net Asset Value and offering price per share ($6,204,213 ÷ 349,095 shares)^A		$ 17.77

Class C: Net Asset Value and offering price per share ($75,268,931 ÷ 4,233,056 shares)^A		$ 17.78

Small Cap Value: Net Asset Value, offering price and redemption price per share ($2,091,843,660 ÷ 109,941,860 shares)		$ 19.03

Institutional Class: Net Asset Value, offering price and redemption price per share ($360,391,156 ÷ 18,937,163 shares)		$ 19.03

^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 January 31, 2014 (Unaudited)

Investment Income
Dividends (including $5,602,031 earned from other affiliated issuers)		$ 28,095,168
Interest		45
Income from Fidelity Central Funds		151,578
Total income		28,246,791

Expenses
Management fee Basic fee	$ 12,901,730
Performance adjustment	2,371,365
Transfer agent fees	3,343,704
Distribution and service plan fees	1,046,776
Accounting and security lending fees	501,170
Custodian fees and expenses	38,706
Independent trustees' compensation	8,373
Registration fees	117,442
Audit	36,084
Legal	9,227
Interest	652
Miscellaneous	13,392
Total expenses before reductions	20,388,621
Expense reductions	(64,726)	20,323,895
Net investment income (loss)		7,922,896
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	237,117,609
Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $109,056,467)	464,750,352
Other affiliated issuers	23,123,330
Foreign currency transactions	(6,668)
Total net realized gain (loss)		724,984,623
Change in net unrealized appreciation (depreciation) on: Investment securities	(547,689,270)
Assets and liabilities in foreign currencies	(1,683)
Total change in net unrealized appreciation (depreciation)		(547,690,953)
Net gain (loss)		177,293,670
Net increase (decrease) in net assets resulting from operations		$ 185,216,566

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,922,896	$ 24,107,442
Net realized gain (loss)	724,984,623	300,684,864
Change in net unrealized appreciation (depreciation)	(547,690,953)	820,354,516
Net increase (decrease) in net assets resulting from operations	185,216,566	1,145,146,822
Distributions to shareholders from net investment income	(10,662,064)	(21,412,021)
Distributions to shareholders from net realized gain	(362,625,428)	(85,195,362)
Total distributions	(373,287,492)	(106,607,383)
Share transactions - net increase (decrease)	(1,125,925,636)	507,448,391
Redemption fees	389,526	726,904
Total increase (decrease) in net assets	(1,313,607,036)	1,546,714,734

Net Assets
Beginning of period	4,230,407,484	2,683,692,750
End of period (including undistributed net investment income of $3,736,210 and undistributed net investment income of $6,475,378, respectively)	$ 2,916,800,448	$ 4,230,407,484

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.96	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Income from Investment Operations
Net investment income (loss)^D	.02	.07	.01	.01^G	.02^H	.08
Net realized and unrealized gain (loss)	.74	5.57	.30	2.22	2.33	(.60)
Total from investment operations	.76	5.64	.31	2.23	2.35	(.52)
Distributions from net investment income	(.01)	(.07)	(.01)	(.08)	(.03)	(.06)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.94)	(.54)	(.93)^K	(.20)	(.03)	(.17)
Redemption fees added to paid in capital ^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 18.78	$ 19.96	$ 14.86	$ 15.48	$ 13.45	$ 11.13
Total Return^B,C	4.00%	39.09%	3.24%	16.72%	21.16%	(4.37)%
Ratios to Average Net Assets^E,I
Expenses before reductions	1.35%^A	1.36%	1.44%	1.44%	1.47%	1.45%
Expenses net of fee waivers, if any	1.35%^A	1.36%	1.44%	1.43%	1.40%	1.40%
Expenses net of all reductions	1.34%^A	1.36%	1.44%	1.43%	1.39%	1.40%
Net investment income (loss)	.18%^A	.41%	.09%	.06%^G	.17%^H	.81%
Supplemental Data
Net assets, end of period (000 omitted)	$ 274,577	$ 275,265	$ 150,285	$ 140,707	$ 96,994	$ 55,029
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the sales charges. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%. ^IExpense 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. ^JAmount represents less than $.01 per share. ^KTotal distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.70	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Income from Investment Operations
Net investment income (loss)^D	(.01)	.03	(.02)	(.03)^G	(.01)^H	.05
Net realized and unrealized gain (loss)	.74	5.50	.31	2.20	2.31	(.59)
Total from investment operations	.73	5.53	.29	2.17	2.30	(.54)
Distributions from net investment income	-	(.06)	-	(.05)	(.01)	(.04)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.93)	(.53)	(.93)	(.17)	(.01)	(.15)
Redemption fees added to paid in capital ^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 18.50	$ 19.70	$ 14.70	$ 15.34	$ 13.34	$ 11.05
Total Return^B,C	3.89%	38.70%	3.08%	16.36%	20.87%	(4.57)%
Ratios to Average Net Assets^E,I
Expenses before reductions	1.59%^A	1.60%	1.67%	1.70%	1.72%	1.70%
Expenses net of fee waivers, if any	1.59%^A	1.60%	1.67%	1.69%	1.65%	1.65%
Expenses net of all reductions	1.58%^A	1.59%	1.67%	1.69%	1.64%	1.65%
Net investment income (loss)	(.06)%^A	.18%	(.14)%	(.19)%^G	(.08)%^H	.56%
Supplemental Data
Net assets, end of period (000 omitted)	$ 108,516	$ 107,444	$ 57,514	$ 55,845	$ 44,091	$ 28,534
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the sales charges. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.35)%. ^IExpense 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. ^JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.06	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Income from Investment Operations
Net investment income (loss)^D	(.06)	(.06)	(.09)	(.10)^G	(.07)^H	.01
Net realized and unrealized gain (loss)	.70	5.34	.29	2.15	2.27	(.59)
Total from investment operations	.64	5.28	.20	2.05	2.20	(.58)
Distributions from net investment income	-	(.02)	-	(.01)	-	(.03)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.93)	(.49)	(.93)	(.13)	-	(.14)
Redemption fees added to paid in capital ^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 17.77	$ 19.06	$ 14.27	$ 15.00	$ 13.08	$ 10.88
Total Return^B,C	3.53%	38.07%	2.51%	15.80%	20.22%	(5.05)%
Ratios to Average Net Assets^E,I
Expenses before reductions	2.17%^A	2.15%	2.19%	2.20%	2.22%	2.20%
Expenses net of fee waivers, if any	2.17%^A	2.15%	2.19%	2.19%	2.15%	2.15%
Expenses net of all reductions	2.16%^A	2.14%	2.19%	2.19%	2.14%	2.15%
Net investment income (loss)	(.64)%^A	(.37)%	(.66)%	(.69)%^G	(.58)%^H	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,204	$ 7,052	$ 6,675	$ 8,549	$ 9,747	$ 7,153
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the contingent deferred sales charge. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%. ^IExpense 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. ^JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.06	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Income from Investment Operations
Net investment income (loss)^D	(.05)	(.06)	(.09)	(.10)^G	(.07)^H	.01
Net realized and unrealized gain (loss)	.70	5.34	.29	2.17	2.26	(.58)
Total from investment operations	.65	5.28	.20	2.07	2.19	(.57)
Distributions from net investment income	-	(.03)	-	(.02)	-	(.03)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.93)	(.50)	(.93)	(.14)	-	(.14)
Redemption fees added to paid in capital^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 17.78	$ 19.06	$ 14.28	$ 15.01	$ 13.08	$ 10.89
Total Return^B,C	3.58%	38.00%	2.52%	15.91%	20.11%	(4.98)%
Ratios to Average Net Assets^E,I
Expenses before reductions	2.11%^A	2.13%	2.19%	2.18%	2.22%	2.20%
Expenses net of fee waivers, if any	2.11%^A	2.13%	2.19%	2.18%	2.15%	2.15%
Expenses net of all reductions	2.11%^A	2.12%	2.19%	2.18%	2.14%	2.15%
Net investment income (loss)	(.58)%^A	(.35)%	(.66)%	(.68)%^G	(.58)%^H	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 75,269	$ 76,018	$ 47,265	$ 47,457	$ 37,346	$ 21,345
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the contingent deferred sales charge. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%. ^IExpense 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. ^JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Small Cap Value

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.22	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Income from Investment Operations
Net investment income (loss)^C	.05	.12	.06	.06^F	.05^G	.10
Net realized and unrealized gain (loss)	.75	5.63	.32	2.23	2.34	(.60)
Total from investment operations	.80	5.75	.38	2.29	2.39	(.50)
Distributions from net investment income	(.06)	(.11)	(.02)	(.10)	(.05)	(.08)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(1.99)	(.58)	(.95)	(.23)	(.05)	(.19)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-	-
Net asset value, end of period	$ 19.03	$ 20.22	$ 15.05	$ 15.62	$ 13.56	$ 11.22
Total Return^B	4.16%	39.45%	3.67%	17.03%	21.32%	(4.15)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.06%^A	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of fee waivers, if any	1.06%^A	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of all reductions	1.06%^A	1.06%	1.13%	1.13%	1.17%	1.20%
Net investment income (loss)	.47%^A	.71%	.41%	.37%^F	.39%^G	1.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,091,844	$ 2,672,854	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736
Portfolio turnover rate^E	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CCalculated based on average shares outstanding during the period. ^DFees 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. ^EAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^FInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%. ^HExpense 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. ^IAmount represents less than $.01 per share.

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.23	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Income from Investment Operations
Net investment income (loss)^C	.04	.12	.06	.06^F	.06^G	.10
Net realized and unrealized gain (loss)	.75	5.65	.31	2.23	2.34	(.59)
Total from investment operations	.79	5.77	.37	2.29	2.40	(.49)
Distributions from net investment income	(.06)	(.12)	(.02)	(.11)	(.06)	(.07)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(1.99)	(.59)	(.95)	(.24)	(.06)	(.18)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-	-
Net asset value, end of period	$ 19.03	$ 20.23	$ 15.05	$ 15.63	$ 13.58	$ 11.24
Total Return^B	4.12%	39.54%	3.59%	17.02%	21.42%	(4.04)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.07%^A	1.07%	1.14%	1.10%	1.12%	1.20%
Expenses net of fee waivers, if any	1.07%^A	1.07%	1.14%	1.10%	1.12%	1.15%
Expenses net of all reductions	1.07%^A	1.06%	1.14%	1.10%	1.12%	1.15%
Net investment income (loss)	.45%^A	.70%	.39%	.39%^F	.45%^G	1.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 360,391	$ 359,582	$ 138,981	$ 101,565	$ 78,440	$ 10,336
Portfolio turnover rate^E	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CCalculated based on average shares outstanding during the period. ^DFees 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. ^EAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^FInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%. ^HExpense 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. ^IAmount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

Fidelity® Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (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, Small Cap Value and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Effective after the close of business on March 1, 2013, the Fund's other share classes were closed to new accounts with certain exceptions. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013 and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

Semiannual Report

3. Significant Accounting Policies.

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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

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 January 31, 2014, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income 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.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions 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	$ 721,309,023
Gross unrealized depreciation	(93,788,089)
Net unrealized appreciation (depreciation) on securities and other investments	$ 627,520,934

Tax cost	$ 2,401,024,323

4. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $480,538,473 and $1,961,345,758, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Small Cap Value as compared to its benchmark index, the Russell 2000® Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .82% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 352,091	$ 3,079
Class T	.25%	.25%	275,386	-
Class B	.75%	.25%	33,992	25,511
Class C	.75%	.25%	385,307	58,380
			$ 1,046,776	$ 86,970

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 7,358
Class T	2,365
Class B*	1,758
Class C*	1,443
	$ 12,924

* 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.

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

	Amount	% of Average Net Assets*
Class A	$ 330,479	.23
Class T	122,770	.22
Class B	10,309	.30
Class C	94,615	.25
Small Cap Value	2,392,222	.20
Institutional Class	393,309	.21
	$ 3,343,704

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 11,791,333	.33%	$ 652

Redemptions In-Kind. During the period, 67,200,853 shares of the Fund held by affiliated entities were redeemed for investments with a value of $1,338,424,445. The net realized gain of $464,750,352 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,343 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

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. 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 $144,587, including $3,367 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $35,024.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014^A	Year ended July 31, 2013
From net investment income
Class A	$ 171,608	$ 785,355
Class T	-	231,402
Class B	-	9,411
Class C	-	90,526
Small Cap Value	7,284,771	13,318,853
Class F	2,011,606	5,669,081
Institutional Class	1,194,079	1,307,393
Total	$ 10,662,064	$ 21,412,021
From net realized gain
Class A	$ 26,941,211	$ 5,001,914
Class T	10,672,381	1,871,336
Class B	695,128	211,601
Class C	7,761,033	1,589,582
Small Cap Value	236,011,967	54,759,308
Class F	44,973,770	17,097,966
Institutional Class	35,569,938	4,663,655
Total	$ 362,625,428	$ 85,195,362

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

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class A
Shares sold	1,434,827	6,665,265	$ 27,954,480	$ 113,825,347
Reinvestment of distributions	1,371,738	357,182	25,837,208	5,478,656
Shares redeemed	(1,973,837)	(3,345,663)	(38,355,611)	(56,976,312)
Net increase (decrease)	832,728	3,676,784	$ 15,436,077	$ 62,327,691
Class T
Shares sold	648,069	2,420,486	$ 12,444,140	$ 41,524,163
Reinvestment of distributions	566,918	135,952	10,525,152	2,060,454
Shares redeemed	(801,626)	(1,017,057)	(15,318,294)	(17,196,752)
Net increase (decrease)	413,361	1,539,381	$ 7,650,998	$ 26,387,865

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class B
Shares sold	8,660	63,699	$ 158,532	$ 1,033,590
Reinvestment of distributions	33,965	12,922	607,035	189,673
Shares redeemed	(63,576)	(174,192)	(1,170,480)	(2,861,489)
Net increase (decrease)	(20,951)	(97,571)	$ (404,913)	$ (1,638,226)
Class C
Shares sold	193,087	1,262,288	$ 3,562,363	$ 20,129,471
Reinvestment of distributions	378,946	98,556	6,778,684	1,448,319
Shares redeemed	(327,271)	(683,043)	(6,063,715)	(11,003,236)
Net increase (decrease)	244,762	677,801	$ 4,277,332	$ 10,574,554
Small Cap Value
Shares sold	10,785,651	46,643,321	$ 212,570,849	$ 815,184,196
Reinvestment of distributions	11,711,856	4,065,017	222,752,764	63,037,497
Shares redeemed	(44,730,326)^B	(35,306,999)	(887,023,649)^B	(618,245,939)
Net increase (decrease)	(22,232,819)	15,401,339	$ (451,700,036)	$ 259,975,754
Class F
Shares sold	879,716	7,943,352	$ 17,390,991	$ 133,806,197
Reinvestment of distributions	2,497,893	1,465,154	46,985,376	22,767,047
Shares redeemed	(39,476,567)^B	(8,168,596)	(787,183,278)^B	(151,555,822)
Net increase (decrease)	(36,098,958)	1,239,910	$ (722,806,911)	$ 5,017,422
Institutional Class
Shares sold	2,596,694	11,988,758	$ 51,209,213	$ 206,274,907
Reinvestment of distributions	1,739,424	337,968	33,193,653	5,246,517
Shares redeemed	(3,173,584)	(3,783,835)	(62,781,049)	(66,718,093)
Net increase (decrease)	1,162,534	8,542,891	$ 21,621,817	$ 144,803,331

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

^BAmount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCV-USAN-0314
1.803737.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Small Cap Value

Fund - Institutional Class

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Small Cap Value Fund

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Class A	1.35%
Actual		$ 1,000.00	$ 1,040.00	$ 6.94
Hypothetical^A		$ 1,000.00	$ 1,018.40	$ 6.87
Class T	1.59%
Actual		$ 1,000.00	$ 1,038.90	$ 8.17
Hypothetical^A		$ 1,000.00	$ 1,017.19	$ 8.08
Class B	2.17%
Actual		$ 1,000.00	$ 1,035.30	$ 11.13
Hypothetical^A		$ 1,000.00	$ 1,014.27	$ 11.02
Class C	2.11%
Actual		$ 1,000.00	$ 1,035.80	$ 10.83
Hypothetical^A		$ 1,000.00	$ 1,014.57	$ 10.71
Small Cap Value	1.06%
Actual		$ 1,000.00	$ 1,041.60	$ 5.45
Hypothetical^A		$ 1,000.00	$ 1,019.86	$ 5.40
Institutional Class	1.07%
Actual		$ 1,000.00	$ 1,041.20	$ 5.51
Hypothetical^A		$ 1,000.00	$ 1,019.81	$ 5.45

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
World Fuel Services Corp.	3.0	0.0
Federated Investors, Inc. Class B (non-vtg.)	2.9	3.2
TCF Financial Corp.	2.8	2.8
Endurance Specialty Holdings Ltd.	2.7	1.9
Tech Data Corp.	2.6	2.3
CapitalSource, Inc.	2.3	2.3
WESCO International, Inc.	2.3	2.1
Aspen Insurance Holdings Ltd.	2.1	2.0
Aarons, Inc. Class A	2.1	0.0
LinnCo LLC	2.1	2.1
	24.9
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	38.9	37.7
Industrials	14.8	14.7
Information Technology	13.5	13.6
Consumer Discretionary	11.9	13.8
Energy	6.0	4.8

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Stocks 100.0%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		7.5%	** Foreign investments		6.6%

ang393327

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 100.0%
	Shares		Value
CONSUMER DISCRETIONARY - 11.9%
Diversified Consumer Services - 0.7%
Regis Corp.	1,515,900		$ 18,691,047
Household Durables - 1.2%
Tempur Sealy International, Inc. (a)	723,900		35,681,031
Media - 1.4%
Valassis Communications, Inc.	1,215,741		41,335,194
Multiline Retail - 1.1%
Big Lots, Inc. (a)	1,212,700		32,488,233
Specialty Retail - 7.3%
Aarons, Inc. Class A	2,295,100		61,715,239
Asbury Automotive Group, Inc. (a)	294,500		13,847,390
Genesco, Inc. (a)	617,728		43,376,860
Murphy U.S.A., Inc.	1,040,715		40,317,299
Rent-A-Center, Inc.	1,646,367		41,060,393
Tsutsumi Jewelry Co. Ltd.	520,900		11,961,091
			212,278,272
Textiles, Apparel & Luxury Goods - 0.2%
Vera Bradley, Inc. (a)(d)	231,000		5,548,620
TOTAL CONSUMER DISCRETIONARY			346,022,397
CONSUMER STAPLES - 2.0%
Food Products - 1.7%
Post Holdings, Inc. (a)	931,300		49,852,489
Tobacco - 0.3%
Universal Corp. (d)	155,000		7,954,600
TOTAL CONSUMER STAPLES			57,807,089
ENERGY - 6.0%
Energy Equipment & Services - 0.3%
ShawCor Ltd. Class A	236,000		8,617,841
Oil, Gas & Consumable Fuels - 5.7%
LinnCo LLC	1,913,827		61,606,091
Northern Oil & Gas, Inc. (a)(d)	1,191,937		17,330,764
World Fuel Services Corp.	2,023,800		86,456,736
			165,393,591
TOTAL ENERGY			174,011,432
Common Stocks - continued
	Shares		Value
FINANCIALS - 38.9%
Capital Markets - 3.9%
Federated Investors, Inc. Class B (non-vtg.) (d)	3,149,963		$ 84,702,505
Waddell & Reed Financial, Inc. Class A	439,100		28,462,462
			113,164,967
Commercial Banks - 14.0%
Associated Banc-Corp.	2,945,300		48,509,091
CapitalSource, Inc.	4,819,900		66,177,227
City National Corp.	840,300		60,795,705
CVB Financial Corp.	861,688		12,856,385
First Citizen Bancshares, Inc.	246,324		54,496,722
National Penn Bancshares, Inc.	2,879,900		29,893,362
PacWest Bancorp (d)	1,351,400		54,204,654
TCF Financial Corp.	5,039,800		81,140,780
			408,073,926
Consumer Finance - 2.3%
Cash America International, Inc. (d)	591,600		21,729,468
EZCORP, Inc. (non-vtg.) Class A (a)	1,384,188		15,198,384
World Acceptance Corp. (a)(d)	310,900		29,750,021
			66,677,873
Insurance - 9.4%
Aspen Insurance Holdings Ltd.	1,599,400		62,216,660
Endurance Specialty Holdings Ltd.	1,486,000		77,851,540
Platinum Underwriters Holdings Ltd.	1,021,399		58,056,319
ProAssurance Corp.	793,200		36,852,072
StanCorp Financial Group, Inc.	631,300		40,561,025
			275,537,616
Real Estate Investment Trusts - 5.9%
DCT Industrial Trust, Inc.	8,229,086		59,249,419
Franklin Street Properties Corp.	3,480,800		41,734,792
Highwoods Properties, Inc. (SBI)	1,125,930		41,817,040
National Retail Properties, Inc. (d)	883,400		29,328,880
			172,130,131
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - 3.4%
Astoria Financial Corp.	3,403,499		$ 45,062,327
Washington Federal, Inc.	2,523,500		55,214,180
			100,276,507
TOTAL FINANCIALS			1,135,861,020
HEALTH CARE - 5.5%
Health Care Equipment & Supplies - 2.2%
Hill-Rom Holdings, Inc.	773,200		28,043,964
Integra LifeSciences Holdings Corp. (a)	809,200		37,595,432
			65,639,396
Health Care Providers & Services - 3.3%
AmSurg Corp. (a)	983,800		41,073,650
Chemed Corp.	432,900		34,164,468
MEDNAX, Inc. (a)	354,600		19,729,944
			94,968,062
TOTAL HEALTH CARE			160,607,458
INDUSTRIALS - 14.8%
Commercial Services & Supplies - 6.7%
ACCO Brands Corp. (a)(e)	7,611,200		44,221,072
HNI Corp.	1,106,398		37,960,515
Knoll, Inc.	1,269,800		21,078,680
Quad/Graphics, Inc. (e)	1,797,800		41,223,554
United Stationers, Inc.	1,221,398		50,602,519
			195,086,340
Electrical Equipment - 4.2%
AZZ, Inc.	416,900		17,430,589
EnerSys	743,700		50,616,222
GrafTech International Ltd. (a)(d)	5,212,200		53,425,050
			121,471,861
Machinery - 1.6%
Blount International, Inc. (a)	2,250,200		28,847,564
Columbus McKinnon Corp. (NY Shares) (a)	776,000		19,182,720
			48,030,284
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - 2.3%
WESCO International, Inc. (a)	792,933		$ 65,781,722
TOTAL INDUSTRIALS			430,370,207
INFORMATION TECHNOLOGY - 13.5%
Communications Equipment - 1.3%
Polycom, Inc. (a)	3,242,475		38,682,727
Electronic Equipment & Components - 5.4%
Ingram Micro, Inc. Class A (a)	2,248,300		56,252,466
SYNNEX Corp. (a)	437,300		24,554,395
Tech Data Corp. (a)	1,411,373		76,101,232
			156,908,093
Internet Software & Services - 1.5%
j2 Global, Inc. (d)	929,300		42,143,755
IT Services - 2.1%
CACI International, Inc. Class A (a)	828,334		61,313,283
Software - 3.2%
Monotype Imaging Holdings, Inc.	1,342,700		39,166,559
SS&C Technologies Holdings, Inc. (a)	1,418,900		55,081,698
			94,248,257
TOTAL INFORMATION TECHNOLOGY			393,296,115
MATERIALS - 3.7%
Chemicals - 1.0%
PolyOne Corp.	822,700		29,255,212
Metals & Mining - 2.7%
Carpenter Technology Corp.	287,280		16,693,841
Haynes International, Inc.	489,903		25,053,639
RTI International Metals, Inc. (a)	1,230,500		38,293,160
			80,040,640
TOTAL MATERIALS			109,295,852
UTILITIES - 3.7%
Electric Utilities - 2.7%
El Paso Electric Co.	125,000		4,553,750
IDACORP, Inc.	653,216		34,444,080
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Electric Utilities - continued
UIL Holdings Corp.	1,014,500		$ 39,230,715
UNS Energy Corp.	28,000		1,676,640
			79,905,185
Gas Utilities - 1.0%
Southwest Gas Corp.	547,656		29,425,557
TOTAL UTILITIES			109,330,742
TOTAL COMMON STOCKS (Cost $2,288,646,325)		2,916,602,312
Money Market Funds - 3.8%

Fidelity Cash Central Fund, 0.10% (b)	20,751,464		20,751,464
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	91,191,481		91,191,481
TOTAL MONEY MARKET FUNDS (Cost $111,942,945)		111,942,945
TOTAL INVESTMENT PORTFOLIO - 103.8% (Cost $2,400,589,270)		3,028,545,257
NET OTHER ASSETS (LIABILITIES) - (3.8)%		(111,744,809)
NET ASSETS - 100%		$ 2,916,800,448

Legend

(a) Non-income producing

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 6,991
Fidelity Securities Lending Cash Central Fund	144,587
Total	$ 151,578

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds*	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 70,270,150	$ 3,955,917	$ 21,579,480	$ -	$ 44,221,072
Astoria Financial Corp.	63,439,988	-	24,073,100	344,140	-
Blount International, Inc.	39,210,500	-	9,552,864	-	-
CACI International, Inc. Class A	84,031,458	-	31,369,100	-	-
Columbus McKinnon Corp. (NY Shares)	23,226,000	-	7,378,820	-	-
Franklin Street Properties Corp.	63,888,000	6,710,106	24,031,632	1,107,751	-
GrafTech International Ltd.	57,971,680	-	28,363,648	-	-
HNI Corp.	97,287,208	-	54,579,308	929,544	-
Monotype Imaging Holdings, Inc.	61,318,401	-	32,914,272	220,014	-
Platinum Underwriters Holdings Ltd.	85,165,691	-	27,962,736	199,000	-
Quad/Graphics, Inc.	75,007,000	-	22,105,440	1,341,840	41,223,554
Regis Corp.	57,598,920	-	27,623,343	337,920	-
RTI International Metals, Inc.	57,622,000	-	22,511,670	-	-
Tech Data Corp.	98,763,117	6,654,871	33,879,384	-	-
Valassis Communications, Inc.	60,210,064	211,335	26,816,910	1,121,822	-
Total	$ 995,010,177	$ 17,532,229	$ 394,741,707	$ 5,602,031	$ 85,444,626

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

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

Semiannual Report

Investments (Unaudited) - continued

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 346,022,397	$ 334,061,306	$ 11,961,091	$ -
Consumer Staples	57,807,089	57,807,089	-	-
Energy	174,011,432	174,011,432	-	-
Financials	1,135,861,020	1,135,861,020	-	-
Health Care	160,607,458	160,607,458	-	-
Industrials	430,370,207	430,370,207	-	-
Information Technology	393,296,115	393,296,115	-	-
Materials	109,295,852	109,295,852	-	-
Utilities	109,330,742	109,330,742	-	-
Money Market Funds	111,942,945	111,942,945	-	-
Total Investments in Securities:	$ 3,028,545,257	$ 3,016,584,166	$ 11,961,091	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $88,154,880) - See accompanying schedule: Unaffiliated issuers (cost $2,206,969,165)	$ 2,831,157,686
Fidelity Central Funds (cost $111,942,945)	111,942,945
Other affiliated issuers (cost $81,677,160)	85,444,626
Total Investments (cost $2,400,589,270)		$ 3,028,545,257
Cash		3
Receivable for investments sold		3,460,931
Receivable for fund shares sold		4,651,602
Dividends receivable		1,540,280
Distributions receivable from Fidelity Central Funds		25,445
Prepaid expenses		9,902
Other receivables		25,836
Total assets		3,038,259,256

Liabilities
Payable for investments purchased	$ 14,617,749
Payable for fund shares redeemed	12,795,961
Accrued management fee	2,056,320
Distribution and service plan fees payable	178,099
Other affiliated payables	571,176
Other payables and accrued expenses	48,022
Collateral on securities loaned, at value	91,191,481
Total liabilities		121,458,808

Net Assets		$ 2,916,800,448
Net Assets consist of:
Paid in capital		$ 1,662,913,879
Undistributed net investment income		3,736,210
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		622,194,372
Net unrealized appreciation (depreciation) on investments		627,955,987
Net Assets		$ 2,916,800,448

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($274,576,673 ÷ 14,620,383 shares)		$ 18.78

Maximum offering price per share (100/94.25 of $18.78)		$ 19.93
Class T: Net Asset Value and redemption price per share ($108,515,815 ÷ 5,866,165 shares)		$ 18.50

Maximum offering price per share (100/96.50 of $18.50)		$ 19.17
Class B: Net Asset Value and offering price per share ($6,204,213 ÷ 349,095 shares)^A		$ 17.77

Class C: Net Asset Value and offering price per share ($75,268,931 ÷ 4,233,056 shares)^A		$ 17.78

Small Cap Value: Net Asset Value, offering price and redemption price per share ($2,091,843,660 ÷ 109,941,860 shares)		$ 19.03

Institutional Class: Net Asset Value, offering price and redemption price per share ($360,391,156 ÷ 18,937,163 shares)		$ 19.03

^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 January 31, 2014 (Unaudited)

Investment Income
Dividends (including $5,602,031 earned from other affiliated issuers)		$ 28,095,168
Interest		45
Income from Fidelity Central Funds		151,578
Total income		28,246,791

Expenses
Management fee Basic fee	$ 12,901,730
Performance adjustment	2,371,365
Transfer agent fees	3,343,704
Distribution and service plan fees	1,046,776
Accounting and security lending fees	501,170
Custodian fees and expenses	38,706
Independent trustees' compensation	8,373
Registration fees	117,442
Audit	36,084
Legal	9,227
Interest	652
Miscellaneous	13,392
Total expenses before reductions	20,388,621
Expense reductions	(64,726)	20,323,895
Net investment income (loss)		7,922,896
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	237,117,609
Redemption in-kind with affiliated entities (including gain from Other affiliated issuers of $109,056,467)	464,750,352
Other affiliated issuers	23,123,330
Foreign currency transactions	(6,668)
Total net realized gain (loss)		724,984,623
Change in net unrealized appreciation (depreciation) on: Investment securities	(547,689,270)
Assets and liabilities in foreign currencies	(1,683)
Total change in net unrealized appreciation (depreciation)		(547,690,953)
Net gain (loss)		177,293,670
Net increase (decrease) in net assets resulting from operations		$ 185,216,566

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,922,896	$ 24,107,442
Net realized gain (loss)	724,984,623	300,684,864
Change in net unrealized appreciation (depreciation)	(547,690,953)	820,354,516
Net increase (decrease) in net assets resulting from operations	185,216,566	1,145,146,822
Distributions to shareholders from net investment income	(10,662,064)	(21,412,021)
Distributions to shareholders from net realized gain	(362,625,428)	(85,195,362)
Total distributions	(373,287,492)	(106,607,383)
Share transactions - net increase (decrease)	(1,125,925,636)	507,448,391
Redemption fees	389,526	726,904
Total increase (decrease) in net assets	(1,313,607,036)	1,546,714,734

Net Assets
Beginning of period	4,230,407,484	2,683,692,750
End of period (including undistributed net investment income of $3,736,210 and undistributed net investment income of $6,475,378, respectively)	$ 2,916,800,448	$ 4,230,407,484

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

Semiannual Report

Financial Highlights - Class A

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.96	$ 14.86	$ 15.48	$ 13.45	$ 11.13	$ 11.82
Income from Investment Operations
Net investment income (loss)^D	.02	.07	.01	.01^G	.02^H	.08
Net realized and unrealized gain (loss)	.74	5.57	.30	2.22	2.33	(.60)
Total from investment operations	.76	5.64	.31	2.23	2.35	(.52)
Distributions from net investment income	(.01)	(.07)	(.01)	(.08)	(.03)	(.06)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.94)	(.54)	(.93)^K	(.20)	(.03)	(.17)
Redemption fees added to paid in capital ^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 18.78	$ 19.96	$ 14.86	$ 15.48	$ 13.45	$ 11.13
Total Return^B,C	4.00%	39.09%	3.24%	16.72%	21.16%	(4.37)%
Ratios to Average Net Assets^E,I
Expenses before reductions	1.35%^A	1.36%	1.44%	1.44%	1.47%	1.45%
Expenses net of fee waivers, if any	1.35%^A	1.36%	1.44%	1.43%	1.40%	1.40%
Expenses net of all reductions	1.34%^A	1.36%	1.44%	1.43%	1.39%	1.40%
Net investment income (loss)	.18%^A	.41%	.09%	.06%^G	.17%^H	.81%
Supplemental Data
Net assets, end of period (000 omitted)	$ 274,577	$ 275,265	$ 150,285	$ 140,707	$ 96,994	$ 55,029
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the sales charges. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%. ^IExpense 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. ^JAmount represents less than $.01 per share. ^KTotal distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.70	$ 14.70	$ 15.34	$ 13.34	$ 11.05	$ 11.74
Income from Investment Operations
Net investment income (loss)^D	(.01)	.03	(.02)	(.03)^G	(.01)^H	.05
Net realized and unrealized gain (loss)	.74	5.50	.31	2.20	2.31	(.59)
Total from investment operations	.73	5.53	.29	2.17	2.30	(.54)
Distributions from net investment income	-	(.06)	-	(.05)	(.01)	(.04)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.93)	(.53)	(.93)	(.17)	(.01)	(.15)
Redemption fees added to paid in capital ^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 18.50	$ 19.70	$ 14.70	$ 15.34	$ 13.34	$ 11.05
Total Return^B,C	3.89%	38.70%	3.08%	16.36%	20.87%	(4.57)%
Ratios to Average Net Assets^E,I
Expenses before reductions	1.59%^A	1.60%	1.67%	1.70%	1.72%	1.70%
Expenses net of fee waivers, if any	1.59%^A	1.60%	1.67%	1.69%	1.65%	1.65%
Expenses net of all reductions	1.58%^A	1.59%	1.67%	1.69%	1.64%	1.65%
Net investment income (loss)	(.06)%^A	.18%	(.14)%	(.19)%^G	(.08)%^H	.56%
Supplemental Data
Net assets, end of period (000 omitted)	$ 108,516	$ 107,444	$ 57,514	$ 55,845	$ 44,091	$ 28,534
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the sales charges. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.35)%. ^IExpense 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. ^JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.06	$ 14.27	$ 15.00	$ 13.08	$ 10.88	$ 11.60
Income from Investment Operations
Net investment income (loss)^D	(.06)	(.06)	(.09)	(.10)^G	(.07)^H	.01
Net realized and unrealized gain (loss)	.70	5.34	.29	2.15	2.27	(.59)
Total from investment operations	.64	5.28	.20	2.05	2.20	(.58)
Distributions from net investment income	-	(.02)	-	(.01)	-	(.03)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.93)	(.49)	(.93)	(.13)	-	(.14)
Redemption fees added to paid in capital ^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 17.77	$ 19.06	$ 14.27	$ 15.00	$ 13.08	$ 10.88
Total Return^B,C	3.53%	38.07%	2.51%	15.80%	20.22%	(5.05)%
Ratios to Average Net Assets^E,I
Expenses before reductions	2.17%^A	2.15%	2.19%	2.20%	2.22%	2.20%
Expenses net of fee waivers, if any	2.17%^A	2.15%	2.19%	2.19%	2.15%	2.15%
Expenses net of all reductions	2.16%^A	2.14%	2.19%	2.19%	2.14%	2.15%
Net investment income (loss)	(.64)%^A	(.37)%	(.66)%	(.69)%^G	(.58)%^H	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,204	$ 7,052	$ 6,675	$ 8,549	$ 9,747	$ 7,153
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the contingent deferred sales charge. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%. ^IExpense 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. ^JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 19.06	$ 14.28	$ 15.01	$ 13.08	$ 10.89	$ 11.60
Income from Investment Operations
Net investment income (loss)^D	(.05)	(.06)	(.09)	(.10)^G	(.07)^H	.01
Net realized and unrealized gain (loss)	.70	5.34	.29	2.17	2.26	(.58)
Total from investment operations	.65	5.28	.20	2.07	2.19	(.57)
Distributions from net investment income	-	(.03)	-	(.02)	-	(.03)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.12)	-	(.11)
Total distributions	(1.93)	(.50)	(.93)	(.14)	-	(.14)
Redemption fees added to paid in capital^D,J	-	-	-	-	-	-
Net asset value, end of period	$ 17.78	$ 19.06	$ 14.28	$ 15.01	$ 13.08	$ 10.89
Total Return^B,C	3.58%	38.00%	2.52%	15.91%	20.11%	(4.98)%
Ratios to Average Net Assets^E,I
Expenses before reductions	2.11%^A	2.13%	2.19%	2.18%	2.22%	2.20%
Expenses net of fee waivers, if any	2.11%^A	2.13%	2.19%	2.18%	2.15%	2.15%
Expenses net of all reductions	2.11%^A	2.12%	2.19%	2.18%	2.14%	2.15%
Net investment income (loss)	(.58)%^A	(.35)%	(.66)%	(.68)%^G	(.58)%^H	.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 75,269	$ 76,018	$ 47,265	$ 47,457	$ 37,346	$ 21,345
Portfolio turnover rate^F	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CTotal returns do not include the effect of the contingent deferred sales charge. ^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 $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06)%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.85)%. ^IExpense 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. ^JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Small Cap Value

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.22	$ 15.05	$ 15.62	$ 13.56	$ 11.22	$ 11.91
Income from Investment Operations
Net investment income (loss)^C	.05	.12	.06	.06^F	.05^G	.10
Net realized and unrealized gain (loss)	.75	5.63	.32	2.23	2.34	(.60)
Total from investment operations	.80	5.75	.38	2.29	2.39	(.50)
Distributions from net investment income	(.06)	(.11)	(.02)	(.10)	(.05)	(.08)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(1.99)	(.58)	(.95)	(.23)	(.05)	(.19)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-	-
Net asset value, end of period	$ 19.03	$ 20.22	$ 15.05	$ 15.62	$ 13.56	$ 11.22
Total Return^B	4.16%	39.45%	3.67%	17.03%	21.32%	(4.15)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.06%^A	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of fee waivers, if any	1.06%^A	1.07%	1.13%	1.13%	1.18%	1.20%
Expenses net of all reductions	1.06%^A	1.06%	1.13%	1.13%	1.17%	1.20%
Net investment income (loss)	.47%^A	.71%	.41%	.37%^F	.39%^G	1.01%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,091,844	$ 2,672,854	$ 1,756,962	$ 1,899,805	$ 1,770,675	$ 1,488,736
Portfolio turnover rate^E	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CCalculated based on average shares outstanding during the period. ^DFees 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. ^EAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^FInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01)%. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .12%. ^HExpense 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. ^IAmount represents less than $.01 per share.

Semiannual Report

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

Financial Highlights - Institutional Class

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 20.23	$ 15.05	$ 15.63	$ 13.58	$ 11.24	$ 11.91
Income from Investment Operations
Net investment income (loss)^C	.04	.12	.06	.06^F	.06^G	.10
Net realized and unrealized gain (loss)	.75	5.65	.31	2.23	2.34	(.59)
Total from investment operations	.79	5.77	.37	2.29	2.40	(.49)
Distributions from net investment income	(.06)	(.12)	(.02)	(.11)	(.06)	(.07)
Distributions from net realized gain	(1.93)	(.47)	(.93)	(.13)	-	(.11)
Total distributions	(1.99)	(.59)	(.95)	(.24)	(.06)	(.18)
Redemption fees added to paid in capital ^C,I	-	-	-	-	-	-
Net asset value, end of period	$ 19.03	$ 20.23	$ 15.05	$ 15.63	$ 13.58	$ 11.24
Total Return^B	4.12%	39.54%	3.59%	17.02%	21.42%	(4.04)%
Ratios to Average Net Assets^D,H
Expenses before reductions	1.07%^A	1.07%	1.14%	1.10%	1.12%	1.20%
Expenses net of fee waivers, if any	1.07%^A	1.07%	1.14%	1.10%	1.12%	1.15%
Expenses net of all reductions	1.07%^A	1.06%	1.14%	1.10%	1.12%	1.15%
Net investment income (loss)	.45%^A	.70%	.39%	.39%^F	.45%^G	1.06%
Supplemental Data
Net assets, end of period (000 omitted)	$ 360,391	$ 359,582	$ 138,981	$ 101,565	$ 78,440	$ 10,336
Portfolio turnover rate^E	26%^A	29%	27%	22%	49%	51%
^AAnnualized^BTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^CCalculated based on average shares outstanding during the period. ^DFees 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. ^EAmount does not include the portfolio activity of any underlying Fidelity Central Funds. ^FInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%. ^GInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .18%. ^HExpense 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. ^IAmount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

Semiannual Report

3. Significant Accounting Policies.

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions 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	$ 721,309,023
Gross unrealized depreciation	(93,788,089)
Net unrealized appreciation (depreciation) on securities and other investments	$ 627,520,934

Tax cost	$ 2,401,024,323

4. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $480,538,473 and $1,961,345,758, respectively.

5. Fees and Other Transactions with Affiliates.

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5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 352,091	$ 3,079
Class T	.25%	.25%	275,386	-
Class B	.75%	.25%	33,992	25,511
Class C	.75%	.25%	385,307	58,380
			$ 1,046,776	$ 86,970

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 7,358
Class T	2,365
Class B*	1,758
Class C*	1,443
	$ 12,924

* 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.

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

	Amount	% of Average Net Assets*
Class A	$ 330,479	.23
Class T	122,770	.22
Class B	10,309	.30
Class C	94,615	.25
Small Cap Value	2,392,222	.20
Institutional Class	393,309	.21
	$ 3,343,704

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 11,791,333	.33%	$ 652

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,343 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

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. 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 $144,587, including $3,367 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $35,024.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014^A	Year ended July 31, 2013
From net investment income
Class A	$ 171,608	$ 785,355
Class T	-	231,402
Class B	-	9,411
Class C	-	90,526
Small Cap Value	7,284,771	13,318,853
Class F	2,011,606	5,669,081
Institutional Class	1,194,079	1,307,393
Total	$ 10,662,064	$ 21,412,021
From net realized gain
Class A	$ 26,941,211	$ 5,001,914
Class T	10,672,381	1,871,336
Class B	695,128	211,601
Class C	7,761,033	1,589,582
Small Cap Value	236,011,967	54,759,308
Class F	44,973,770	17,097,966
Institutional Class	35,569,938	4,663,655
Total	$ 362,625,428	$ 85,195,362

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

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class A
Shares sold	1,434,827	6,665,265	$ 27,954,480	$ 113,825,347
Reinvestment of distributions	1,371,738	357,182	25,837,208	5,478,656
Shares redeemed	(1,973,837)	(3,345,663)	(38,355,611)	(56,976,312)
Net increase (decrease)	832,728	3,676,784	$ 15,436,077	$ 62,327,691
Class T
Shares sold	648,069	2,420,486	$ 12,444,140	$ 41,524,163
Reinvestment of distributions	566,918	135,952	10,525,152	2,060,454
Shares redeemed	(801,626)	(1,017,057)	(15,318,294)	(17,196,752)
Net increase (decrease)	413,361	1,539,381	$ 7,650,998	$ 26,387,865

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2014^A	Year ended July 31, 2013	Six months ended January 31, 2014^A	Year ended July 31, 2013
Class B
Shares sold	8,660	63,699	$ 158,532	$ 1,033,590
Reinvestment of distributions	33,965	12,922	607,035	189,673
Shares redeemed	(63,576)	(174,192)	(1,170,480)	(2,861,489)
Net increase (decrease)	(20,951)	(97,571)	$ (404,913)	$ (1,638,226)
Class C
Shares sold	193,087	1,262,288	$ 3,562,363	$ 20,129,471
Reinvestment of distributions	378,946	98,556	6,778,684	1,448,319
Shares redeemed	(327,271)	(683,043)	(6,063,715)	(11,003,236)
Net increase (decrease)	244,762	677,801	$ 4,277,332	$ 10,574,554
Small Cap Value
Shares sold	10,785,651	46,643,321	$ 212,570,849	$ 815,184,196
Reinvestment of distributions	11,711,856	4,065,017	222,752,764	63,037,497
Shares redeemed	(44,730,326)^B	(35,306,999)	(887,023,649)^B	(618,245,939)
Net increase (decrease)	(22,232,819)	15,401,339	$ (451,700,036)	$ 259,975,754
Class F
Shares sold	879,716	7,943,352	$ 17,390,991	$ 133,806,197
Reinvestment of distributions	2,497,893	1,465,154	46,985,376	22,767,047
Shares redeemed	(39,476,567)^B	(8,168,596)	(787,183,278)^B	(151,555,822)
Net increase (decrease)	(36,098,958)	1,239,910	$ (722,806,911)	$ 5,017,422
Institutional Class
Shares sold	2,596,694	11,988,758	$ 51,209,213	$ 206,274,907
Reinvestment of distributions	1,739,424	337,968	33,193,653	5,246,517
Shares redeemed	(3,173,584)	(3,783,835)	(62,781,049)	(66,718,093)
Net increase (decrease)	1,162,534	8,542,891	$ 21,621,817	$ 144,803,331

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

^BAmount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)

ASCVI-USAN-0314
1.803748.110

Fidelity®

Blue Chip Value

Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past 6 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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Actual	.65%	$ 1,000.00	$ 1,058.50	$ 3.37
Hypothetical^A		$ 1,000.00	$ 1,021.93	$ 3.31

^A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	4.4	4.1
Exxon Mobil Corp.	4.3	4.1
Pfizer, Inc.	4.0	3.7
Merck & Co., Inc.	3.9	3.6
AT&T, Inc.	3.2	0.0
JPMorgan Chase & Co.	3.0	2.5
Citigroup, Inc.	2.9	3.1
Occidental Petroleum Corp.	2.7	2.8
Zoetis, Inc. Class A	2.5	2.3
Apache Corp.	2.5	1.7
	33.4
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	26.4	25.8
Information Technology	14.7	13.3
Health Care	12.6	11.2
Energy	11.6	15.8
Industrials	7.6	6.7

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Stocks and Equity Futures 94.3%			Stocks 93.5%
	Short-Term Investments and Net Other Assets (Liabilities) 5.7%			Short-Term Investments and Net Other Assets (Liabilities) 6.5%
* Foreign investments		1.1%	** Foreign investments		0.9%

ang393338

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%
	Shares		Value
CONSUMER DISCRETIONARY - 4.6%
Auto Components - 0.9%
Johnson Controls, Inc.	62,914		$ 2,901,594
Automobiles - 1.2%
Ford Motor Co.	91,079		1,362,542
General Motors Co.	79,251		2,859,376
			4,221,918
Diversified Consumer Services - 0.4%
DeVry, Inc.	38,172		1,379,536
Media - 0.6%
DISH Network Corp. Class A (a)	36,766		2,072,867
Specialty Retail - 1.5%
Foot Locker, Inc.	51,100		1,972,460
Office Depot, Inc. (a)	663,800		3,245,982
			5,218,442
TOTAL CONSUMER DISCRETIONARY			15,794,357
CONSUMER STAPLES - 6.0%
Beverages - 0.5%
PepsiCo, Inc.	20,236		1,626,165
Food & Staples Retailing - 1.7%
CVS Caremark Corp.	25,282		1,712,097
Wal-Mart Stores, Inc.	55,643		4,155,419
			5,867,516
Food Products - 2.1%
Kraft Foods Group, Inc.	70,994		3,716,536
Mondelez International, Inc.	105,906		3,468,422
			7,184,958
Household Products - 1.7%
Procter & Gamble Co.	78,104		5,984,328
TOTAL CONSUMER STAPLES			20,662,967
ENERGY - 11.6%
Energy Equipment & Services - 0.4%
National Oilwell Varco, Inc.	19,900		1,492,699
Oil, Gas & Consumable Fuels - 11.2%
Anadarko Petroleum Corp.	19,022		1,534,885
Apache Corp.	105,575		8,473,450
Chevron Corp.	39,135		4,368,640
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Exxon Mobil Corp.	158,930		$ 14,646,989
Occidental Petroleum Corp.	103,822		9,091,693
			38,115,657
TOTAL ENERGY			39,608,356
FINANCIALS - 26.4%
Capital Markets - 6.2%
Ares Capital Corp.	161,819		2,865,814
Bank of New York Mellon Corp.	71,200		2,275,552
Carlyle Group LP	48,200		1,677,842
E*TRADE Financial Corp. (a)	214,245		4,289,185
Goldman Sachs Group, Inc.	18,487		3,034,086
Raymond James Financial, Inc.	63,781		3,247,091
State Street Corp.	58,304		3,903,453
			21,293,023
Commercial Banks - 6.5%
Fifth Third Bancorp	233,300		4,903,966
KeyCorp	396,035		5,053,407
U.S. Bancorp	81,297		3,229,930
Wells Fargo & Co.	146,198		6,628,617
Zions Bancorporation	79,780		2,293,675
			22,109,595
Consumer Finance - 2.0%
Capital One Financial Corp.	84,633		5,975,936
Springleaf Holdings, Inc.	38,500		922,460
			6,898,396
Diversified Financial Services - 7.6%
Bank of America Corp.	334,335		5,600,111
Citigroup, Inc.	210,287		9,973,912
JPMorgan Chase & Co.	184,916		10,236,950
			25,810,973
Insurance - 4.1%
Allstate Corp.	41,100		2,104,320
American International Group, Inc.	61,075		2,929,157
Fidelity National Financial, Inc. Class A	95,990		3,027,525
MetLife, Inc.	36,100		1,770,705
Reinsurance Group of America, Inc.	29,176		2,178,572
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
The Chubb Corp.	14,116		$ 1,193,367
XL Group PLC Class A	26,581		763,938
			13,967,584
TOTAL FINANCIALS			90,079,571
HEALTH CARE - 12.6%
Health Care Providers & Services - 2.0%
HCA Holdings, Inc. (a)	88,591		4,453,470
Humana, Inc.	24,400		2,374,120
			6,827,590
Pharmaceuticals - 10.6%
Merck & Co., Inc.	248,132		13,143,552
Pfizer, Inc.	452,101		13,743,870
Teva Pharmaceutical Industries Ltd. sponsored ADR	14,900		664,987
Zoetis, Inc. Class A	284,132		8,626,248
			36,178,657
TOTAL HEALTH CARE			43,006,247
INDUSTRIALS - 7.6%
Aerospace & Defense - 1.4%
Textron, Inc.	131,151		4,655,861
Air Freight & Logistics - 0.7%
FedEx Corp.	16,900		2,253,108
Industrial Conglomerates - 4.4%
General Electric Co.	604,073		15,180,352
Machinery - 1.1%
Caterpillar, Inc.	40,200		3,775,182
TOTAL INDUSTRIALS			25,864,503
INFORMATION TECHNOLOGY - 14.7%
Communications Equipment - 2.2%
Brocade Communications Systems, Inc. (a)	253,050		2,363,487
Cisco Systems, Inc.	229,585		5,030,207
			7,393,694
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 1.6%
Apple, Inc.	6,388		$ 3,197,833
Hewlett-Packard Co.	81,267		2,356,743
			5,554,576
IT Services - 1.2%
EVERTEC, Inc.	97,100		2,343,023
Global Payments, Inc.	25,300		1,672,077
			4,015,100
Office Electronics - 0.8%
Xerox Corp.	256,719		2,785,401
Semiconductors & Semiconductor Equipment - 3.1%
Broadcom Corp. Class A	173,080		5,150,861
Intel Corp.	221,215		5,428,616
			10,579,477
Software - 5.8%
Activision Blizzard, Inc.	419,746		7,190,249
Comverse, Inc. (a)	135,532		4,884,573
Symantec Corp.	187,805		4,020,905
Verint Systems, Inc. (a)	82,657		3,755,934
			19,851,661
TOTAL INFORMATION TECHNOLOGY			50,179,909
MATERIALS - 4.2%
Chemicals - 1.1%
The Dow Chemical Co.	86,292		3,927,149
Containers & Packaging - 0.7%
Crown Holdings, Inc. (a)	54,212		2,228,113
Metals & Mining - 2.4%
Freeport-McMoRan Copper & Gold, Inc.	162,945		5,281,047
United States Steel Corp.	105,550		2,755,911
			8,036,958
TOTAL MATERIALS			14,192,220
TELECOMMUNICATION SERVICES - 4.9%
Diversified Telecommunication Services - 4.5%
AT&T, Inc.	333,877		11,124,782
Level 3 Communications, Inc. (a)	136,162		4,370,800
			15,495,582
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.4%
T-Mobile U.S., Inc. (a)	45,731		$ 1,397,997
TOTAL TELECOMMUNICATION SERVICES			16,893,579
UTILITIES - 1.0%
Multi-Utilities - 1.0%
CenterPoint Energy, Inc.	114,900		2,688,660
Sempra Energy	8,659		802,776
			3,491,436
TOTAL COMMON STOCKS (Cost $299,478,328)		319,773,145

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.07% 2/27/14 (c) (Cost $214,992)	$ 215,000	214,995

Money Market Funds - 5.6%
	Shares
Fidelity Cash Central Fund, 0.10% (b) (Cost $19,135,893)	19,135,893		19,135,893
TOTAL INVESTMENT PORTFOLIO - 99.3% (Cost $318,829,213)		339,124,033
NET OTHER ASSETS (LIABILITIES) - 0.7%			2,439,227
NET ASSETS - 100%		$ 341,563,260

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
27 ICE Russell 1000 Value Index Contracts (United States)	March 2014	$ 2,401,650	$ (4,948)

The face value of futures purchased as a percentage of net assets is 0.7%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $11,562,740.

Legend

(a) Non-income producing

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

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $20,000.

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
Fidelity Cash Central Fund	$ 14,771
Fidelity Securities Lending Cash Central Fund	1,537
Total	$ 16,308

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 15,794,357	$ 15,794,357	$ -	$ -
Consumer Staples	20,662,967	20,662,967	-	-
Energy	39,608,356	39,608,356	-	-
Financials	90,079,571	90,079,571	-	-
Health Care	43,006,247	43,006,247	-	-
Industrials	25,864,503	25,864,503	-	-
Information Technology	50,179,909	50,179,909	-	-
Materials	14,192,220	14,192,220	-	-
Telecommunication Services	16,893,579	16,893,579	-	-
Utilities	3,491,436	3,491,436	-	-
U.S. Government and Government Agency Obligations	214,995	-	214,995	-
Money Market Funds	19,135,893	19,135,893	-	-
Total Investments in Securities:	$ 339,124,033	$ 338,909,038	$ 214,995	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (4,948)	$ (4,948)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (4,948)
Total Value of Derivatives	$ -	$ (4,948)

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $299,693,320)	$ 319,988,140
Fidelity Central Funds (cost $19,135,893)	19,135,893
Total Investments (cost $318,829,213)		$ 339,124,033
Receivable for investments sold		9,150,928
Receivable for fund shares sold		328,078
Dividends receivable		291,072
Distributions receivable from Fidelity Central Funds		2,155
Prepaid expenses		580
Other receivables		2,501
Total assets		348,899,347

Liabilities
Payable for investments purchased	$ 6,792,078
Payable for fund shares redeemed	326,327
Accrued management fee	106,743
Payable for daily variation margin for derivative instruments	4,948
Other affiliated payables	75,136
Other payables and accrued expenses	30,855
Total liabilities		7,336,087

Net Assets		$ 341,563,260
Net Assets consist of:
Paid in capital		$ 447,602,235
Undistributed net investment income		135,953
Accumulated undistributed net realized gain (loss) on investments		(126,464,798)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		20,289,870
Net Assets, for 24,382,480 shares outstanding		$ 341,563,260
Net Asset Value, offering price and redemption price per share ($341,563,260 ÷ 24,382,480 shares)		$ 14.01

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

Semiannual Report

Statement of Operations

Six months ended January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 2,865,936
Interest		54
Income from Fidelity Central Funds		16,308
Total income		2,882,298

Expenses
Management fee Basic fee	$ 909,049
Performance adjustment	(327,955)
Transfer agent fees	377,312
Accounting and security lending fees	64,261
Custodian fees and expenses	9,667
Independent trustees' compensation	675
Registration fees	7,437
Audit	30,591
Legal	867
Miscellaneous	1,067
Total expenses before reductions	1,072,971
Expense reductions	(6,165)	1,066,806
Net investment income (loss)		1,815,492
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	16,727,908
Futures contracts	1,897,525
Total net realized gain (loss)		18,625,433
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,014,991)
Futures contracts	(4,948)
Total change in net unrealized appreciation (depreciation)		(1,019,939)
Net gain (loss)		17,605,494
Net increase (decrease) in net assets resulting from operations		$ 19,420,986

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,815,492	$ 4,052,295
Net realized gain (loss)	18,625,433	24,688,456
Change in net unrealized appreciation (depreciation)	(1,019,939)	44,945,456
Net increase (decrease) in net assets resulting from operations	19,420,986	73,686,207
Distributions to shareholders from net investment income	(2,139,474)	(6,479,162)
Share transactions Proceeds from sales of shares	79,014,236	49,942,277
Reinvestment of distributions	2,081,150	6,279,261
Cost of shares redeemed	(38,673,923)	(79,700,390)
Net increase (decrease) in net assets resulting from share transactions	42,421,463	(23,478,852)
Total increase (decrease) in net assets	59,702,975	43,728,193

Net Assets
Beginning of period	281,860,285	238,132,092
End of period (including undistributed net investment income of $135,953 and undistributed net investment income of $459,935, respectively)	$ 341,563,260	$ 281,860,285
Other Information Shares
Sold	5,873,435	4,200,000
Issued in reinvestment of distributions	150,332	585,069
Redeemed	(2,797,294)	(6,830,380)
Net increase (decrease)	3,226,473	(2,045,311)

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 13.32	$ 10.26	$ 10.86	$ 9.82	$ 8.95	$ 12.15
Income from Investment Operations
Net investment income (loss)^D	.08	.18	.18	.14	.10	.16
Net realized and unrealized gain (loss)	.70	3.17	(.62)	1.04	.90	(3.17)
Total from investment operations	.78	3.35	(.44)	1.18	1.00	(3.01)
Distributions from net investment income	(.09)	(.29)	(.16)	(.14)	(.13)	(.18)
Distributions from net realized gain	-	-	-	(.01)	-	(.01)
Total distributions	(.09)	(.29)	(.16)	(.14)^H	(.13)	(.19)
Net asset value, end of period	$ 14.01	$ 13.32	$ 10.26	$ 10.86	$ 9.82	$ 8.95
Total Return^B,C	5.85%	33.33%	(3.95)%	12.14%	11.20%	(24.89)%
Ratios to Average Net Assets^E,G
Expenses before reductions	.65%^A	.64%	.77%	.75%	.87%	.77%
Expenses net of fee waivers, if any	.65%^A	.64%	.77%	.75%	.87%	.77%
Expenses net of all reductions	.65%^A	.62%	.76%	.74%	.86%	.77%
Net investment income (loss)	1.10%^A	1.58%	1.76%	1.31%	1.05%	1.87%
Supplemental Data
Net assets, end of period (000 omitted)	$ 341,563	$ 281,860	$ 238,132	$ 433,047	$ 324,913	$ 332,765
Portfolio turnover rate^F	96%^A	88%	102%	141%	59%	69%

^A Annualized

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

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

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

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

^G Expense ratios reflect operating expenses of the 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.

^H Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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 January 31, 2014, is included at the end of the Fund's Schedule of Investments.

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.

Semiannual Report

3. Significant Accounting Policies - continued

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, partnerships, 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	$ 30,987,087
Gross unrealized depreciation	(16,107,552)
Net unrealized appreciation (depreciation) on securities and other investments	$ 14,879,535

Tax cost	$ 324,244,498

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Fiscal year of expiration
2017	$ (76,906,749)
2018	(55,500,128)
Total with expiration	(132,406,877)
No expiration
Short-term	(3,744,441)
Long-term	(2,782,280)
Total no expiration	(6,526,721)
Total capital loss carryforward	$ (138,933,598)

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $ 1,897,525 and a change in net unrealized appreciation (depreciation) of $(4,948) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $183,403,418 and $142,739,453, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index, the Russell 1000® Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .35% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .23% of average net assets.

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $127 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,537. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $3,442 for the period. Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $22.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $2,701.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Other.

At the end of the period, Strategic Advisers U.S. Opportunity Fund was the owner of record of approximately 12% of the total outstanding shares of the Fund.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

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®) ang393340
1-800-544-5555

Automated line for quickest service

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

BCV-USAN-0314
1.789732.111

Fidelity®

Series Real Estate Equity

Fund

Fidelity Series Real Estate Equity Fund

Class F

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Series Real Estate Equity	.77%
Actual		$ 1,000.00	$ 991.00	$ 3.86
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class F	.59%
Actual		$ 1,000.00	$ 992.10	$ 2.96
Hypothetical^A		$ 1,000.00	$ 1,022.23	$ 3.01

^A 5% return per year before expenses

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

*Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Simon Property Group, Inc.	13.2	12.2
Public Storage	6.8	7.1
Ventas, Inc.	6.5	6.8
Prologis, Inc.	6.3	6.1
Boston Properties, Inc.	5.6	4.4
Essex Property Trust, Inc.	4.8	3.5
SL Green Realty Corp.	4.1	4.6
Alexandria Real Estate Equities, Inc.	3.8	2.8
Mid-America Apartment Communities, Inc.	3.8	0.9
LaSalle Hotel Properties (SBI)	3.1	0.0
	58.0
Top Five REIT Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Office Buildings	19.0	17.6
REITs - Apartments	17.0	16.5
REITs - Industrial Buildings	16.1	16.0
REITs - Malls	15.0	15.6
REITs - Health Care Facilities	11.2	11.9

Asset Allocation (% of fund's net assets)
As of January 31, 2014		As of July 31, 2013
	Stocks 98.7%		Stocks 97.9%
	Short-Term Investments and Net Other Assets (Liabilities) 1.3%		Short-Term Investments and Net Other Assets (Liabilities) 2.1%

chi57

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value
HEALTH CARE PROVIDERS & SERVICES - 1.3%
Health Care Facilities - 1.3%
Emeritus Corp. (a)	649,708		$ 14,326,061
REAL ESTATE INVESTMENT TRUSTS - 96.2%
REITs - Apartments - 17.0%
AvalonBay Communities, Inc.	206,135		25,457,673
Camden Property Trust (SBI)	316,789		19,583,896
Equity Residential (SBI)	547,051		30,295,684
Essex Property Trust, Inc. (d)	325,167		51,496,698
Mid-America Apartment Communities, Inc.	632,648		40,831,102
UDR, Inc.	644,300		15,682,262
TOTAL REITS - APARTMENTS			183,347,315
REITs - Health Care Facilities - 11.2%
HCP, Inc.	763,159		29,877,675
Health Care REIT, Inc.	367,649		21,294,230
Ventas, Inc.	1,125,237		70,203,536
TOTAL REITS - HEALTH CARE FACILITIES			121,375,441
REITs - Hotels - 6.2%
FelCor Lodging Trust, Inc.	1,605,869		13,103,891
Host Hotels & Resorts, Inc.	1,119,600		20,589,444
LaSalle Hotel Properties (SBI)	1,092,879		33,616,958
TOTAL REITS - HOTELS			67,310,293
REITs - Industrial Buildings - 16.1%
DuPont Fabros Technology, Inc.	574,310		14,926,317
Liberty Property Trust (SBI)	426,500		15,524,600
Prologis, Inc.	1,766,606		68,473,649
Public Storage	462,487		72,883,326
Terreno Realty Corp.	114,200		1,972,234
TOTAL REITS - INDUSTRIAL BUILDINGS			173,780,126
REITs - Malls - 15.0%
General Growth Properties, Inc.	223,180		4,494,845
Common Stocks - continued
	Shares		Value
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
REITs - Malls - continued
Simon Property Group, Inc.	924,423		$ 143,137,658
Taubman Centers, Inc.	226,422		14,721,958
TOTAL REITS - MALLS			162,354,461
REITs - Management/Investment - 2.4%
Coresite Realty Corp.	162,681		4,991,053
Equity Lifestyle Properties, Inc.	245,348		9,644,630
Weyerhaeuser Co.	358,360		10,707,797
TOTAL REITS - MANAGEMENT/INVESTMENT			25,343,480
REITs - Mobile Home Parks - 0.6%
Sun Communities, Inc.	147,823		6,910,725
REITs - Office Buildings - 19.0%
Alexandria Real Estate Equities, Inc.	583,208		40,900,377
Boston Properties, Inc.	563,349		60,892,393
Cousins Properties, Inc.	2,193,631		23,581,533
Kilroy Realty Corp.	313,215		16,537,752
Piedmont Office Realty Trust, Inc. Class A (d)	1,193,520		19,895,978
SL Green Realty Corp.	468,332		43,915,492
TOTAL REITS - OFFICE BUILDINGS			205,723,525
REITs - Shopping Centers - 8.7%
Acadia Realty Trust (SBI)	80,900		2,058,905
Cedar Shopping Centers, Inc.	1,202,470		7,587,586
Equity One, Inc.	1,087,769		24,648,846
Excel Trust, Inc.	134,592		1,535,695
Federal Realty Investment Trust (SBI)	162,752		17,739,968
Glimcher Realty Trust	2,348,859		20,106,233
Kite Realty Group Trust	1,127,500		7,272,375
Vornado Realty Trust	143,100		13,140,873
TOTAL REITS - SHOPPING CENTERS			94,090,481
TOTAL REAL ESTATE INVESTMENT TRUSTS			1,040,235,847
Common Stocks - continued
	Shares		Value
REAL ESTATE MANAGEMENT & DEVELOPMENT - 1.2%
Real Estate Operating Companies - 1.2%
Forest City Enterprises, Inc. Class A (a)	725,042		$ 13,188,514
TOTAL COMMON STOCKS (Cost $981,042,516)		1,067,750,422
Money Market Funds - 4.1%

Fidelity Cash Central Fund, 0.10% (b)	16,386,199		16,386,199
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	27,546,950		27,546,950
TOTAL MONEY MARKET FUNDS (Cost $43,933,149)		43,933,149
TOTAL INVESTMENT PORTFOLIO - 102.8% (Cost $1,024,975,665)			1,111,683,571
NET OTHER ASSETS (LIABILITIES) - (2.8)%			(30,539,573)
NET ASSETS - 100%		$ 1,081,143,998

Legend

(a) Non-income producing

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 10,490
Fidelity Securities Lending Cash Central Fund	10,154
Total	$ 20,644

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $27,059,262) - See accompanying schedule: Unaffiliated issuers (cost $981,042,516)	$ 1,067,750,422
Fidelity Central Funds (cost $43,933,149)	43,933,149
Total Investments (cost $1,024,975,665)		$ 1,111,683,571
Receivable for investments sold		16,268,289
Receivable for fund shares sold		164,611
Dividends receivable		103,368
Distributions receivable from Fidelity Central Funds		4,452
Prepaid expenses		2,327
Other receivables		10,444
Total assets		1,128,237,062

Liabilities
Payable for investments purchased	$ 15,306,068
Payable for fund shares redeemed	3,615,892
Accrued management fee	487,075
Other affiliated payables	102,082
Other payables and accrued expenses	34,997
Collateral on securities loaned, at value	27,546,950
Total liabilities		47,093,064

Net Assets		$ 1,081,143,998
Net Assets consist of:
Paid in capital		$ 983,599,695
Distributions in excess of net investment income		(175,817)
Accumulated undistributed net realized gain (loss) on investments		11,012,214
Net unrealized appreciation (depreciation) on investments		86,707,906
Net Assets		$ 1,081,143,998

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Series Real Estate Equity: Net Asset Value, offering price and redemption price per share ($540,274,858 ÷ 44,189,265 shares)		$ 12.23

Class F: Net Asset Value, offering price and redemption price per share ($540,869,140 ÷ 44,227,023 shares)		$ 12.23

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

Semiannual Report

Statement of Operations

	Six months ended January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 14,026,349
Interest		6
Income from Fidelity Central Funds		20,644
Total income		14,046,999

Expenses
Management fee	$ 2,910,590
Transfer agent fees	458,162
Accounting and security lending fees	174,450
Custodian fees and expenses	17,609
Independent trustees' compensation	2,252
Audit	26,907
Legal	2,278
Miscellaneous	3,052
Total expenses before reductions	3,595,300
Expense reductions	(21,369)	3,573,931
Net investment income (loss)		10,473,068
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		13,200,533
Change in net unrealized appreciation (depreciation) on investment securities		(30,636,583)
Net gain (loss)		(17,436,050)
Net increase (decrease) in net assets resulting from operations		$ (6,962,982)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 10,473,068	$ 13,612,092
Net realized gain (loss)	13,200,533	39,712,522
Change in net unrealized appreciation (depreciation)	(30,636,583)	8,545,406
Net increase (decrease) in net assets resulting from operations	(6,962,982)	61,870,020
Distributions to shareholders from net investment income	(13,350,205)	(12,676,438)
Distributions to shareholders from net realized gain	(29,660,377)	(20,512,803)
Total distributions	(43,010,582)	(33,189,241)
Share transactions - net increase (decrease)	106,167,977	197,354,537
Total increase (decrease) in net assets	56,194,413	226,035,316

Net Assets
Beginning of period	1,024,949,585	798,914,269
End of period (including distributions in excess of net investment income of $175,817 and undistributed net investment income of $2,701,320, respectively)	$ 1,081,143,998	$ 1,024,949,585

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

Semiannual Report

Financial Highlights - Series Real Estate Equity

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.87	$ 12.39	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.11	.18	.11
Net realized and unrealized gain (loss)	(.25)	.78	2.38
Total from investment operations	(.14)	.96	2.49
Distributions from net investment income	(.15)	(.17)	(.08)
Distributions from net realized gain	(.35)	(.31)	(.02)
Total distributions	(.50)	(.48)	(.10)
Net asset value, end of period	$ 12.23	$ 12.87	$ 12.39
Total Return^{B, C}	(.90)%	8.06%	25.03%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.77%^A	.79%	.81%^A
Expenses net of fee waivers, if any	.77%^A	.79%	.81%^A
Expenses net of all reductions	.76%^A	.78%	.81%^A
Net investment income (loss)	1.90%^A	1.44%	1.27%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 540,275	$ 531,188	$ 475,392
Portfolio turnover rate^F	64%^A	48%	40%^A

^A Annualized

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

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

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

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

^G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.87	$ 12.39	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.13	.21	.13
Net realized and unrealized gain (loss)	(.26)	.78	2.37
Total from investment operations	(.13)	.99	2.50
Distributions from net investment income	(.16)	(.20)	(.09)
Distributions from net realized gain	(.35)	(.31)	(.02)
Total distributions	(.51)	(.51)	(.11)
Net asset value, end of period	$ 12.23	$ 12.87	$ 12.39
Total Return^{B, C}	(.79)%	8.27%	25.16%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.59%^A	.60%	.61%^A
Expenses net of fee waivers, if any	.59%^A	.60%	.61%^A
Expenses net of all reductions	.59%^A	.59%	.61%^A
Net investment income (loss)	2.07%^A	1.63%	1.47%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 540,869	$ 493,761	$ 323,523
Portfolio turnover rate^F	64%^A	48%	40%^A

^A Annualized

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

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

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

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

^G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Book-tax differences are primarily due to 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	$ 102,836,480
Gross unrealized depreciation	(18,385,102)
Net unrealized appreciation (depreciation) on securities and other investments	$ 84,451,378

Tax cost	$ 1,027,232,193

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $419,625,382 and $332,329,405, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

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

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

	Amount	% of Average Net Assets*
Series Real Estate Equity	$ 458,162	.17

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $452 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

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $10,154. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $14.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Series Real Estate Equity	$ 6,405,669	$ 6,714,600
Class F	6,944,536	5,961,838
Total	$ 13,350,205	$ 12,676,438

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Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders - continued

	Six months ended January 31, 2014	Year ended July 31, 2013
From net realized gain
Series Real Estate Equity	$ 14,856,526	$ 11,925,873
Class F	14,803,851	8,586,930
Total	$ 29,660,377	$ 20,512,803

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Series Real Estate Equity
Shares sold	4,865,314	6,610,741	$ 59,028,450	$ 86,029,893
Reinvestment of distributions	1,827,800	1,534,780	21,262,195	18,640,473
Shares redeemed	(3,789,249)	(5,238,476)	(45,378,832)	(65,738,689)
Net increase (decrease)	2,903,865	2,907,045	$ 34,911,813	$ 38,931,677
Class F
Shares sold	7,025,319	12,141,060	$ 85,805,034	$ 157,366,547
Reinvestment of distributions	1,869,807	1,195,373	21,748,387	14,548,768
Shares redeemed	(3,026,411)	(1,083,592)	(36,297,257)	(13,492,455)
Net increase (decrease)	5,868,715	12,252,841	$ 71,256,164	$ 158,422,860

11. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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(Hong Kong) Limited

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(Japan) Inc.

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Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

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

SLE-SANN-0314
1.930456.102

Fidelity®

Series Small Cap Opportunities

Fund

Fidelity Series Small Cap Opportunities Fund

Class F

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Series Small Cap Opportunities	.84%
Actual		$ 1,000.00	$ 1,082.60	$ 4.41
Hypothetical^A		$ 1,000.00	$ 1,020.97	$ 4.28
Class F	.67%
Actual		$ 1,000.00	$ 1,084.00	$ 3.52
Hypothetical^A		$ 1,000.00	$ 1,021.83	$ 3.41

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
PacWest Bancorp	1.1	1.2
Associated Banc-Corp.	0.9	1.0
Huntington Bancshares, Inc.	0.9	0.0
Banner Bank	0.9	1.0
DXP Enterprises, Inc.	0.9	0.6
City National Corp.	0.9	1.0
Bank of the Ozarks, Inc.	0.9	0.8
East West Bancorp, Inc.	0.8	0.0
Allied World Assurance Co. Holdings Ltd.	0.8	0.9
InterXion Holding N.V.	0.8	0.0
	8.9
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.3	22.3
Information Technology	19.8	18.1
Industrials	14.4	14.1
Health Care	13.1	11.7
Consumer Discretionary	11.5	13.9

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks and Equity Futures 96.6%			Stocks and Equity Futures 97.7%
	Short-Term Investments and Net Other Assets (Liabilities) 3.4%			Short-Term Investments and Net Other Assets (Liabilities) 2.3%
* Foreign investments		7.4%	** Foreign investments		6.6%

chi68

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.5%
	Shares		Value
CONSUMER DISCRETIONARY - 11.5%
Auto Components - 0.8%
Tenneco, Inc. (a)	718,986		$ 40,867,164
Diversified Consumer Services - 0.3%
Bright Horizons Family Solutions, Inc.	436,570		16,043,948
Hotels, Restaurants & Leisure - 1.7%
Bloomin' Brands, Inc. (a)	259,200		5,953,824
Del Frisco's Restaurant Group, Inc. (a)	675,163		15,528,749
Interval Leisure Group, Inc.	1,024,175		27,038,220
Life Time Fitness, Inc. (a)(d)	977,920		40,251,187
			88,771,980
Household Durables - 0.7%
KB Home (d)	1,902,892		36,801,931
Internet & Catalog Retail - 0.5%
HSN, Inc.	452,307		24,772,854
Leisure Equipment & Products - 0.6%
Brunswick Corp.	724,290		30,029,063
Media - 1.2%
MDC Partners, Inc. Class A (sub. vtg.)	1,121,350		26,946,038
Nexstar Broadcasting Group, Inc. Class A	764,217		36,720,627
			63,666,665
Multiline Retail - 0.6%
Dillard's, Inc. Class A	354,859		30,979,191
Specialty Retail - 3.3%
Ascena Retail Group, Inc. (a)	1,262,867		23,691,385
AutoCanada, Inc.	30,000		1,061,279
Conn's, Inc. (a)(d)	659,038		40,010,197
Francesca's Holdings Corp. (a)(d)	1,906,579		36,225,001
GameStop Corp. Class A (d)	857,626		30,076,944
Genesco, Inc. (a)	359,125		25,217,758
Rent-A-Center, Inc.	624,319		15,570,516
			171,853,080
Textiles, Apparel & Luxury Goods - 1.8%
Fifth & Pacific Companies, Inc. (a)	1,371,767		39,369,713
Hanesbrands, Inc.	339,498		24,151,888
Steven Madden Ltd. (a)	978,639		31,893,845
			95,415,446
TOTAL CONSUMER DISCRETIONARY			599,201,322
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - 3.6%
Beverages - 0.3%
Cott Corp.	2,196,465		$ 17,275,900
Food & Staples Retailing - 0.8%
Susser Holdings Corp. (a)(d)	355,770		21,694,855
United Natural Foods, Inc. (a)	316,210		21,366,310
			43,061,165
Food Products - 2.1%
Cal-Maine Foods, Inc.	80,453		4,053,222
Calavo Growers, Inc.	708,577		21,526,569
Darling International, Inc. (a)	1,353,710		26,478,568
Fresh Del Monte Produce, Inc.	686,413		18,162,488
J&J Snack Foods Corp.	232,050		20,443,605
WhiteWave Foods Co. (a)	728,610		17,639,648
			108,304,100
Personal Products - 0.4%
Inter Parfums, Inc.	620,500		20,191,070
TOTAL CONSUMER STAPLES			188,832,235
ENERGY - 5.5%
Energy Equipment & Services - 0.7%
Atwood Oceanics, Inc. (a)	400,406		18,979,244
Total Energy Services, Inc.	1,076,550		18,752,027
			37,731,271
Oil, Gas & Consumable Fuels - 4.8%
Atlas Pipeline Partners LP	863,615		28,870,649
Cloud Peak Energy, Inc. (a)	1,558,200		29,185,086
Energen Corp.	144,238		10,200,511
Genesis Energy LP	277,946		15,295,368
Newfield Exploration Co. (a)	838,140		20,760,728
Rosetta Resources, Inc. (a)	878,042		37,413,370
Stone Energy Corp. (a)	1,322,825		40,941,434
Targa Resources Corp.	467,000		42,165,430
Western Refining, Inc. (d)	658,392		25,749,711
			250,582,287
TOTAL ENERGY			288,313,558
Common Stocks - continued
	Shares		Value
FINANCIALS - 20.3%
Capital Markets - 2.0%
Affiliated Managers Group, Inc. (a)	113,300		$ 22,573,892
AURELIUS AG	664,307		25,041,826
LPL Financial	428,300		22,926,899
Waddell & Reed Financial, Inc. Class A	538,241		34,888,782
			105,431,399
Commercial Banks - 8.5%
Associated Banc-Corp.	3,007,328		49,530,692
Bank of the Ozarks, Inc.	715,287		45,349,196
Banner Bank (e)	1,280,871		47,174,479
BBCN Bancorp, Inc.	2,499,710		37,620,636
Cathay General Bancorp	1,050,524		24,687,314
City National Corp.	628,678		45,484,853
East West Bancorp, Inc.	1,340,412		44,850,186
Huntington Bancshares, Inc.	5,274,100		47,836,087
MB Financial, Inc.	865,089		24,309,001
National Penn Bancshares, Inc.	1,934,044		20,075,377
PacWest Bancorp (d)	1,464,188		58,728,581
			445,646,402
Insurance - 3.2%
Allied World Assurance Co. Holdings Ltd.	423,871		43,624,803
Amerisafe, Inc.	912,682		37,757,654
Aspen Insurance Holdings Ltd.	852,590		33,165,751
Primerica, Inc.	669,775		28,217,621
StanCorp Financial Group, Inc.	361,577		23,231,322
			165,997,151
Real Estate Investment Trusts - 5.6%
Cousins Properties, Inc.	3,369,620		36,223,415
First Industrial Realty Trust, Inc.	2,019,592		34,656,199
Glimcher Realty Trust	378,463		3,239,643
Home Properties, Inc.	553,890		30,879,368
Kite Realty Group Trust	5,656,995		36,487,618
Mid-America Apartment Communities, Inc.	92,145		5,947,038
National Retail Properties, Inc. (d)	1,115,541		37,035,961
Parkway Properties, Inc.	1,847,446		32,773,692
Pennsylvania Real Estate Investment Trust (SBI)	2,090,902		38,995,322
Ramco-Gershenson Properties Trust (SBI)	2,310,450		36,897,887
			293,136,143
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - 1.0%
Washington Federal, Inc.	926,360		$ 20,268,757
WSFS Financial Corp.	440,840		31,652,312
			51,921,069
TOTAL FINANCIALS			1,062,132,164
HEALTH CARE - 13.1%
Biotechnology - 6.4%
ACADIA Pharmaceuticals, Inc. (a)(d)	544,691		12,691,300
Agios Pharmaceuticals, Inc. (d)	37,600		994,520
Agios Pharmaceuticals, Inc. (f)	128,706		3,404,274
BioCryst Pharmaceuticals, Inc. (a)(d)	1,514,900		15,451,980
BioMarin Pharmaceutical, Inc. (a)	168,144		11,581,759
Bluebird Bio, Inc. (d)	131,400		2,913,138
Celldex Therapeutics, Inc. (a)	665,349		17,152,697
Cubist Pharmaceuticals, Inc.	186,717		13,647,146
Dicerna Pharmaceuticals, Inc.	43,500		1,788,720
Discovery Laboratories, Inc. (a)(d)	3,153,625		7,095,656
Dyax Corp. (a)	1,874,715		15,785,100
Hyperion Therapeutics, Inc. (a)	452,566		12,708,053
Insmed, Inc. (a)	821,381		16,772,600
Intercept Pharmaceuticals, Inc. (a)	121,598		36,586,406
InterMune, Inc. (a)	950,343		12,687,079
Isis Pharmaceuticals, Inc. (a)	604,972		30,889,870
Medivation, Inc. (a)	200,014		15,921,114
MEI Pharma, Inc. (a)(d)(e)	1,292,805		10,937,130
Mirati Therapeutics, Inc. (a)	513,969		10,700,835
Neurocrine Biosciences, Inc. (a)	926,256		15,829,715
Novavax, Inc. (a)	3,262,662		17,748,881
Synageva BioPharma Corp. (a)(d)	253,613		22,972,266
Theravance, Inc. (a)	354,749		13,061,858
XOMA Corp. (a)(d)	2,182,294		16,956,424
			336,278,521
Health Care Equipment & Supplies - 2.5%
Cerus Corp. (a)(d)(e)	4,257,840		26,270,873
DexCom, Inc. (a)	724,550		29,315,293
ICU Medical, Inc. (a)	291,266		18,789,570
Masimo Corp. (a)	535,112		15,652,026
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Steris Corp.	638,397		$ 29,296,038
The Spectranetics Corp. (a)	422,164		10,984,707
			130,308,507
Health Care Providers & Services - 2.7%
Acadia Healthcare Co., Inc. (a)	455,580		23,252,803
BioScrip, Inc. (a)	1,837,729		15,639,074
Community Health Systems, Inc. (a)	545,900		22,605,719
MEDNAX, Inc. (a)	243,690		13,558,912
Molina Healthcare, Inc. (a)	798,826		28,757,736
PharMerica Corp. (a)	422,416		10,281,605
Surgical Care Affiliates, Inc.	776,729		24,925,234
			139,021,083
Health Care Technology - 0.7%
HMS Holdings Corp. (a)	585,850		13,492,126
Medidata Solutions, Inc. (a)	414,004		26,123,652
			39,615,778
Life Sciences Tools & Services - 0.8%
Bruker BioSciences Corp. (a)	1,201,266		24,445,763
Fluidigm Corp. (a)	338,027		15,251,778
			39,697,541
TOTAL HEALTH CARE			684,921,430
INDUSTRIALS - 14.4%
Aerospace & Defense - 1.3%
AAR Corp.	1,021,757		27,229,824
Teledyne Technologies, Inc. (a)	455,634		41,859,096
			69,088,920
Air Freight & Logistics - 1.0%
Hub Group, Inc. Class A (a)	803,163		33,291,106
UTi Worldwide, Inc.	1,079,100		16,898,706
			50,189,812
Building Products - 0.4%
Ply Gem Holdings, Inc.	1,552,902		20,591,481
Commercial Services & Supplies - 1.4%
Tetra Tech, Inc. (a)	930,268		27,452,209
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
United Stationers, Inc.	580,600		$ 24,054,258
West Corp.	954,852		22,076,178
			73,582,645
Construction & Engineering - 1.8%
Chicago Bridge & Iron Co. NV	520,749		39,050,968
MasTec, Inc. (a)	878,757		31,582,527
URS Corp.	517,040		25,955,408
			96,588,903
Electrical Equipment - 1.0%
General Cable Corp.	1,107,810		31,605,819
SolarCity Corp. (a)(d)	256,500		19,004,085
			50,609,904
Industrial Conglomerates - 0.6%
Carlisle Companies, Inc.	410,900		30,624,377
Machinery - 2.3%
Actuant Corp. Class A	1,003,531		34,340,831
Navistar International Corp. (a)(d)	993,053		30,605,893
TriMas Corp. (a)	813,621		28,314,011
Wabtec Corp.	348,350		25,711,714
			118,972,449
Marine - 0.4%
DryShips, Inc. (a)(d)	5,537,903		18,828,870
Professional Services - 1.9%
Dun & Bradstreet Corp.	321,806		35,398,660
Huron Consulting Group, Inc. (a)	368,331		24,398,245
Stantec, Inc.	673,200		40,969,244
			100,766,149
Trading Companies & Distributors - 2.3%
Applied Industrial Technologies, Inc.	645,323		32,614,624
DXP Enterprises, Inc. (a)	489,429		47,004,761
Kaman Corp.	569,180		22,061,417
Titan Machinery, Inc. (a)(d)(e)	1,250,507		20,383,264
			122,064,066
TOTAL INDUSTRIALS			751,907,576
INFORMATION TECHNOLOGY - 19.8%
Communications Equipment - 2.7%
Aruba Networks, Inc. (a)	2,166,799		42,707,608
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
F5 Networks, Inc. (a)	131,431		$ 14,063,117
Ixia (a)	2,491,869		31,871,005
Polycom, Inc. (a)	1,077,429		12,853,728
Radware Ltd. (a)	1,515,866		25,648,453
Riverbed Technology, Inc. (a)	708,557		13,972,744
			141,116,655
Computers & Peripherals - 2.5%
Cray, Inc. (a)	423,167		12,479,195
Datalink Corp. (a)(e)	1,138,340		16,540,080
Electronics for Imaging, Inc. (a)	850,325		36,028,270
Quantum Corp. (a)	9,868,411		12,335,514
Silicon Graphics International Corp. (a)(e)	2,134,424		27,768,856
Super Micro Computer, Inc. (a)	1,296,809		26,662,393
			131,814,308
Electronic Equipment & Components - 1.0%
InvenSense, Inc. (a)(d)	1,457,000		28,688,330
Neonode, Inc. (a)(d)(e)	1,879,990		10,697,143
TTM Technologies, Inc. (a)	1,317,693		10,554,721
			49,940,194
Internet Software & Services - 3.8%
Bankrate, Inc. (a)	1,627,122		26,993,954
Blucora, Inc. (a)	426,700		10,927,787
Demand Media, Inc. (a)	1,255,123		7,242,060
Demandware, Inc. (a)	172,600		10,991,168
Digital River, Inc. (a)	889,914		15,644,688
E2open, Inc. (a)	389,000		9,316,550
Earthlink Holdings Corp.	1,360,895		5,906,284
LivePerson, Inc. (a)	878,215		12,145,713
Move, Inc. (a)	1,277,223		18,059,933
NIC, Inc.	651,100		14,154,914
Points International Ltd. (a)(e)	1,020,932		24,747,392
Rackspace Hosting, Inc. (a)	417,417		15,198,153
Stamps.com, Inc. (a)	274,400		10,827,824
Web.com Group, Inc. (a)	419,841		14,190,626
			196,347,046
IT Services - 4.8%
EPAM Systems, Inc. (a)	797,552		32,619,877
Euronet Worldwide, Inc. (a)	831,179		35,624,332
ExlService Holdings, Inc. (a)	1,141,762		28,715,314
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - continued
Global Payments, Inc.	543,900		$ 35,946,351
Heartland Payment Systems, Inc.	312,420		13,468,426
InterXion Holding N.V. (a)	1,735,081		42,717,694
Sapient Corp. (a)	1,915,647		30,707,821
ServiceSource International, Inc. (a)	3,906,376		31,172,880
			250,972,695
Semiconductors & Semiconductor Equipment - 1.4%
Monolithic Power Systems, Inc. (a)	658,777		21,535,420
PDF Solutions, Inc. (a)	443,800		10,518,060
Semtech Corp. (a)	327,900		7,479,399
Silicon Laboratories, Inc. (a)	337,700		15,952,948
Skyworks Solutions, Inc. (a)	625,458		18,920,105
			74,405,932
Software - 3.6%
BroadSoft, Inc. (a)	519,520		15,902,507
CommVault Systems, Inc. (a)	406,777		28,096,087
Nuance Communications, Inc. (a)(d)	1,216,303		18,645,925
Parametric Technology Corp. (a)	1,079,226		38,506,784
Rovi Corp. (a)	1,015,859		21,546,369
SS&C Technologies Holdings, Inc. (a)	608,009		23,602,909
Synchronoss Technologies, Inc. (a)	736,714		19,640,795
Tangoe, Inc. (a)(d)	1,164,501		21,228,853
			187,170,229
TOTAL INFORMATION TECHNOLOGY			1,031,767,059
MATERIALS - 4.4%
Chemicals - 2.8%
Axiall Corp.	947,407		37,801,539
Cabot Corp.	619,314		30,142,012
Chemtura Corp. (a)	733,721		18,401,723
Kronos Worldwide, Inc. (d)	1,681,324		26,026,896
PolyOne Corp.	923,601		32,843,252
			145,215,422
Construction Materials - 0.3%
Eagle Materials, Inc.	249,066		19,613,948
Metals & Mining - 1.3%
Carpenter Technology Corp.	407,241		23,664,775
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Walter Energy, Inc. (d)	1,050,550		$ 11,934,248
Worthington Industries, Inc.	787,199		31,913,047
			67,512,070
TOTAL MATERIALS			232,341,440
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.3%
Towerstream Corp. (a)(d)(e)	5,386,878		15,298,734
UTILITIES - 2.6%
Electric Utilities - 2.1%
Allete, Inc.	363,021		18,143,790
Cleco Corp.	536,100		26,193,846
El Paso Electric Co.	472,680		17,219,732
PNM Resources, Inc.	1,044,031		25,735,364
Portland General Electric Co.	761,382		22,978,509
			110,271,241
Gas Utilities - 0.5%
Atmos Energy Corp.	478,076		22,952,429
TOTAL UTILITIES			133,223,670
TOTAL COMMON STOCKS (Cost $4,292,389,683)		4,987,939,188

U.S. Treasury Obligations - 0.0%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.02% to 0.06% 2/6/14 to 5/1/14 (g) (Cost $2,624,902)	$ 2,625,000	2,624,928

Money Market Funds - 9.9%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (b)	246,955,230		$ 246,955,230
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	267,615,647		267,615,647
TOTAL MONEY MARKET FUNDS (Cost $514,570,877)		514,570,877
TOTAL INVESTMENT PORTFOLIO - 105.4% (Cost $4,809,585,462)			5,505,134,993
NET OTHER ASSETS (LIABILITIES) - (5.4)%			(282,037,146)
NET ASSETS - 100%		$ 5,223,097,847

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
487 ICE Russell 2000 Index Contracts (United States)	March 2014	$ 54,948,210	$ (1,222,983)

The face value of futures purchased as a percentage of net assets is 1.1%

Legend

(a) Non-income producing

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

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

(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 $3,404,274 or 0.1% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,624,928.

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	$ 87,451
Fidelity Securities Lending Cash Central Fund	685,255
Total	$ 772,706

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Banner Bank	$ 30,229,248	$ 19,307,674	$ -	$ 314,417	$ 47,174,479
Cerus Corp.	14,358,624	10,632,532*	543,191	-	26,270,873
Datalink Corp.	-	13,232,549	-	-	16,540,080
MEI Pharma, Inc.	5,880,907	4,624,829	491,624	-	10,937,130
Neonode, Inc.	6,714,902	5,885,273*	-	-	10,697,143
Points International Ltd.	7,568,049	15,922,531	-	-	24,747,392
Silicon Graphics International Corp.	-	30,287,050	-	-	27,768,856
Titan Machinery, Inc.	-	21,808,148	-	-	20,383,264
Towerstream Corp.	14,782,688	837,719	-	-	15,298,734
Total	$ 79,534,418	$ 122,538,305	$ 1,034,815	$ 314,417	$ 199,817,951

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

Other Information

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

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 599,201,322	$ 599,201,322	$ -	$ -
Consumer Staples	188,832,235	188,832,235	-	-
Energy	288,313,558	288,313,558	-	-
Financials	1,062,132,164	1,062,132,164	-	-
Health Care	684,921,430	684,921,430	-	-
Industrials	751,907,576	751,907,576	-	-
Information Technology	1,031,767,059	1,031,767,059	-	-
Materials	232,341,440	232,341,440	-	-
Telecommunication Services	15,298,734	15,298,734	-	-
Utilities	133,223,670	133,223,670	-	-
U.S. Government and Government Agency Obligations	2,624,928	-	2,624,928	-
Money Market Funds	514,570,877	514,570,877	-	-
Total Investments in Securities:	$ 5,505,134,993	$ 5,502,510,065	$ 2,624,928	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (1,222,983)	$ (1,222,983)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (1,222,983)
Total Value of Derivatives	$ -	$ (1,222,983)

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $258,033,070) - See accompanying schedule: Unaffiliated issuers (cost $4,104,774,058)	$ 4,790,746,165
Fidelity Central Funds (cost $514,570,877)	514,570,877
Other affiliated issuers (cost $190,240,527)	199,817,951
Total Investments (cost $4,809,585,462)		$ 5,505,134,993
Cash		931
Foreign currency held at value (cost $125,578)		123,929
Receivable for investments sold		70,056,998
Receivable for fund shares sold		721,267
Dividends receivable		1,874,984
Distributions receivable from Fidelity Central Funds		351,720
Prepaid expenses		6,603
Other receivables		107,376
Total assets		5,578,378,801

Liabilities
Payable for investments purchased	$ 65,741,008
Payable for fund shares redeemed	18,550,996
Accrued management fee	2,806,493
Payable for daily variation margin for derivative instruments	42,482
Other affiliated payables	453,625
Other payables and accrued expenses	70,703
Collateral on securities loaned, at value	267,615,647
Total liabilities		355,280,954

Net Assets		$ 5,223,097,847
Net Assets consist of:
Paid in capital		$ 4,419,914,943
Undistributed net investment income		1,522,145
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		107,344,184
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		694,316,575
Net Assets		$ 5,223,097,847

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Series Small Cap Opportunities: Net Asset Value, offering price and redemption price per share ($2,609,537,499 ÷ 197,711,940 shares)		$ 13.20

Class F: Net Asset Value, offering price and redemption price per share ($2,613,560,348 ÷ 196,958,500 shares)		$ 13.27

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended January 31, 2014 (Unaudited)

Investment Income
Dividends (including $314,417 earned from other affiliated issuers)		$ 17,771,974
Interest		1,099
Income from Fidelity Central Funds		772,706
Total income		18,545,779

Expenses
Management fee Basic fee	$ 13,658,467
Performance adjustment	(1,375,340)
Transfer agent fees	1,772,827
Accounting and security lending fees	503,690
Custodian fees and expenses	78,107
Independent trustees' compensation	7,410
Audit	35,215
Legal	6,657
Miscellaneous	10,665
Total expenses before reductions	14,697,698
Expense reductions	(71,581)	14,626,117
Net investment income (loss)		3,919,662
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	245,971,348
Other affiliated issuers	341,092
Foreign currency transactions	(6,637)
Futures contracts	3,987,967
Total net realized gain (loss)		250,293,770
Change in net unrealized appreciation (depreciation) on: Investment securities	45,120,625
Assets and liabilities in foreign currencies	(1,737)
Futures contracts	(1,680,815)
Total change in net unrealized appreciation (depreciation)		43,438,073
Net gain (loss)		293,731,843
Net increase (decrease) in net assets resulting from operations		$ 297,651,505

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,919,662	$ 10,121,371
Net realized gain (loss)	250,293,770	250,130,786
Change in net unrealized appreciation (depreciation)	43,438,073	462,510,828
Net increase (decrease) in net assets resulting from operations	297,651,505	722,762,985
Distributions to shareholders from net investment income	(2,397,517)	(11,718,166)
Distributions to shareholders from net realized gain	(355,403,438)	(119,046,114)
Total distributions	(357,800,955)	(130,764,280)
Share transactions - net increase (decrease)	2,328,657,734	109,169,036
Total increase (decrease) in net assets	2,268,508,284	701,167,741

Net Assets
Beginning of period	2,954,589,563	2,253,421,822
End of period (including undistributed net investment income of $1,522,145 and $0, respectively)	$ 5,223,097,847	$ 2,954,589,563

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

Semiannual Report

Financial Highlights - Series Small Cap Opportunities

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 13.55	$ 10.93	$ 11.22	$ 8.76	$ 6.94	$ 7.97
Income from Investment Operations
Net investment income (loss) ^D	.01	.04	- ^K	- ^{G, K}	(.01)	.03
Net realized and unrealized gain (loss)	1.02	3.20	(.17)	2.50	1.83	(1.02)
Total from investment operations	1.03	3.24	(.17)	2.50	1.82	(.99)
Distributions from net investment income	- ^K	(.05)	- ^K	- ^H	-	(.04)
Distributions from net realized gain	(1.38)	(.57)	(.11)	(.04) ^H	-	-
Total distributions	(1.38)	(.62)	(.12) ^L	(.04)	-	(.04)
Redemption fees added to paid in capital ^J	-	-	-	-	-	-
Net asset value, end of period	$ 13.20	$ 13.55	$ 10.93	$ 11.22	$ 8.76	$ 6.94
Total Return ^{B, C}	8.26%	30.91%	(1.41)%	28.50%	26.22%	(12.34)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.84% ^A	.98%	1.12%	1.10%	1.02%	.93%
Expenses net of fee waivers, if any	.84% ^A	.98%	1.12%	1.10%	1.02%	.93%
Expenses net of all reductions	.84% ^A	.96%	1.11%	1.09%	1.01%	.93%
Net investment income (loss)	.12% ^A	.30%	.04%	(.04)% ^G	(.07)%	.49%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,609,537	$ 1,602,664	$ 1,329,447	$ 1,415,570	$ 1,363,646	$ 1,284,079
Portfolio turnover rate ^F	122% ^A	77%	66%	73%	104%	167%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.27)%. ^H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^J The redemption fee was eliminated during the year ended July 31, 2009. ^K Amount represents less than $.01 per share. ^L Total distributions of $.12 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.113 per share.

Semiannual Report

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

Financial Highlights - Class F

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 13.62	$ 10.99	$ 11.27	$ 8.79	$ 6.94	$ 6.24
Income from Investment Operations
Net investment income (loss) ^D	.02	.06	.03	.02 ^G	.01	- ^K
Net realized and unrealized gain (loss)	1.03	3.21	(.18)	2.50	1.84	.70
Total from investment operations	1.05	3.27	(.15)	2.52	1.85	.70
Distributions from net investment income	(.01)	(.07)	(.01)	- ^I	-	-
Distributions from net realized gain	(1.39)	(.57)	(.11)	(.04) ^I	-	-
Total distributions	(1.40)	(.64)	(.13) ^L	(.04)	-	-
Net asset value, end of period	$ 13.27	$ 13.62	$ 10.99	$ 11.27	$ 8.79	$ 6.94
Total Return ^{B, C}	8.40%	31.09%	(1.23)%	28.74%	26.66%	11.22%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.67% ^A	.79%	.91%	.89%	.78%	.68% ^A
Expenses net of fee waivers, if any	.67% ^A	.79%	.91%	.89%	.78%	.68% ^A
Expenses net of all reductions	.66% ^A	.77%	.91%	.88%	.77%	.68% ^A
Net investment income (loss)	.29% ^A	.49%	.24%	.17% ^G	.17%	.11% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,613,560	$ 1,351,926	$ 923,975	$ 478,821	$ 174,783	$ 197
Portfolio turnover rate ^F	122% ^A	77%	66%	73%	104%	167%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^G Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%. ^H For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009. ^I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. ^J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. 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. ^K Amount represents less than $.01 per share. ^L Total distributions of $.13 per share is comprised of distributions from net investment income of $.012 and distributions from net realized gain of $.113 per share.

Semiannual Report

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

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount, partnerships 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	$ 858,009,483
Gross unrealized depreciation	(167,300,373)
Net unrealized appreciation (depreciation) on securities and other investments	$ 690,709,110

Tax cost	$ 4,814,425,883

4. Derivative Instruments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $3,987,967 and a change in net unrealized appreciation (depreciation) of ($1,680,815) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, including in-kind transactions, other than short-term securities, aggregated $4,124,519,550 and $2,304,160,366, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Small Cap Opportunities as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .63% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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

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

	Amount	% of Average Net Assets*
Series Small Cap Opportunities	$ 1,772,827	.18

* Annualized

Exchanges In-Kind. During the period, certain investment companies managed by the investment adviser or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered investments valued at $1,380,652,585 in exchange for 103,972,612 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,974 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,349,176. 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 $685,255, including $32,229 from securities loaned to FCM.

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Series Small Cap Opportunities	$ 562,708	$ 5,439,782
Class F	1,834,809	6,278,384
Total	$ 2,397,517	$ 11,718,166
From net realized gain
Series Small Cap Opportunities	$ 185,928,427	$ 68,495,319
Class F	169,475,011	50,550,795
Total	$ 355,403,438	$ 119,046,114

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Series Small Cap Opportunities
Shares sold	81,914,559^A	18,962,910	$ 1,081,312,522^A	$ 213,903,891
Reinvestment of distributions	14,725,510	6,656,221	186,491,135	73,935,101
Shares redeemed	(17,238,818)	(28,900,880)	(229,066,074)	(343,341,551)
Net increase (decrease)	79,401,251	(3,281,749)	$ 1,038,737,583	$ (55,502,559)
Class F
Shares sold	94,814,151^A	21,246,567	$ 1,259,784,784^A	$ 247,783,165
Reinvestment of distributions	13,452,037	5,100,288	171,309,820	56,829,179
Shares redeemed	(10,550,143)	(11,157,740)	(141,174,453)	(139,940,749)
Net increase (decrease)	97,716,045	15,189,115	$ 1,289,920,151	$ 164,671,595

^A Amount includes in-kind exchanges (see Note 6: Exchanges In-Kind).

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

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

SMO-SANN-0314
1.839810.106

Fidelity®

Series Real Estate Income

Fund

Fidelity Series Real Estate Income Fund

Class F

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Series Real Estate Income	.77%
Actual		$ 1,000.00	$ 1,024.90	$ 3.93
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class F	.61%
Actual		$ 1,000.00	$ 1,025.90	$ 3.11
Hypothetical^A		$ 1,000.00	$ 1,022.13	$ 3.11

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Five Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
MFA Financial, Inc.	1.5	1.3
Equity Lifestyle Properties, Inc.	1.5	1.3
Acadia Realty Trust (SBI)	1.4	1.3
Ventas, Inc.	1.2	1.4
Excel Trust, Inc. Series B, 8.125%	1.1	1.1
	6.7
Top 5 Bonds as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Wachovia Ltd./Wachovia LLC Series 2006-1A Class A1B, 0.5759% 9/25/26	1.4	1.3
Standard Pacific Corp. 8.375% 5/15/18	1.2	1.1
iStar Financial, Inc. 5.875% 3/15/16	1.1	1.1
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18	1.0	0.0
Blackstone REL 10% 10/1/17	0.9	0.9
	5.6
Top Five REIT Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
REITs - Mortgage	15.2	14.3
REITs - Management/Investment	7.3	6.6
REITs - Shopping Centers	5.8	5.8
REITs - Health Care Facilities	4.4	5.2
REITs - Apartments	4.0	3.1

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Common Stocks 15.5%			Common Stocks 18.3%
	Preferred Stocks 20.0%			Preferred Stocks 16.9%
	Bonds 46.7%			Bonds 45.2%
	Convertible Securities 6.5%			Convertible Securities 4.2%
	Other Investments 6.9%			Other Investments 9.0%
	Short-Term Investments and Net Other Assets (Liabilities) 4.4%			Short-Term Investments and Net Other Assets (Liabilities) 6.4%
* Foreign investments		4.5%	** Foreign investments		5.0%

chi91

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 15.5%
	Shares		Value
FINANCIALS - 14.9%
Real Estate Investment Trusts - 14.7%
Acadia Realty Trust (SBI)	442,700		$ 11,266,715
American Residential Properties, Inc. (e)	65,000		1,202,500
American Tower Corp.	16,900		1,366,872
Anworth Mortgage Asset Corp.	271,800		1,274,742
Apartment Investment & Management Co. Class A	116,300		3,252,911
Arbor Realty Trust, Inc.	113,300		778,371
Associated Estates Realty Corp.	37,200		594,084
AvalonBay Communities, Inc.	23,500		2,902,250
BioMed Realty Trust, Inc.	71,400		1,393,014
Blackstone Mortgage Trust, Inc.	6,600		185,196
CBL & Associates Properties, Inc.	273,500		4,646,765
Cedar Shopping Centers, Inc.	64,200		405,102
Chambers Street Properties	90,800		702,792
Chartwell Retirement Residence (f)	14,700		140,566
CYS Investments, Inc.	179,100		1,418,472
Douglas Emmett, Inc.	80,900		2,057,287
DuPont Fabros Technology, Inc.	11,100		288,489
Dynex Capital, Inc.	228,300		1,840,098
EastGroup Properties, Inc.	20,900		1,240,206
Equity Lifestyle Properties, Inc.	301,700		11,859,827
Equity Residential (SBI)	32,900		1,822,002
Excel Trust, Inc.	206,300		2,353,883
Extra Space Storage, Inc.	22,900		1,045,614
First Potomac Realty Trust	120,400		1,572,424
Glimcher Realty Trust	104,700		896,232
Hatteras Financial Corp.	61,800		1,108,692
Highwoods Properties, Inc. (SBI)	23,100		857,934
Lexington Corporate Properties Trust	355,200		3,839,712
Liberty Property Trust (SBI)	12,800		465,920
LTC Properties, Inc.	57,600		2,185,920
MFA Financial, Inc.	1,636,300		11,928,617
Mid-America Apartment Communities, Inc.	70,300		4,537,162
Monmouth Real Estate Investment Corp. Class A	75,800		700,392
National Retail Properties, Inc. (e)	22,600		750,320
Newcastle Investment Corp.	262,200		1,426,368
NorthStar Realty Finance Corp.	46,200		674,058
Piedmont Office Realty Trust, Inc. Class A (e)	60,200		1,003,534
Prologis, Inc.	127,900		4,957,404
Redwood Trust, Inc. (e)	94,200		1,761,540
Retail Properties America, Inc.	55,600		733,364
Select Income (REIT)	42,500		1,173,000
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Senior Housing Properties Trust (SBI)	99,900		$ 2,249,748
Simon Property Group, Inc.	16,400		2,539,376
Stag Industrial, Inc.	65,300		1,401,338
Summit Hotel Properties, Inc.	30,300		269,973
Terreno Realty Corp.	137,761		2,379,132
Two Harbors Investment Corp.	155,800		1,531,514
Ventas, Inc.	151,600		9,458,324
Washington REIT (SBI)	46,100		1,074,130
Weyerhaeuser Co.	61,200		1,828,656
WP Carey, Inc.	11,100		655,788
			117,998,330
Real Estate Management & Development - 0.2%
Kennedy-Wilson Holdings, Inc.	74,800		1,796,696
TOTAL FINANCIALS			119,795,026
HEALTH CARE - 0.6%
Health Care Providers & Services - 0.6%
Brookdale Senior Living, Inc. (a)	23,700		650,802
Emeritus Corp. (a)	186,600		4,114,530
			4,765,332
TOTAL COMMON STOCKS (Cost $109,026,896)		124,560,358
Preferred Stocks - 21.1%

Convertible Preferred Stocks - 1.1%
FINANCIALS - 1.1%
Real Estate Investment Trusts - 1.1%
CommonWealth REIT 6.50%	127,200		2,760,240
Excel Trust, Inc. 7.00% (f)	24,300		584,901
Health Care REIT, Inc. Series I, 6.50%	16,200		882,395
Lexington Corporate Properties Trust Series C, 6.50%	59,500		2,720,935
Weyerhaeuser Co. Series A, 6.375%	32,000		1,716,000
			8,664,471
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - 20.0%
CONSUMER DISCRETIONARY - 0.4%
Hotels, Restaurants & Leisure - 0.4%
Red Lion Hotels Capital Trust 9.50%	108,357		$ 2,802,112
FINANCIALS - 19.6%
Capital Markets - 0.1%
Arlington Asset Investment Corp. 6.625%	31,528		680,374
Real Estate Investment Trusts - 19.4%
AG Mortgage Investment Trust, Inc. 8.00%	82,804		1,851,497
American Capital Agency Corp. 8.00%	120,000		3,061,200
American Homes 4 Rent:
Series A, 5.00%	210,000		5,140,800
Series B, 5.00%	80,000		1,964,000
American Realty Capital Properties, Inc. Series F, 6.70%	36,000		770,400
Annaly Capital Management, Inc.:
Series A, 7.875%	150,300		3,781,548
Series C, 7.625%	9,839		226,297
Series D, 7.50%	55,213		1,256,648
Anworth Mortgage Asset Corp. Series A, 8.625%	178,800		4,416,360
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625%	61,725		1,546,829
Apollo Residential Mortgage, Inc. Series A, 8.00%	49,077		1,118,465
Arbor Realty Trust, Inc.:
Series A, 8.25%	41,922		1,048,888
Series B, 7.75%	40,000		929,600
Armour Residential REIT, Inc. Series B, 7.875%	25,701		562,595
Ashford Hospitality Trust, Inc.:
Series D, 8.45%	51,709		1,295,828
Series E, 9.00%	35,948		935,007
Brandywine Realty Trust Series E, 6.90%	16,000		390,080
Campus Crest Communities, Inc. Series A, 8.00%	71,569		1,789,225
Capstead Mortgage Corp. Series E, 7.50%	37,016		885,423
CBL & Associates Properties, Inc.:
Series D, 7.375%	67,200		1,617,504
Series E, 6.625%	25,000		560,250
Cedar Shopping Centers, Inc. Series B, 7.25%	109,018		2,508,504
Chesapeake Lodging Trust Series A, 7.75%	64,034		1,597,008
Colony Financial, Inc. Series A, 8.50%	77,829		1,972,187
CommonWealth REIT:
7.50%	24,923		518,398
Series E, 7.25%	172,345		3,900,167
Coresite Realty Corp. Series A, 7.25%	30,000		695,400
Corporate Office Properties Trust Series L, 7.375%	120,000		2,930,400
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Cousins Properties, Inc. Series B, 7.50%	34,900		$ 869,708
CubeSmart Series A, 7.75%	40,000		1,030,000
CYS Investments, Inc.:
Series A, 7.75%	10,014		216,803
Series B, 7.50%	58,433		1,221,250
DDR Corp.:
Series J, 6.50%	30,181		677,563
Series K, 6.25%	25,489		549,033
Digital Realty Trust, Inc.:
Series E, 7.00%	14,589		338,902
Series F, 6.625%	20,000		439,600
Series G, 5.875%	28,270		534,586
Duke Realty LP Series L, 6.60%	4,300		102,770
DuPont Fabros Technology, Inc. Series B, 7.625%	73,798		1,771,152
Dynex Capital, Inc.:
Series A, 8.50%	96,313		2,334,627
Series B, 7.625%	47,335		1,042,317
Equity Lifestyle Properties, Inc. Series C, 6.75%	182,313		4,227,838
Essex Property Trust, Inc. Series H, 7.125%	8,100		207,765
Excel Trust, Inc. Series B, 8.125%	360,000		9,237,600
First Potomac Realty Trust 7.75%	107,746		2,737,826
Five Oaks Investment Corp. Series A, 8.75%	40,000		992,000
General Growth Properties, Inc. Series A, 6.375%	16,485		352,449
Gladstone Commercial Corp. Series C, 7.125%	67,762		1,729,964
Glimcher Realty Trust:
6.875%	3,183		69,867
Series G, 8.125%	40,977		1,030,162
Series H, 7.50%	53,575		1,276,692
Hatteras Financial Corp. Series A, 7.625%	36,972		826,324
Health Care REIT, Inc. Series J, 6.50%	20,000		473,000
Hersha Hospitality Trust Series B, 8.00%	18,928		474,146
Hospitality Properties Trust Series D, 7.125%	40,200		968,016
Hudson Pacific Properties, Inc. 8.375%	84,787		2,192,592
Inland Real Estate Corp. Series A, 8.125%	200,000		5,140,000
Invesco Mortgage Capital, Inc. Series A, 7.75%	30,151		705,835
Investors Real Estate Trust Series B, 7.95%	33,428		856,091
iStar Financial, Inc.:
Series E, 7.875%	24,583		585,075
Series F, 7.80%	128,864		3,020,572
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
iStar Financial, Inc.: - continued
Series G, 7.65%	84,000		$ 1,932,840
Kilroy Realty Corp.:
Series G, 6.875%	20,000		462,400
Series H, 6.375%	18,204		388,291
Kite Realty Group Trust 8.25%	4,100		104,181
LaSalle Hotel Properties:
Series G, 7.25%	26,100		639,450
Series H, 7.50%	37,192		945,421
Series I, 6.375%	16,639		357,739
LBA Realty Fund II Series B, 7.625%	118,900		2,272,179
MFA Financial, Inc.:
8.00%	108,747		2,831,772
Series B, 7.50%	188,749		4,114,728
Monmouth Real Estate Investment Corp. Series B, 7.875%	30,000		753,000
National Retail Properties, Inc.:
5.70%	14,624		295,405
Series D, 6.625%	35,767		841,955
New York Mortgage Trust, Inc. Series B, 7.75%	70,013		1,457,671
NorthStar Realty Finance Corp.:
Series B, 8.25%	16,301		393,343
Series C, 8.875%	105,295		2,658,699
Series D, 8.50%	31,413		768,362
Pebblebrook Hotel Trust:
Series A, 7.875%	119,000		3,040,450
Series B, 8.00%	37,400		951,082
Series C, 6.50%	66,082		1,390,365
Pennsylvania (REIT) 7.375%	55,408		1,335,333
Prologis, Inc. Series Q, 8.54%	15,800		885,116
PS Business Parks, Inc. Series U, 5.75%	102,483		2,090,653
Regency Centers Corp. Series 6, 6.625%	17,739		418,818
Retail Properties America, Inc. 7.00%	60,502		1,360,085
Sabra Health Care REIT, Inc. Series A, 7.125%	70,000		1,732,500
Saul Centers, Inc.:
Series A, 8.00%	14,472		367,878
Series C, 6.875%	69,596		1,628,546
Stag Industrial, Inc. Series A, 9.00%	280,000		7,456,400
Strategic Hotel & Resorts, Inc. Series A, 8.50%	21,591		526,820
Summit Hotel Properties, Inc. Series A, 9.25%	173,700		4,625,631
Preferred Stocks - continued
	Shares		Value
Nonconvertible Preferred Stocks - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Sun Communities, Inc. Series A, 7.125%	24,000		$ 574,800
Sunstone Hotel Investors, Inc. Series D, 8.00%	32,939		833,357
Taubman Centers, Inc. Series K, 6.25%	19,561		426,234
Terreno Realty Corp. Series A, 7.75%	81,048		2,055,377
UMH Properties, Inc. Series A, 8.25%	96,000		2,445,120
Urstadt Biddle Properties, Inc. Series F, 7.125%	30,000		702,000
Weingarten Realty Investors (SBI) Series F, 6.50%	26,708		634,315
Winthrop Realty Trust:
7.75%	60,000		1,519,800
Series D, 9.25%	35,000		929,950
			156,650,699
Real Estate Management & Development - 0.1%
Kennedy-Wilson, Inc. 7.75%	35,054		883,361
TOTAL FINANCIALS			158,214,434
TOTAL NONCONVERTIBLE PREFERRED STOCKS			161,016,546
TOTAL PREFERRED STOCKS (Cost $170,602,664)		169,681,017

Corporate Bonds - 26.2%
	Principal Amount
Convertible Bonds - 5.4%
CONSUMER DISCRETIONARY - 0.1%
Hotels, Restaurants & Leisure - 0.1%
Morgans Hotel Group Co. 2.375% 10/15/14	$ 1,365,000		1,337,700
FINANCIALS - 5.3%
Consumer Finance - 0.4%
Zais Financial Partners LP 8% 11/15/16 (f)	3,000,000		3,020,625
Diversified Financial Services - 0.6%
IAS Operating Partnership LP 5% 3/15/18 (f)	4,920,000		4,677,075
Real Estate Investment Trusts - 4.0%
Annaly Capital Management, Inc. 5% 5/15/15	6,690,000		6,827,981
Ares Commercial Real Estate Corp. 7% 12/15/15	2,300,000		2,351,750
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18	7,750,000		8,394,800
Corporate Bonds - continued
	Principal Amount		Value
Convertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (f)	$ 3,000,000		$ 3,000,000
CapLease, Inc. 7.5% 10/1/27 (f)	4,458,000		4,458,000
Colony Financial, Inc. 3.875% 1/15/21	750,000		751,406
PennyMac Corp. 5.375% 5/1/20 (f)	1,500,000		1,454,063
RAIT Financial Trust 4% 10/1/33	2,000,000		1,962,500
Redwood Trust, Inc. 4.625% 4/15/18	3,000,000		3,078,900
			32,279,400
Real Estate Management & Development - 0.3%
Forest City Enterprises, Inc. 3.625% 8/15/20 (f)	2,450,000		2,491,344
Grubb & Ellis Co. 7.95% 5/1/15 (d)(f)	1,540,000		3,080
			2,494,424
TOTAL FINANCIALS			42,471,524
TOTAL CONVERTIBLE BONDS			43,809,224
Nonconvertible Bonds - 20.8%
CONSUMER DISCRETIONARY - 6.9%
Hotels, Restaurants & Leisure - 1.1%
FelCor Lodging LP 6.75% 6/1/19	1,375,000		1,478,125
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 (f)	1,555,000		1,609,425
Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc. 8% 10/1/20 (f)	2,250,000		2,334,375
Times Square Hotel Trust 8.528% 8/1/26 (f)	2,655,424		3,416,006
			8,837,931
Household Durables - 5.8%
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (f)	1,800,000		1,782,000
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (f)	530,000		532,650
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (f)	395,000		413,763
D.R. Horton, Inc.:
5.75% 8/15/23	490,000		504,700
6.5% 4/15/16	811,000		890,073
Corporate Bonds - continued
	Principal Amount		Value
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - continued
KB Home:
8% 3/15/20	$ 2,395,000		$ 2,664,438
9.1% 9/15/17	1,930,000		2,265,338
Lennar Corp.:
4.125% 12/1/18	1,220,000		1,218,475
5.6% 5/31/15	1,216,000		1,279,232
6.95% 6/1/18	1,720,000		1,926,400
M.D.C. Holdings, Inc. 5.5% 1/15/24	1,055,000		1,064,249
M/I Homes, Inc. 8.625% 11/15/18	6,764,000		7,338,940
Meritage Homes Corp.:
7% 4/1/22	2,005,000		2,145,350
7.15% 4/15/20	1,940,000		2,119,450
Ryland Group, Inc.:
6.625% 5/1/20	445,000		475,038
8.4% 5/15/17	1,446,000		1,670,130
Standard Pacific Corp.:
8.375% 5/15/18	8,047,000		9,435,108
10.75% 9/15/16	3,284,000		3,981,850
Toll Brothers Finance Corp. 5.875% 2/15/22	450,000		470,250
William Lyon Homes, Inc.:
8.5% 11/15/20	3,900,000		4,212,000
8.5% 11/15/20 (f)	420,000		453,600
			46,843,034
TOTAL CONSUMER DISCRETIONARY			55,680,965
FINANCIALS - 12.2%
Diversified Financial Services - 0.7%
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (f)	1,025,000		1,089,063
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
5.875% 2/1/22 (f)	820,000		812,825
6% 8/1/20 (f)	2,000,000		2,072,500
6% 8/1/20	1,500,000		1,546,875
			5,521,263
Real Estate Investment Trusts - 9.2%
American Tower Corp. 3.4% 2/15/19	2,000,000		2,068,088
Camden Property Trust 5% 6/15/15	1,135,000		1,196,665
Corporate Bonds - continued
	Principal Amount		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
CBL & Associates LP 5.25% 12/1/23	$ 2,000,000		$ 2,062,306
Commercial Net Lease Realty, Inc.:
6.15% 12/15/15	917,000		1,000,254
6.25% 6/15/14	949,000		967,068
CubeSmart LP 4.8% 7/15/22	1,000,000		1,049,786
DCT Industrial Operating Partnership LP 4.5% 10/15/23 (f)	2,000,000		1,997,146
Developers Diversified Realty Corp.:
7.5% 7/15/18	2,407,000		2,877,573
9.625% 3/15/16	2,254,000		2,629,417
DuPont Fabros Technology LP 5.875% 9/15/21	2,000,000		2,075,000
Equity One, Inc.:
5.375% 10/15/15	405,000		433,827
6% 9/15/16	811,000		899,649
6.25% 1/15/17	811,000		906,117
Health Care Property Investors, Inc.:
6% 3/1/15	1,216,000		1,283,752
6.3% 9/15/16	3,850,000		4,348,791
7.072% 6/8/15	405,000		436,484
Health Care REIT, Inc. 4.125% 4/1/19	1,000,000		1,064,643
Healthcare Realty Trust, Inc.:
3.75% 4/15/23	801,000		759,643
6.5% 1/17/17	506,000		568,590
Highwoods/Forsyth LP:
3.625% 1/15/23	393,000		369,853
5.85% 3/15/17	2,593,000		2,873,526
Hospitality Properties Trust:
5% 8/15/22	823,000		853,298
5.625% 3/15/17	1,248,000		1,358,935
6.7% 1/15/18	811,000		914,385
7.875% 8/15/14	405,000		405,808
HRPT Properties Trust 6.25% 8/15/16	4,000,000		4,256,188
iStar Financial, Inc.:
3.875% 7/1/16	525,000		538,125
5.85% 3/15/17	825,000		882,750
5.875% 3/15/16	8,610,000		9,212,700
6.05% 4/15/15	2,887,000		3,031,350
7.125% 2/15/18	1,010,000		1,128,675
9% 6/1/17	2,430,000		2,855,250
Corporate Bonds - continued
	Principal Amount		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Lexington Corporate Properties Trust 4.25% 6/15/23 (f)	$ 2,500,000		$ 2,426,633
MPT Operating Partnership LP/MPT Finance Corp. 6.375% 2/15/22	1,685,000		1,739,763
National Retail Properties, Inc. 6.875% 10/15/17	1,621,000		1,888,442
Nationwide Health Properties, Inc. 6% 5/20/15	1,540,000		1,643,890
Omega Healthcare Investors, Inc. 7.5% 2/15/20	811,000		873,853
Potlatch Corp. 7.5% 11/1/19	811,000		932,650
Prologis LP 7.625% 7/1/17	1,268,000		1,448,492
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20	811,000		961,509
Senior Housing Properties Trust:
6.75% 4/15/20	576,000		653,193
6.75% 12/15/21	2,000,000		2,259,212
UDR, Inc. 5.5% 4/1/14	1,000,000		1,007,349
United Dominion Realty Trust, Inc.:
5.25% 1/15/15	405,000		420,975
5.25% 1/15/16	811,000		873,097
			74,434,700
Real Estate Management & Development - 2.3%
Brandywine Operating Partnership LP:
6% 4/1/16	811,000		884,637
7.5% 5/15/15	405,000		437,835
CBRE Group, Inc. 5% 3/15/23	1,225,000		1,171,406
First Industrial LP 5.75% 1/15/16	811,000		865,661
Host Hotels & Resorts LP 6% 10/1/21	485,000		540,205
Howard Hughes Corp. 6.875% 10/1/21 (f)	1,615,000		1,683,638
Kennedy-Wilson, Inc. 8.75% 4/1/19	3,000,000		3,262,500
Mid-America Apartments LP:
6.05% 9/1/16 (f)	1,216,000		1,345,268
6.25% 6/15/14 (f)	1,293,000		1,318,745
Realogy Corp. 7.875% 2/15/19 (f)	1,450,000		1,580,500
Regency Centers LP:
5.25% 8/1/15	3,250,000		3,444,080
5.875% 6/15/17	486,000		543,051
Corporate Bonds - continued
	Principal Amount		Value
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Ventas Realty LP/Ventas Capital Corp.:
3.125% 11/30/15	$ 552,000		$ 574,198
4% 4/30/19	597,000		635,222
			18,286,946
TOTAL FINANCIALS			98,242,909
HEALTH CARE - 1.2%
Health Care Equipment & Supplies - 0.3%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp.:
6% 10/15/21	295,000		302,375
7.75% 2/15/19	1,835,000		1,972,625
			2,275,000
Health Care Providers & Services - 0.9%
Sabra Health Care LP/Sabra Capital Corp.:
5.375% 6/1/23	3,500,000		3,412,500
5.5% 2/1/21	3,450,000		3,501,750
			6,914,250
TOTAL HEALTH CARE			9,189,250
INDUSTRIALS - 0.1%
Industrial Conglomerates - 0.1%
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17	785,000		824,250
MATERIALS - 0.2%
Paper & Forest Products - 0.2%
Plum Creek Timberlands LP 5.875% 11/15/15	1,621,000		1,749,339
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
Crown Castle International Corp. 5.25% 1/15/23	1,500,000		1,486,875
TOTAL NONCONVERTIBLE BONDS			167,173,588
TOTAL CORPORATE BONDS (Cost $198,264,446)		210,982,812
Asset-Backed Securities - 5.1%
	Principal Amount		Value
Capital Trust RE CDO Ltd. Series 2005-3A Class A2, 5.16% 6/25/35 (f)	$ 158,389		$ 158,389
CapitalSource Real Estate Loan Trust Series 2006-1A Class A2A, 0.4904% 1/20/37 (f)(g)	332,189		315,579
CBRE Realty Finance CDO LLC Series 2007-1A Class A1, 0.4899% 4/7/52 (f)(g)	1,041,737		1,005,276
Conseco Finance Securitizations Corp.:
Series 2002-1 Class M2, 9.546% 12/1/33	1,216,000		1,135,354
Series 2002-2 Class M2, 9.163% 3/1/33 (g)	2,026,000		1,738,615
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27	1,507,490		1,464,703
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40	3,514,321		1,704,446
Mesa West Capital CDO Ltd. Series 2007-1A:
Class A1, 0.418% 2/25/47 (f)(g)	3,093,730		3,036,496
Class A2, 0.448% 2/25/47 (f)(g)	4,000,000		3,766,000
N-Star Real Estate CDO Ltd. Series 1A Class B1, 1.9126% 8/28/38 (f)(g)	560,597		557,795
Residential Asset Securities Corp. Series 2003-KS10 Class MI3, 6.41% 12/25/33	235,207		144,312
Wachovia Ltd./Wachovia LLC:
Series 2006-1 Class 1ML, 5.7459% 9/25/26 (f)(g)	2,432,000		1,672,000
Series 2006-1A:
Class A1A, 0.5059% 9/25/26 (f)(g)	100,287		100,087
Class A1B, 0.5759% 9/25/26 (f)(g)	11,266,000		11,040,680
Class B, 0.6059% 9/25/26 (f)(g)	1,780,000		1,731,050
Class C, 0.7759% 9/25/26 (f)(g)	3,250,000		3,144,375
Class D, 0.8759% 9/25/26 (f)(g)	460,000		432,400
Class E, 0.9759% 9/25/26 (f)(g)	1,220,000		1,137,650
Class F, 1.3959% 9/25/26 (f)(g)	2,408,000		2,209,340
Class G, 1.5959% 9/25/26 (f)(g)	1,343,000		1,227,233
Class H, 1.8959% 9/25/26 (f)(g)	3,486,000		3,176,792
TOTAL ASSET-BACKED SECURITIES (Cost $37,695,666)		40,898,572
Collateralized Mortgage Obligations - 0.5%

Private Sponsor - 0.5%
COMM pass-thru certificates Series 2007-FL14 Class AJ, 0.34% 6/15/22 (f)(g)	503,208		498,176
FREMF Mortgage Trust:
Series 2010-K6 Class B, 5.3581% 12/25/46 (f)(g)	811,000		877,946
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
FREMF Mortgage Trust: - continued
Series 2010-K7 Class B, 5.4355% 4/25/20 (f)(g)	$ 2,605,000		$ 2,833,472
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (f)	186,647		197,272
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $3,876,462)		4,406,866
Commercial Mortgage Securities - 20.3%

Aventura Mall Trust Series 2013-AVM Class E, 3.7427% 12/5/32 (f)	2,000,000		1,858,493
Banc of America Commercial Mortgage Trust Series 2005-1 Class CJ, 5.2895% 11/10/42 (g)	1,175,000		1,225,937
Banc of America Large Loan, Inc. floater Series 2005-MIB1 Class K, 2.16% 3/15/22 (f)(g)	387,059		291,731
Banc of America REMIC Trust Series 2012-CLMZ Class A, 7.66% 8/15/17 (f)(g)	1,010,000		1,037,573
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW11 Class AJ, 5.439% 3/11/39 (g)	2,432,000		2,535,567
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 3.91% 8/15/26 (f)(g)	1,500,000		1,501,422
CGBAM Commercial Mortgage Trust Series 2013-D Class D, 3.018% 5/15/30 (f)(g)	2,250,000		2,260,231
Chase Commercial Mortgage Securities Corp. Series 1998-1 Class H, 6.34% 5/18/30 (f)	1,621,000		1,487,302
Citigroup Commercial Mortgage Trust Series 2013-GC15 Class D, 5.1076% 9/10/46 (f)(g)	2,000,000		1,835,582
COMM Mortgage Trust:
Series 2013-CR10 Class D, 4.958% 8/10/46 (f)(g)	1,300,000		1,186,763
Series 2013-CR12 Class D, 5.086% 10/10/46 (f)(g)	1,900,000		1,734,409
Series 2013-CR9 Class D, 4.403% 7/10/45 (f)	1,897,000		1,635,948
Series 2013-LC6 Class D, 4.2901% 1/10/46 (f)(g)	1,912,000		1,703,697
COMM Mortgage Trust pass-thru certificates:
floater Series 2006-FL12 Class AJ, 0.29% 12/15/20 (f)(g)	394,922		390,374
Series 2005-LP5 Class F, 5.29% 5/10/43 (f)(g)	2,000,000		2,070,154
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (f)	1,859,999		1,798,989
Commercial Mortgage Trust pass-thru certificates:
Series 2005-C6 Class AJ, 5.209% 6/10/44 (g)	2,000,000		2,100,238
Series 2012-CR1:
Class C, 5.3677% 5/15/45 (g)	3,000,000		3,179,289
Commercial Mortgage Securities - continued
	Principal Amount		Value
Commercial Mortgage Trust pass-thru certificates: - continued
Class D, 5.3677% 5/15/45 (f)(g)	$ 1,350,000		$ 1,326,702
Series 2012-CR2 Class D, 4.8579% 8/15/45 (f)(g)	500,000		494,059
Series 2012-LC4:
Class C, 5.6478% 12/10/44 (g)	780,000		842,934
Class D, 5.6478% 12/10/44 (f)(g)	2,830,000		2,786,497
Credit Suisse First Boston Mortgage Securities Corp. Series 1998-C2 Class F, 6.75% 11/15/30 (f)	642,090		665,762
DBUBS Mortgage Trust Series 2011-LC1A Class E, 5.5571% 11/10/46 (f)(g)	2,450,000		2,535,804
Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class J, 6.22% 6/15/31	580,687		580,159
DLJ Commercial Mortgage Corp. Series 1998-CG1 Class B4, 7.1722% 6/10/31 (f)(g)	74,267		74,248
Extended Stay America Trust:
Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (f)	2,000,000		1,960,644
Series 2013-ESHM Class M, 7.625% 12/5/19 (f)	831,389		853,927
Freddie Mac pass-thru certificates:
Series K011 Class X3, 2.5751% 12/25/43 (g)(h)	4,947,000		712,660
Series K012 Class X3, 2.2879% 1/25/41 (g)(h)	2,846,999		366,651
Series K013 Class X3, 2.7902% 1/25/43 (g)(h)	4,806,000		766,259
G-Force LLC sequential payer Series 2005-RRA Class A2, 4.83% 8/22/36 (f)	360,334		361,054
GCCFC Commercial Mortgage Trust Series 2005-GG3 Class B, 4.894% 8/10/42 (g)	885,000		906,205
GMAC Commercial Mortgage Securities, Inc.:
Series 1997-C2 Class G, 6.75% 4/15/29 (g)	696,905		766,018
Series 1999-C3 Class J, 6.974% 8/15/36 (f)	2,204,000		2,251,838
Series 2000-C1 Class K, 7% 3/15/33	23,246		23,705
Series 2003-C3 Class H, 6.3089% 4/10/40 (f)(g)	270,212		274,216
GS Mortgage Securities Trust:
Series 2010-C2 Class D, 5.225% 12/10/43 (f)(g)	2,000,000		2,040,652
Series 2012-GC6 Class C, 5.638% 1/10/45 (f)(g)	2,400,000		2,597,081
Series 2012-GCJ7:
Class C, 5.7227% 5/10/45 (g)	3,500,000		3,778,535
Class D, 5.7227% 5/10/45 (f)(g)	2,500,000		2,502,273
Class E, 5% 5/10/45 (f)	980,000		796,423
Series 2013-GC16 Class D, 5.323% 11/10/46 (f)(g)	3,000,000		2,766,937
Hilton U.S.A. Trust Series 2013-HLT Class EFX, 5.2216% 11/5/30 (f)(g)	4,250,000		4,305,594
Invitation Homes Trust floater Series 2013-SFR1:
Class E, 2.814% 12/17/30 (f)(g)	1,500,000		1,504,728
Commercial Mortgage Securities - continued
	Principal Amount		Value
Invitation Homes Trust floater Series 2013-SFR1: - continued
Class F, 3.814% 12/17/30 (f)(g)	$ 1,750,000		$ 1,758,530
JP Morgan Chase Commercial Mortgage Securities Trust floater Series 2013-JWRZ Class E, 3.9% 4/15/30 (f)(g)	1,280,000		1,275,910
JPMorgan Chase Commercial Mortgage Securities Corp.:
Series 2003-C1 Class F, 6.0065% 1/12/37 (f)(g)	756,000		766,318
Series 2009-IWST Class D, 7.4453% 12/5/27 (f)(g)	2,779,000		3,138,286
Series 2010-CNTM Class MZ, 8.5% 8/5/20 (f)	2,620,000		2,753,610
Series 2010-CNTR Class D, 6.1838% 8/5/32 (f)(g)	1,216,000		1,333,883
Series 2011-C4 Class E, 5.3964% 7/15/46 (f)(g)	1,390,000		1,428,735
Series 2012-CBX Class C, 5.1867% 6/16/45 (g)	1,240,000		1,286,596
JPMorgan Chase Commercial Mortgage Securities Trust:
floater:
Series 2013-INMZ Class M, 6.1375% 9/15/18 (f)(g)	2,000,000		2,011,681
Series 2013-INN Class E, 4.41% 10/15/30 (f)(g)	2,000,000		2,002,131
Series 2014-FBLU Class E, 3.665% 12/15/28 (g)	2,000,000		2,002,542
Series 2005-LDP2 Class C, 4.911% 7/15/42 (g)	4,000,000		4,024,812
LB Commercial Conduit Mortgage Trust Series 1998-C4 Class G, 5.6% 10/15/35 (f)	144,308		145,835
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2005-C3 Class AJ, 4.843% 7/15/40	4,760,000		4,958,392
Series 2005-C7 Class AJ, 5.323% 11/15/40 (g)	1,240,000		1,310,193
Series 2005-C1 Class E, 4.924% 2/15/40	1,000,000		1,015,108
Series 2006-C4 Class AJ, 5.878% 6/15/38 (g)	2,511,000		2,659,383
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2007-LLFA Class E, 1.06% 6/15/22 (f)(g)	256,730		256,154
LSTAR Commercial Mortgage Trust Series 2011-1:
Class B, 5.3966% 6/25/43 (f)(g)	1,897,000		1,940,827
Class D, 5.3966% 6/25/43 (f)(g)	1,564,000		1,566,910
Mach One Trust LLC Series 2004-1A Class H, 6.2765% 5/28/40 (f)(g)	540,000		557,388
Mezz Capital Commercial Mortgage Trust sequential payer Series 2004-C2 Class A, 5.318% 10/15/40 (f)	2,178,165		2,047,475
Morgan Stanley BAML Trust:
Series 2012-C6 Class D, 4.6636% 11/15/45 (f)(g)	2,000,000		1,938,744
Series 2013-C12 Class D, 4.935% 10/15/46 (f)	1,500,000		1,351,430
Series 2013-C13 Class D, 4.8964% 11/15/46 (f)(g)	2,500,000		2,244,578
Series 2013-C7 Class E, 4.3038% 2/15/46 (f)(g)	1,490,000		1,202,460
Commercial Mortgage Securities - continued
	Principal Amount		Value
Morgan Stanley Capital I Trust:
sequential payer:
Series 2006-HQ10 Class AM, 5.36% 11/12/41	$ 3,769,000		$ 4,149,277
Series 2012-C4 Class E, 5.5254% 3/15/45 (f)(g)	2,250,000		2,256,518
Series 1997-RR Class F, 7.4283% 4/30/39 (f)(g)	188,738		188,738
Series 1998-CF1 Class G, 7.35% 7/15/32 (f)	1,800,094		1,406,203
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43	3,242,000		3,528,470
Series 2011-C1 Class C, 5.2519% 9/15/47 (f)(g)	2,000,000		2,179,648
Series 2011-C2:
Class D, 5.3058% 6/15/44 (f)(g)	1,532,000		1,595,707
Class E, 5.3058% 6/15/44 (f)(g)	1,946,000		2,000,426
Class F, 5.3058% 6/15/44 (f)(g)	1,467,000		1,322,556
Class XB, 0.4596% 6/15/44 (f)(g)(h)	51,641,000		1,664,028
Series 2011-C3 Class C, 5.1765% 7/15/49 (f)(g)	2,000,000		2,119,242
Series 2012-C4 Class D, 5.5254% 3/15/45 (f)(g)	1,640,000		1,700,580
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (f)	1,121,155		1,398,865
RBSCF Trust Series 2010-MB1 Class D, 4.686% 4/15/24 (f)(g)	2,687,000		2,776,071
SCG Trust Series 2013-SRP1 Class D, 3.5105% 11/15/26 (f)(g)	1,000,000		965,467
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (f)	2,026,000		2,070,084
UBS Commercial Mortgage Trust Series 2007-FL1 Class F, 0.735% 7/15/24 (f)(g)	1,459,000		1,313,100
UBS-BAMLL Trust Series 12-WRM Class D, 4.238% 6/10/30 (f)(g)	1,460,000		1,331,374
Wachovia Bank Commercial Mortgage Trust:
Series 2004-C10 Class E, 4.931% 2/15/41	1,621,000		1,619,102
Series 2004-C12 Class D, 5.2885% 7/15/41 (g)	1,824,000		1,845,616
Series 2004-C14 Class B, 5.17% 8/15/41	2,708,000		2,754,139
WF-RBS Commercial Mortgage Trust:
Series 2011-C3:
Class C, 5.335% 3/15/44 (f)	2,100,000		2,248,052
Class D, 5.5481% 3/15/44 (f)(g)	1,000,000		1,029,096
Series 2011-C5:
Class C, 5.6361% 11/15/44 (f)(g)	1,250,000		1,372,371
Class F, 5.25% 11/15/44 (f)(g)	2,000,000		1,801,344
Series 2012-C7 Class D, 4.8477% 6/15/45 (f)(g)	620,000		617,339
WF-RBS Commercial Mortgage Trust Series 2012-C10 Class E, 4.4601% 12/15/45 (f)(g)	910,000		727,897
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $149,828,355)		163,634,485
Bank Loan Obligations - 6.9%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 1.8%
Hotels, Restaurants & Leisure - 1.6%
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (g)	$ 3,250,000		$ 3,282,500
CityCenter Holdings LLC Tranche B, term loan 5% 10/16/20 (g)	385,000		389,813
Cooper Hotel Group REL 12% 11/6/17	2,331,259		2,447,822
Extended Stay America, Inc. REL 9.625% 12/1/19	675,926		694,852
Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (g)	100,000		102,250
Hilton Worldwide Finance, LLC Tranche B, term loan 3.75% 10/25/20 (g)	3,552,632		3,574,836
La Quinta:
Tranche A, term loan 11.375% 7/6/14 (g)	1,242,125		1,251,441
Tranche B, term loan 11.375% 7/6/14 (g)	931,604		938,591
			12,682,105
Multiline Retail - 0.1%
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (g)	626,850		607,261
Specialty Retail - 0.1%
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 4.25% 10/11/18 (g)	1,346,400		1,361,547
TOTAL CONSUMER DISCRETIONARY			14,650,913
FINANCIALS - 3.2%
Diversified Financial Services - 1.3%
Blackstone REL 10% 10/1/17	7,463,516		7,612,787
BRE Select Hotels Corp. REL 5.917% 5/9/18 (g)	2,260,845		2,281,193
Pilot Travel Centers LLC Tranche B 2LN, term loan 4.25% 8/7/19 (g)	659,045		664,844
			10,558,824
Real Estate Investment Trusts - 1.1%
iStar Financial, Inc. Tranche B, term loan 4.5% 10/15/17 (g)	6,566,982		6,591,608
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/10/20 (g)	2,487,469		2,489,023
			9,080,631
Real Estate Management & Development - 0.8%
CBRE Group, Inc. Tranche B, term loan 2.9202% 3/28/21 (g)	883,325		884,429
Bank Loan Obligations - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Management & Development - continued
Equity Inns Reality LLC Tranche A, term loan 11% 11/4/14 (g)	$ 2,431,454		$ 2,431,454
Realogy Corp. Credit-Linked Deposit 4.4463% 10/10/16 (g)	164,659		164,247
Realogy Group LLC Tranche B, term loan 4.5% 3/5/20 (g)	2,560,650		2,573,453
			6,053,583
Thrifts & Mortgage Finance - 0.0%
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 2/15/18 (g)	213,388		214,988
TOTAL FINANCIALS			25,908,026
HEALTH CARE - 0.3%
Health Care Providers & Services - 0.3%
Community Health Systems, Inc.:
Tranche D, term loan 4.25% 1/27/21 (g)	285,783		288,641
Tranche E, term loan 3.4869% 1/25/17 (g)	107,222		107,759
Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (g)	2,193,924		2,193,924
			2,590,324
INDUSTRIALS - 0.4%
Construction & Engineering - 0.4%
Drumm Investors LLC Tranche B, term loan 5% 5/4/18 (g)	3,517,691		3,460,529
TELECOMMUNICATION SERVICES - 0.4%
Wireless Telecommunication Services - 0.4%
Crown Castle Operating Co.:
Tranche A, term loan 2.1595% 1/31/19 (g)	821,688		815,526
Tranche B 2LN, term loan 3.25% 1/31/21 (g)	1,966,153		1,966,153
			2,781,679
UTILITIES - 0.8%
Electric Utilities - 0.5%
EquiPower Resources Holdings LLC Tranche C, term loan 4.25% 12/31/19 (g)	1,032,407		1,036,279
Bank Loan Obligations - continued
	Principal Amount		Value
UTILITIES - continued
Electric Utilities - continued
Essential Power LLC Tranche B, term loan 4.25% 8/8/19 (g)	$ 1,000,000		$ 987,500
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (g)	1,868,261		1,886,943
			3,910,722
Independent Power Producers & Energy Traders - 0.3%
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (g)	2,000,000		2,020,000
TOTAL UTILITIES			5,930,722
TOTAL BANK LOAN OBLIGATIONS (Cost $54,508,260)		55,322,193

Money Market Funds - 4.9%
	Shares
Fidelity Cash Central Fund, 0.10% (b)	36,957,481		36,957,481
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	3,015,425		3,015,425
TOTAL MONEY MARKET FUNDS (Cost $39,972,906)		39,972,906
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $763,775,655)			809,459,209
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(4,010,840)
NET ASSETS - 100%		$ 805,448,369

Legend

(a) Non-income producing

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

(d) Non-income producing - Security is in default.

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

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

(h) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

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	$ 25,764
Fidelity Securities Lending Cash Central Fund	3,487
Total	$ 29,251

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,802,112	$ 2,802,112	$ -	$ -
Financials	286,673,931	283,490,635	3,183,296	-
Health Care	4,765,332	4,765,332	-	-
Corporate Bonds	210,982,812	-	210,979,732	3,080
Asset-Backed Securities	40,898,572	-	40,340,777	557,795
Collateralized Mortgage Obligations	4,406,866	-	4,406,866	-
Commercial Mortgage Securities	163,634,485	-	157,829,850	5,804,635
Bank Loan Obligations	55,322,193	-	39,993,257	15,328,936
Money Market Funds	39,972,906	39,972,906	-	-
Total Investments in Securities:	$ 809,459,209	$ 331,030,985	$ 456,733,778	$ 21,694,446

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Other Investments in Securities
Beginning Balance	$ 9,851,266
Net Realized Gain (Loss) on Investment Securities	486,549
Net Unrealized Gain (Loss) on Investment Securities	(562,220)
Cost of Purchases	-
Proceeds of Sales	(5,383,847)
Amortization/Accretion	381,469
Transfers into Level 3	1,592,293
Transfers out of Level 3	-
Ending Balance	$ 6,365,510
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ (403,821)
Investments in Securities: - continued
Bank Loan Obligations
Beginning Balance	$ 18,529,024
Net Realized Gain (Loss) on Investment Securities	31,463
Net Unrealized Gain (Loss) on Investment Securities	(83,434)
Cost of Purchases	128
Proceeds of Sales	(3,248,270)
Amortization/Accretion	(1,975)
Transfers into Level 3	102,000
Transfers out of Level 3	-
Ending Balance	$ 15,328,936
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2014	$ (79,840)

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.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	0.2%
AAA,AA,A	9.0%
BBB	15.8%
BB	9.5%
B	12.7%
CCC,CC,C	1.3%
Not Rated	10.5%
Equities	36.6%
Short-Term Investments and Net Other Assets	4.4%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $2,944,217) - See accompanying schedule: Unaffiliated issuers (cost $723,802,749)	$ 769,486,303
Fidelity Central Funds (cost $39,972,906)	39,972,906
Total Investments (cost $763,775,655)		$ 809,459,209
Cash		1,740,081
Receivable for investments sold		264,348
Receivable for fund shares sold		78,787
Dividends receivable		386,431
Interest receivable		4,959,387
Distributions receivable from Fidelity Central Funds		3,766
Prepaid expenses		1,690
Other receivables		1,867
Total assets		816,895,566

Liabilities
Payable for investments purchased	$ 4,982,542
Payable for fund shares redeemed	2,948,053
Accrued management fee	368,013
Other affiliated payables	84,037
Other payables and accrued expenses	49,127
Collateral on securities loaned, at value	3,015,425
Total liabilities		11,447,197

Net Assets		$ 805,448,369
Net Assets consist of:
Paid in capital		$ 747,343,837
Undistributed net investment income		1,974,618
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		10,446,359
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		45,683,555
Net Assets		$ 805,448,369

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

Semiannual Report

Statement of Assets and Liabilities - continued

	January 31, 2014 (Unaudited)

Series Real Estate Income: Net Asset Value, offering price and redemption price per share ($407,827,747 ÷ 36,937,020 shares)		$ 11.04

Class F: Net Asset Value, offering price and redemption price per share ($397,620,622 ÷ 36,008,399 shares)		$ 11.04

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 7,348,631
Interest		16,726,088
Income from Fidelity Central Funds		29,251
Total income		24,103,970

Expenses
Management fee	$ 2,217,591
Transfer agent fees	335,321
Accounting and security lending fees	176,832
Custodian fees and expenses	10,069
Independent trustees' compensation	1,723
Audit	44,857
Legal	1,787
Miscellaneous	2,431
Total expenses before reductions	2,790,611
Expense reductions	(3,854)	2,786,757
Net investment income (loss)		21,317,213
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	15,682,174
Foreign currency transactions	(92)
Total net realized gain (loss)		15,682,082
Change in net unrealized appreciation (depreciation) on: Investment securities	(16,520,430)
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		(16,520,429)
Net gain (loss)		(838,347)
Net increase (decrease) in net assets resulting from operations		$ 20,478,866

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 21,317,213	$ 45,904,082
Net realized gain (loss)	15,682,082	16,876,013
Change in net unrealized appreciation (depreciation)	(16,520,429)	12,483,054
Net increase (decrease) in net assets resulting from operations	20,478,866	75,263,149
Distributions to shareholders from net investment income	(28,344,812)	(44,907,661)
Distributions to shareholders from net realized gain	(17,262,908)	(10,435,441)
Total distributions	(45,607,720)	(55,343,102)
Share transactions - net increase (decrease)	23,894,772	83,757,064
Total increase (decrease) in net assets	(1,234,082)	103,677,111

Net Assets
Beginning of period	806,682,451	703,005,340
End of period (including undistributed net investment income of $1,974,618 and undistributed net investment income of $9,002,217, respectively)	$ 805,448,369	$ 806,682,451

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

Semiannual Report

Financial Highlights - Series Real Estate Income

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.41	$ 11.10	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.29	.67	.47
Net realized and unrealized gain (loss)	(.03)	.46	.97
Total from investment operations	.26	1.13	1.44
Distributions from net investment income	(.39)	(.66)	(.33)
Distributions from net realized gain	(.24)	(.16)	(.01)
Total distributions	(.63)	(.82)	(.34)
Net asset value, end of period	$ 11.04	$ 11.41	$ 11.10
Total Return^{B, C}	2.49%	10.50%	14.67%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.77%^A	.79%	.80%^A
Expenses net of fee waivers, if any	.77%^A	.79%	.80%^A
Expenses net of all reductions	.77%^A	.79%	.80%^A
Net investment income (loss)	5.22%^A	5.85%	5.70%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 407,828	$ 415,192	$ 416,151
Portfolio turnover rate^F	46%^A	25%	29%^A

^A Annualized

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

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

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

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

^G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.41	$ 11.11	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.30	.69	.48
Net realized and unrealized gain (loss)	(.03)	.45	.98
Total from investment operations	.27	1.14	1.46
Distributions from net investment income	(.40)	(.68)	(.34)
Distributions from net realized gain	(.24)	(.16)	(.01)
Total distributions	(.64)	(.84)	(.35)
Net asset value, end of period	$ 11.04	$ 11.41	$ 11.11
Total Return^{B, C}	2.59%	10.60%	14.89%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.61%^A	.61%	.62%^A
Expenses net of fee waivers, if any	.61%^A	.61%	.62%^A
Expenses net of all reductions	.61%^A	.61%	.62%^A
Net investment income (loss)	5.39%^A	6.02%	5.88%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 397,621	$ 391,490	$ 286,854
Portfolio turnover rate^F	46%^A	25%	29%^A

^A Annualized

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

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

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

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

^G For the period October 20, 2011 (commencement of operations) to July 31, 2012.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

categorized as Level 3 in the hierarchy. The market approach generally consists of using comparable market transactions while the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Foreign Currency - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income 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.

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

Semiannual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), equity-debt classifications 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	$ 54,867,694
Gross unrealized depreciation	(9,220,850)
Net unrealized appreciation (depreciation) on securities and other investments	$ 45,646,844

Tax cost	$ 763,812,365

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $181,925,282 and $172,413,059, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholders of Series Real Estate Income, except for Class F. 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*
Series Real Estate Income	$ 335,321	.16

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $349 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Security Lending - continued

against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,487. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $3,617 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $237.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
Series Real Estate Income	$ 14,207,657	$ 24,942,481
Class F	14,137,155	19,965,180
Total	$ 28,344,812	$ 44,907,661
From net realized gain
Series Real Estate Income	$ 8,798,960	$ 6,141,225
Class F	8,463,948	4,294,216
Total	$ 17,262,908	$ 10,435,441

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
Series Real Estate Income
Shares sold	3,794,647	7,016,602	$ 41,963,326	$ 79,894,286
Reinvestment of distributions	2,128,807	2,775,858	23,006,617	31,083,706
Shares redeemed	(5,389,908)	(10,869,294)	(59,462,786)	(123,967,802)
Net increase (decrease)	533,546	(1,076,834)	$ 5,507,157	$ (12,989,810)
Class F
Shares sold	4,150,390	9,486,077	$ 45,944,348	$ 108,393,021
Reinvestment of distributions	2,091,345	2,161,262	22,601,103	24,259,396
Shares redeemed	(4,548,811)	(3,157,748)	(50,157,836)	(35,905,543)
Net increase (decrease)	1,692,924	8,489,591	$ 18,387,615	$ 96,746,874

11. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (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, IL

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

SRE-SANN-0314
1.924313.102

Fidelity®

OTC

Portfolio

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
OTC	.83%
Actual		$ 1,000.00	$ 1,140.10	$ 4.48
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Class K	.71%
Actual		$ 1,000.00	$ 1,140.80	$ 3.83
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	6.9	9.4
Google, Inc. Class A	6.7	5.3
Facebook, Inc. Class A	5.2	5.0
Amazon.com, Inc.	4.3	3.8
Rackspace Hosting, Inc.	3.4	3.2
Microsoft Corp.	3.3	1.5
Intuitive Surgical, Inc.	2.8	0.9
Electronic Arts, Inc.	2.8	1.7
Gilead Sciences, Inc.	2.5	1.8
athenahealth, Inc.	2.4	2.1
	40.3
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	47.9	53.5
Health Care	22.0	20.1
Consumer Discretionary	15.9	14.1
Consumer Staples	6.5	5.7
Financials	2.4	2.9

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Stocks 99.3%			Stocks 99.2%
	Convertible Securities 0.3%			Convertible Securities 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		6.1%	** Foreign investments		6.9%

chi104

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 15.6%
Automobiles - 1.2%
Tesla Motors, Inc. (a)	566,599		$ 102,787
Volkswagen AG sponsored ADR	421,300		20,404
			123,191
Hotels, Restaurants & Leisure - 0.9%
Bloomin' Brands, Inc. (a)	737,956		16,951
Del Frisco's Restaurant Group, Inc. (a)	502,360		11,554
Dunkin' Brands Group, Inc.	37,400		1,740
Intrawest Resorts Holdings, Inc. (a)	808,500		9,621
Panera Bread Co. Class A (a)	183,800		31,075
The Cheesecake Factory, Inc.	518,500		23,094
			94,035
Household Durables - 0.3%
D.R. Horton, Inc.	396,300		9,305
iRobot Corp. (a)	480,600		16,984
Lennar Corp. Class A	234,300		9,409
			35,698
Internet & Catalog Retail - 6.2%
Amazon.com, Inc. (a)	1,276,396		457,830
Groupon, Inc. Class A (a)	19,021,911		198,969
			656,799
Media - 3.6%
AMC Networks, Inc. Class A (a)	522,300		33,657
Comcast Corp. Class A	4,553,600		247,944
Lions Gate Entertainment Corp. (d)	576,169		18,628
The Walt Disney Co.	1,011,600		73,452
			373,681
Specialty Retail - 2.5%
Bed Bath & Beyond, Inc. (a)	672,800		42,958
Best Buy Co., Inc.	67,500		1,589
Conn's, Inc. (a)	300		18
Five Below, Inc. (a)	6,100		224
Francesca's Holdings Corp. (a)	1,509		29
Lowe's Companies, Inc.	446,200		20,655
Monro Muffler Brake, Inc.	613		34
Restoration Hardware Holdings, Inc. (a)	419,800		23,819
Ross Stores, Inc.	595,200		40,420
Tractor Supply Co.	216,376		14,391
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	1,195,700		$ 102,483
Urban Outfitters, Inc. (a)	334,400		11,978
			258,598
Textiles, Apparel & Luxury Goods - 0.9%
Fossil Group, Inc. (a)	9,300		1,040
lululemon athletica, Inc. (a)(d)	227,746		10,406
Michael Kors Holdings Ltd. (a)	99,000		7,913
NIKE, Inc. Class B	400		29
Ralph Lauren Corp.	471,400		73,958
			93,346
TOTAL CONSUMER DISCRETIONARY			1,635,348
CONSUMER STAPLES - 6.5%
Beverages - 1.1%
Monster Beverage Corp. (a)	1,785,700		121,249
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	1,710,250		192,164
Sprouts Farmers Market LLC	604,400		21,601
Whole Foods Market, Inc.	166,600		8,707
			222,472
Food Products - 3.3%
Danone SA sponsored ADR	1,844,700		24,498
Green Mountain Coffee Roasters, Inc. (d)	3,088,217		250,146
Mondelez International, Inc.	1,938,300		63,479
WhiteWave Foods Co. (a)	261,700		6,336
			344,459
TOTAL CONSUMER STAPLES			688,180
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Noble Energy, Inc.	16,900		1,053
Rosetta Resources, Inc. (a)	252,500		10,759
			11,812
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 2.4%
Capital Markets - 0.7%
Carlyle Group LP	499,800		$ 17,398
Northern Trust Corp.	893,400		53,801
			71,199
Commercial Banks - 0.7%
Huntington Bancshares, Inc.	4,400		40
PacWest Bancorp	1,000		40
Signature Bank (a)	214,600		26,194
Wells Fargo & Co.	1,161,500		52,662
			78,936
Consumer Finance - 0.6%
Capital One Financial Corp.	922,100		65,109
Diversified Financial Services - 0.4%
Citigroup, Inc.	21,000		996
CME Group, Inc.	207,200		15,490
JPMorgan Chase & Co.	393,300		21,773
			38,259
Thrifts & Mortgage Finance - 0.0%
BofI Holding, Inc. (a)	12,300		1,018
TOTAL FINANCIALS			254,521
HEALTH CARE - 22.0%
Biotechnology - 14.0%
Aegerion Pharmaceuticals, Inc. (a)	9,600		576
Alexion Pharmaceuticals, Inc. (a)	907,789		144,093
Alkermes PLC (a)	865,236		42,120
Alnylam Pharmaceuticals, Inc. (a)	275,200		23,023
Amgen, Inc.	1,731,600		205,974
ARIAD Pharmaceuticals, Inc. (a)(d)	3,688,700		27,259
BioCryst Pharmaceuticals, Inc. (a)	1,328,807		13,554
Biogen Idec, Inc. (a)	296,200		92,604
BioMarin Pharmaceutical, Inc. (a)	1,000,156		68,891
Celldex Therapeutics, Inc. (a)	648,869		16,728
Clovis Oncology, Inc. (a)	432,455		28,123
Exelixis, Inc. (a)(d)	148,800		1,024
Genomic Health, Inc. (a)	329,100		9,912
Gilead Sciences, Inc. (a)	3,286,900		265,088
Halozyme Therapeutics, Inc. (a)(d)	642,500		10,062
ImmunoGen, Inc. (a)(d)	70,009		1,049
Infinity Pharmaceuticals, Inc. (a)	425,600		5,469
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Intercept Pharmaceuticals, Inc. (a)	22,300		$ 6,710
Ironwood Pharmaceuticals, Inc. Class A (a)(d)	2,958,742		41,038
Isis Pharmaceuticals, Inc. (a)	54,249		2,770
KYTHERA Biopharmaceuticals, Inc. (a)	343,475		15,800
Medivation, Inc. (a)	2,276,504		181,210
NPS Pharmaceuticals, Inc. (a)	772,600		27,644
Pharmacyclics, Inc. (a)	333,147		44,332
Portola Pharmaceuticals, Inc.	46,600		1,243
PTC Therapeutics, Inc. (a)(d)	700,000		18,249
Seattle Genetics, Inc. (a)(d)	1,401,386		62,866
Synageva BioPharma Corp. (a)	282,083		25,551
Targacept, Inc. (a)	4,749		21
Theravance, Inc. (a)(d)	2,171,379		79,950
XOMA Corp. (a)	246,513		1,915
			1,464,848
Health Care Equipment & Supplies - 3.3%
Accuray, Inc. (a)(d)	2,427,800		25,856
Endologix, Inc. (a)	1,400		22
Intuitive Surgical, Inc. (a)	732,250		298,450
Quidel Corp. (a)	844,574		24,966
			349,294
Health Care Providers & Services - 0.9%
Accretive Health, Inc. (a)(d)(e)	9,842,302		90,648
Intra-Cellular Therapies, Inc.	207,700		4,029
			94,677
Health Care Technology - 2.4%
Allscripts Healthcare Solutions, Inc. (a)	142,800		2,365
athenahealth, Inc. (a)(d)	1,702,822		250,996
Veeva Systems, Inc. Class A	8,900		283
			253,644
Life Sciences Tools & Services - 0.7%
Illumina, Inc. (a)	453,600		68,947
QIAGEN NV (a)	196,900		4,355
			73,302
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 0.7%
GW Pharmaceuticals PLC ADR (a)	435,227		$ 24,412
Questcor Pharmaceuticals, Inc. (d)	728,592		48,823
			73,235
TOTAL HEALTH CARE			2,309,000
INDUSTRIALS - 2.1%
Air Freight & Logistics - 0.1%
C.H. Robinson Worldwide, Inc.	163,600		9,577
Airlines - 0.5%
American Airlines Group, Inc. (a)	34,100		1,144
United Continental Holdings, Inc. (a)	1,077,600		49,397
			50,541
Electrical Equipment - 0.9%
SolarCity Corp. (a)(d)	1,249,094		92,545
Professional Services - 0.6%
Verisk Analytics, Inc. (a)	937,100		59,843
Road & Rail - 0.0%
J.B. Hunt Transport Services, Inc.	84,280		6,325
TOTAL INDUSTRIALS			218,831
INFORMATION TECHNOLOGY - 47.9%
Communications Equipment - 2.7%
Aruba Networks, Inc. (a)	3,762,584		74,161
Cisco Systems, Inc.	46,900		1,028
QUALCOMM, Inc.	15,409		1,144
Radware Ltd. (a)	753,444		12,748
Riverbed Technology, Inc. (a)(e)	10,082,818		198,833
			287,914
Computers & Peripherals - 7.5%
Apple, Inc.	1,446,600		724,166
Cray, Inc. (a)	1,200,965		35,416
Electronics for Imaging, Inc. (a)	24,100		1,021
EMC Corp.	1,000		24
Nimble Storage, Inc.	13,200		571
Silicon Graphics International Corp. (a)	1,774		23
Stratasys Ltd. (a)	212,900		25,667
			786,888
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.2%
Control4 Corp. (d)	1,600		$ 37
Neonode, Inc. (a)(d)	231,600		1,318
Trimble Navigation Ltd. (a)	511,100		16,524
			17,879
Internet Software & Services - 19.1%
Angie's List, Inc. (a)(d)(e)	5,552,115		99,605
Benefitfocus, Inc.	500		33
Care.com, Inc.	20,700		594
ChannelAdvisor Corp. (a)	136,706		5,929
Constant Contact, Inc. (a)	1,247,036		33,682
Criteo SA sponsored ADR (d)	399,713		14,066
Demandware, Inc. (a)	157,300		10,017
Dropbox, Inc. (a)(f)	331,524		6,333
E2open, Inc. (a)(d)	1,352,491		32,392
Facebook, Inc. Class A (a)	8,790,419		550,017
Google, Inc. Class A (a)	594,877		702,532
Marin Software, Inc. (d)(e)	2,127,426		20,998
Marketo, Inc.	177,128		7,252
Rackspace Hosting, Inc. (a)(d)(e)	9,689,146		352,782
Responsys, Inc. (a)	7,500		203
Rocket Fuel, Inc. (d)	539,904		31,584
Textura Corp.	600		19
Trulia, Inc. (a)(d)	828,425		28,606
Twitter, Inc. (d)	32,650		2,106
Wix.com Ltd. (a)(d)	68,727		1,970
Yahoo!, Inc. (a)	2,822,100		101,652
			2,002,372
IT Services - 0.3%
ServiceSource International, Inc. (a)	3,481,836		27,785
Semiconductors & Semiconductor Equipment - 4.5%
Altera Corp.	656,494		21,947
Applied Micro Circuits Corp. (a)	457,650		4,622
Broadcom Corp. Class A	582,200		17,326
Cavium, Inc. (a)	24,900		926
Cree, Inc. (a)	1,408,400		85,096
Imagination Technologies Group PLC (a)(d)	4,619,364		13,099
Inphi Corp. (a)	1,595		18
Lam Research Corp. (a)	400		20
Maxim Integrated Products, Inc.	1,500		45
Mellanox Technologies Ltd. (a)(d)(e)	3,379,331		125,948
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
NVE Corp. (a)(e)	265,557		$ 15,285
NVIDIA Corp.	12,328,161		193,552
Semtech Corp. (a)	45,100		1,029
			478,913
Software - 13.6%
Activision Blizzard, Inc.	11,151,490		191,025
Adobe Systems, Inc. (a)	1,469,000		86,950
Autodesk, Inc. (a)	102,300		5,243
Check Point Software Technologies Ltd. (a)	400		26
CommVault Systems, Inc. (a)	347,700		24,016
Electronic Arts, Inc. (a)	11,135,907		293,988
FireEye, Inc.	590		43
FleetMatics Group PLC (a)	432,600		17,308
Gameloft Se (a)(e)	7,764,787		70,898
Gigamon, Inc. (a)	143,300		4,365
Guidewire Software, Inc. (a)	282,680		13,345
Interactive Intelligence Group, Inc. (a)	222,187		16,873
Microsoft Corp.	9,026,239		341,643
QLIK Technologies, Inc. (a)	6,800		184
salesforce.com, Inc. (a)	1,337,120		80,936
ServiceNow, Inc. (a)	195,076		12,374
SolarWinds, Inc. (a)	700		28
Synchronoss Technologies, Inc. (a)(e)	4,038,907		107,677
Tableau Software, Inc.	400		32
Ubisoft Entertainment SA (a)(e)	10,112,456		141,433
Xero Ltd. (f)	661,157		19,963
			1,428,350
TOTAL INFORMATION TECHNOLOGY			5,030,101
MATERIALS - 1.9%
Chemicals - 1.4%
Intrepid Potash, Inc. (a)(d)	661,100		9,718
Monsanto Co.	800,000		85,240
Potash Corp. of Saskatchewan, Inc.	203,600		6,384
Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR	900		22
The Mosaic Co.	973,500		43,477
			144,841
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.5%
Anglo American PLC ADR	4,430,000		$ 51,964
Randgold Resources Ltd. sponsored ADR	333		23
			51,987
TOTAL MATERIALS			196,828
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.4%
Level 3 Communications, Inc. (a)	1,231,247		39,523
Verizon Communications, Inc.	21,200		1,018
			40,541
Wireless Telecommunication Services - 0.4%
NII Holdings, Inc. (a)(d)(e)	14,398,253		43,339
TOTAL TELECOMMUNICATION SERVICES			83,880
TOTAL COMMON STOCKS (Cost $7,997,702)		10,428,501
Convertible Preferred Stocks - 0.3%

CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.1%
Roku, Inc. 8.00% (f)	16,562,507		15,000
Internet & Catalog Retail - 0.1%
One Kings Lane, Inc. Series E (f)	648,635		10,000
Media - 0.1%
Turn, Inc. Series E (f)	1,199,041		10,000
TOTAL CONSUMER DISCRETIONARY			35,000
INFORMATION TECHNOLOGY - 0.0%
Computers & Peripherals - 0.0%
Pure Storage, Inc. Series E (a)(f)	184,982		1,282
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $36,282)		36,282
Money Market Funds - 5.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.10% (b)	14,692,983		$ 14,693
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	508,306,756		508,307
TOTAL MONEY MARKET FUNDS (Cost $523,000)		523,000
Cash Equivalents - 0.1%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.03%, dated 1/31/14 due 2/3/14 (Collateralized by U.S. Treasury Obligations) # (Cost $6,717)	$ 6,717		6,717
TOTAL INVESTMENT PORTFOLIO - 104.7% (Cost $8,563,701)		10,994,500
NET OTHER ASSETS (LIABILITIES) - (4.7)%			(490,895)
NET ASSETS - 100%		$ 10,503,605

Legend

(a) Non-income producing

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

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

(e) Affiliated company

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $62,578,000 or 0.6% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 3,000
One Kings Lane, Inc. Series E	1/29/14	$ 10,000
Pure Storage, Inc. Series E	8/22/13	$ 1,282
Roku, Inc. 8.00%	5/7/13	$ 15,000
Turn, Inc. Series E	12/30/13	$ 10,000
Xero Ltd.	10/14/13	$ 10,054

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

Repurchase Agreement / Counterparty	Value (000s)
$6,717,000 due 2/03/14 at 0.03%
BNP Paribas Securities Corp.	$ 3,505
Barclays Capital, Inc.	1,864
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,348
	$ 6,717

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	$ 12
Fidelity Securities Lending Cash Central Fund	2,668
Total	$ 2,680

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Accretive Health, Inc.	$ 98,226	$ -	$ -	$ -	$ 90,648
Angie's List, Inc.	89,531	34,870	3,643	-	99,605
Constant Contact, Inc.	55,980	-	44,219	-	-
E2open, Inc.	37,709	13,160	24,600	-	-
Gameloft Se	62,909	-	-	-	70,898
Marin Software, Inc.	26,341	1,818	3,376	-	20,998
Mellanox Technologies Ltd.	43,318	98,901	3,943	-	125,948
NII Holdings, Inc.	122,927	-	12,443	-	43,339
NVE Corp.	13,166	-	-	-	15,285
Questcor Pharmaceuticals, Inc.	227,969	63,691	237,165	435	-
Rackspace Hosting, Inc.	284,725	184,655	59,998	-	352,782
Radware Ltd.	49,088	-	40,456	-	-
Riverbed Technology, Inc.	135,456	107,731	106,665	-	198,833
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ServiceSource International, Inc.	$ 46,693	$ -	$ 10,752	$ -	$ -
Synchronoss Technologies, Inc.	127,202	50,728	44,740	-	107,677
Ubisoft Entertainment SA	145,537	7,099	-	-	141,433
Ubisoft Entertainment SA warrants	1,651	1,669	-	-	-
Total	$ 1,568,428	$ 564,322	$ 592,000	$ 435	$ 1,267,446

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,670,348	$ 1,635,348	$ -	$ 35,000
Consumer Staples	688,180	688,180	-	-
Energy	11,812	11,812	-	-
Financials	254,521	254,521	-	-
Health Care	2,309,000	2,309,000	-	-
Industrials	218,831	218,831	-	-
Information Technology	5,031,383	5,003,805	19,963	7,615
Materials	196,828	196,828	-	-
Telecommunication Services	83,880	83,880	-	-
Money Market Funds	523,000	523,000	-	-
Cash Equivalents	6,717	-	6,717	-
Total Investments in Securities:	$ 10,994,500	$ 10,925,205	$ 26,680	$ 42,615

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)	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $490,804 and repurchase agreements of $6,717) - See accompanying schedule: Unaffiliated issuers (cost $6,590,952)	$ 9,204,054
Fidelity Central Funds (cost $523,000)	523,000
Other affiliated issuers (cost $1,449,749)	1,267,446
Total Investments (cost $8,563,701)		$ 10,994,500
Receivable for investments sold		179,182
Receivable for fund shares sold		18,896
Dividends receivable		1,169
Distributions receivable from Fidelity Central Funds		788
Prepaid expenses		18
Other receivables		338
Total assets		11,194,891

Liabilities
Payable to custodian bank	$ 2,771
Payable for investments purchased	165,148
Payable for fund shares redeemed	8,359
Accrued management fee	5,245
Other affiliated payables	1,216
Other payables and accrued expenses	240
Collateral on securities loaned, at value	508,307
Total liabilities		691,286

Net Assets		$ 10,503,605
Net Assets consist of:
Paid in capital		$ 7,822,073
Accumulated net investment loss		(6,973)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		257,731
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,430,774
Net Assets		$ 10,503,605

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)	January 31, 2014 (Unaudited)

OTC: Net Asset Value, offering price and redemption price per share ($7,806,220 ÷ 99,424 shares)		$ 78.51

Class K: Net Asset Value, offering price and redemption price per share ($2,697,385 ÷ 34,069 shares)		$ 79.17

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

Semiannual Report

Statement of Operations

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

Investment Income
Dividends (including $435 earned from other affiliated issuers)		$ 28,986
Income from Fidelity Central Funds (including $2,668 from security lending)		2,680
Total income		31,666

Expenses
Management fee Basic fee	$ 29,125
Performance adjustment	2,048
Transfer agent fees	6,644
Accounting and security lending fees	683
Custodian fees and expenses	144
Independent trustees' compensation	20
Appreciation in deferred trustee compensation account	1
Registration fees	130
Audit	39
Legal	28
Interest	6
Miscellaneous	30
Total expenses before reductions	38,898
Expense reductions	(409)	38,489
Net investment income (loss)		(6,823)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	683,330
Other affiliated issuers	78,882
Foreign currency transactions	14
Total net realized gain (loss)		762,226
Change in net unrealized appreciation (depreciation) on: Investment securities	514,341
Assets and liabilities in foreign currencies	4
Total change in net unrealized appreciation (depreciation)		514,345
Net gain (loss)		1,276,571
Net increase (decrease) in net assets resulting from operations		$ 1,269,748

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 January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (6,823)	$ 43,443
Net realized gain (loss)	762,226	1,100,950
Change in net unrealized appreciation (depreciation)	514,345	1,322,673
Net increase (decrease) in net assets resulting from operations	1,269,748	2,467,066
Distributions to shareholders from net investment income	(7,143)	(33,821)
Distributions to shareholders from net realized gain	(1,239,587)	-
Total distributions	(1,246,730)	(33,821)
Share transactions - net increase (decrease)	1,527,458	(622,836)
Total increase (decrease) in net assets	1,550,476	1,810,409

Net Assets
Beginning of period	8,953,129	7,142,720
End of period (including accumulated net investment loss of $6,973 and undistributed net investment income of $6,993, respectively)	$ 10,503,605	$ 8,953,129

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

Semiannual Report

Financial Highlights - OTC

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 78.98	$ 57.53	$ 59.28	$ 45.00	$ 38.73	$ 44.66
Income from Investment Operations
Net investment income (loss) ^D	(.07)	.36 ^G	(.08) ^H	(.27)	(.23)	(.12)
Net realized and unrealized gain (loss)	10.07	21.37	(1.67)	14.55	6.50	(5.81)
Total from investment operations	10.00	21.73	(1.75)	14.28	6.27	(5.93)
Distributions from net investment income	(.05)	(.28)	-	-	-	-
Distributions from net realized gain	(10.42)	-	-	-	-	-
Total distributions	(10.47)	(.28)	-	-	-	-
Net asset value, end of period	$ 78.51	$ 78.98	$ 57.53	$ 59.28	$ 45.00	$ 38.73
Total Return ^{B, C}	14.01%	37.93%	(2.95)%	31.73%	16.19%	(13.28)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.84% ^A	.76%	.91%	.94%	1.06%	1.13%
Expenses net of fee waivers, if any	.83% ^A	.76%	.91%	.94%	1.06%	1.13%
Expenses net of all reductions	.83% ^A	.74%	.90%	.92%	1.04%	1.13%
Net investment income (loss)	(.17)% ^A	.55% ^G	(.14)% ^H	(.49)%	(.51)%	(.37)%
Supplemental Data
Net assets, end of period (in millions)	$ 7,806	$ 6,693	$ 5,499	$ 6,374	$ 5,080	$ 4,677
Portfolio turnover rate ^F	102% ^A	116%	149%	158%	163%	151%
^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 $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20)%. ^IExpense 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.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 79.60	$ 57.94	$ 59.61	$ 45.19	$ 38.83	$ 44.68
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.45 ^H	- ^{I, K}	(.19)	(.16)	(.05)
Net realized and unrealized gain (loss)	10.14	21.53	(1.67)	14.61	6.52	(5.80)
Total from investment operations	10.12	21.98	(1.67)	14.42	6.36	(5.85)
Distributions from net investment income	(.10)	(.32)	-	-	-	-
Distributions from net realized gain	(10.46)	-	-	-	-	-
Total distributions	(10.55) ^L	(.32)	-	-	-	-
Net asset value, end of period	$ 79.17	$ 79.60	$ 57.94	$ 59.61	$ 45.19	$ 38.83
Total Return ^{B, C}	14.08%	38.11%	(2.80)%	31.91%	16.38%	(13.09)%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.71% ^A	.62%	.77%	.80%	.90%	.92%
Expenses net of fee waivers, if any	.71% ^A	.62%	.77%	.80%	.90%	.92%
Expenses net of all reductions	.71% ^A	.60%	.76%	.78%	.88%	.92%
Net investment income (loss)	(.05)% ^A	.69% ^H	-% ^{G, I}	(.35)%	(.35)%	(.17)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,697	$ 2,260	$ 1,644	$ 1,363	$ 936	$ 489
Portfolio turnover rate ^F	102% ^A	116%	149%	158%	163%	151%
^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 $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%. ^IInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%. ^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. ^LTotal distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® OTC Portfolio (the Fund) is a non-diversified fund of Fidelity Securities Fund (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 OTC and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 2,860,516
Gross unrealized depreciation	(442,981)
Net unrealized appreciation (depreciation) on securities and other investments	$ 2,417,535

Tax cost	$ 8,576,965

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,237,607 and $4,948,450, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of OTC as compared to its benchmark index, the Nasdaq Composite Index®, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .64% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of OTC. 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*
OTC	$ 6,069	.17
Class K	575	.05
	$ 6,644

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 15,275	.32%	$ 6

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $8.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $8 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $12,388. 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 $227 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $53.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
OTC	$ 4,344	$ 24,686
Class K	2,799	9,135
Total	$ 7,143	$ 33,821
From net realized gain
OTC	$ 926,740	$ -
Class K	312,847	-
Total	$ 1,239,587	$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
OTC
Shares sold	14,777	13,349	$ 1,144,359	$ 888,988
Reinvestment of distributions	12,308	400	905,081	23,934
Shares redeemed	(12,404)	(24,580)	(948,582)	(1,536,509)
Net increase (decrease)	14,681	(10,831)	$ 1,100,858	$ (623,587)
Class K
Shares sold	5,759	8,116	$ 448,779	$ 517,177
Reinvestment of distributions	4,258	152	315,646	9,135
Shares redeemed	(4,342)	(8,251)	(337,825)	(525,561)
Net increase (decrease)	5,675	17	$ 426,600	$ 751

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

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®) chi106
1-800-544-5555

Automated line for quickest service

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

OTC-USAN-0314
1.789288.111

Fidelity®

OTC

Portfolio -
Class K

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
OTC	.83%
Actual		$ 1,000.00	$ 1,140.10	$ 4.48
Hypothetical^A		$ 1,000.00	$ 1,021.02	$ 4.23
Class K	.71%
Actual		$ 1,000.00	$ 1,140.80	$ 3.83
Hypothetical^A		$ 1,000.00	$ 1,021.63	$ 3.62

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	6.9	9.4
Google, Inc. Class A	6.7	5.3
Facebook, Inc. Class A	5.2	5.0
Amazon.com, Inc.	4.3	3.8
Rackspace Hosting, Inc.	3.4	3.2
Microsoft Corp.	3.3	1.5
Intuitive Surgical, Inc.	2.8	0.9
Electronic Arts, Inc.	2.8	1.7
Gilead Sciences, Inc.	2.5	1.8
athenahealth, Inc.	2.4	2.1
	40.3
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	47.9	53.5
Health Care	22.0	20.1
Consumer Discretionary	15.9	14.1
Consumer Staples	6.5	5.7
Financials	2.4	2.9

Asset Allocation (% of fund's net assets)
As of January 31, 2014*			As of July 31, 2013**
	Stocks 99.3%			Stocks 99.2%
	Convertible Securities 0.3%			Convertible Securities 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		6.1%	** Foreign investments		6.9%

chi120

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 15.6%
Automobiles - 1.2%
Tesla Motors, Inc. (a)	566,599		$ 102,787
Volkswagen AG sponsored ADR	421,300		20,404
			123,191
Hotels, Restaurants & Leisure - 0.9%
Bloomin' Brands, Inc. (a)	737,956		16,951
Del Frisco's Restaurant Group, Inc. (a)	502,360		11,554
Dunkin' Brands Group, Inc.	37,400		1,740
Intrawest Resorts Holdings, Inc. (a)	808,500		9,621
Panera Bread Co. Class A (a)	183,800		31,075
The Cheesecake Factory, Inc.	518,500		23,094
			94,035
Household Durables - 0.3%
D.R. Horton, Inc.	396,300		9,305
iRobot Corp. (a)	480,600		16,984
Lennar Corp. Class A	234,300		9,409
			35,698
Internet & Catalog Retail - 6.2%
Amazon.com, Inc. (a)	1,276,396		457,830
Groupon, Inc. Class A (a)	19,021,911		198,969
			656,799
Media - 3.6%
AMC Networks, Inc. Class A (a)	522,300		33,657
Comcast Corp. Class A	4,553,600		247,944
Lions Gate Entertainment Corp. (d)	576,169		18,628
The Walt Disney Co.	1,011,600		73,452
			373,681
Specialty Retail - 2.5%
Bed Bath & Beyond, Inc. (a)	672,800		42,958
Best Buy Co., Inc.	67,500		1,589
Conn's, Inc. (a)	300		18
Five Below, Inc. (a)	6,100		224
Francesca's Holdings Corp. (a)	1,509		29
Lowe's Companies, Inc.	446,200		20,655
Monro Muffler Brake, Inc.	613		34
Restoration Hardware Holdings, Inc. (a)	419,800		23,819
Ross Stores, Inc.	595,200		40,420
Tractor Supply Co.	216,376		14,391
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	1,195,700		$ 102,483
Urban Outfitters, Inc. (a)	334,400		11,978
			258,598
Textiles, Apparel & Luxury Goods - 0.9%
Fossil Group, Inc. (a)	9,300		1,040
lululemon athletica, Inc. (a)(d)	227,746		10,406
Michael Kors Holdings Ltd. (a)	99,000		7,913
NIKE, Inc. Class B	400		29
Ralph Lauren Corp.	471,400		73,958
			93,346
TOTAL CONSUMER DISCRETIONARY			1,635,348
CONSUMER STAPLES - 6.5%
Beverages - 1.1%
Monster Beverage Corp. (a)	1,785,700		121,249
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	1,710,250		192,164
Sprouts Farmers Market LLC	604,400		21,601
Whole Foods Market, Inc.	166,600		8,707
			222,472
Food Products - 3.3%
Danone SA sponsored ADR	1,844,700		24,498
Green Mountain Coffee Roasters, Inc. (d)	3,088,217		250,146
Mondelez International, Inc.	1,938,300		63,479
WhiteWave Foods Co. (a)	261,700		6,336
			344,459
TOTAL CONSUMER STAPLES			688,180
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Noble Energy, Inc.	16,900		1,053
Rosetta Resources, Inc. (a)	252,500		10,759
			11,812
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 2.4%
Capital Markets - 0.7%
Carlyle Group LP	499,800		$ 17,398
Northern Trust Corp.	893,400		53,801
			71,199
Commercial Banks - 0.7%
Huntington Bancshares, Inc.	4,400		40
PacWest Bancorp	1,000		40
Signature Bank (a)	214,600		26,194
Wells Fargo & Co.	1,161,500		52,662
			78,936
Consumer Finance - 0.6%
Capital One Financial Corp.	922,100		65,109
Diversified Financial Services - 0.4%
Citigroup, Inc.	21,000		996
CME Group, Inc.	207,200		15,490
JPMorgan Chase & Co.	393,300		21,773
			38,259
Thrifts & Mortgage Finance - 0.0%
BofI Holding, Inc. (a)	12,300		1,018
TOTAL FINANCIALS			254,521
HEALTH CARE - 22.0%
Biotechnology - 14.0%
Aegerion Pharmaceuticals, Inc. (a)	9,600		576
Alexion Pharmaceuticals, Inc. (a)	907,789		144,093
Alkermes PLC (a)	865,236		42,120
Alnylam Pharmaceuticals, Inc. (a)	275,200		23,023
Amgen, Inc.	1,731,600		205,974
ARIAD Pharmaceuticals, Inc. (a)(d)	3,688,700		27,259
BioCryst Pharmaceuticals, Inc. (a)	1,328,807		13,554
Biogen Idec, Inc. (a)	296,200		92,604
BioMarin Pharmaceutical, Inc. (a)	1,000,156		68,891
Celldex Therapeutics, Inc. (a)	648,869		16,728
Clovis Oncology, Inc. (a)	432,455		28,123
Exelixis, Inc. (a)(d)	148,800		1,024
Genomic Health, Inc. (a)	329,100		9,912
Gilead Sciences, Inc. (a)	3,286,900		265,088
Halozyme Therapeutics, Inc. (a)(d)	642,500		10,062
ImmunoGen, Inc. (a)(d)	70,009		1,049
Infinity Pharmaceuticals, Inc. (a)	425,600		5,469
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Intercept Pharmaceuticals, Inc. (a)	22,300		$ 6,710
Ironwood Pharmaceuticals, Inc. Class A (a)(d)	2,958,742		41,038
Isis Pharmaceuticals, Inc. (a)	54,249		2,770
KYTHERA Biopharmaceuticals, Inc. (a)	343,475		15,800
Medivation, Inc. (a)	2,276,504		181,210
NPS Pharmaceuticals, Inc. (a)	772,600		27,644
Pharmacyclics, Inc. (a)	333,147		44,332
Portola Pharmaceuticals, Inc.	46,600		1,243
PTC Therapeutics, Inc. (a)(d)	700,000		18,249
Seattle Genetics, Inc. (a)(d)	1,401,386		62,866
Synageva BioPharma Corp. (a)	282,083		25,551
Targacept, Inc. (a)	4,749		21
Theravance, Inc. (a)(d)	2,171,379		79,950
XOMA Corp. (a)	246,513		1,915
			1,464,848
Health Care Equipment & Supplies - 3.3%
Accuray, Inc. (a)(d)	2,427,800		25,856
Endologix, Inc. (a)	1,400		22
Intuitive Surgical, Inc. (a)	732,250		298,450
Quidel Corp. (a)	844,574		24,966
			349,294
Health Care Providers & Services - 0.9%
Accretive Health, Inc. (a)(d)(e)	9,842,302		90,648
Intra-Cellular Therapies, Inc.	207,700		4,029
			94,677
Health Care Technology - 2.4%
Allscripts Healthcare Solutions, Inc. (a)	142,800		2,365
athenahealth, Inc. (a)(d)	1,702,822		250,996
Veeva Systems, Inc. Class A	8,900		283
			253,644
Life Sciences Tools & Services - 0.7%
Illumina, Inc. (a)	453,600		68,947
QIAGEN NV (a)	196,900		4,355
			73,302
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 0.7%
GW Pharmaceuticals PLC ADR (a)	435,227		$ 24,412
Questcor Pharmaceuticals, Inc. (d)	728,592		48,823
			73,235
TOTAL HEALTH CARE			2,309,000
INDUSTRIALS - 2.1%
Air Freight & Logistics - 0.1%
C.H. Robinson Worldwide, Inc.	163,600		9,577
Airlines - 0.5%
American Airlines Group, Inc. (a)	34,100		1,144
United Continental Holdings, Inc. (a)	1,077,600		49,397
			50,541
Electrical Equipment - 0.9%
SolarCity Corp. (a)(d)	1,249,094		92,545
Professional Services - 0.6%
Verisk Analytics, Inc. (a)	937,100		59,843
Road & Rail - 0.0%
J.B. Hunt Transport Services, Inc.	84,280		6,325
TOTAL INDUSTRIALS			218,831
INFORMATION TECHNOLOGY - 47.9%
Communications Equipment - 2.7%
Aruba Networks, Inc. (a)	3,762,584		74,161
Cisco Systems, Inc.	46,900		1,028
QUALCOMM, Inc.	15,409		1,144
Radware Ltd. (a)	753,444		12,748
Riverbed Technology, Inc. (a)(e)	10,082,818		198,833
			287,914
Computers & Peripherals - 7.5%
Apple, Inc.	1,446,600		724,166
Cray, Inc. (a)	1,200,965		35,416
Electronics for Imaging, Inc. (a)	24,100		1,021
EMC Corp.	1,000		24
Nimble Storage, Inc.	13,200		571
Silicon Graphics International Corp. (a)	1,774		23
Stratasys Ltd. (a)	212,900		25,667
			786,888
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - 0.2%
Control4 Corp. (d)	1,600		$ 37
Neonode, Inc. (a)(d)	231,600		1,318
Trimble Navigation Ltd. (a)	511,100		16,524
			17,879
Internet Software & Services - 19.1%
Angie's List, Inc. (a)(d)(e)	5,552,115		99,605
Benefitfocus, Inc.	500		33
Care.com, Inc.	20,700		594
ChannelAdvisor Corp. (a)	136,706		5,929
Constant Contact, Inc. (a)	1,247,036		33,682
Criteo SA sponsored ADR (d)	399,713		14,066
Demandware, Inc. (a)	157,300		10,017
Dropbox, Inc. (a)(f)	331,524		6,333
E2open, Inc. (a)(d)	1,352,491		32,392
Facebook, Inc. Class A (a)	8,790,419		550,017
Google, Inc. Class A (a)	594,877		702,532
Marin Software, Inc. (d)(e)	2,127,426		20,998
Marketo, Inc.	177,128		7,252
Rackspace Hosting, Inc. (a)(d)(e)	9,689,146		352,782
Responsys, Inc. (a)	7,500		203
Rocket Fuel, Inc. (d)	539,904		31,584
Textura Corp.	600		19
Trulia, Inc. (a)(d)	828,425		28,606
Twitter, Inc. (d)	32,650		2,106
Wix.com Ltd. (a)(d)	68,727		1,970
Yahoo!, Inc. (a)	2,822,100		101,652
			2,002,372
IT Services - 0.3%
ServiceSource International, Inc. (a)	3,481,836		27,785
Semiconductors & Semiconductor Equipment - 4.5%
Altera Corp.	656,494		21,947
Applied Micro Circuits Corp. (a)	457,650		4,622
Broadcom Corp. Class A	582,200		17,326
Cavium, Inc. (a)	24,900		926
Cree, Inc. (a)	1,408,400		85,096
Imagination Technologies Group PLC (a)(d)	4,619,364		13,099
Inphi Corp. (a)	1,595		18
Lam Research Corp. (a)	400		20
Maxim Integrated Products, Inc.	1,500		45
Mellanox Technologies Ltd. (a)(d)(e)	3,379,331		125,948
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
NVE Corp. (a)(e)	265,557		$ 15,285
NVIDIA Corp.	12,328,161		193,552
Semtech Corp. (a)	45,100		1,029
			478,913
Software - 13.6%
Activision Blizzard, Inc.	11,151,490		191,025
Adobe Systems, Inc. (a)	1,469,000		86,950
Autodesk, Inc. (a)	102,300		5,243
Check Point Software Technologies Ltd. (a)	400		26
CommVault Systems, Inc. (a)	347,700		24,016
Electronic Arts, Inc. (a)	11,135,907		293,988
FireEye, Inc.	590		43
FleetMatics Group PLC (a)	432,600		17,308
Gameloft Se (a)(e)	7,764,787		70,898
Gigamon, Inc. (a)	143,300		4,365
Guidewire Software, Inc. (a)	282,680		13,345
Interactive Intelligence Group, Inc. (a)	222,187		16,873
Microsoft Corp.	9,026,239		341,643
QLIK Technologies, Inc. (a)	6,800		184
salesforce.com, Inc. (a)	1,337,120		80,936
ServiceNow, Inc. (a)	195,076		12,374
SolarWinds, Inc. (a)	700		28
Synchronoss Technologies, Inc. (a)(e)	4,038,907		107,677
Tableau Software, Inc.	400		32
Ubisoft Entertainment SA (a)(e)	10,112,456		141,433
Xero Ltd. (f)	661,157		19,963
			1,428,350
TOTAL INFORMATION TECHNOLOGY			5,030,101
MATERIALS - 1.9%
Chemicals - 1.4%
Intrepid Potash, Inc. (a)(d)	661,100		9,718
Monsanto Co.	800,000		85,240
Potash Corp. of Saskatchewan, Inc.	203,600		6,384
Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR	900		22
The Mosaic Co.	973,500		43,477
			144,841
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - 0.5%
Anglo American PLC ADR	4,430,000		$ 51,964
Randgold Resources Ltd. sponsored ADR	333		23
			51,987
TOTAL MATERIALS			196,828
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.4%
Level 3 Communications, Inc. (a)	1,231,247		39,523
Verizon Communications, Inc.	21,200		1,018
			40,541
Wireless Telecommunication Services - 0.4%
NII Holdings, Inc. (a)(d)(e)	14,398,253		43,339
TOTAL TELECOMMUNICATION SERVICES			83,880
TOTAL COMMON STOCKS (Cost $7,997,702)		10,428,501
Convertible Preferred Stocks - 0.3%

CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.1%
Roku, Inc. 8.00% (f)	16,562,507		15,000
Internet & Catalog Retail - 0.1%
One Kings Lane, Inc. Series E (f)	648,635		10,000
Media - 0.1%
Turn, Inc. Series E (f)	1,199,041		10,000
TOTAL CONSUMER DISCRETIONARY			35,000
INFORMATION TECHNOLOGY - 0.0%
Computers & Peripherals - 0.0%
Pure Storage, Inc. Series E (a)(f)	184,982		1,282
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $36,282)		36,282
Money Market Funds - 5.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.10% (b)	14,692,983		$ 14,693
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	508,306,756		508,307
TOTAL MONEY MARKET FUNDS (Cost $523,000)		523,000
Cash Equivalents - 0.1%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.03%, dated 1/31/14 due 2/3/14 (Collateralized by U.S. Treasury Obligations) # (Cost $6,717)	$ 6,717		6,717
TOTAL INVESTMENT PORTFOLIO - 104.7% (Cost $8,563,701)		10,994,500
NET OTHER ASSETS (LIABILITIES) - (4.7)%			(490,895)
NET ASSETS - 100%		$ 10,503,605

Legend

(a) Non-income producing

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

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 3,000
One Kings Lane, Inc. Series E	1/29/14	$ 10,000
Pure Storage, Inc. Series E	8/22/13	$ 1,282
Roku, Inc. 8.00%	5/7/13	$ 15,000
Turn, Inc. Series E	12/30/13	$ 10,000
Xero Ltd.	10/14/13	$ 10,054

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

Repurchase Agreement / Counterparty	Value (000s)
$6,717,000 due 2/03/14 at 0.03%
BNP Paribas Securities Corp.	$ 3,505
Barclays Capital, Inc.	1,864
Merrill Lynch, Pierce, Fenner & Smith, Inc.	1,348
	$ 6,717

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	$ 12
Fidelity Securities Lending Cash Central Fund	2,668
Total	$ 2,680

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Accretive Health, Inc.	$ 98,226	$ -	$ -	$ -	$ 90,648
Angie's List, Inc.	89,531	34,870	3,643	-	99,605
Constant Contact, Inc.	55,980	-	44,219	-	-
E2open, Inc.	37,709	13,160	24,600	-	-
Gameloft Se	62,909	-	-	-	70,898
Marin Software, Inc.	26,341	1,818	3,376	-	20,998
Mellanox Technologies Ltd.	43,318	98,901	3,943	-	125,948
NII Holdings, Inc.	122,927	-	12,443	-	43,339
NVE Corp.	13,166	-	-	-	15,285
Questcor Pharmaceuticals, Inc.	227,969	63,691	237,165	435	-
Rackspace Hosting, Inc.	284,725	184,655	59,998	-	352,782
Radware Ltd.	49,088	-	40,456	-	-
Riverbed Technology, Inc.	135,456	107,731	106,665	-	198,833
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ServiceSource International, Inc.	$ 46,693	$ -	$ 10,752	$ -	$ -
Synchronoss Technologies, Inc.	127,202	50,728	44,740	-	107,677
Ubisoft Entertainment SA	145,537	7,099	-	-	141,433
Ubisoft Entertainment SA warrants	1,651	1,669	-	-	-
Total	$ 1,568,428	$ 564,322	$ 592,000	$ 435	$ 1,267,446

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,670,348	$ 1,635,348	$ -	$ 35,000
Consumer Staples	688,180	688,180	-	-
Energy	11,812	11,812	-	-
Financials	254,521	254,521	-	-
Health Care	2,309,000	2,309,000	-	-
Industrials	218,831	218,831	-	-
Information Technology	5,031,383	5,003,805	19,963	7,615
Materials	196,828	196,828	-	-
Telecommunication Services	83,880	83,880	-	-
Money Market Funds	523,000	523,000	-	-
Cash Equivalents	6,717	-	6,717	-
Total Investments in Securities:	$ 10,994,500	$ 10,925,205	$ 26,680	$ 42,615

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)	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $490,804 and repurchase agreements of $6,717) - See accompanying schedule: Unaffiliated issuers (cost $6,590,952)	$ 9,204,054
Fidelity Central Funds (cost $523,000)	523,000
Other affiliated issuers (cost $1,449,749)	1,267,446
Total Investments (cost $8,563,701)		$ 10,994,500
Receivable for investments sold		179,182
Receivable for fund shares sold		18,896
Dividends receivable		1,169
Distributions receivable from Fidelity Central Funds		788
Prepaid expenses		18
Other receivables		338
Total assets		11,194,891

Liabilities
Payable to custodian bank	$ 2,771
Payable for investments purchased	165,148
Payable for fund shares redeemed	8,359
Accrued management fee	5,245
Other affiliated payables	1,216
Other payables and accrued expenses	240
Collateral on securities loaned, at value	508,307
Total liabilities		691,286

Net Assets		$ 10,503,605
Net Assets consist of:
Paid in capital		$ 7,822,073
Accumulated net investment loss		(6,973)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		257,731
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,430,774
Net Assets		$ 10,503,605

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)	January 31, 2014 (Unaudited)

OTC: Net Asset Value, offering price and redemption price per share ($7,806,220 ÷ 99,424 shares)		$ 78.51

Class K: Net Asset Value, offering price and redemption price per share ($2,697,385 ÷ 34,069 shares)		$ 79.17

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

Semiannual Report

Statement of Operations

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

Investment Income
Dividends (including $435 earned from other affiliated issuers)		$ 28,986
Income from Fidelity Central Funds (including $2,668 from security lending)		2,680
Total income		31,666

Expenses
Management fee Basic fee	$ 29,125
Performance adjustment	2,048
Transfer agent fees	6,644
Accounting and security lending fees	683
Custodian fees and expenses	144
Independent trustees' compensation	20
Appreciation in deferred trustee compensation account	1
Registration fees	130
Audit	39
Legal	28
Interest	6
Miscellaneous	30
Total expenses before reductions	38,898
Expense reductions	(409)	38,489
Net investment income (loss)		(6,823)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	683,330
Other affiliated issuers	78,882
Foreign currency transactions	14
Total net realized gain (loss)		762,226
Change in net unrealized appreciation (depreciation) on: Investment securities	514,341
Assets and liabilities in foreign currencies	4
Total change in net unrealized appreciation (depreciation)		514,345
Net gain (loss)		1,276,571
Net increase (decrease) in net assets resulting from operations		$ 1,269,748

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 January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (6,823)	$ 43,443
Net realized gain (loss)	762,226	1,100,950
Change in net unrealized appreciation (depreciation)	514,345	1,322,673
Net increase (decrease) in net assets resulting from operations	1,269,748	2,467,066
Distributions to shareholders from net investment income	(7,143)	(33,821)
Distributions to shareholders from net realized gain	(1,239,587)	-
Total distributions	(1,246,730)	(33,821)
Share transactions - net increase (decrease)	1,527,458	(622,836)
Total increase (decrease) in net assets	1,550,476	1,810,409

Net Assets
Beginning of period	8,953,129	7,142,720
End of period (including accumulated net investment loss of $6,973 and undistributed net investment income of $6,993, respectively)	$ 10,503,605	$ 8,953,129

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

Semiannual Report

Financial Highlights - OTC

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 78.98	$ 57.53	$ 59.28	$ 45.00	$ 38.73	$ 44.66
Income from Investment Operations
Net investment income (loss) ^D	(.07)	.36 ^G	(.08) ^H	(.27)	(.23)	(.12)
Net realized and unrealized gain (loss)	10.07	21.37	(1.67)	14.55	6.50	(5.81)
Total from investment operations	10.00	21.73	(1.75)	14.28	6.27	(5.93)
Distributions from net investment income	(.05)	(.28)	-	-	-	-
Distributions from net realized gain	(10.42)	-	-	-	-	-
Total distributions	(10.47)	(.28)	-	-	-	-
Net asset value, end of period	$ 78.51	$ 78.98	$ 57.53	$ 59.28	$ 45.00	$ 38.73
Total Return ^{B, C}	14.01%	37.93%	(2.95)%	31.73%	16.19%	(13.28)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.84% ^A	.76%	.91%	.94%	1.06%	1.13%
Expenses net of fee waivers, if any	.83% ^A	.76%	.91%	.94%	1.06%	1.13%
Expenses net of all reductions	.83% ^A	.74%	.90%	.92%	1.04%	1.13%
Net investment income (loss)	(.17)% ^A	.55% ^G	(.14)% ^H	(.49)%	(.51)%	(.37)%
Supplemental Data
Net assets, end of period (in millions)	$ 7,806	$ 6,693	$ 5,499	$ 6,374	$ 5,080	$ 4,677
Portfolio turnover rate ^F	102% ^A	116%	149%	158%	163%	151%
^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 $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%. ^HInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20)%. ^IExpense 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.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 79.60	$ 57.94	$ 59.61	$ 45.19	$ 38.83	$ 44.68
Income from Investment Operations
Net investment income (loss) ^D	(.02)	.45 ^H	- ^{I, K}	(.19)	(.16)	(.05)
Net realized and unrealized gain (loss)	10.14	21.53	(1.67)	14.61	6.52	(5.80)
Total from investment operations	10.12	21.98	(1.67)	14.42	6.36	(5.85)
Distributions from net investment income	(.10)	(.32)	-	-	-	-
Distributions from net realized gain	(10.46)	-	-	-	-	-
Total distributions	(10.55) ^L	(.32)	-	-	-	-
Net asset value, end of period	$ 79.17	$ 79.60	$ 57.94	$ 59.61	$ 45.19	$ 38.83
Total Return ^{B, C}	14.08%	38.11%	(2.80)%	31.91%	16.38%	(13.09)%
Ratios to Average Net Assets ^{E, J}
Expenses before reductions	.71% ^A	.62%	.77%	.80%	.90%	.92%
Expenses net of fee waivers, if any	.71% ^A	.62%	.77%	.80%	.90%	.92%
Expenses net of all reductions	.71% ^A	.60%	.76%	.78%	.88%	.92%
Net investment income (loss)	(.05)% ^A	.69% ^H	-% ^{G, I}	(.35)%	(.35)%	(.17)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,697	$ 2,260	$ 1,644	$ 1,363	$ 936	$ 489
Portfolio turnover rate ^F	102% ^A	116%	149%	158%	163%	151%
^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 $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%. ^IInvestment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%. ^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. ^LTotal distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 2,860,516
Gross unrealized depreciation	(442,981)
Net unrealized appreciation (depreciation) on securities and other investments	$ 2,417,535

Tax cost	$ 8,576,965

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,237,607 and $4,948,450, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of OTC. 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*
OTC	$ 6,069	.17
Class K	575	.05
	$ 6,644

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 15,275	.32%	$ 6

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $8.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $8 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $12,388. 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 $227 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $53.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014	Year ended July 31, 2013
From net investment income
OTC	$ 4,344	$ 24,686
Class K	2,799	9,135
Total	$ 7,143	$ 33,821
From net realized gain
OTC	$ 926,740	$ -
Class K	312,847	-
Total	$ 1,239,587	$ -

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014	Year ended July 31, 2013	Six months ended January 31, 2014	Year ended July 31, 2013
OTC
Shares sold	14,777	13,349	$ 1,144,359	$ 888,988
Reinvestment of distributions	12,308	400	905,081	23,934
Shares redeemed	(12,404)	(24,580)	(948,582)	(1,536,509)
Net increase (decrease)	14,681	(10,831)	$ 1,100,858	$ (623,587)
Class K
Shares sold	5,759	8,116	$ 448,779	$ 517,177
Reinvestment of distributions	4,258	152	315,646	9,135
Shares redeemed	(4,342)	(8,251)	(337,825)	(525,561)
Net increase (decrease)	5,675	17	$ 426,600	$ 751

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

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

OTC-K-USAN-0314
1.863312.105

Fidelity®

Blue Chip Growth

Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Blue Chip Growth	.80%
Actual		$ 1,000.00	$ 1,132.30	$ 4.30
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 4.08
Class K	.68%
Actual		$ 1,000.00	$ 1,133.00	$ 3.66
Hypothetical^A		$ 1,000.00	$ 1,021.78	$ 3.47

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	6.0	5.1
Apple, Inc.	3.7	4.1
Gilead Sciences, Inc.	3.1	2.8
Facebook, Inc. Class A	2.8	1.4
Amazon.com, Inc.	2.3	1.8
QUALCOMM, Inc.	1.8	1.6
Visa, Inc. Class A	1.6	1.4
Comcast Corp. Class A	1.5	1.4
Home Depot, Inc.	1.5	1.9
Biogen Idec, Inc.	1.5	1.2
	25.8
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	31.1	28.5
Consumer Discretionary	21.2	23.0
Health Care	16.4	14.7
Industrials	10.5	10.7
Consumer Staples	10.3	13.2

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks 99.8%			Stocks 99.7%
	ConvertibleSecurities 0.1%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.3%
* Foreign investments		9.8%	** Foreign investments		8.4%

amo1551493

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 21.2%
Auto Components - 0.5%
Johnson Controls, Inc.	602,500		$ 27,787
Magna International, Inc. Class A (sub. vtg.)	199,525		16,947
Tenneco, Inc. (a)	141,895		8,065
The Goodyear Tire & Rubber Co.	376,500		8,908
TRW Automotive Holdings Corp. (a)	190,340		14,114
			75,821
Automobiles - 0.9%
General Motors Co.	879,417		31,729
Tesla Motors, Inc. (a)(d)	625,918		113,548
			145,277
Diversified Consumer Services - 0.4%
H&R Block, Inc.	1,429,600		43,460
Kroton Educacional SA	1,180,000		18,033
			61,493
Hotels, Restaurants & Leisure - 4.8%
500 Com Ltd. sponsored ADR Class A	371,136		15,565
Alsea S.A.B. de CV	1,974,300		5,890
Buffalo Wild Wings, Inc. (a)	172,038		24,405
China Lodging Group Ltd. ADR (a)	270,800		7,352
Chipotle Mexican Grill, Inc. (a)	166,217		91,745
Dunkin' Brands Group, Inc.	512,300		23,837
Fiesta Restaurant Group, Inc. (a)	289,200		12,427
Home Inns & Hotels Management, Inc. sponsored ADR (a)	242,394		8,312
Las Vegas Sands Corp.	2,080,394		159,192
Melco Crown Entertainment Ltd. sponsored ADR (a)	183,700		7,530
MGM Mirage, Inc. (a)	701,800		17,096
Panera Bread Co. Class A (a)	236,956		40,062
Starbucks Corp.	2,439,790		173,518
Whitbread PLC	310,250		19,131
Wyndham Worldwide Corp.	325,627		23,100
Wynn Resorts Ltd.	107,761		23,429
Yum! Brands, Inc.	1,195,549		80,281
			732,872
Household Durables - 0.0%
Harman International Industries, Inc.	52,017		5,380
Internet & Catalog Retail - 4.1%
Amazon.com, Inc. (a)	977,444		350,599
Ctrip.com International Ltd. sponsored ADR (a)	189,300		7,479
Expedia, Inc.	90,263		5,865
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Groupon, Inc. Class A (a)	782,963		$ 8,190
HomeAway, Inc. (a)	309,376		12,641
Netflix, Inc. (a)	111,223		45,527
priceline.com, Inc. (a)	155,100		177,572
Qunar Cayman Islands Ltd. sponsored ADR (d)	238,086		6,197
Vipshop Holdings Ltd. ADR (a)	104,800		11,013
			625,083
Leisure Equipment & Products - 0.1%
NJOY, Inc. (a)(g)	1,178,168		9,520
Media - 2.8%
AMC Networks, Inc. Class A (a)	324,633		20,919
CBS Corp. Class B	937,500		55,050
Comcast Corp. Class A	4,352,336		236,985
DISH Network Corp. Class A (a)	249,000		14,039
Fuji Media Holdings, Inc.	132,500		2,477
Lions Gate Entertainment Corp.	155,257		5,019
The Walt Disney Co.	561,500		40,771
Time Warner, Inc.	413,900		26,005
Twenty-First Century Fox, Inc. Class A	1,114,310		35,457
			436,722
Multiline Retail - 1.1%
Dollar General Corp. (a)	336,987		18,979
Macy's, Inc.	1,109,185		59,009
Target Corp.	1,529,890		86,653
			164,641
Specialty Retail - 4.5%
American Eagle Outfitters, Inc.	768,413		10,397
AutoZone, Inc. (a)	13,100		6,485
Best Buy Co., Inc.	2,787,287		65,613
Five Below, Inc. (a)	160,243		5,873
Home Depot, Inc.	2,976,700		228,759
L Brands, Inc.	664,782		34,808
Lowe's Companies, Inc.	1,754,500		81,216
Murphy U.S.A., Inc.	815,870		31,607
Restoration Hardware Holdings, Inc. (a)	479,543		27,209
Ross Stores, Inc.	1,180,163		80,145
Tiffany & Co., Inc.	233,754		19,446
TJX Companies, Inc.	1,660,052		95,221
			686,779
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 2.0%
Arezzo Industria e Comercio SA	616,500		$ 6,642
Fifth & Pacific Companies, Inc. (a)	1,276,804		36,644
lululemon athletica, Inc. (a)	360,981		16,493
Michael Kors Holdings Ltd. (a)	755,472		60,385
NIKE, Inc. Class B	1,118,475		81,481
Pandora A/S	188,900		10,814
Prada SpA	1,152,700		8,455
PVH Corp.	453,797		54,850
Under Armour, Inc. Class A (sub. vtg.) (a)	317,973		34,376
			310,140
TOTAL CONSUMER DISCRETIONARY			3,253,728
CONSUMER STAPLES - 10.3%
Beverages - 2.6%
Anheuser-Busch InBev SA NV ADR	570,891		54,743
Monster Beverage Corp. (a)	1,192,835		80,993
PepsiCo, Inc.	1,419,900		114,103
The Coca-Cola Co.	4,067,352		153,827
			403,666
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	933,300		104,866
CVS Caremark Corp.	2,020,300		136,815
Kroger Co.	792,400		28,606
Sprouts Farmers Market LLC	191,077		6,829
Whole Foods Market, Inc.	903,760		47,230
			324,346
Food Products - 2.4%
Annie's, Inc. (a)	197,500		7,924
Associated British Foods PLC	392,700		17,527
Bunge Ltd.	550,567		41,711
Green Mountain Coffee Roasters, Inc. (d)	2,521,864		204,271
Mead Johnson Nutrition Co. Class A	718,994		55,283
Mondelez International, Inc.	1,476,700		48,362
			375,078
Household Products - 1.0%
Procter & Gamble Co.	1,837,674		140,803
Svenska Cellulosa AB (SCA) (B Shares)	537,600		15,304
			156,107
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 0.7%
Herbalife Ltd.	910,458		$ 58,606
Nu Skin Enterprises, Inc. Class A	540,888		46,057
			104,663
Tobacco - 1.5%
Altria Group, Inc.	486,290		17,127
Lorillard, Inc.	1,697,093		83,531
Philip Morris International, Inc.	1,614,349		126,145
			226,803
TOTAL CONSUMER STAPLES			1,590,663
ENERGY - 3.2%
Energy Equipment & Services - 0.7%
Atwood Oceanics, Inc. (a)	87,600		4,152
Ensco PLC Class A	27,200		1,370
Halliburton Co.	1,542,311		75,589
National Oilwell Varco, Inc.	358,765		26,911
			108,022
Oil, Gas & Consumable Fuels - 2.5%
Anadarko Petroleum Corp.	835,800		67,441
Cabot Oil & Gas Corp.	759,704		30,373
Canadian Natural Resources Ltd.	532,100		17,448
Cimarex Energy Co.	340,907		33,402
Continental Resources, Inc. (a)	300,500		33,115
EOG Resources, Inc.	298,112		49,260
Hess Corp.	293,178		22,132
Marathon Petroleum Corp.	166,200		14,468
Phillips 66 Co.	259,717		18,983
Pioneer Natural Resources Co.	430,700		72,926
Valero Energy Corp.	410,200		20,961
Whiting Petroleum Corp. (a)	77,600		4,530
			385,039
TOTAL ENERGY			493,061
FINANCIALS - 4.6%
Capital Markets - 1.0%
Ameriprise Financial, Inc.	158,653		16,760
BlackRock, Inc. Class A	179,900		54,055
Invesco Ltd.	620,572		20,634
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Morgan Stanley	1,658,351		$ 48,938
Virtus Investment Partners, Inc. (a)	1,473		268
WisdomTree Investments, Inc. (a)	328,700		4,641
			145,296
Commercial Banks - 0.1%
Standard Chartered PLC (United Kingdom)	645,417		13,156
Consumer Finance - 0.6%
American Express Co.	869,344		73,912
Capital One Financial Corp.	119,500		8,438
Santander Consumer U.S.A. Holdings, Inc.	412,800		10,580
			92,930
Diversified Financial Services - 2.4%
Bank of America Corp.	5,413,887		90,683
Berkshire Hathaway, Inc. Class B (a)	176,000		19,642
Citigroup, Inc.	2,814,240		133,479
Investment AB Kinnevik (B Shares)	79,100		3,105
JPMorgan Chase & Co.	2,064,177		114,273
			361,182
Insurance - 0.1%
Marsh & McLennan Companies, Inc.	93,150		4,258
MetLife, Inc.	338,800		16,618
			20,876
Real Estate Investment Trusts - 0.1%
American Tower Corp.	250,270		20,242
Real Estate Management & Development - 0.3%
Altisource Portfolio Solutions SA	33,100		4,327
Altisource Residential Corp. Class B	50,400		1,512
Howard Hughes Corp. (a)	53,100		6,625
Parsvnath Developers Ltd. (a)(e)	21,771,340		8,257
Realogy Holdings Corp. (a)	552,267		25,167
			45,888
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	448,663		5,782
TOTAL FINANCIALS			705,352
HEALTH CARE - 16.4%
Biotechnology - 9.6%
Agios Pharmaceuticals, Inc. (d)	161,640		4,275
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Alexion Pharmaceuticals, Inc. (a)	531,700		$ 84,397
Alkermes PLC (a)	673,600		32,791
Alnylam Pharmaceuticals, Inc. (a)	576,563		48,235
Amgen, Inc.	1,827,102		217,334
Biogen Idec, Inc. (a)	728,200		227,664
BioMarin Pharmaceutical, Inc. (a)	263,804		18,171
Bluebird Bio, Inc. (d)	94,800		2,102
Celgene Corp. (a)	389,368		59,157
Clovis Oncology, Inc. (a)	129,300		8,408
CSL Ltd.	43,869		2,700
Dicerna Pharmaceuticals, Inc.	125,600		5,165
Exelixis, Inc. (a)	2,619,600		18,023
Gilead Sciences, Inc. (a)	5,973,460		481,760
Grifols SA	218,800		11,345
Grifols SA:
ADR	193,945		7,682
Class B	10,920		432
Intercept Pharmaceuticals, Inc. (a)	25,200		7,582
InterMune, Inc. (a)	1,484,270		19,815
Intrexon Corp.	234,059		7,857
Ironwood Pharmaceuticals, Inc. Class A (a)	528,281		7,327
Keryx Biopharmaceuticals, Inc. (a)(d)	528,873		8,134
KYTHERA Biopharmaceuticals, Inc. (a)	184,473		8,486
Medivation, Inc. (a)	198,000		15,761
Merrimack Pharmaceuticals, Inc. (a)	1,594,658		8,372
Pharmacyclics, Inc. (a)	120,900		16,088
Regeneron Pharmaceuticals, Inc. (a)	302,789		87,382
Sarepta Therapeutics, Inc. (a)(d)	181,020		4,413
Seattle Genetics, Inc. (a)	158,900		7,128
Synageva BioPharma Corp. (a)	119,700		10,842
United Therapeutics Corp. (a)	28,441		2,919
Vertex Pharmaceuticals, Inc. (a)	428,860		33,897
XOMA Corp. (a)	434,146		3,373
			1,479,017
Health Care Equipment & Supplies - 1.0%
Accuray, Inc. (a)(d)	935,165		9,960
Boston Scientific Corp. (a)	2,611,300		35,331
DexCom, Inc. (a)	41,300		1,671
Insulet Corp. (a)	291,800		12,547
Intuitive Surgical, Inc. (a)	88,907		36,237
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
The Cooper Companies, Inc.	367,830		$ 45,714
Zeltiq Aesthetics, Inc. (a)	395,900		8,112
			149,572
Health Care Providers & Services - 0.7%
AmerisourceBergen Corp.	133,700		8,987
Apollo Hospitals Enterprise Ltd.	936,371		13,911
Cardinal Health, Inc.	285,931		19,449
Express Scripts Holding Co. (a)	233,700		17,455
HCA Holdings, Inc. (a)	603,300		30,328
Qualicorp SA (a)	1,151,000		9,773
			99,903
Health Care Technology - 0.4%
athenahealth, Inc. (a)(d)	102,375		15,090
Cerner Corp. (a)	816,418		46,446
			61,536
Life Sciences Tools & Services - 1.2%
Agilent Technologies, Inc.	339,510		19,743
Illumina, Inc. (a)	1,100,457		167,269
Lonza Group AG	38,412		3,862
			190,874
Pharmaceuticals - 3.5%
AbbVie, Inc.	2,455,871		120,903
Actavis PLC (a)	761,355		143,881
Allergan, Inc.	229,100		26,255
Bristol-Myers Squibb Co.	482,237		24,097
Merck & Co., Inc.	264,717		14,022
Mylan, Inc. (a)	224,181		10,180
Perrigo Co. PLC	159,240		24,787
Salix Pharmaceuticals Ltd. (a)	194,229		18,906
Shire PLC sponsored ADR	165,759		24,801
Teva Pharmaceutical Industries Ltd. sponsored ADR	351,400		15,683
Valeant Pharmaceuticals International (Canada) (a)	892,500		121,108
			544,623
TOTAL HEALTH CARE			2,525,525
INDUSTRIALS - 10.4%
Aerospace & Defense - 3.2%
Honeywell International, Inc.	799,500		72,938
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	394,700		$ 100,550
The Boeing Co.	883,806		110,706
United Technologies Corp.	1,756,300		200,253
			484,447
Air Freight & Logistics - 0.4%
FedEx Corp.	489,078		65,204
Airlines - 1.3%
American Airlines Group, Inc. (a)(d)	3,282,193		110,118
Azul-Linhas Aereas Brasileiras warrants (a)(g)	165,571		0
Delta Air Lines, Inc.	1,506,200		46,105
Southwest Airlines Co.	421,502		8,830
Spirit Airlines, Inc. (a)	856,400		40,165
			205,218
Building Products - 0.1%
A.O. Smith Corp.	262,254		12,384
Construction & Engineering - 0.2%
Chicago Bridge & Iron Co. NV	348,569		26,139
MasTec, Inc. (a)	89,674		3,223
			29,362
Electrical Equipment - 0.9%
Eaton Corp. PLC	1,072,900		78,418
EnerSys	156,712		10,666
Generac Holdings, Inc.	209,162		10,067
OSRAM Licht AG (a)	351,373		20,588
SolarCity Corp. (a)(d)	159,712		11,833
			131,572
Industrial Conglomerates - 0.9%
Danaher Corp.	1,909,500		142,048
Machinery - 1.5%
Caterpillar, Inc.	466,900		43,847
Cummins, Inc.	875,300		111,146
Ingersoll-Rand PLC	708,084		41,628
ITT Corp.	313,800		12,850
Pentair Ltd.	213,071		15,838
Xylem, Inc.	171,277		5,714
			231,023
Professional Services - 0.7%
Huron Consulting Group, Inc. (a)	115,500		7,651
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Manpower, Inc.	841,564		$ 65,558
Towers Watson & Co.	280,274		32,770
			105,979
Road & Rail - 1.1%
Avis Budget Group, Inc. (a)	381,745		14,396
Canadian Pacific Railway Ltd.	201,300		30,516
Hertz Global Holdings, Inc. (a)	1,082,496		28,167
Union Pacific Corp.	556,800		97,017
			170,096
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	204,000		2,366
WESCO International, Inc. (a)	202,200		16,775
			19,141
TOTAL INDUSTRIALS			1,596,474
INFORMATION TECHNOLOGY - 31.1%
Communications Equipment - 2.5%
F5 Networks, Inc. (a)	455,106		48,696
Juniper Networks, Inc. (a)	1,061,599		28,249
QUALCOMM, Inc.	3,735,314		277,235
Riverbed Technology, Inc. (a)	1,338,741		26,400
			380,580
Computers & Peripherals - 5.0%
Apple, Inc.	1,139,295		570,331
EMC Corp.	4,226,122		102,441
NCR Corp. (a)	2,122,226		74,681
Nimble Storage, Inc.	115,600		4,997
Seagate Technology	184,647		9,760
Western Digital Corp.	99,037		8,534
			770,744
Electronic Equipment & Components - 0.3%
Avigilon Corp. (a)	48,900		1,408
Avigilon Corp. (a)(f)	110,100		3,170
InvenSense, Inc. (a)(d)	1,099,480		21,649
Methode Electronics, Inc. Class A	92,275		3,106
TE Connectivity Ltd.	251,153		14,193
			43,526
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 10.9%
58.com, Inc. ADR	35,800		$ 1,346
Baidu.com, Inc. sponsored ADR (a)	82,810		12,960
Dropbox, Inc. (a)(g)	1,003,814		19,174
Facebook, Inc. Class A (a)	6,933,961		433,858
Google, Inc. Class A (a)	776,554		917,088
Just Dial Ltd.	252,638		5,718
LinkedIn Corp. (a)	147,800		31,808
Naver Corp.	49,130		30,685
Rackspace Hosting, Inc. (a)(d)	1,640,201		59,720
Tencent Holdings Ltd.	379,900		26,595
Yahoo!, Inc. (a)	3,819,160		137,566
			1,676,518
IT Services - 4.2%
Cognizant Technology Solutions Corp. Class A (a)	1,763,043		170,874
MasterCard, Inc. Class A	2,977,000		225,299
Visa, Inc. Class A	1,182,899		254,832
			651,005
Semiconductors & Semiconductor Equipment - 2.8%
Altera Corp.	572,662		19,144
Avago Technologies Ltd.	140,322		7,667
Broadcom Corp. Class A	1,867,427		55,575
Cavium, Inc. (a)	264,000		9,813
Cree, Inc. (a)	685,602		41,424
Cypress Semiconductor Corp.	626,084		6,286
First Solar, Inc. (a)	181,775		9,194
Freescale Semiconductor Holdings I Ltd. (a)	993,554		18,013
GCL-Poly Energy Holdings Ltd. (a)	32,059,000		10,901
Marvell Technology Group Ltd.	904,726		13,508
Monolithic Power Systems, Inc. (a)	242,794		7,937
NVIDIA Corp.	1,015,070		15,937
NXP Semiconductors NV (a)	3,908,269		188,965
SunEdison, Inc. (a)	926,545		12,888
SunPower Corp. (a)(d)	183,800		5,948
Trina Solar Ltd. (a)(d)	487,654		7,242
			430,442
Software - 5.4%
Activision Blizzard, Inc.	4,072,700		69,765
Adobe Systems, Inc. (a)	568,300		33,638
Electronic Arts, Inc. (a)	2,648,486		69,920
Fortinet, Inc. (a)	716,085		15,181
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Linx SA	124,800		$ 2,268
Microsoft Corp.	5,723,915		216,650
NetSuite, Inc. (a)	66,600		7,005
Oracle Corp.	1,005,884		37,117
Red Hat, Inc. (a)	1,002,500		56,641
salesforce.com, Inc. (a)	3,589,371		217,265
ServiceNow, Inc. (a)	346,200		21,959
Tableau Software, Inc.	33,500		2,707
VMware, Inc. Class A (a)	300,200		27,060
Workday, Inc. Class A (a)	429,600		38,466
Zynga, Inc. (a)	4,333,300		19,067
			834,709
TOTAL INFORMATION TECHNOLOGY			4,787,524
MATERIALS - 2.3%
Chemicals - 2.2%
Cabot Corp.	432,419		21,046
Celanese Corp. Class A	334,750		16,952
CF Industries Holdings, Inc.	48,204		11,128
Chemtura Corp. (a)	239,203		5,999
Eastman Chemical Co.	833,500		64,980
Huntsman Corp.	801,777		17,575
Intrepid Potash, Inc. (a)(d)	515,965		7,585
LyondellBasell Industries NV Class A	156,925		12,359
Mexichem S.A.B. de CV (d)	2,200,600		7,641
Monsanto Co.	1,245,000		132,655
Potash Corp. of Saskatchewan, Inc. (d)	570,261		17,880
The Mosaic Co.	453,919		20,272
The Scotts Miracle-Gro Co. Class A	83,003		4,930
Wacker Chemie AG	41,000		4,882
			345,884
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	375,700		12,176
TOTAL MATERIALS			358,060
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.1%
Jazztel PLC (a)	573,300		7,052
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.2%
T-Mobile U.S., Inc. (a)	1,085,108		$ 33,172
TOTAL TELECOMMUNICATION SERVICES			40,224
TOTAL COMMON STOCKS (Cost $10,447,019)		15,350,611
Preferred Stocks - 0.1%

Convertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.0%
Leisure Equipment & Products - 0.0%
NJOY, Inc. Series C (g)	607,766		4,911
INDUSTRIALS - 0.1%
Airlines - 0.1%
Azul-Linhas Aereas Brasileiras Series B (g)	165,571		6,861
TOTAL CONVERTIBLE PREFERRED STOCKS			11,772
Nonconvertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
Volkswagen AG	34,600		8,775
TOTAL PREFERRED STOCKS (Cost $21,241)		20,547
Money Market Funds - 2.1%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.10% (b)	16,776,701		$ 16,777
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	299,459,748		299,460
TOTAL MONEY MARKET FUNDS (Cost $316,237)		316,237
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $10,784,497)			15,687,395
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(303,613)
NET ASSETS - 100%		$ 15,383,782

Legend

(a) Non-income producing

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

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

(e) Affiliated company

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $40,466,000 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Azul-Linhas Aereas Brasileiras Series B	12/24/13	$ 7,023
Azul-Linhas Aereas Brasileiras warrants	12/24/13	$ 0
Dropbox, Inc.	5/2/12	$ 9,084
NJOY, Inc.	9/11/13	$ 9,520
NJOY, Inc. Series C	6/7/13	$ 4,913

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	$ 19
Fidelity Securities Lending Cash Central Fund	929
Total	$ 948

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 10,232	$ -	$ -	$ -	$ 8,257
Total	$ 10,232	$ -	$ -	$ -	$ 8,257

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,267,414	$ 3,250,506	$ 2,477	$ 14,431
Consumer Staples	1,590,663	1,590,663	-	-
Energy	493,061	493,061	-	-
Financials	705,352	691,313	14,039	-
Health Care	2,525,525	2,508,482	17,043	-
Industrials	1,603,335	1,596,474	-	6,861
Information Technology	4,787,524	4,731,947	36,403	19,174
Materials	358,060	358,060	-	-
Telecommunication Services	40,224	40,224	-	-
Money Market Funds	316,237	316,237	-	-
Total Investments in Securities:	$ 15,687,395	$ 15,576,967	$ 69,962	$ 40,466

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)	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $296,793) - See accompanying schedule: Unaffiliated issuers (cost $10,429,700)	$ 15,362,901
Fidelity Central Funds (cost $316,237)	316,237
Other affiliated issuers (cost $38,560)	8,257
Total Investments (cost $10,784,497)		$ 15,687,395
Foreign currency held at value (cost $1,039)		1,040
Receivable for investments sold		129,914
Receivable for fund shares sold		31,565
Dividends receivable		5,861
Distributions receivable from Fidelity Central Funds		249
Prepaid expenses		45
Other receivables		785
Total assets		15,856,854

Liabilities
Payable for investments purchased	$ 149,060
Payable for fund shares redeemed	13,511
Accrued management fee	8,415
Other affiliated payables	1,844
Other payables and accrued expenses	782
Collateral on securities loaned, at value	299,460
Total liabilities		473,072

Net Assets		$ 15,383,782
Net Assets consist of:
Paid in capital		$ 6,829,814
Undistributed net investment income		1,844
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		3,649,209
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,902,915
Net Assets		$ 15,383,782

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)	January 31, 2014 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($11,219,005 ÷ 179,795 shares)		$ 62.40

Class K: Net Asset Value, offering price and redemption price per share ($4,164,777 ÷ 66,688 shares)		$ 62.45

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 January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 94,524
Income from Fidelity Central Funds		948
Total income		95,472

Expenses
Management fee Basic fee	$ 50,475
Performance adjustment	5,944
Transfer agent fees	11,445
Accounting and security lending fees	857
Custodian fees and expenses	193
Independent trustees' compensation	42
Appreciation in deferred trustee compensation account	1
Registration fees	83
Audit	57
Legal	48
Interest	2
Miscellaneous	66
Total expenses before reductions	69,213
Expense reductions	(306)	68,907
Net investment income (loss)		26,565
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	687,912
Redemption in-kind with affiliated entities	3,310,457
Foreign currency transactions	(324)
Total net realized gain (loss)		3,998,045
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,722,257)
Assets and liabilities in foreign currencies	22
Total change in net unrealized appreciation (depreciation)		(1,722,235)
Net gain (loss)		2,275,810
Net increase (decrease) in net assets resulting from operations		$ 2,302,375

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 January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 26,565	$ 139,090
Net realized gain (loss)	3,998,045	1,392,019
Change in net unrealized appreciation (depreciation)	(1,722,235)	2,900,667
Net increase (decrease) in net assets resulting from operations	2,302,375	4,431,776
Distributions to shareholders from net investment income	(80,757)	(85,342)
Distributions to shareholders from net realized gain	(1,378,625)	(230,904)
Total distributions	(1,459,382)	(316,246)
Share transactions - net increase (decrease)	(5,642,413)	1,247,958
Total increase (decrease) in net assets	(4,799,420)	5,363,488

Net Assets
Beginning of period	20,183,202	14,819,714
End of period (including undistributed net investment income of $1,844 and undistributed net investment income of $56,036, respectively)	$ 15,383,782	$ 20,183,202

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Income from Investment Operations
Net investment income (loss) ^D	.07	.39	.10	(.03)	.04	.27
Net realized and unrealized gain (loss)	7.39	12.79	.75	10.61	5.80	(6.36)
Total from investment operations	7.46	13.18	.85	10.58	5.84	(6.09)
Distributions from net investment income	(.24)	(.23)	(.04)	.00 ^{G, I}	(.18)	(.29)
Distributions from net realized gain	(4.47)	(.68)	(1.60)	(.04) ^G	-	(.71)
Total distributions	(4.71)	(.91)	(1.64)	(.04)	(.18)	(1.00)
Net asset value, end of period	$ 62.40	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97
Total Return ^{B, C}	13.23%	28.25%	2.27%	28.12%	18.29%	(15.85)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.80% ^A	.76%	.90%	.94%	.94%	.76%
Expenses net of fee waivers, if any	.80% ^A	.76%	.90%	.94%	.94%	.76%
Expenses net of all reductions	.80% ^A	.74%	.89%	.92%	.93%	.76%
Net investment income (loss)	.24% ^A	.75%	.21%	(.06)%	.10%	.93%
Supplemental Data
Net assets, end of period (in millions)	$ 11,219	$ 12,927	$ 10,595	$ 12,024	$ 10,295	$ 9,691
Portfolio turnover rate ^F	57% ^A	75%	95%	132%	135%	134%

^A Annualized

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

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Income from Investment Operations
Net investment income (loss) ^D	.11	.47	.17	.05	.11	.32
Net realized and unrealized gain (loss)	7.39	12.79	.75	10.62	5.79	(6.33)
Total from investment operations	7.50	13.26	.92	10.67	5.90	(6.01)
Distributions from net investment income	(.33)	(.30)	(.08)	(.05) ^G	(.25)	(.34)
Distributions from net realized gain	(4.47)	(.68)	(1.60)	(.07) ^G	-	(.71)
Total distributions	(4.79) ^J	(.98)	(1.67) ^I	(.12)	(.25)	(1.05)
Net asset value, end of period	$ 62.45	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01
Total Return ^{B, C}	13.30%	28.42%	2.43%	28.37%	18.48%	(15.61)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.68% ^A	.61%	.74%	.77%	.75%	.53%
Expenses net of fee waivers, if any	.68% ^A	.61%	.74%	.77%	.75%	.53%
Expenses net of all reductions	.67% ^A	.60%	.73%	.76%	.74%	.52%
Net investment income (loss)	.37% ^A	.89%	.37%	.11%	.30%	1.16%
Supplemental Data
Net assets, end of period (in millions)	$ 4,165	$ 3,506	$ 2,467	$ 1,455	$ 932	$ 591
Portfolio turnover rate ^F	57% ^A	75%	95%	132%	135%	134%

^A Annualized

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

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

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

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

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

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

^I Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

^J Total distributions of $4.79 per share is comprised of distributions from net investment income of $.325 and distributions from net realized gain of $4.466 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (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 Blue Chip Growth and Class K shares, each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through November 19, 2013, and all outstanding shares were redeemed by November 19, 2013. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation	$ 5,049,412
Gross unrealized depreciation	(180,168)
Net unrealized appreciation (depreciation) on securities and other investments	$ 4,869,244

Tax cost	$ 10,818,151

4. Purchases and Sales of Investments.

Purchases and sales of securities including in-kind transactions, other than short-term securities, aggregated $5,231,262 and $12,254,682, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Blue Chip Growth as compared to its benchmark index, the Russell 1000® Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .62% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. 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*
Blue Chip Growth	$ 10,548	.17
Class K	897	.05
	$ 11,445

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 24,504	.32%	$ 2

Redemptions In-Kind. During the period, 120,385 shares of the Fund held by affiliated entities were redeemed for investments with a value of $7,325,217. The net realized gain of $3,310,457 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $9 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $611. 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 $929, including $15 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $144.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2014 ^A	Year ended July 31, 2013
From net investment income
Blue Chip Growth	$ 47,730	$ 51,844
Class K	19,791	16,348
Class F	13,236	17,150
Total	$ 80,757	$ 85,342
From net realized gain
Blue Chip Growth	$ 908,543	$ 155,106
Class K	269,912	36,829
Class F	200,170	38,969
Total	$ 1,378,625	$ 230,904

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

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2014 ^A	Year ended July 31, 2013	Six months ended January 31, 2014 ^A	Year ended July 31, 2013
Blue Chip Growth
Shares sold	17,270	41,304^C	$ 1,054,399	$ 2,121,491^C
Reinvestment of distributions	16,131	4,171	933,287	202,506
Shares redeemed	(70,324)^B	(52,364)	(4,274,086)^B	(2,708,546)
Net increase (decrease)	(36,923)	(6,889)	$ (2,286,400)	$ (384,549)
Class K
Shares sold	9,687	17,299	$ 596,289	$ 899,333
Reinvestment of distributions	4,984	1,092	289,704	53,178
Shares redeemed	(6,662)	(11,703)	(407,039)	(608,221)
Net increase (decrease)	8,009	6,688	$ 478,954	$ 344,290
Class F
Shares sold	3,759	28,168^C	$ 226,489	$ 1,424,726^C
Reinvestment of distributions	3,740	1,153	213,405	56,119
Shares redeemed	(70,205)^B	(3,595)	(4,274,861)^B	(192,628)
Net increase (decrease)	(62,706)	25,726	$ (3,834,967)	$ 1,288,217

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

^B Amount includes in-kind redemptions (see Note 5: Redemptions In-Kind).

^C Amount includes in-kind exchanges.

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) amo1551495
1-800-544-5555

Automated line for quickest service

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

BCF-USAN-0314
1.789282.111

Fidelity®

Blue Chip Growth

Fund -
Class K

Semiannual Report

January 31, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value August 1, 2013	Ending Account Value January 31, 2014	Expenses Paid During Period* August 1, 2013 to January 31, 2014
Blue Chip Growth	.80%
Actual		$ 1,000.00	$ 1,132.30	$ 4.30
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 4.08
Class K	.68%
Actual		$ 1,000.00	$ 1,133.00	$ 3.66
Hypothetical^A		$ 1,000.00	$ 1,021.78	$ 3.47

^A 5% return per year before expenses

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

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	6.0	5.1
Apple, Inc.	3.7	4.1
Gilead Sciences, Inc.	3.1	2.8
Facebook, Inc. Class A	2.8	1.4
Amazon.com, Inc.	2.3	1.8
QUALCOMM, Inc.	1.8	1.6
Visa, Inc. Class A	1.6	1.4
Comcast Corp. Class A	1.5	1.4
Home Depot, Inc.	1.5	1.9
Biogen Idec, Inc.	1.5	1.2
	25.8
Top Five Market Sectors as of January 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	31.1	28.5
Consumer Discretionary	21.2	23.0
Health Care	16.4	14.7
Industrials	10.5	10.7
Consumer Staples	10.3	13.2

Asset Allocation (% of fund's net assets)
As of January 31, 2014 *			As of July 31, 2013 **
	Stocks 99.8%			Stocks 99.7%
	ConvertibleSecurities 0.1%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.3%
* Foreign investments		9.8%	** Foreign investments		8.4%

amo1551509

Semiannual Report

Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 21.2%
Auto Components - 0.5%
Johnson Controls, Inc.	602,500		$ 27,787
Magna International, Inc. Class A (sub. vtg.)	199,525		16,947
Tenneco, Inc. (a)	141,895		8,065
The Goodyear Tire & Rubber Co.	376,500		8,908
TRW Automotive Holdings Corp. (a)	190,340		14,114
			75,821
Automobiles - 0.9%
General Motors Co.	879,417		31,729
Tesla Motors, Inc. (a)(d)	625,918		113,548
			145,277
Diversified Consumer Services - 0.4%
H&R Block, Inc.	1,429,600		43,460
Kroton Educacional SA	1,180,000		18,033
			61,493
Hotels, Restaurants & Leisure - 4.8%
500 Com Ltd. sponsored ADR Class A	371,136		15,565
Alsea S.A.B. de CV	1,974,300		5,890
Buffalo Wild Wings, Inc. (a)	172,038		24,405
China Lodging Group Ltd. ADR (a)	270,800		7,352
Chipotle Mexican Grill, Inc. (a)	166,217		91,745
Dunkin' Brands Group, Inc.	512,300		23,837
Fiesta Restaurant Group, Inc. (a)	289,200		12,427
Home Inns & Hotels Management, Inc. sponsored ADR (a)	242,394		8,312
Las Vegas Sands Corp.	2,080,394		159,192
Melco Crown Entertainment Ltd. sponsored ADR (a)	183,700		7,530
MGM Mirage, Inc. (a)	701,800		17,096
Panera Bread Co. Class A (a)	236,956		40,062
Starbucks Corp.	2,439,790		173,518
Whitbread PLC	310,250		19,131
Wyndham Worldwide Corp.	325,627		23,100
Wynn Resorts Ltd.	107,761		23,429
Yum! Brands, Inc.	1,195,549		80,281
			732,872
Household Durables - 0.0%
Harman International Industries, Inc.	52,017		5,380
Internet & Catalog Retail - 4.1%
Amazon.com, Inc. (a)	977,444		350,599
Ctrip.com International Ltd. sponsored ADR (a)	189,300		7,479
Expedia, Inc.	90,263		5,865
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Groupon, Inc. Class A (a)	782,963		$ 8,190
HomeAway, Inc. (a)	309,376		12,641
Netflix, Inc. (a)	111,223		45,527
priceline.com, Inc. (a)	155,100		177,572
Qunar Cayman Islands Ltd. sponsored ADR (d)	238,086		6,197
Vipshop Holdings Ltd. ADR (a)	104,800		11,013
			625,083
Leisure Equipment & Products - 0.1%
NJOY, Inc. (a)(g)	1,178,168		9,520
Media - 2.8%
AMC Networks, Inc. Class A (a)	324,633		20,919
CBS Corp. Class B	937,500		55,050
Comcast Corp. Class A	4,352,336		236,985
DISH Network Corp. Class A (a)	249,000		14,039
Fuji Media Holdings, Inc.	132,500		2,477
Lions Gate Entertainment Corp.	155,257		5,019
The Walt Disney Co.	561,500		40,771
Time Warner, Inc.	413,900		26,005
Twenty-First Century Fox, Inc. Class A	1,114,310		35,457
			436,722
Multiline Retail - 1.1%
Dollar General Corp. (a)	336,987		18,979
Macy's, Inc.	1,109,185		59,009
Target Corp.	1,529,890		86,653
			164,641
Specialty Retail - 4.5%
American Eagle Outfitters, Inc.	768,413		10,397
AutoZone, Inc. (a)	13,100		6,485
Best Buy Co., Inc.	2,787,287		65,613
Five Below, Inc. (a)	160,243		5,873
Home Depot, Inc.	2,976,700		228,759
L Brands, Inc.	664,782		34,808
Lowe's Companies, Inc.	1,754,500		81,216
Murphy U.S.A., Inc.	815,870		31,607
Restoration Hardware Holdings, Inc. (a)	479,543		27,209
Ross Stores, Inc.	1,180,163		80,145
Tiffany & Co., Inc.	233,754		19,446
TJX Companies, Inc.	1,660,052		95,221
			686,779
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 2.0%
Arezzo Industria e Comercio SA	616,500		$ 6,642
Fifth & Pacific Companies, Inc. (a)	1,276,804		36,644
lululemon athletica, Inc. (a)	360,981		16,493
Michael Kors Holdings Ltd. (a)	755,472		60,385
NIKE, Inc. Class B	1,118,475		81,481
Pandora A/S	188,900		10,814
Prada SpA	1,152,700		8,455
PVH Corp.	453,797		54,850
Under Armour, Inc. Class A (sub. vtg.) (a)	317,973		34,376
			310,140
TOTAL CONSUMER DISCRETIONARY			3,253,728
CONSUMER STAPLES - 10.3%
Beverages - 2.6%
Anheuser-Busch InBev SA NV ADR	570,891		54,743
Monster Beverage Corp. (a)	1,192,835		80,993
PepsiCo, Inc.	1,419,900		114,103
The Coca-Cola Co.	4,067,352		153,827
			403,666
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	933,300		104,866
CVS Caremark Corp.	2,020,300		136,815
Kroger Co.	792,400		28,606
Sprouts Farmers Market LLC	191,077		6,829
Whole Foods Market, Inc.	903,760		47,230
			324,346
Food Products - 2.4%
Annie's, Inc. (a)	197,500		7,924
Associated British Foods PLC	392,700		17,527
Bunge Ltd.	550,567		41,711
Green Mountain Coffee Roasters, Inc. (d)	2,521,864		204,271
Mead Johnson Nutrition Co. Class A	718,994		55,283
Mondelez International, Inc.	1,476,700		48,362
			375,078
Household Products - 1.0%
Procter & Gamble Co.	1,837,674		140,803
Svenska Cellulosa AB (SCA) (B Shares)	537,600		15,304
			156,107
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 0.7%
Herbalife Ltd.	910,458		$ 58,606
Nu Skin Enterprises, Inc. Class A	540,888		46,057
			104,663
Tobacco - 1.5%
Altria Group, Inc.	486,290		17,127
Lorillard, Inc.	1,697,093		83,531
Philip Morris International, Inc.	1,614,349		126,145
			226,803
TOTAL CONSUMER STAPLES			1,590,663
ENERGY - 3.2%
Energy Equipment & Services - 0.7%
Atwood Oceanics, Inc. (a)	87,600		4,152
Ensco PLC Class A	27,200		1,370
Halliburton Co.	1,542,311		75,589
National Oilwell Varco, Inc.	358,765		26,911
			108,022
Oil, Gas & Consumable Fuels - 2.5%
Anadarko Petroleum Corp.	835,800		67,441
Cabot Oil & Gas Corp.	759,704		30,373
Canadian Natural Resources Ltd.	532,100		17,448
Cimarex Energy Co.	340,907		33,402
Continental Resources, Inc. (a)	300,500		33,115
EOG Resources, Inc.	298,112		49,260
Hess Corp.	293,178		22,132
Marathon Petroleum Corp.	166,200		14,468
Phillips 66 Co.	259,717		18,983
Pioneer Natural Resources Co.	430,700		72,926
Valero Energy Corp.	410,200		20,961
Whiting Petroleum Corp. (a)	77,600		4,530
			385,039
TOTAL ENERGY			493,061
FINANCIALS - 4.6%
Capital Markets - 1.0%
Ameriprise Financial, Inc.	158,653		16,760
BlackRock, Inc. Class A	179,900		54,055
Invesco Ltd.	620,572		20,634
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Morgan Stanley	1,658,351		$ 48,938
Virtus Investment Partners, Inc. (a)	1,473		268
WisdomTree Investments, Inc. (a)	328,700		4,641
			145,296
Commercial Banks - 0.1%
Standard Chartered PLC (United Kingdom)	645,417		13,156
Consumer Finance - 0.6%
American Express Co.	869,344		73,912
Capital One Financial Corp.	119,500		8,438
Santander Consumer U.S.A. Holdings, Inc.	412,800		10,580
			92,930
Diversified Financial Services - 2.4%
Bank of America Corp.	5,413,887		90,683
Berkshire Hathaway, Inc. Class B (a)	176,000		19,642
Citigroup, Inc.	2,814,240		133,479
Investment AB Kinnevik (B Shares)	79,100		3,105
JPMorgan Chase & Co.	2,064,177		114,273
			361,182
Insurance - 0.1%
Marsh & McLennan Companies, Inc.	93,150		4,258
MetLife, Inc.	338,800		16,618
			20,876
Real Estate Investment Trusts - 0.1%
American Tower Corp.	250,270		20,242
Real Estate Management & Development - 0.3%
Altisource Portfolio Solutions SA	33,100		4,327
Altisource Residential Corp. Class B	50,400		1,512
Howard Hughes Corp. (a)	53,100		6,625
Parsvnath Developers Ltd. (a)(e)	21,771,340		8,257
Realogy Holdings Corp. (a)	552,267		25,167
			45,888
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	448,663		5,782
TOTAL FINANCIALS			705,352
HEALTH CARE - 16.4%
Biotechnology - 9.6%
Agios Pharmaceuticals, Inc. (d)	161,640		4,275
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Alexion Pharmaceuticals, Inc. (a)	531,700		$ 84,397
Alkermes PLC (a)	673,600		32,791
Alnylam Pharmaceuticals, Inc. (a)	576,563		48,235
Amgen, Inc.	1,827,102		217,334
Biogen Idec, Inc. (a)	728,200		227,664
BioMarin Pharmaceutical, Inc. (a)	263,804		18,171
Bluebird Bio, Inc. (d)	94,800		2,102
Celgene Corp. (a)	389,368		59,157
Clovis Oncology, Inc. (a)	129,300		8,408
CSL Ltd.	43,869		2,700
Dicerna Pharmaceuticals, Inc.	125,600		5,165
Exelixis, Inc. (a)	2,619,600		18,023
Gilead Sciences, Inc. (a)	5,973,460		481,760
Grifols SA	218,800		11,345
Grifols SA:
ADR	193,945		7,682
Class B	10,920		432
Intercept Pharmaceuticals, Inc. (a)	25,200		7,582
InterMune, Inc. (a)	1,484,270		19,815
Intrexon Corp.	234,059		7,857
Ironwood Pharmaceuticals, Inc. Class A (a)	528,281		7,327
Keryx Biopharmaceuticals, Inc. (a)(d)	528,873		8,134
KYTHERA Biopharmaceuticals, Inc. (a)	184,473		8,486
Medivation, Inc. (a)	198,000		15,761
Merrimack Pharmaceuticals, Inc. (a)	1,594,658		8,372
Pharmacyclics, Inc. (a)	120,900		16,088
Regeneron Pharmaceuticals, Inc. (a)	302,789		87,382
Sarepta Therapeutics, Inc. (a)(d)	181,020		4,413
Seattle Genetics, Inc. (a)	158,900		7,128
Synageva BioPharma Corp. (a)	119,700		10,842
United Therapeutics Corp. (a)	28,441		2,919
Vertex Pharmaceuticals, Inc. (a)	428,860		33,897
XOMA Corp. (a)	434,146		3,373
			1,479,017
Health Care Equipment & Supplies - 1.0%
Accuray, Inc. (a)(d)	935,165		9,960
Boston Scientific Corp. (a)	2,611,300		35,331
DexCom, Inc. (a)	41,300		1,671
Insulet Corp. (a)	291,800		12,547
Intuitive Surgical, Inc. (a)	88,907		36,237
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
The Cooper Companies, Inc.	367,830		$ 45,714
Zeltiq Aesthetics, Inc. (a)	395,900		8,112
			149,572
Health Care Providers & Services - 0.7%
AmerisourceBergen Corp.	133,700		8,987
Apollo Hospitals Enterprise Ltd.	936,371		13,911
Cardinal Health, Inc.	285,931		19,449
Express Scripts Holding Co. (a)	233,700		17,455
HCA Holdings, Inc. (a)	603,300		30,328
Qualicorp SA (a)	1,151,000		9,773
			99,903
Health Care Technology - 0.4%
athenahealth, Inc. (a)(d)	102,375		15,090
Cerner Corp. (a)	816,418		46,446
			61,536
Life Sciences Tools & Services - 1.2%
Agilent Technologies, Inc.	339,510		19,743
Illumina, Inc. (a)	1,100,457		167,269
Lonza Group AG	38,412		3,862
			190,874
Pharmaceuticals - 3.5%
AbbVie, Inc.	2,455,871		120,903
Actavis PLC (a)	761,355		143,881
Allergan, Inc.	229,100		26,255
Bristol-Myers Squibb Co.	482,237		24,097
Merck & Co., Inc.	264,717		14,022
Mylan, Inc. (a)	224,181		10,180
Perrigo Co. PLC	159,240		24,787
Salix Pharmaceuticals Ltd. (a)	194,229		18,906
Shire PLC sponsored ADR	165,759		24,801
Teva Pharmaceutical Industries Ltd. sponsored ADR	351,400		15,683
Valeant Pharmaceuticals International (Canada) (a)	892,500		121,108
			544,623
TOTAL HEALTH CARE			2,525,525
INDUSTRIALS - 10.4%
Aerospace & Defense - 3.2%
Honeywell International, Inc.	799,500		72,938
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	394,700		$ 100,550
The Boeing Co.	883,806		110,706
United Technologies Corp.	1,756,300		200,253
			484,447
Air Freight & Logistics - 0.4%
FedEx Corp.	489,078		65,204
Airlines - 1.3%
American Airlines Group, Inc. (a)(d)	3,282,193		110,118
Azul-Linhas Aereas Brasileiras warrants (a)(g)	165,571		0
Delta Air Lines, Inc.	1,506,200		46,105
Southwest Airlines Co.	421,502		8,830
Spirit Airlines, Inc. (a)	856,400		40,165
			205,218
Building Products - 0.1%
A.O. Smith Corp.	262,254		12,384
Construction & Engineering - 0.2%
Chicago Bridge & Iron Co. NV	348,569		26,139
MasTec, Inc. (a)	89,674		3,223
			29,362
Electrical Equipment - 0.9%
Eaton Corp. PLC	1,072,900		78,418
EnerSys	156,712		10,666
Generac Holdings, Inc.	209,162		10,067
OSRAM Licht AG (a)	351,373		20,588
SolarCity Corp. (a)(d)	159,712		11,833
			131,572
Industrial Conglomerates - 0.9%
Danaher Corp.	1,909,500		142,048
Machinery - 1.5%
Caterpillar, Inc.	466,900		43,847
Cummins, Inc.	875,300		111,146
Ingersoll-Rand PLC	708,084		41,628
ITT Corp.	313,800		12,850
Pentair Ltd.	213,071		15,838
Xylem, Inc.	171,277		5,714
			231,023
Professional Services - 0.7%
Huron Consulting Group, Inc. (a)	115,500		7,651
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Manpower, Inc.	841,564		$ 65,558
Towers Watson & Co.	280,274		32,770
			105,979
Road & Rail - 1.1%
Avis Budget Group, Inc. (a)	381,745		14,396
Canadian Pacific Railway Ltd.	201,300		30,516
Hertz Global Holdings, Inc. (a)	1,082,496		28,167
Union Pacific Corp.	556,800		97,017
			170,096
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	204,000		2,366
WESCO International, Inc. (a)	202,200		16,775
			19,141
TOTAL INDUSTRIALS			1,596,474
INFORMATION TECHNOLOGY - 31.1%
Communications Equipment - 2.5%
F5 Networks, Inc. (a)	455,106		48,696
Juniper Networks, Inc. (a)	1,061,599		28,249
QUALCOMM, Inc.	3,735,314		277,235
Riverbed Technology, Inc. (a)	1,338,741		26,400
			380,580
Computers & Peripherals - 5.0%
Apple, Inc.	1,139,295		570,331
EMC Corp.	4,226,122		102,441
NCR Corp. (a)	2,122,226		74,681
Nimble Storage, Inc.	115,600		4,997
Seagate Technology	184,647		9,760
Western Digital Corp.	99,037		8,534
			770,744
Electronic Equipment & Components - 0.3%
Avigilon Corp. (a)	48,900		1,408
Avigilon Corp. (a)(f)	110,100		3,170
InvenSense, Inc. (a)(d)	1,099,480		21,649
Methode Electronics, Inc. Class A	92,275		3,106
TE Connectivity Ltd.	251,153		14,193
			43,526
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 10.9%
58.com, Inc. ADR	35,800		$ 1,346
Baidu.com, Inc. sponsored ADR (a)	82,810		12,960
Dropbox, Inc. (a)(g)	1,003,814		19,174
Facebook, Inc. Class A (a)	6,933,961		433,858
Google, Inc. Class A (a)	776,554		917,088
Just Dial Ltd.	252,638		5,718
LinkedIn Corp. (a)	147,800		31,808
Naver Corp.	49,130		30,685
Rackspace Hosting, Inc. (a)(d)	1,640,201		59,720
Tencent Holdings Ltd.	379,900		26,595
Yahoo!, Inc. (a)	3,819,160		137,566
			1,676,518
IT Services - 4.2%
Cognizant Technology Solutions Corp. Class A (a)	1,763,043		170,874
MasterCard, Inc. Class A	2,977,000		225,299
Visa, Inc. Class A	1,182,899		254,832
			651,005
Semiconductors & Semiconductor Equipment - 2.8%
Altera Corp.	572,662		19,144
Avago Technologies Ltd.	140,322		7,667
Broadcom Corp. Class A	1,867,427		55,575
Cavium, Inc. (a)	264,000		9,813
Cree, Inc. (a)	685,602		41,424
Cypress Semiconductor Corp.	626,084		6,286
First Solar, Inc. (a)	181,775		9,194
Freescale Semiconductor Holdings I Ltd. (a)	993,554		18,013
GCL-Poly Energy Holdings Ltd. (a)	32,059,000		10,901
Marvell Technology Group Ltd.	904,726		13,508
Monolithic Power Systems, Inc. (a)	242,794		7,937
NVIDIA Corp.	1,015,070		15,937
NXP Semiconductors NV (a)	3,908,269		188,965
SunEdison, Inc. (a)	926,545		12,888
SunPower Corp. (a)(d)	183,800		5,948
Trina Solar Ltd. (a)(d)	487,654		7,242
			430,442
Software - 5.4%
Activision Blizzard, Inc.	4,072,700		69,765
Adobe Systems, Inc. (a)	568,300		33,638
Electronic Arts, Inc. (a)	2,648,486		69,920
Fortinet, Inc. (a)	716,085		15,181
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Linx SA	124,800		$ 2,268
Microsoft Corp.	5,723,915		216,650
NetSuite, Inc. (a)	66,600		7,005
Oracle Corp.	1,005,884		37,117
Red Hat, Inc. (a)	1,002,500		56,641
salesforce.com, Inc. (a)	3,589,371		217,265
ServiceNow, Inc. (a)	346,200		21,959
Tableau Software, Inc.	33,500		2,707
VMware, Inc. Class A (a)	300,200		27,060
Workday, Inc. Class A (a)	429,600		38,466
Zynga, Inc. (a)	4,333,300		19,067
			834,709
TOTAL INFORMATION TECHNOLOGY			4,787,524
MATERIALS - 2.3%
Chemicals - 2.2%
Cabot Corp.	432,419		21,046
Celanese Corp. Class A	334,750		16,952
CF Industries Holdings, Inc.	48,204		11,128
Chemtura Corp. (a)	239,203		5,999
Eastman Chemical Co.	833,500		64,980
Huntsman Corp.	801,777		17,575
Intrepid Potash, Inc. (a)(d)	515,965		7,585
LyondellBasell Industries NV Class A	156,925		12,359
Mexichem S.A.B. de CV (d)	2,200,600		7,641
Monsanto Co.	1,245,000		132,655
Potash Corp. of Saskatchewan, Inc. (d)	570,261		17,880
The Mosaic Co.	453,919		20,272
The Scotts Miracle-Gro Co. Class A	83,003		4,930
Wacker Chemie AG	41,000		4,882
			345,884
Metals & Mining - 0.1%
Freeport-McMoRan Copper & Gold, Inc.	375,700		12,176
TOTAL MATERIALS			358,060
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.1%
Jazztel PLC (a)	573,300		7,052
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.2%
T-Mobile U.S., Inc. (a)	1,085,108		$ 33,172
TOTAL TELECOMMUNICATION SERVICES			40,224
TOTAL COMMON STOCKS (Cost $10,447,019)		15,350,611
Preferred Stocks - 0.1%

Convertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.0%
Leisure Equipment & Products - 0.0%
NJOY, Inc. Series C (g)	607,766		4,911
INDUSTRIALS - 0.1%
Airlines - 0.1%
Azul-Linhas Aereas Brasileiras Series B (g)	165,571		6,861
TOTAL CONVERTIBLE PREFERRED STOCKS			11,772
Nonconvertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
Volkswagen AG	34,600		8,775
TOTAL PREFERRED STOCKS (Cost $21,241)		20,547
Money Market Funds - 2.1%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.10% (b)	16,776,701		$ 16,777
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)	299,459,748		299,460
TOTAL MONEY MARKET FUNDS (Cost $316,237)		316,237
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $10,784,497)			15,687,395
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(303,613)
NET ASSETS - 100%		$ 15,383,782

Legend

(a) Non-income producing

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

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Azul-Linhas Aereas Brasileiras Series B	12/24/13	$ 7,023
Azul-Linhas Aereas Brasileiras warrants	12/24/13	$ 0
Dropbox, Inc.	5/2/12	$ 9,084
NJOY, Inc.	9/11/13	$ 9,520
NJOY, Inc. Series C	6/7/13	$ 4,913

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	$ 19
Fidelity Securities Lending Cash Central Fund	929
Total	$ 948

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 10,232	$ -	$ -	$ -	$ 8,257
Total	$ 10,232	$ -	$ -	$ -	$ 8,257

Other Information

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

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,267,414	$ 3,250,506	$ 2,477	$ 14,431
Consumer Staples	1,590,663	1,590,663	-	-
Energy	493,061	493,061	-	-
Financials	705,352	691,313	14,039	-
Health Care	2,525,525	2,508,482	17,043	-
Industrials	1,603,335	1,596,474	-	6,861
Information Technology	4,787,524	4,731,947	36,403	19,174
Materials	358,060	358,060	-	-
Telecommunication Services	40,224	40,224	-	-
Money Market Funds	316,237	316,237	-	-
Total Investments in Securities:	$ 15,687,395	$ 15,576,967	$ 69,962	$ 40,466

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)	January 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $296,793) - See accompanying schedule: Unaffiliated issuers (cost $10,429,700)	$ 15,362,901
Fidelity Central Funds (cost $316,237)	316,237
Other affiliated issuers (cost $38,560)	8,257
Total Investments (cost $10,784,497)		$ 15,687,395
Foreign currency held at value (cost $1,039)		1,040
Receivable for investments sold		129,914
Receivable for fund shares sold		31,565
Dividends receivable		5,861
Distributions receivable from Fidelity Central Funds		249
Prepaid expenses		45
Other receivables		785
Total assets		15,856,854

Liabilities
Payable for investments purchased	$ 149,060
Payable for fund shares redeemed	13,511
Accrued management fee	8,415
Other affiliated payables	1,844
Other payables and accrued expenses	782
Collateral on securities loaned, at value	299,460
Total liabilities		473,072

Net Assets		$ 15,383,782
Net Assets consist of:
Paid in capital		$ 6,829,814
Undistributed net investment income		1,844
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		3,649,209
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,902,915
Net Assets		$ 15,383,782

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)	January 31, 2014 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($11,219,005 ÷ 179,795 shares)		$ 62.40

Class K: Net Asset Value, offering price and redemption price per share ($4,164,777 ÷ 66,688 shares)		$ 62.45

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 January 31, 2014 (Unaudited)

Investment Income
Dividends		$ 94,524
Income from Fidelity Central Funds		948
Total income		95,472

Expenses
Management fee Basic fee	$ 50,475
Performance adjustment	5,944
Transfer agent fees	11,445
Accounting and security lending fees	857
Custodian fees and expenses	193
Independent trustees' compensation	42
Appreciation in deferred trustee compensation account	1
Registration fees	83
Audit	57
Legal	48
Interest	2
Miscellaneous	66
Total expenses before reductions	69,213
Expense reductions	(306)	68,907
Net investment income (loss)		26,565
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	687,912
Redemption in-kind with affiliated entities	3,310,457
Foreign currency transactions	(324)
Total net realized gain (loss)		3,998,045
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,722,257)
Assets and liabilities in foreign currencies	22
Total change in net unrealized appreciation (depreciation)		(1,722,235)
Net gain (loss)		2,275,810
Net increase (decrease) in net assets resulting from operations		$ 2,302,375

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 January 31, 2014 (Unaudited)	Year ended July 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 26,565	$ 139,090
Net realized gain (loss)	3,998,045	1,392,019
Change in net unrealized appreciation (depreciation)	(1,722,235)	2,900,667
Net increase (decrease) in net assets resulting from operations	2,302,375	4,431,776
Distributions to shareholders from net investment income	(80,757)	(85,342)
Distributions to shareholders from net realized gain	(1,378,625)	(230,904)
Total distributions	(1,459,382)	(316,246)
Share transactions - net increase (decrease)	(5,642,413)	1,247,958
Total increase (decrease) in net assets	(4,799,420)	5,363,488

Net Assets
Beginning of period	20,183,202	14,819,714
End of period (including undistributed net investment income of $1,844 and undistributed net investment income of $56,036, respectively)	$ 15,383,782	$ 20,183,202

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Income from Investment Operations
Net investment income (loss) ^D	.07	.39	.10	(.03)	.04	.27
Net realized and unrealized gain (loss)	7.39	12.79	.75	10.61	5.80	(6.36)
Total from investment operations	7.46	13.18	.85	10.58	5.84	(6.09)
Distributions from net investment income	(.24)	(.23)	(.04)	.00 ^{G, I}	(.18)	(.29)
Distributions from net realized gain	(4.47)	(.68)	(1.60)	(.04) ^G	-	(.71)
Total distributions	(4.71)	(.91)	(1.64)	(.04)	(.18)	(1.00)
Net asset value, end of period	$ 62.40	$ 59.65	$ 47.38	$ 48.17	$ 37.63	$ 31.97
Total Return ^{B, C}	13.23%	28.25%	2.27%	28.12%	18.29%	(15.85)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.80% ^A	.76%	.90%	.94%	.94%	.76%
Expenses net of fee waivers, if any	.80% ^A	.76%	.90%	.94%	.94%	.76%
Expenses net of all reductions	.80% ^A	.74%	.89%	.92%	.93%	.76%
Net investment income (loss)	.24% ^A	.75%	.21%	(.06)%	.10%	.93%
Supplemental Data
Net assets, end of period (in millions)	$ 11,219	$ 12,927	$ 10,595	$ 12,024	$ 10,295	$ 9,691
Portfolio turnover rate ^F	57% ^A	75%	95%	132%	135%	134%

^A Annualized

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

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2014	Years ended July 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Income from Investment Operations
Net investment income (loss) ^D	.11	.47	.17	.05	.11	.32
Net realized and unrealized gain (loss)	7.39	12.79	.75	10.62	5.79	(6.33)
Total from investment operations	7.50	13.26	.92	10.67	5.90	(6.01)
Distributions from net investment income	(.33)	(.30)	(.08)	(.05) ^G	(.25)	(.34)
Distributions from net realized gain	(4.47)	(.68)	(1.60)	(.07) ^G	-	(.71)
Total distributions	(4.79) ^J	(.98)	(1.67) ^I	(.12)	(.25)	(1.05)
Net asset value, end of period	$ 62.45	$ 59.74	$ 47.46	$ 48.21	$ 37.66	$ 32.01
Total Return ^{B, C}	13.30%	28.42%	2.43%	28.37%	18.48%	(15.61)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.68% ^A	.61%	.74%	.77%	.75%	.53%
Expenses net of fee waivers, if any	.68% ^A	.61%	.74%	.77%	.75%	.53%
Expenses net of all reductions	.67% ^A	.60%	.73%	.76%	.74%	.52%
Net investment income (loss)	.37% ^A	.89%	.37%	.11%	.30%	1.16%
Supplemental Data
Net assets, end of period (in millions)	$ 4,165	$ 3,506	$ 2,467	$ 1,455	$ 932	$ 591
Portfolio turnover rate ^F	57% ^A	75%	95%	132%	135%	134%