-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N71R/vHTm5Nk3tf0v83hHglvQE1sB5ef3WNPIKosP/BvD83ihl/Zn2MSLrnCBiKJ d5QsNCIvRHw1tEt9vlFmvg== 0000754510-04-000003.txt : 20040127 0000754510-04-000003.hdr.sgml : 20040127 20040127121304 ACCESSION NUMBER: 0000754510-04-000003 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20031130 FILED AS OF DATE: 20040127 EFFECTIVENESS DATE: 20040127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SECURITIES FUND CENTRAL INDEX KEY: 0000754510 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-04118 FILM NUMBER: 04545448 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174391706 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 N-CSR 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)

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

November 30

Date of reporting period:

November 30, 2003

Item 1. Reports to Stockholders

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

Aggressive Growth

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

Annual Report

November 30, 2003

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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.

Auditors' Opinion

<Click Here>

Trustees and Officers

<Click Here>

For a free copy of the fund's proxy voting guidelines call 1-877-208-0098 or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

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.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow. Returns may reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended November 30, 2003

Past 1
year

Life of
fundA

Class A (incl. 5.75% sales charge)

16.83%

-8.74%

Class T (incl. 3.50% sales charge)

19.31%

-8.30%

Class B (incl. contingent deferred sales charge)B

18.08%

-8.56%

Class C (incl. contingent deferred sales charge)C

22.04%

-7.60%

A From November 13, 2000.

B Class B shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 5% and 3%, respectively.

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

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Aggressive Growth Fund - Class T on November 13, 2000, when the fund started, and the current 3.50% sales charge was paid. The chart shows what the value of your investment would have been, and also shows how the Russell Midcap® Growth Index did over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Rajiv Kaul, Portfolio Manager of Fidelity® Advisor Aggressive Growth Fund

A healthier economy translated into improved equity market performance for the year ending November 30, 2003. Early signals of an economic recovery were seen when growth in gross domestic product (GDP) surprised on the upside in the first and second quarters of 2003. The Federal Reserve Board added further fuel in June by dropping interest rates to a 45-year low. Federal tax cuts and credits, as well as a boom in mortgage refinancing, put even more discretionary income in consumers' pockets. In the third quarter, GDP growth, propelled by robust consumer and business spending, grew 8.2%, its highest level since 1984. Consumer spending had its strongest third quarter since 1997, while corporate profits had their best showing since 1992. As a result of 2003's economic momentum, stocks enjoyed their best showing since 1999 and were poised to end their three-year losing streak. For the year ending November 30, 2003, the Standard & Poor's 500SM Index gained 15.09%, the Dow Jones Industrial AverageSM returned 12.47% and the NASDAQ Composite® Index advanced 33.23%.

For the 12 months ending November 30, 2003, the fund's Class A, Class T, Class B and
Class C shares returned 23.96%, 23.64%, 23.08% and 23.04%, respectively, trailing the 32.64% return of the Russell Midcap® Growth Index and the 26.65% return of the LipperSM Mid-Cap Funds Average. My defensive bias was counterproductive, as I had trouble finding stocks that met my investment criteria. Moreover, stock selection in retailing, pharmaceuticals and biotechnology, and health care equipment and services hurt performance. On the positive side, stock selection aided relative performance in software and services, media and telecommunication services. Top contributor Newmont Mining benefited from investors' positive expectations for the price of gold, which were fueled in part by a weak U.S. dollar. Intel also helped, boosted by the rapid adoption of the company's new Centrino chip. Detractors included Amgen, which was undercut by concerns about possible cutbacks in Medicare reimbursement for Epogen, its medication for kidney dialysis patients. Also hurting performance was oil services provider Weatherford International, a victim of meager spending on new exploration projects.

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

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2003

% of fund's
net assets

% of fund's net assets
6 months ago

Genentech, Inc.

2.8

1.2

Lexmark International, Inc. Class A

2.0

0.6

Biogen Idec, Inc.

1.7

1.2

Biomet, Inc.

1.6

1.4

Caremark Rx, Inc.

1.6

0.7

Cisco Systems, Inc.

1.3

0.0

Microchip Technology, Inc.

1.2

0.3

Nextel Communications, Inc. Class A

1.2

1.0

Siebel Systems, Inc.

1.2

0.2

Starbucks Corp.

1.1

0.8

15.7

Top Five Market Sectors as of November 30, 2003

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.9

16.1

Health Care

24.5

22.5

Consumer Discretionary

19.7

17.1

Industrials

8.3

8.3

Consumer Staples

4.0

4.9

Asset Allocation (% of fund's net assets)

As of November 30, 2003*

As of May 31, 2003**

Stocks and Investment Companies 96.5%

Stocks, Investment Companies and
Equity Futures 85.3%

Short-Term
Investments and
Net Other Assets 3.5%

Short-Term
Investments and
Net Other Assets 14.7%

* Foreign
investments

6.0%

** Foreign investments

1.7%



Annual Report

Investments November 30, 2003

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - 19.7%

Auto Components - 0.2%

Gentex Corp.

1,000

$ 42,140

Lear Corp. (a)

600

35,484

77,624

Automobiles - 0.3%

Harley-Davidson, Inc.

2,000

94,340

Hotels, Restaurants & Leisure - 5.4%

Brinker International, Inc. (a)

5,400

175,824

California Pizza Kitchen, Inc. (a)

2,000

37,000

Darden Restaurants, Inc.

6,140

127,159

Harrah's Entertainment, Inc.

1,560

74,677

Hilton Hotels Corp.

5,100

83,436

International Game Technology

7,490

259,828

Mandalay Resort Group

600

25,770

Marriott International, Inc. Class A

1,600

73,328

McDonald's Corp.

4,800

123,024

Outback Steakhouse, Inc.

1,400

62,650

Starbucks Corp. (a)

12,000

384,840

Station Casinos, Inc.

1,600

49,888

Sunterra Corp. (a)

1,500

15,000

The Cheesecake Factory, Inc. (a)

2,500

108,400

Wendy's International, Inc.

900

34,947

Yum! Brands, Inc. (a)

5,800

200,042

1,835,813

Household Durables - 1.0%

Black & Decker Corp.

2,190

101,594

Harman International Industries, Inc.

710

96,752

Maytag Corp.

2,410

63,720

Mohawk Industries, Inc. (a)

910

65,593

Ryland Group, Inc.

300

27,645

355,304

Internet & Catalog Retail - 0.1%

Overstock.com, Inc. (a)

1,000

15,810

Leisure Equipment & Products - 0.4%

Brunswick Corp.

600

18,030

Mattel, Inc.

3,660

74,078

Polaris Industries, Inc.

400

34,468

126,576

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Media - 2.5%

Cablevision Systems Corp. - NY Group Class A (a)

5,600

$ 116,032

E.W. Scripps Co. Class A

1,600

147,296

Entercom Communications Corp. Class A (a)

540

24,948

Fox Entertainment Group, Inc. Class A (a)

5,270

150,459

Gannett Co., Inc.

910

78,806

Getty Images, Inc. (a)

1,240

53,816

Lamar Advertising Co. Class A (a)

810

28,512

Pixar (a)

1,200

84,132

Radio One, Inc. Class D (non-vtg.) (a)

1,000

17,490

The New York Times Co. Class A

1,600

73,440

Viacom, Inc. Class B (non-vtg.)

500

19,660

Westwood One, Inc. (a)

2,200

66,792

861,383

Multiline Retail - 1.2%

99 Cents Only Stores (a)

500

13,855

Big Lots, Inc. (a)

3,030

44,420

Dollar General Corp.

1,900

40,128

Dollar Tree Stores, Inc. (a)

3,790

120,333

Family Dollar Stores, Inc.

3,150

121,527

Fred's, Inc. Class A

1,070

35,685

Tuesday Morning Corp. (a)

1,500

47,940

423,888

Specialty Retail - 7.8%

Abercrombie & Fitch Co. Class A (a)

2,000

58,700

Aeropostale, Inc. (a)

500

15,595

AutoZone, Inc. (a)

2,990

286,023

Best Buy Co., Inc.

1,700

105,400

Chico's FAS, Inc. (a)

3,700

142,006

Christopher & Banks Corp.

3,120

84,396

Circuit City Stores, Inc.

1,600

20,832

Foot Locker, Inc.

1,000

22,100

Hot Topic, Inc. (a)

4,155

123,819

Jo-Ann Stores, Inc. (a)

600

12,030

Michaels Stores, Inc.

2,900

137,025

PETsMART, Inc.

5,630

136,021

Pier 1 Imports, Inc.

1,100

28,050

RadioShack Corp.

6,300

196,245

Ross Stores, Inc.

4,080

223,502

Select Comfort Corp. (a)

4,700

126,477

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Staples, Inc. (a)

13,830

$ 375,485

Talbots, Inc.

450

14,747

TJX Companies, Inc.

12,080

272,887

Weight Watchers International, Inc. (a)

3,800

140,372

Williams-Sonoma, Inc. (a)

3,370

121,455

2,643,167

Textiles Apparel & Luxury Goods - 0.8%

Coach, Inc. (a)

5,600

223,104

Kenneth Cole Productions, Inc. Class A

550

16,445

NIKE, Inc. Class B

500

33,625

273,174

TOTAL CONSUMER DISCRETIONARY

6,707,079

CONSUMER STAPLES - 4.0%

Beverages - 0.6%

Coca-Cola Enterprises, Inc.

1,860

38,409

Constellation Brands, Inc. Class A (a)

1,000

34,510

Pepsi Bottling Group, Inc.

3,180

73,394

PepsiCo, Inc.

700

33,684

179,997

Food & Staples Retailing - 1.4%

CVS Corp.

6,100

228,506

Performance Food Group Co. (a)

1,870

73,510

Walgreen Co.

1,000

36,810

Whole Foods Market, Inc.

2,200

144,518

483,344

Food Products - 1.5%

Dean Foods Co. (a)

6,490

212,937

Del Monte Foods Co. (a)

1,600

15,312

Dreyer's Grand Ice Cream Holdings, Inc.

1,100

85,195

Hershey Foods Corp.

1,640

127,428

McCormick & Co., Inc. (non-vtg.)

2,600

74,594

Wm. Wrigley Jr. Co.

70

3,858

519,324

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER STAPLES - continued

Personal Products - 0.5%

Alberto-Culver Co. Class B

2,870

$ 175,271

TOTAL CONSUMER STAPLES

1,357,936

ENERGY - 3.5%

Energy Equipment & Services - 2.0%

BJ Services Co. (a)

200

6,378

Cooper Cameron Corp. (a)

2,850

123,719

ENSCO International, Inc.

1,610

40,733

Halliburton Co.

600

14,010

Nabors Industries Ltd. (a)

960

35,635

Noble Corp. (a)

1,570

54,291

Patterson-UTI Energy, Inc. (a)

2,550

73,262

Smith International, Inc. (a)

3,930

147,532

Weatherford International Ltd. (a)

6,060

198,647

694,207

Oil & Gas - 1.5%

Apache Corp.

336

24,125

Burlington Resources, Inc.

2,560

128,512

Devon Energy Corp.

496

24,483

EOG Resources, Inc.

1,100

46,134

Murphy Oil Corp.

1,760

105,477

Pioneer Natural Resources Co. (a)

3,900

110,604

Teekay Shipping Corp.

1,400

70,462

509,797

TOTAL ENERGY

1,204,004

FINANCIALS - 3.7%

Capital Markets - 1.8%

Ameritrade Holding Corp. (a)

6,000

75,420

Bank of New York Co., Inc.

1,100

33,748

Eaton Vance Corp. (non-vtg.)

2,300

83,605

Federated Investors, Inc. Class B (non-vtg.)

4,080

117,300

Investors Financial Services Corp.

200

7,376

Legg Mason, Inc.

1,530

121,956

Lehman Brothers Holdings, Inc.

616

44,481

SEI Investments Co.

900

25,245

Common Stocks - continued

Shares

Value
(Note 1)

FINANCIALS - continued

Capital Markets - continued

T. Rowe Price Group, Inc.

1,000

$ 42,040

Waddell & Reed Financial, Inc. Class A

2,400

53,016

604,187

Commercial Banks - 1.0%

Fifth Third Bancorp

1,640

95,333

North Fork Bancorp, Inc., New York

1,100

43,923

Popular, Inc.

1,100

51,876

Sumitomo Mitsui Financial Group, Inc.

8

39,085

Synovus Financial Corp.

4,100

117,506

347,723

Consumer Finance - 0.1%

SLM Corp.

700

25,991

Insurance - 0.5%

Berkshire Hathaway, Inc. Class A (a)

2

167,500

Thrifts & Mortgage Finance - 0.3%

New York Community Bancorp, Inc.

2,900

112,665

TOTAL FINANCIALS

1,258,066

HEALTH CARE - 24.5%

Biotechnology - 7.0%

Affymetrix, Inc. (a)

500

12,335

Alkermes, Inc. (a)

900

11,772

Amylin Pharmaceuticals, Inc. (a)

2,500

65,425

Biogen Idec, Inc. (a)

15,360

586,445

Celgene Corp. (a)

2,450

112,039

Cephalon, Inc. (a)

1,220

57,328

Charles River Laboratories International, Inc. (a)

1,900

61,655

Genelabs Technologies, Inc. (a)

9,600

18,240

Genentech, Inc. (a)

11,340

955,956

Genzyme Corp. - General Division (a)

400

18,696

Harvard Bioscience, Inc. (a)

2,600

18,720

ICOS Corp. (a)

600

27,120

ImClone Systems, Inc. (a)

2,000

78,600

Invitrogen Corp. (a)

1,000

68,170

Medarex, Inc. (a)

1,800

12,240

Neurocrine Biosciences, Inc. (a)

240

12,679

Protein Design Labs, Inc. (a)

15,500

214,830

Common Stocks - continued

Shares

Value
(Note 1)

HEALTH CARE - continued

Biotechnology - continued

QIAGEN NV (a)

1,500

$ 16,575

Trimeris, Inc. (a)

1,400

31,962

2,380,787

Health Care Equipment & Supplies - 5.5%

Arthrocare Corp. (a)

1,700

41,820

Beckman Coulter, Inc.

800

40,920

Becton, Dickinson & Co.

1,200

48,036

Biomet, Inc.

15,580

557,297

C.R. Bard, Inc.

1,700

128,520

Cytyc Corp. (a)

2,000

25,780

DENTSPLY International, Inc.

3,550

159,857

Edwards Lifesciences Corp. (a)

4,700

141,564

Fisher Scientific International, Inc. (a)

3,500

140,945

I-Stat Corp. (a)

600

7,560

Inverness Medical Innovations, Inc. (a)

1,200

28,440

Medtronic, Inc.

5,460

246,792

ResMed, Inc. (a)

400

15,600

Steris Corp. (a)

600

13,878

VISX, Inc. (a)

600

14,688

Zimmer Holdings, Inc. (a)

3,900

257,088

1,868,785

Health Care Providers & Services - 7.8%

Accredo Health, Inc. (a)

2,100

65,310

Aetna, Inc.

1,700

109,446

AmerisourceBergen Corp.

1,640

103,796

Andrx Corp. (a)

1,400

30,744

Apria Healthcare Group, Inc. (a)

1,600

43,376

Caremark Rx, Inc. (a)

20,710

552,957

Cerner Corp. (a)

800

35,704

Community Health Systems, Inc. (a)

4,090

110,757

Coventry Health Care, Inc. (a)

2,200

131,780

DaVita, Inc. (a)

300

11,454

HCA, Inc.

1,000

41,910

Health Management Associates, Inc. Class A

8,200

210,740

Henry Schein, Inc. (a)

1,100

74,019

Humana, Inc. (a)

1,800

40,194

IMS Health, Inc.

4,800

110,544

Inveresk Research Group, Inc. (a)

3,100

68,231

Laboratory Corp. of America Holdings (a)

1,100

39,732

Common Stocks - continued

Shares

Value
(Note 1)

HEALTH CARE - continued

Health Care Providers & Services - continued

Lincare Holdings, Inc. (a)

1,200

$ 35,796

McKesson Corp.

2,790

81,468

Medco Health Solutions, Inc. (a)

84

3,060

PacifiCare Health Systems, Inc. (a)

200

13,022

Patterson Dental Co. (a)

700

47,670

Priority Healthcare Corp. Class B (a)

2,380

54,573

Quest Diagnostics, Inc.

1,000

72,970

Renal Care Group, Inc. (a)

1,800

72,648

Select Medical Corp. (a)

1,500

53,775

Specialty Laboratories, Inc. (a)

1,000

16,700

Tenet Healthcare Corp. (a)

4,800

70,128

Triad Hospitals, Inc. (a)

1,470

50,862

UnitedHealth Group, Inc.

2,800

150,920

Universal Health Services, Inc. Class B (a)

2,700

145,179

2,649,465

Pharmaceuticals - 4.2%

aaiPharma, Inc. (a)

150

2,727

Abbott Laboratories

1,480

65,416

Allergan, Inc.

2,950

220,454

Barr Laboratories, Inc. (a)

2,245

185,302

Biovail Corp. (a)

830

15,612

Bristol-Myers Squibb Co.

1,900

50,065

Elan Corp. PLC sponsored ADR (a)

1,200

6,552

Endo Pharmaceuticals Holdings, Inc. (a)

1,100

20,724

Forest Laboratories, Inc. (a)

1,520

83,053

IVAX Corp. (a)

6,800

145,860

Johnson & Johnson

700

34,503

Merck & Co., Inc.

600

24,360

MGI Pharma, Inc. (a)

1,600

61,392

Mylan Laboratories, Inc.

6,435

162,934

Pharmaceutical Resources, Inc. (a)

2,100

152,418

Salix Pharmaceuticals Ltd. (a)

1,500

28,545

Schering-Plough Corp.

5,000

80,250

Sepracor, Inc. (a)

2,400

59,472

Watson Pharmaceuticals, Inc. (a)

800

37,712

1,437,351

TOTAL HEALTH CARE

8,336,388

Common Stocks - continued

Shares

Value
(Note 1)

INDUSTRIALS - 8.3%

Aerospace & Defense - 1.0%

EADS NV

4,000

$ 87,265

Embraer - Empresa Brasileira de Aeronautica SA
sponsored ADR

2,800

82,376

KVH Industries, Inc. (a)

200

6,308

Lockheed Martin Corp.

1,300

59,722

Northrop Grumman Corp.

710

65,767

Rockwell Collins, Inc.

1,200

32,268

333,706

Air Freight & Logistics - 0.1%

Expeditors International of Washington, Inc.

700

27,328

Building Products - 0.6%

American Standard Companies, Inc. (a)

2,090

208,373

Commercial Services & Supplies - 4.4%

Avery Dennison Corp.

2,200

121,176

Career Education Corp. (a)

1,600

81,808

ChoicePoint, Inc. (a)

1,826

69,845

Cintas Corp.

3,400

158,916

Corinthian Colleges, Inc. (a)

700

44,751

DeVry, Inc. (a)

1,600

43,824

Education Management Corp. (a)

719

48,604

Equifax, Inc.

2,910

68,763

H&R Block, Inc.

4,420

239,962

Herman Miller, Inc.

1,630

42,462

HON Industries, Inc.

800

33,992

ITT Educational Services, Inc. (a)

1,300

72,839

Manpower, Inc.

200

9,388

Monster Worldwide, Inc. (a)

1,300

31,278

Pitney Bowes, Inc.

4,500

178,875

Robert Half International, Inc. (a)

9,240

205,682

School Specialty, Inc. (a)

1,400

40,544

1,492,709

Construction & Engineering - 0.1%

Granite Construction, Inc.

1,600

35,280

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

710

38,092

Common Stocks - continued

Shares

Value
(Note 1)

INDUSTRIALS - continued

Industrial Conglomerates - 0.6%

3M Co.

1,440

$ 113,818

Tyco International Ltd.

4,400

100,980

214,798

Machinery - 0.9%

AGCO Corp. (a)

3,300

56,760

Astec Industries, Inc. (a)

2,900

38,251

Ingersoll-Rand Co. Ltd. Class A

600

37,404

ITT Industries, Inc.

2,300

151,616

Pall Corp.

700

17,934

301,965

Trading Companies & Distributors - 0.5%

Fastenal Co.

3,430

170,402

TOTAL INDUSTRIALS

2,822,653

INFORMATION TECHNOLOGY - 28.9%

Communications Equipment - 5.3%

3Com Corp. (a)

10,700

80,036

ADC Telecommunications, Inc. (a)

3,600

8,856

Advanced Fibre Communications, Inc. (a)

1,100

24,585

Alcatel SA sponsored ADR (a)

28,150

366,513

Arris Group, Inc. (a)

1,300

8,385

AudioCodes Ltd. (a)

6,200

72,478

Avaya, Inc. (a)

3,300

44,880

Avocent Corp. (a)

1,000

38,290

Brocade Communications Systems, Inc. (a)

4,660

28,379

CIENA Corp. (a)

8,600

60,888

Cisco Systems, Inc. (a)

19,300

437,338

Corning, Inc. (a)

13,600

155,856

Enterasys Networks, Inc. (a)

6,270

26,898

Extreme Networks, Inc. (a)

3,400

33,354

Finisar Corp. (a)

26,500

106,000

Foundry Networks, Inc. (a)

1,300

34,268

InterDigital Communication Corp. (a)

1,200

24,576

JDS Uniphase Corp. (a)

8,000

27,520

Marconi Corp. PLC (a)

10,820

109,891

Nokia Corp. sponsored ADR

2,200

39,556

Polycom, Inc. (a)

1,670

33,099

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

SeaChange International, Inc. (a)

1,200

$ 18,060

Sycamore Networks, Inc. (a)

3,500

18,620

1,798,326

Computers & Peripherals - 3.7%

Avid Technology, Inc. (a)

400

21,152

Diebold, Inc.

3,400

180,370

Electronics for Imaging, Inc. (a)

800

22,080

EMC Corp. (a)

2,250

30,915

Hewlett-Packard Co.

700

15,183

Hutchinson Technology, Inc. (a)

500

16,285

Lexmark International, Inc. Class A (a)

8,850

684,990

Maxtor Corp. (a)

7,400

82,584

Seagate Technology

5,000

98,750

Sun Microsystems, Inc. (a)

26,760

114,265

1,266,574

Electronic Equipment & Instruments - 2.1%

Arrow Electronics, Inc. (a)

1,000

23,380

CDW Corp.

1,000

59,750

Celestica, Inc. (sub. vtg.) (a)

900

13,710

Flextronics International Ltd. (a)

23,100

370,293

Ingram Micro, Inc. Class A (a)

800

11,664

KEMET Corp. (a)

1,700

22,440

Lexar Media, Inc. (a)

2,110

45,070

Symbol Technologies, Inc.

5,870

81,887

Thermo Electron Corp. (a)

1,260

30,114

Vishay Intertechnology, Inc. (a)

2,500

52,525

710,833

Internet Software & Services - 0.6%

Lastminute.com PLC sponsored ADR (a)

100

2,370

Retek, Inc. (a)

2,785

28,908

Sina Corp. (a)

700

24,500

United Online, Inc. (a)

750

13,658

VeriSign, Inc. (a)

1,100

17,831

Vignette Corp. (a)

27,290

63,040

Vitria Technology, Inc. (a)

4,575

25,986

Yahoo!, Inc. (a)

800

34,384

210,677

IT Services - 2.5%

Accenture Ltd. Class A (a)

1,500

37,350

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

IT Services - continued

Affiliated Computer Services, Inc. Class A (a)

2,700

$ 135,378

Anteon International Corp. (a)

400

15,264

BearingPoint, Inc. (a)

1,600

14,832

Computer Sciences Corp. (a)

400

16,560

Concord EFS, Inc. (a)

11,900

136,731

CSG Systems International, Inc. (a)

65

753

DST Systems, Inc. (a)

1,100

41,052

First Data Corp.

2,970

112,415

Fiserv, Inc. (a)

2,300

86,250

Infosys Technologies Ltd. sponsored ADR

1,000

83,050

Iron Mountain, Inc. (a)

2,100

77,280

Paychex, Inc.

640

24,621

SunGard Data Systems, Inc. (a)

2,090

56,472

The BISYS Group, Inc. (a)

1,880

28,050

866,058

Office Electronics - 0.5%

Xerox Corp. (a)

5,200

63,336

Zebra Technologies Corp. Class A (a)

1,400

88,998

152,334

Semiconductors & Semiconductor Equipment - 7.1%

Advanced Micro Devices, Inc. (a)

8,200

147,436

Agere Systems, Inc. Class A (a)

17,200

60,888

Analog Devices, Inc.

1,500

74,625

ASML Holding NV (NY Shares) (a)

4,700

88,454

Cabot Microelectronics Corp. (a)

300

15,927

Conexant Systems, Inc. (a)

36,490

184,275

Cypress Semiconductor Corp. (a)

1,800

40,284

DuPont Photomasks, Inc. (a)

100

2,322

Integrated Circuit Systems, Inc. (a)

700

20,825

Integrated Device Technology, Inc. (a)

3,300

62,205

Intel Corp.

5,500

183,865

KLA-Tencor Corp. (a)

1,440

84,398

Lam Research Corp. (a)

600

19,200

LSI Logic Corp. (a)

9,400

88,078

Microchip Technology, Inc.

11,420

392,848

Micron Technology, Inc. (a)

7,900

102,779

Mindspeed Technologies, Inc. (a)

1,230

8,229

National Semiconductor Corp. (a)

3,300

147,576

Novellus Systems, Inc. (a)

2,200

96,272

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

NVIDIA Corp. (a)

6,400

$ 135,360

Photronics, Inc. (a)

6,400

118,208

PMC-Sierra, Inc. (a)

11,500

234,255

Rambus, Inc. (a)

800

24,000

Silicon Laboratories, Inc. (a)

380

18,647

Taiwan Semiconductor Manufacturing Co. Ltd.
sponsored ADR (a)

120

1,304

Texas Instruments, Inc.

400

11,904

United Microelectronics Corp. sponsored ADR (a)

520

2,725

Varian Semiconductor Equipment Associates, Inc. (a)

1,200

55,872

2,422,761

Software - 7.1%

Adobe Systems, Inc.

4,790

197,923

Amdocs Ltd. (a)

9,900

247,698

Autodesk, Inc.

900

20,898

BEA Systems, Inc. (a)

11,641

147,841

BMC Software, Inc. (a)

1,700

28,271

Cadence Design Systems, Inc. (a)

10,530

176,167

Citrix Systems, Inc. (a)

1,370

32,907

Cognos, Inc. (a)

500

16,767

Concord Communications, Inc. (a)

100

2,214

E.piphany, Inc. (a)

3,200

25,280

Electronic Arts, Inc. (a)

5,700

252,111

i2 Technologies, Inc. (a)

15,800

31,600

Intuit, Inc. (a)

3,600

181,008

Jack Henry & Associates, Inc.

1,290

26,729

Manhattan Associates, Inc. (a)

304

9,251

Mercury Interactive Corp. (a)

3,400

159,120

Microsoft Corp.

10,070

258,799

Network Associates, Inc. (a)

1,550

20,755

Oracle Corp. (a)

3,000

36,030

Parametric Technology Corp. (a)

4,400

15,048

Red Hat, Inc. (a)

1,800

23,904

Siebel Systems, Inc. (a)

29,785

392,566

Symantec Corp. (a)

3,180

104,399

VERITAS Software Corp. (a)

310

11,787

2,419,073

TOTAL INFORMATION TECHNOLOGY

9,846,636

Common Stocks - continued

Shares

Value
(Note 1)

MATERIALS - 1.4%

Chemicals - 0.5%

Dow Chemical Co.

1,300

$ 48,815

Ferro Corp.

1,100

24,970

International Flavors & Fragrances, Inc.

800

25,976

Olin Corp.

2,400

43,704

Praxair, Inc.

200

14,356

157,821

Construction Materials - 0.0%

Martin Marietta Materials, Inc.

300

12,771

Containers & Packaging - 0.5%

Owens-Illinois, Inc. (a)

2,610

29,441

Sealed Air Corp. (a)

2,500

131,925

161,366

Metals & Mining - 0.4%

Freeport-McMoRan Copper & Gold, Inc. Class B

2,730

118,837

Massey Energy Co.

2,300

31,970

150,807

TOTAL MATERIALS

482,765

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 0.5%

Covad Communications Group, Inc. (a)

14,300

57,200

NTL, Inc. (a)

1,362

88,748

Qwest Communications International, Inc. (a)

9,670

35,392

181,340

Wireless Telecommunication Services - 1.5%

Arch Wireless, Inc. Class A (a)

400

6,988

At Road, Inc. (a)

1,000

12,590

KDDI Corp.

12

62,572

MobilCom AG (a)

1,900

27,012

Nextel Communications, Inc. Class A (a)

15,500

392,615

501,777

TOTAL TELECOMMUNICATION SERVICES

683,117

TOTAL COMMON STOCKS

(Cost $27,971,115)

32,698,644

Investment Companies - 0.5%

Shares

Value
(Note 1)

Nasdaq-100 Trust unit Series 1 (a)
(Cost $116,505)

4,758

$ 168,433

Money Market Funds - 3.7%

Fidelity Cash Central Fund, 1.09% (b)
(Cost $1,277,675)

1,277,675

1,277,675

TOTAL INVESTMENT
PORTFOLIO - 100.2%

(Cost $29,365,295)

34,144,752

NET OTHER ASSETS - (0.2)%

(82,850)

NET ASSETS - 100%

$ 34,061,902

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $44,830,556 and $40,215,963, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,111 for the period.

Income Tax Information

At November 30, 2003, the fund had a capital loss carryforward of approximately $14,669,000 of which $7,729,000 and $6,940,000 will expire on November 30, 2009 and 2010, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2003

Assets

Investment in securities, at value (cost $29,365,295) - See accompanying schedule

$ 34,144,752

Receivable for investments sold

140,000

Receivable for fund shares sold

110,937

Dividends receivable

16,881

Interest receivable

559

Prepaid expenses

144

Receivable from investment adviser for expense reductions

13,637

Other receivables

12,507

Total assets

34,439,417

Liabilities

Payable for investments purchased

$ 246,607

Payable for fund shares redeemed

47,133

Accrued management fee

17,405

Distribution fees payable

19,613

Other affiliated payables

19,721

Other payables and accrued expenses

27,036

Total liabilities

377,515

Net Assets

$ 34,061,902

Net Assets consist of:

Paid in capital

$ 44,212,068

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

(14,929,632)

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

4,779,466

Net Assets

$ 34,061,902

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

November 30, 2003

Calculation of Maximum Offering Price

Class A:
Net Asset Value and redemption price per share ($4,176,794 ÷ 521,077 shares)

$ 8.02

Maximum offering price per share (100/94.25 of $8.02)

$ 8.51

Class T:
Net Asset Value and redemption price per share ($12,457,648 ÷ 1,566,991 shares)

$ 7.95

Maximum offering price per share (100/96.50 of $7.95)

$ 8.24

Class B:
Net Asset Value and offering price per share ($8,421,613 ÷ 1,074,396 shares) A

$ 7.84

Class C:
Net Asset Value and offering price per share ($8,426,683 ÷ 1,073,340 shares) A

$ 7.85

Institutional Class:
Net Asset Value, offering price and redemption price per share ($579,164 ÷ 71,488 shares)

$ 8.10

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.

Annual Report

Statement of Operations

Year ended November 30, 2003

Investment Income

Dividends

$ 125,344

Interest

34,964

Total income

160,308

Expenses

Management fee

$ 176,847

Transfer agent fees

171,108

Distribution fees

205,278

Accounting fees and expenses

61,435

Non-interested trustees' compensation

113

Custodian fees and expenses

20,048

Registration fees

46,752

Audit

42,277

Legal

2,299

Miscellaneous

7,821

Total expenses before reductions

733,978

Expense reductions

(198,822)

535,156

Net investment income (loss)

(374,848)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

2,331,661

Foreign currency transactions

204

Futures contracts

183,055

Total net realized gain (loss)

2,514,920

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,055,000

Assets and liabilities in foreign currencies

9

Total change in net unrealized appreciation (depreciation)

4,055,009

Net gain (loss)

6,569,929

Net increase (decrease) in net assets resulting from operations

$ 6,195,081

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
November 30,
2003

Year ended
November 30,
2002

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (374,848)

$ (478,531)

Net realized gain (loss)

2,514,920

(6,655,693)

Change in net unrealized appreciation (depreciation)

4,055,009

(175,472)

Net increase (decrease) in net assets resulting
from operations

6,195,081

(7,309,696)

Share transactions - net increase (decrease)

1,324,213

(963,336)

Total increase (decrease) in net assets

7,519,294

(8,273,032)

Net Assets

Beginning of period

26,542,608

34,815,640

End of period

$ 34,061,902

$ 26,542,608

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

Annual Report

Financial Highlights - Class A

Years ended November 30,

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.47

$ 8.08

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.06)

(.08)

(.01)

-H

Net realized and unrealized gain (loss)

1.61

(1.53)

(.95)

(.95)

Total from investment operations

1.55

(1.61)

(.96)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 8.02

$ 6.47

$ 8.08

$ 9.05

Total ReturnB,C,D

23.96%

(19.93)%

(10.62)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.25%

2.05%

2.06%

31.94%A

Expenses net of voluntary waivers, if any

1.54%

1.69%

1.75%

1.75%A

Expenses net of all reductions

1.47%

1.49%

1.71%

1.75%A

Net investment income (loss)

(.89)%

(1.07)%

(.14)%

.99%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,177

$ 2,620

$ 3,320

$ 1,789

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

C Total returns would have been lower had certain expenses not been reduced during the 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 For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,

2003

2002

2001

2000F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.43

$ 8.06

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.08)

(.10)

(.03)

-H

Net realized and unrealized gain (loss)

1.60

(1.53)

(.95)

(.95)

Total from investment operations

1.52

(1.63)

(.98)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 7.95

$ 6.43

$ 8.06

$ 9.05

Total ReturnB,C,D

23.64%

(20.22)%

(10.84)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.47%

2.16%

2.30%

32.36%A

Expenses net of voluntary waivers, if any

1.79%

1.92%

2.00%

2.00%A

Expenses net of all reductions

1.72%

1.72%

1.96%

2.00%A

Net investment income (loss)

(1.14)%

(1.29)%

(.39)%

.74%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 12,458

$ 10,511

$ 14,165

$ 2,767

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

C Total returns would have been lower had certain expenses not been reduced during the 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 For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,

2003

2002

2001

2000F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.37

$ 8.02

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.11)

(.13)

(.08)

-H

Net realized and unrealized gain (loss)

1.58

(1.52)

(.94)

(.95)

Total from investment operations

1.47

(1.65)

(1.02)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 7.84

$ 6.37

$ 8.02

$ 9.05

Total ReturnB,C,D

23.08%

(20.57)%

(11.29)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.92%

2.73%

2.86%

32.87%A

Expenses net of voluntary waivers, if any

2.25%

2.43%

2.50%

2.50%A

Expenses net of all reductions

2.18%

2.23%

2.46%

2.50%A

Net investment income (loss)

(1.60)%

(1.81)%

(.89)%

.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,422

$ 6,262

$ 8,038

$ 1,659

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,

2003

2002

2001

2000F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.38

$ 8.03

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.11)

(.13)

(.08)

-H

Net realized and unrealized gain (loss)

1.58

(1.52)

(.93)

(.95)

Total from investment operations

1.47

(1.65)

(1.01)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 7.85

$ 6.38

$ 8.03

$ 9.05

Total ReturnB,C,D

23.04%

(20.55)%

(11.18)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.77%

2.58%

2.79%

32.69%A

Expenses net of voluntary waivers, if any

2.25%

2.36%

2.50%

2.50%A

Expenses net of all reductions

2.18%

2.16%

2.46%

2.50%A

Net investment income (loss)

(1.61)%

(1.74)%

(.89)%

.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,427

$ 6,636

$ 8,532

$ 1,224

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,

2003

2002

2001

2000E

Selected Per-Share Data

Net asset value, beginning of period

$ 6.52

$ 8.11

$ 9.06

$ 10.00

Income from Investment Operations

Net investment income (loss)D

(.04)

(.05)

.01

.01

Net realized and unrealized gain (loss)

1.62

(1.54)

(.95)

(.95)

Total from investment operations

1.58

(1.59)

(.94)

(.94)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 8.10

$ 6.52

$ 8.11

$ 9.06

Total ReturnB,C

24.23%

(19.61)%

(10.39)%

(9.40)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.61%

1.43%

1.73%

31.51%A

Expenses net of voluntary waivers, if any

1.25%

1.27%

1.50%

1.50%A

Expenses net of all reductions

1.18%

1.07%

1.46%

1.50%A

Net investment income (loss)

(.61)%

(.64)%

.11%

1.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 579

$ 513

$ 761

$ 325

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 13, 2000 (commencement of operations) to November 30, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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 any voluntary 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.

Annual Report

Notes to Financial Statements

For the period ended November 30, 2003

1. Significant Accounting Policies.

Fidelity Advisor Aggressive 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 B, Class C, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. 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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities, which is accrued using the interest method. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Income dividends and capital gain distributions are declared separately for each class. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

differences are primarily due to foreign currency transactions, future transactions, net operating losses, capital loss carryforwards, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 5,404,018

|

Unrealized depreciation

(884,871)

Net unrealized appreciation (depreciation)

4,519,147

Capital loss carryforward

(14,669,313)

Cost for federal income tax purposes

$ 29,625,605

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .63% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. Class A and Class T Plans also authorize the use of brokerage commissions to pay distribution expenses. This practice has been discontinued and no commissions incurred after June 30, 2003 have been used to pay distribution expenses. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, the total amounts paid to and retained by FDC and the amount of distribution expenses paid with brokerage commissions were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid with
Commissions

Class A

.04%

.25%

$ 8,706

$ 68

$ 1,089

Class T

.29%

.25%

56,728

220

3,988

Class B

.75%

.25%

68,405

51,350

-

Class C

.75%

.25%

71,439

9,247

-

$ 205,278

$ 60,885

$ 5,077

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

Annual Report

4. 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

$ 9,357

Class T

7,563

Class B*

24,751

Class C*

1,116

$ 42,787

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent (collectively referred to as the transfer 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 all shareholder reports, except proxy statements. For the period, the following amounts were paid to FIIOC:

Amount

% of Average
Net Assets

Class A

$ 21,169

.69

Class T

69,208

.66

Class B

44,268

.65

Class C

34,846

.49

Institutional Class

1,617

.33

$ 171,108

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $34,653 for the period.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 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. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR agreed to reimburse the classes of the fund to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%

$ 21,964

Class T

1.75%

72,327

Class B

2.25%

46,452

Class C

2.25%

37,002

Institutional Class

1.25%

1,739

$ 179,484

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services may include payments of expenses on behalf of the fund to support distribution of fund shares for Class A and Class T ("Distribution Expense Reduction") and to pay other fund expenses, such as transfer agent fees ("Other Expense Reduction") collectively referred to as "Brokerage Service Arrangements" in the accompanying table. Brokerage service arrangements generally benefits all shareholders of each class by reducing fund expenses. Each of Class A and Class T shareholders' Other Expense Reduction benefit is reduced by the amount

Annual Report

6. Expense Reductions - continued

of any Distribution Expense Reduction. All of the applicable expense reductions are noted in the table below.

Brokerage Service Arrangements

Distribution
expense
reduction

Other
expense
reduction

Fund Level

$ -

$ 14,261

Class A

1,089

-

Class T

3,988

-

$ 5,077

$ 14,261

7. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended
November 30,

2003

2002

2003

2002

Class A

Shares sold

244,577

165,182

$ 1,722,170

$ 1,240,636

Shares redeemed

(128,450)

(171,008)

(880,316)

(1,293,424)

Net increase (decrease)

116,127

(5,826)

$ 841,854

$ (52,788)

Class T

Shares sold

442,489

903,899

$ 3,023,259

$ 7,000,780

Shares redeemed

(509,774)

(1,027,358)

(3,391,934)

(7,601,666)

Net increase (decrease)

(67,285)

(123,459)

$ (368,675)

$ (600,886)

Class B

Shares sold

340,312

347,968

$ 2,312,985

$ 2,574,720

Shares redeemed

(249,139)

(366,934)

(1,653,902)

(2,702,296)

Net increase (decrease)

91,173

(18,966)

$ 659,083

$ (127,576)

Class C

Shares sold

327,135

378,395

$ 2,159,687

$ 2,890,698

Shares redeemed

(293,843)

(400,792)

(1,926,688)

(2,983,429)

Net increase (decrease)

33,292

(22,397)

$ 232,999

$ (92,731)

Institutional Class

Shares sold

11,899

27,286

$ 86,133

$ 220,096

Shares redeemed

(19,157)

(42,260)

(127,181)

(309,451)

Net increase (decrease)

(7,258)

(14,974)

$ (41,048)

$ (89,355)

Annual Report

Report of Independent Auditors

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity
Advisor Aggressive Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Aggressive Growth Fund (a fund of Fidelity Securities Fund) at November 30, 2003 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Aggressive Growth Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 15, 2004

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 291 funds advised by FMR or an affiliate. Mr. McCoy oversees 293 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (73)**

Year of Election or Appointment: 1984

Trustee of Fidelity Securities Fund. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (41)**

Year of Election or Appointment:2001

Senior Vice President of Advisor Aggressive Growth (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (49)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (51)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (61)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation (2000) and The Dow Chemical Company (2000). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (71)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Robert M. Gates (60)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (67)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002) and Compaq (1994-2002).

Donald J. Kirk (71)

Year of Election or Appointment: 1987

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (57)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (59)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (70)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (70)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (64)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board, President and CEO (2002), and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Ms. Small may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (60)

Year of Election or Appointment: 2003

Member of the Advisory Board of Securities Fund. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Cornelia M. Small (59)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Securities Fund. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors (1998-1999) of Scudder Kemper Investments. In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

John B. McDowell (45)

Year of Election or Appointment: 2002

Vice President of Advisor Aggressive Growth. Mr. McDowell also serves as Vice President of certain Equity Funds (2002). He is Senior Vice President of FMR (1999), FMR Co., Inc. (2001), and Fidelity Management Trust Company (FMTC). Since joining Fidelity Investments in 1985, Mr. McDowell has worked as a research analyst and manager.

Rajiv Kaul (32)

Year of Election or Appointment: 2003

Vice President of Advisor Aggressive Growth. Mr. Kaul is also Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Kaul managed a variety of Fidelity funds.

Eric D. Roiter (55)

Year of Election or Appointment: 2000

Secretary of Advisor Aggressive Growth. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).

Stuart Fross (44)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Aggressive Growth. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Maria F. Dwyer (44)

Year of Election or Appointment: 2002

President and Treasurer of Advisor Aggressive Growth. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR.

Timothy F. Hayes (52)

Year of Election or Appointment: 2002

Chief Financial Officer of Advisor Aggressive Growth. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

John R. Hebble (45)

Year of Election or Appointment: 2003

Deputy Treasurer of Advisor Aggressive Growth. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

John H. Costello (57)

Year of Election or Appointment: 2000

Assistant Treasurer of Advisor Aggressive Growth. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Francis V. Knox, Jr. (56)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Aggressive Growth. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Mark Osterheld (48)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Aggressive Growth. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Thomas J. Simpson (45)

Year of Election or Appointment: 2000

Assistant Treasurer of Advisor Aggressive Growth. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Annual Report

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

Annual Report

Fidelity Advisor Aggressive Growth Fund

Fidelity Advisor Asset Allocation Fund

Fidelity Advisor Balanced Fund

Fidelity Advisor Biotechnology Fund

Fidelity Advisor California Municipal Income Fund

Fidelity Advisor Consumer Industries Fund

Fidelity Advisor Cyclical Industries Fund

Fidelity Advisor Developing Communications Fund

Fidelity Advisor Diversified International Fund

Fidelity Advisor Dividend Growth Fund

Fidelity Advisor Dynamic Capital Appreciation Fund

Fidelity Advisor Electronics Fund

Fidelity Advisor Emerging Asia Fund

Fidelity Advisor Emerging Markets Income Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Equity Income Fund

Fidelity Advisor Equity Value Fund

Fidelity Advisor Europe Capital Appreciation Fund

Fidelity Advisor Fifty Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Floating Rate High Income Fund

Fidelity Advisor Freedom Income FundSM

Fidelity Advisor Freedom 2010 FundSM

Fidelity Advisor Freedom 2020 FundSM

Fidelity Advisor Freedom 2030 FundSM

Fidelity Advisor Freedom 2040 FundSM

Fidelity Advisor Global Equity Fund

Fidelity Advisor Government Investment Fund

Fidelity Advisor Growth & Income Fund

Fidelity Advisor Growth Opportunities

Fidelity Advisor Health Care Fund

Fidelity Advisor High Income Advantage Fund

Fidelity Advisor High Income Fund

Fidelity Advisor Inflation-Protected Bond Fund

Fidelity Advisor Intermediate Bond Fund

Fidelity Advisor International Capital Appreciation Fund

Fidelity Advisor International Small Cap Fund

Fidelity Advisor Investment Grade Bond Fund

Fidelity Advisor Japan Fund

Fidelity Advisor Korea Fund

Fidelity Advisor Large Cap Fund

Fidelity Advisor Latin America Fund

Fidelity Advisor Leveraged Company Stock Fund

Fidelity Advisor Mid Cap Fund

Fidelity Advisor Mortgage Securities Fund

Fidelity Advisor Municipal Income Fund

Fidelity Advisor Natural Resources Fund

Fidelity Advisor New Insights Fund

Fidelity Advisor New York
Municipal Income Fund

Fidelity Advisor Overseas Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Short Fixed-Income Fund

Fidelity Advisor Short Intermediate Municipal Income Fund

Fidelity Advisor Small Cap Fund

Fidelity Advisor Strategic Growth Fund

Fidelity Advisor Strategic Income Fund

Fidelity Advisor Tax Managed
Stock Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Telecommunications & Utilities Growth Fund

Fidelity Advisor Value Leaders Fund

Fidelity Advisor Value Strategies Fund

Prime Fund

Tax-Exempt Fund

Treasury Fund

AAG-UANN-0104
1.786669.100

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

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

Aggressive Growth

Fund - Institutional Class

Annual Report

November 30, 2003

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

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.

Auditors' Opinion

<Click Here>

Trustees and Officers

<Click Here>

For a free copy of the fund's proxy voting guidelines call 1-877-208-0098 or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

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.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended November 30, 2003

Past 1
year

Life of
fundA

Institutional Class

24.23%

-6.65%

A From November 13, 2000.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Aggressive Growth Fund - Institutional Class on November 13, 2000, when the fund started. The chart shows what the value of your investment would have been, and also shows how the Russell Midcap® Growth Index did over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Rajiv Kaul, Portfolio Manager of Fidelity® Advisor Aggressive Growth Fund

A healthier economy translated into improved equity market performance for the year ending November 30, 2003. Early signals of an economic recovery were seen when growth in gross domestic product (GDP) surprised on the upside in the first and second quarters of 2003. The Federal Reserve Board added further fuel in June by dropping interest rates to a 45-year low. Federal tax cuts and credits, as well as a boom in mortgage refinancing, put even more discretionary income in consumers' pockets. In the third quarter, GDP growth, propelled by robust consumer and business spending, grew 8.2%, its highest level since 1984. Consumer spending had its strongest third quarter since 1997, while corporate profits had their best showing since 1992. As a result of 2003's economic momentum, stocks enjoyed their best showing since 1999 and were poised to end their three-year losing streak. For the year ending November 30, 2003, the Standard & Poor's 500SM Index gained 15.09%, the Dow Jones Industrial AverageSM returned 12.47% and the NASDAQ Composite® Index advanced 33.23%.

For the 12 months ending November 30, 2003, the fund's Institutional Class shares returned 24.23%, trailing the 32.64% return of the Russell Midcap® Growth Index and the 26.65% return of the LipperSM Mid-Cap Funds Average. My defensive bias was counterproductive, as I had trouble finding stocks that met my investment criteria. Moreover, stock selection in retailing, pharmaceuticals and biotechnology, and health care equipment and services hurt performance. On the positive side, stock selection aided relative performance in software and services, media and telecommunication services. Top contributor Newmont Mining benefited from investors' positive expectations for the price of gold, which were fueled in part by a weak U.S. dollar. Intel also helped, boosted by the rapid adoption of the company's new Centrino chip. Detractors included Amgen, which was undercut by concerns about possible cutbacks in Medicare reimbursement for Epogen, its medication for kidney dialysis patients. Also hurting performance was oil services provider Weatherford International, a victim of meager spending on new exploration projects.

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

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2003

% of fund's
net assets

% of fund's net assets
6 months ago

Genentech, Inc.

2.8

1.2

Lexmark International, Inc. Class A

2.0

0.6

Biogen Idec, Inc.

1.7

1.2

Biomet, Inc.

1.6

1.4

Caremark Rx, Inc.

1.6

0.7

Cisco Systems, Inc.

1.3

0.0

Microchip Technology, Inc.

1.2

0.3

Nextel Communications, Inc. Class A

1.2

1.0

Siebel Systems, Inc.

1.2

0.2

Starbucks Corp.

1.1

0.8

15.7

Top Five Market Sectors as of November 30, 2003

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.9

16.1

Health Care

24.5

22.5

Consumer Discretionary

19.7

17.1

Industrials

8.3

8.3

Consumer Staples

4.0

4.9

Asset Allocation (% of fund's net assets)

As of November 30, 2003*

As of May 31, 2003**

Stocks and Investment Companies 96.5%

Stocks, Investment Companies and
Equity Futures 85.3%

Short-Term
Investments and
Net Other Assets 3.5%

Short-Term
Investments and
Net Other Assets 14.7%

* Foreign
investments

6.0%

** Foreign investments

1.7%



Annual Report

Investments November 30, 2003

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - 19.7%

Auto Components - 0.2%

Gentex Corp.

1,000

$ 42,140

Lear Corp. (a)

600

35,484

77,624

Automobiles - 0.3%

Harley-Davidson, Inc.

2,000

94,340

Hotels, Restaurants & Leisure - 5.4%

Brinker International, Inc. (a)

5,400

175,824

California Pizza Kitchen, Inc. (a)

2,000

37,000

Darden Restaurants, Inc.

6,140

127,159

Harrah's Entertainment, Inc.

1,560

74,677

Hilton Hotels Corp.

5,100

83,436

International Game Technology

7,490

259,828

Mandalay Resort Group

600

25,770

Marriott International, Inc. Class A

1,600

73,328

McDonald's Corp.

4,800

123,024

Outback Steakhouse, Inc.

1,400

62,650

Starbucks Corp. (a)

12,000

384,840

Station Casinos, Inc.

1,600

49,888

Sunterra Corp. (a)

1,500

15,000

The Cheesecake Factory, Inc. (a)

2,500

108,400

Wendy's International, Inc.

900

34,947

Yum! Brands, Inc. (a)

5,800

200,042

1,835,813

Household Durables - 1.0%

Black & Decker Corp.

2,190

101,594

Harman International Industries, Inc.

710

96,752

Maytag Corp.

2,410

63,720

Mohawk Industries, Inc. (a)

910

65,593

Ryland Group, Inc.

300

27,645

355,304

Internet & Catalog Retail - 0.1%

Overstock.com, Inc. (a)

1,000

15,810

Leisure Equipment & Products - 0.4%

Brunswick Corp.

600

18,030

Mattel, Inc.

3,660

74,078

Polaris Industries, Inc.

400

34,468

126,576

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Media - 2.5%

Cablevision Systems Corp. - NY Group Class A (a)

5,600

$ 116,032

E.W. Scripps Co. Class A

1,600

147,296

Entercom Communications Corp. Class A (a)

540

24,948

Fox Entertainment Group, Inc. Class A (a)

5,270

150,459

Gannett Co., Inc.

910

78,806

Getty Images, Inc. (a)

1,240

53,816

Lamar Advertising Co. Class A (a)

810

28,512

Pixar (a)

1,200

84,132

Radio One, Inc. Class D (non-vtg.) (a)

1,000

17,490

The New York Times Co. Class A

1,600

73,440

Viacom, Inc. Class B (non-vtg.)

500

19,660

Westwood One, Inc. (a)

2,200

66,792

861,383

Multiline Retail - 1.2%

99 Cents Only Stores (a)

500

13,855

Big Lots, Inc. (a)

3,030

44,420

Dollar General Corp.

1,900

40,128

Dollar Tree Stores, Inc. (a)

3,790

120,333

Family Dollar Stores, Inc.

3,150

121,527

Fred's, Inc. Class A

1,070

35,685

Tuesday Morning Corp. (a)

1,500

47,940

423,888

Specialty Retail - 7.8%

Abercrombie & Fitch Co. Class A (a)

2,000

58,700

Aeropostale, Inc. (a)

500

15,595

AutoZone, Inc. (a)

2,990

286,023

Best Buy Co., Inc.

1,700

105,400

Chico's FAS, Inc. (a)

3,700

142,006

Christopher & Banks Corp.

3,120

84,396

Circuit City Stores, Inc.

1,600

20,832

Foot Locker, Inc.

1,000

22,100

Hot Topic, Inc. (a)

4,155

123,819

Jo-Ann Stores, Inc. (a)

600

12,030

Michaels Stores, Inc.

2,900

137,025

PETsMART, Inc.

5,630

136,021

Pier 1 Imports, Inc.

1,100

28,050

RadioShack Corp.

6,300

196,245

Ross Stores, Inc.

4,080

223,502

Select Comfort Corp. (a)

4,700

126,477

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Staples, Inc. (a)

13,830

$ 375,485

Talbots, Inc.

450

14,747

TJX Companies, Inc.

12,080

272,887

Weight Watchers International, Inc. (a)

3,800

140,372

Williams-Sonoma, Inc. (a)

3,370

121,455

2,643,167

Textiles Apparel & Luxury Goods - 0.8%

Coach, Inc. (a)

5,600

223,104

Kenneth Cole Productions, Inc. Class A

550

16,445

NIKE, Inc. Class B

500

33,625

273,174

TOTAL CONSUMER DISCRETIONARY

6,707,079

CONSUMER STAPLES - 4.0%

Beverages - 0.6%

Coca-Cola Enterprises, Inc.

1,860

38,409

Constellation Brands, Inc. Class A (a)

1,000

34,510

Pepsi Bottling Group, Inc.

3,180

73,394

PepsiCo, Inc.

700

33,684

179,997

Food & Staples Retailing - 1.4%

CVS Corp.

6,100

228,506

Performance Food Group Co. (a)

1,870

73,510

Walgreen Co.

1,000

36,810

Whole Foods Market, Inc.

2,200

144,518

483,344

Food Products - 1.5%

Dean Foods Co. (a)

6,490

212,937

Del Monte Foods Co. (a)

1,600

15,312

Dreyer's Grand Ice Cream Holdings, Inc.

1,100

85,195

Hershey Foods Corp.

1,640

127,428

McCormick & Co., Inc. (non-vtg.)

2,600

74,594

Wm. Wrigley Jr. Co.

70

3,858

519,324

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER STAPLES - continued

Personal Products - 0.5%

Alberto-Culver Co. Class B

2,870

$ 175,271

TOTAL CONSUMER STAPLES

1,357,936

ENERGY - 3.5%

Energy Equipment & Services - 2.0%

BJ Services Co. (a)

200

6,378

Cooper Cameron Corp. (a)

2,850

123,719

ENSCO International, Inc.

1,610

40,733

Halliburton Co.

600

14,010

Nabors Industries Ltd. (a)

960

35,635

Noble Corp. (a)

1,570

54,291

Patterson-UTI Energy, Inc. (a)

2,550

73,262

Smith International, Inc. (a)

3,930

147,532

Weatherford International Ltd. (a)

6,060

198,647

694,207

Oil & Gas - 1.5%

Apache Corp.

336

24,125

Burlington Resources, Inc.

2,560

128,512

Devon Energy Corp.

496

24,483

EOG Resources, Inc.

1,100

46,134

Murphy Oil Corp.

1,760

105,477

Pioneer Natural Resources Co. (a)

3,900

110,604

Teekay Shipping Corp.

1,400

70,462

509,797

TOTAL ENERGY

1,204,004

FINANCIALS - 3.7%

Capital Markets - 1.8%

Ameritrade Holding Corp. (a)

6,000

75,420

Bank of New York Co., Inc.

1,100

33,748

Eaton Vance Corp. (non-vtg.)

2,300

83,605

Federated Investors, Inc. Class B (non-vtg.)

4,080

117,300

Investors Financial Services Corp.

200

7,376

Legg Mason, Inc.

1,530

121,956

Lehman Brothers Holdings, Inc.

616

44,481

SEI Investments Co.

900

25,245

Common Stocks - continued

Shares

Value
(Note 1)

FINANCIALS - continued

Capital Markets - continued

T. Rowe Price Group, Inc.

1,000

$ 42,040

Waddell & Reed Financial, Inc. Class A

2,400

53,016

604,187

Commercial Banks - 1.0%

Fifth Third Bancorp

1,640

95,333

North Fork Bancorp, Inc., New York

1,100

43,923

Popular, Inc.

1,100

51,876

Sumitomo Mitsui Financial Group, Inc.

8

39,085

Synovus Financial Corp.

4,100

117,506

347,723

Consumer Finance - 0.1%

SLM Corp.

700

25,991

Insurance - 0.5%

Berkshire Hathaway, Inc. Class A (a)

2

167,500

Thrifts & Mortgage Finance - 0.3%

New York Community Bancorp, Inc.

2,900

112,665

TOTAL FINANCIALS

1,258,066

HEALTH CARE - 24.5%

Biotechnology - 7.0%

Affymetrix, Inc. (a)

500

12,335

Alkermes, Inc. (a)

900

11,772

Amylin Pharmaceuticals, Inc. (a)

2,500

65,425

Biogen Idec, Inc. (a)

15,360

586,445

Celgene Corp. (a)

2,450

112,039

Cephalon, Inc. (a)

1,220

57,328

Charles River Laboratories International, Inc. (a)

1,900

61,655

Genelabs Technologies, Inc. (a)

9,600

18,240

Genentech, Inc. (a)

11,340

955,956

Genzyme Corp. - General Division (a)

400

18,696

Harvard Bioscience, Inc. (a)

2,600

18,720

ICOS Corp. (a)

600

27,120

ImClone Systems, Inc. (a)

2,000

78,600

Invitrogen Corp. (a)

1,000

68,170

Medarex, Inc. (a)

1,800

12,240

Neurocrine Biosciences, Inc. (a)

240

12,679

Protein Design Labs, Inc. (a)

15,500

214,830

Common Stocks - continued

Shares

Value
(Note 1)

HEALTH CARE - continued

Biotechnology - continued

QIAGEN NV (a)

1,500

$ 16,575

Trimeris, Inc. (a)

1,400

31,962

2,380,787

Health Care Equipment & Supplies - 5.5%

Arthrocare Corp. (a)

1,700

41,820

Beckman Coulter, Inc.

800

40,920

Becton, Dickinson & Co.

1,200

48,036

Biomet, Inc.

15,580

557,297

C.R. Bard, Inc.

1,700

128,520

Cytyc Corp. (a)

2,000

25,780

DENTSPLY International, Inc.

3,550

159,857

Edwards Lifesciences Corp. (a)

4,700

141,564

Fisher Scientific International, Inc. (a)

3,500

140,945

I-Stat Corp. (a)

600

7,560

Inverness Medical Innovations, Inc. (a)

1,200

28,440

Medtronic, Inc.

5,460

246,792

ResMed, Inc. (a)

400

15,600

Steris Corp. (a)

600

13,878

VISX, Inc. (a)

600

14,688

Zimmer Holdings, Inc. (a)

3,900

257,088

1,868,785

Health Care Providers & Services - 7.8%

Accredo Health, Inc. (a)

2,100

65,310

Aetna, Inc.

1,700

109,446

AmerisourceBergen Corp.

1,640

103,796

Andrx Corp. (a)

1,400

30,744

Apria Healthcare Group, Inc. (a)

1,600

43,376

Caremark Rx, Inc. (a)

20,710

552,957

Cerner Corp. (a)

800

35,704

Community Health Systems, Inc. (a)

4,090

110,757

Coventry Health Care, Inc. (a)

2,200

131,780

DaVita, Inc. (a)

300

11,454

HCA, Inc.

1,000

41,910

Health Management Associates, Inc. Class A

8,200

210,740

Henry Schein, Inc. (a)

1,100

74,019

Humana, Inc. (a)

1,800

40,194

IMS Health, Inc.

4,800

110,544

Inveresk Research Group, Inc. (a)

3,100

68,231

Laboratory Corp. of America Holdings (a)

1,100

39,732

Common Stocks - continued

Shares

Value
(Note 1)

HEALTH CARE - continued

Health Care Providers & Services - continued

Lincare Holdings, Inc. (a)

1,200

$ 35,796

McKesson Corp.

2,790

81,468

Medco Health Solutions, Inc. (a)

84

3,060

PacifiCare Health Systems, Inc. (a)

200

13,022

Patterson Dental Co. (a)

700

47,670

Priority Healthcare Corp. Class B (a)

2,380

54,573

Quest Diagnostics, Inc.

1,000

72,970

Renal Care Group, Inc. (a)

1,800

72,648

Select Medical Corp. (a)

1,500

53,775

Specialty Laboratories, Inc. (a)

1,000

16,700

Tenet Healthcare Corp. (a)

4,800

70,128

Triad Hospitals, Inc. (a)

1,470

50,862

UnitedHealth Group, Inc.

2,800

150,920

Universal Health Services, Inc. Class B (a)

2,700

145,179

2,649,465

Pharmaceuticals - 4.2%

aaiPharma, Inc. (a)

150

2,727

Abbott Laboratories

1,480

65,416

Allergan, Inc.

2,950

220,454

Barr Laboratories, Inc. (a)

2,245

185,302

Biovail Corp. (a)

830

15,612

Bristol-Myers Squibb Co.

1,900

50,065

Elan Corp. PLC sponsored ADR (a)

1,200

6,552

Endo Pharmaceuticals Holdings, Inc. (a)

1,100

20,724

Forest Laboratories, Inc. (a)

1,520

83,053

IVAX Corp. (a)

6,800

145,860

Johnson & Johnson

700

34,503

Merck & Co., Inc.

600

24,360

MGI Pharma, Inc. (a)

1,600

61,392

Mylan Laboratories, Inc.

6,435

162,934

Pharmaceutical Resources, Inc. (a)

2,100

152,418

Salix Pharmaceuticals Ltd. (a)

1,500

28,545

Schering-Plough Corp.

5,000

80,250

Sepracor, Inc. (a)

2,400

59,472

Watson Pharmaceuticals, Inc. (a)

800

37,712

1,437,351

TOTAL HEALTH CARE

8,336,388

Common Stocks - continued

Shares

Value
(Note 1)

INDUSTRIALS - 8.3%

Aerospace & Defense - 1.0%

EADS NV

4,000

$ 87,265

Embraer - Empresa Brasileira de Aeronautica SA
sponsored ADR

2,800

82,376

KVH Industries, Inc. (a)

200

6,308

Lockheed Martin Corp.

1,300

59,722

Northrop Grumman Corp.

710

65,767

Rockwell Collins, Inc.

1,200

32,268

333,706

Air Freight & Logistics - 0.1%

Expeditors International of Washington, Inc.

700

27,328

Building Products - 0.6%

American Standard Companies, Inc. (a)

2,090

208,373

Commercial Services & Supplies - 4.4%

Avery Dennison Corp.

2,200

121,176

Career Education Corp. (a)

1,600

81,808

ChoicePoint, Inc. (a)

1,826

69,845

Cintas Corp.

3,400

158,916

Corinthian Colleges, Inc. (a)

700

44,751

DeVry, Inc. (a)

1,600

43,824

Education Management Corp. (a)

719

48,604

Equifax, Inc.

2,910

68,763

H&R Block, Inc.

4,420

239,962

Herman Miller, Inc.

1,630

42,462

HON Industries, Inc.

800

33,992

ITT Educational Services, Inc. (a)

1,300

72,839

Manpower, Inc.

200

9,388

Monster Worldwide, Inc. (a)

1,300

31,278

Pitney Bowes, Inc.

4,500

178,875

Robert Half International, Inc. (a)

9,240

205,682

School Specialty, Inc. (a)

1,400

40,544

1,492,709

Construction & Engineering - 0.1%

Granite Construction, Inc.

1,600

35,280

Electrical Equipment - 0.1%

Cooper Industries Ltd. Class A

710

38,092

Common Stocks - continued

Shares

Value
(Note 1)

INDUSTRIALS - continued

Industrial Conglomerates - 0.6%

3M Co.

1,440

$ 113,818

Tyco International Ltd.

4,400

100,980

214,798

Machinery - 0.9%

AGCO Corp. (a)

3,300

56,760

Astec Industries, Inc. (a)

2,900

38,251

Ingersoll-Rand Co. Ltd. Class A

600

37,404

ITT Industries, Inc.

2,300

151,616

Pall Corp.

700

17,934

301,965

Trading Companies & Distributors - 0.5%

Fastenal Co.

3,430

170,402

TOTAL INDUSTRIALS

2,822,653

INFORMATION TECHNOLOGY - 28.9%

Communications Equipment - 5.3%

3Com Corp. (a)

10,700

80,036

ADC Telecommunications, Inc. (a)

3,600

8,856

Advanced Fibre Communications, Inc. (a)

1,100

24,585

Alcatel SA sponsored ADR (a)

28,150

366,513

Arris Group, Inc. (a)

1,300

8,385

AudioCodes Ltd. (a)

6,200

72,478

Avaya, Inc. (a)

3,300

44,880

Avocent Corp. (a)

1,000

38,290

Brocade Communications Systems, Inc. (a)

4,660

28,379

CIENA Corp. (a)

8,600

60,888

Cisco Systems, Inc. (a)

19,300

437,338

Corning, Inc. (a)

13,600

155,856

Enterasys Networks, Inc. (a)

6,270

26,898

Extreme Networks, Inc. (a)

3,400

33,354

Finisar Corp. (a)

26,500

106,000

Foundry Networks, Inc. (a)

1,300

34,268

InterDigital Communication Corp. (a)

1,200

24,576

JDS Uniphase Corp. (a)

8,000

27,520

Marconi Corp. PLC (a)

10,820

109,891

Nokia Corp. sponsored ADR

2,200

39,556

Polycom, Inc. (a)

1,670

33,099

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

SeaChange International, Inc. (a)

1,200

$ 18,060

Sycamore Networks, Inc. (a)

3,500

18,620

1,798,326

Computers & Peripherals - 3.7%

Avid Technology, Inc. (a)

400

21,152

Diebold, Inc.

3,400

180,370

Electronics for Imaging, Inc. (a)

800

22,080

EMC Corp. (a)

2,250

30,915

Hewlett-Packard Co.

700

15,183

Hutchinson Technology, Inc. (a)

500

16,285

Lexmark International, Inc. Class A (a)

8,850

684,990

Maxtor Corp. (a)

7,400

82,584

Seagate Technology

5,000

98,750

Sun Microsystems, Inc. (a)

26,760

114,265

1,266,574

Electronic Equipment & Instruments - 2.1%

Arrow Electronics, Inc. (a)

1,000

23,380

CDW Corp.

1,000

59,750

Celestica, Inc. (sub. vtg.) (a)

900

13,710

Flextronics International Ltd. (a)

23,100

370,293

Ingram Micro, Inc. Class A (a)

800

11,664

KEMET Corp. (a)

1,700

22,440

Lexar Media, Inc. (a)

2,110

45,070

Symbol Technologies, Inc.

5,870

81,887

Thermo Electron Corp. (a)

1,260

30,114

Vishay Intertechnology, Inc. (a)

2,500

52,525

710,833

Internet Software & Services - 0.6%

Lastminute.com PLC sponsored ADR (a)

100

2,370

Retek, Inc. (a)

2,785

28,908

Sina Corp. (a)

700

24,500

United Online, Inc. (a)

750

13,658

VeriSign, Inc. (a)

1,100

17,831

Vignette Corp. (a)

27,290

63,040

Vitria Technology, Inc. (a)

4,575

25,986

Yahoo!, Inc. (a)

800

34,384

210,677

IT Services - 2.5%

Accenture Ltd. Class A (a)

1,500

37,350

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

IT Services - continued

Affiliated Computer Services, Inc. Class A (a)

2,700

$ 135,378

Anteon International Corp. (a)

400

15,264

BearingPoint, Inc. (a)

1,600

14,832

Computer Sciences Corp. (a)

400

16,560

Concord EFS, Inc. (a)

11,900

136,731

CSG Systems International, Inc. (a)

65

753

DST Systems, Inc. (a)

1,100

41,052

First Data Corp.

2,970

112,415

Fiserv, Inc. (a)

2,300

86,250

Infosys Technologies Ltd. sponsored ADR

1,000

83,050

Iron Mountain, Inc. (a)

2,100

77,280

Paychex, Inc.

640

24,621

SunGard Data Systems, Inc. (a)

2,090

56,472

The BISYS Group, Inc. (a)

1,880

28,050

866,058

Office Electronics - 0.5%

Xerox Corp. (a)

5,200

63,336

Zebra Technologies Corp. Class A (a)

1,400

88,998

152,334

Semiconductors & Semiconductor Equipment - 7.1%

Advanced Micro Devices, Inc. (a)

8,200

147,436

Agere Systems, Inc. Class A (a)

17,200

60,888

Analog Devices, Inc.

1,500

74,625

ASML Holding NV (NY Shares) (a)

4,700

88,454

Cabot Microelectronics Corp. (a)

300

15,927

Conexant Systems, Inc. (a)

36,490

184,275

Cypress Semiconductor Corp. (a)

1,800

40,284

DuPont Photomasks, Inc. (a)

100

2,322

Integrated Circuit Systems, Inc. (a)

700

20,825

Integrated Device Technology, Inc. (a)

3,300

62,205

Intel Corp.

5,500

183,865

KLA-Tencor Corp. (a)

1,440

84,398

Lam Research Corp. (a)

600

19,200

LSI Logic Corp. (a)

9,400

88,078

Microchip Technology, Inc.

11,420

392,848

Micron Technology, Inc. (a)

7,900

102,779

Mindspeed Technologies, Inc. (a)

1,230

8,229

National Semiconductor Corp. (a)

3,300

147,576

Novellus Systems, Inc. (a)

2,200

96,272

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

NVIDIA Corp. (a)

6,400

$ 135,360

Photronics, Inc. (a)

6,400

118,208

PMC-Sierra, Inc. (a)

11,500

234,255

Rambus, Inc. (a)

800

24,000

Silicon Laboratories, Inc. (a)

380

18,647

Taiwan Semiconductor Manufacturing Co. Ltd.
sponsored ADR (a)

120

1,304

Texas Instruments, Inc.

400

11,904

United Microelectronics Corp. sponsored ADR (a)

520

2,725

Varian Semiconductor Equipment Associates, Inc. (a)

1,200

55,872

2,422,761

Software - 7.1%

Adobe Systems, Inc.

4,790

197,923

Amdocs Ltd. (a)

9,900

247,698

Autodesk, Inc.

900

20,898

BEA Systems, Inc. (a)

11,641

147,841

BMC Software, Inc. (a)

1,700

28,271

Cadence Design Systems, Inc. (a)

10,530

176,167

Citrix Systems, Inc. (a)

1,370

32,907

Cognos, Inc. (a)

500

16,767

Concord Communications, Inc. (a)

100

2,214

E.piphany, Inc. (a)

3,200

25,280

Electronic Arts, Inc. (a)

5,700

252,111

i2 Technologies, Inc. (a)

15,800

31,600

Intuit, Inc. (a)

3,600

181,008

Jack Henry & Associates, Inc.

1,290

26,729

Manhattan Associates, Inc. (a)

304

9,251

Mercury Interactive Corp. (a)

3,400

159,120

Microsoft Corp.

10,070

258,799

Network Associates, Inc. (a)

1,550

20,755

Oracle Corp. (a)

3,000

36,030

Parametric Technology Corp. (a)

4,400

15,048

Red Hat, Inc. (a)

1,800

23,904

Siebel Systems, Inc. (a)

29,785

392,566

Symantec Corp. (a)

3,180

104,399

VERITAS Software Corp. (a)

310

11,787

2,419,073

TOTAL INFORMATION TECHNOLOGY

9,846,636

Common Stocks - continued

Shares

Value
(Note 1)

MATERIALS - 1.4%

Chemicals - 0.5%

Dow Chemical Co.

1,300

$ 48,815

Ferro Corp.

1,100

24,970

International Flavors & Fragrances, Inc.

800

25,976

Olin Corp.

2,400

43,704

Praxair, Inc.

200

14,356

157,821

Construction Materials - 0.0%

Martin Marietta Materials, Inc.

300

12,771

Containers & Packaging - 0.5%

Owens-Illinois, Inc. (a)

2,610

29,441

Sealed Air Corp. (a)

2,500

131,925

161,366

Metals & Mining - 0.4%

Freeport-McMoRan Copper & Gold, Inc. Class B

2,730

118,837

Massey Energy Co.

2,300

31,970

150,807

TOTAL MATERIALS

482,765

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 0.5%

Covad Communications Group, Inc. (a)

14,300

57,200

NTL, Inc. (a)

1,362

88,748

Qwest Communications International, Inc. (a)

9,670

35,392

181,340

Wireless Telecommunication Services - 1.5%

Arch Wireless, Inc. Class A (a)

400

6,988

At Road, Inc. (a)

1,000

12,590

KDDI Corp.

12

62,572

MobilCom AG (a)

1,900

27,012

Nextel Communications, Inc. Class A (a)

15,500

392,615

501,777

TOTAL TELECOMMUNICATION SERVICES

683,117

TOTAL COMMON STOCKS

(Cost $27,971,115)

32,698,644

Investment Companies - 0.5%

Shares

Value
(Note 1)

Nasdaq-100 Trust unit Series 1 (a)
(Cost $116,505)

4,758

$ 168,433

Money Market Funds - 3.7%

Fidelity Cash Central Fund, 1.09% (b)
(Cost $1,277,675)

1,277,675

1,277,675

TOTAL INVESTMENT
PORTFOLIO - 100.2%

(Cost $29,365,295)

34,144,752

NET OTHER ASSETS - (0.2)%

(82,850)

NET ASSETS - 100%

$ 34,061,902

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $44,830,556 and $40,215,963, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,111 for the period.

Income Tax Information

At November 30, 2003, the fund had a capital loss carryforward of approximately $14,669,000 of which $7,729,000 and $6,940,000 will expire on November 30, 2009 and 2010, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

November 30, 2003

Assets

Investment in securities, at value (cost $29,365,295) - See accompanying schedule

$ 34,144,752

Receivable for investments sold

140,000

Receivable for fund shares sold

110,937

Dividends receivable

16,881

Interest receivable

559

Prepaid expenses

144

Receivable from investment adviser for expense reductions

13,637

Other receivables

12,507

Total assets

34,439,417

Liabilities

Payable for investments purchased

$ 246,607

Payable for fund shares redeemed

47,133

Accrued management fee

17,405

Distribution fees payable

19,613

Other affiliated payables

19,721

Other payables and accrued expenses

27,036

Total liabilities

377,515

Net Assets

$ 34,061,902

Net Assets consist of:

Paid in capital

$ 44,212,068

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

(14,929,632)

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

4,779,466

Net Assets

$ 34,061,902

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

November 30, 2003

Calculation of Maximum Offering Price

Class A:
Net Asset Value and redemption price per share ($4,176,794 ÷ 521,077 shares)

$ 8.02

Maximum offering price per share (100/94.25 of $8.02)

$ 8.51

Class T:
Net Asset Value and redemption price per share ($12,457,648 ÷ 1,566,991 shares)

$ 7.95

Maximum offering price per share (100/96.50 of $7.95)

$ 8.24

Class B:
Net Asset Value and offering price per share ($8,421,613 ÷ 1,074,396 shares) A

$ 7.84

Class C:
Net Asset Value and offering price per share ($8,426,683 ÷ 1,073,340 shares) A

$ 7.85

Institutional Class:
Net Asset Value, offering price and redemption price per share ($579,164 ÷ 71,488 shares)

$ 8.10

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.

Annual Report

Statement of Operations

Year ended November 30, 2003

Investment Income

Dividends

$ 125,344

Interest

34,964

Total income

160,308

Expenses

Management fee

$ 176,847

Transfer agent fees

171,108

Distribution fees

205,278

Accounting fees and expenses

61,435

Non-interested trustees' compensation

113

Custodian fees and expenses

20,048

Registration fees

46,752

Audit

42,277

Legal

2,299

Miscellaneous

7,821

Total expenses before reductions

733,978

Expense reductions

(198,822)

535,156

Net investment income (loss)

(374,848)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

2,331,661

Foreign currency transactions

204

Futures contracts

183,055

Total net realized gain (loss)

2,514,920

Change in net unrealized appreciation (depreciation) on:

Investment securities

4,055,000

Assets and liabilities in foreign currencies

9

Total change in net unrealized appreciation (depreciation)

4,055,009

Net gain (loss)

6,569,929

Net increase (decrease) in net assets resulting from operations

$ 6,195,081

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Year ended
November 30,
2003

Year ended
November 30,
2002

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (374,848)

$ (478,531)

Net realized gain (loss)

2,514,920

(6,655,693)

Change in net unrealized appreciation (depreciation)

4,055,009

(175,472)

Net increase (decrease) in net assets resulting
from operations

6,195,081

(7,309,696)

Share transactions - net increase (decrease)

1,324,213

(963,336)

Total increase (decrease) in net assets

7,519,294

(8,273,032)

Net Assets

Beginning of period

26,542,608

34,815,640

End of period

$ 34,061,902

$ 26,542,608

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

Annual Report

Financial Highlights - Class A

Years ended November 30,

2003

2002

2001

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.47

$ 8.08

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.06)

(.08)

(.01)

-H

Net realized and unrealized gain (loss)

1.61

(1.53)

(.95)

(.95)

Total from investment operations

1.55

(1.61)

(.96)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 8.02

$ 6.47

$ 8.08

$ 9.05

Total ReturnB,C,D

23.96%

(19.93)%

(10.62)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.25%

2.05%

2.06%

31.94%A

Expenses net of voluntary waivers, if any

1.54%

1.69%

1.75%

1.75%A

Expenses net of all reductions

1.47%

1.49%

1.71%

1.75%A

Net investment income (loss)

(.89)%

(1.07)%

(.14)%

.99%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,177

$ 2,620

$ 3,320

$ 1,789

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

C Total returns would have been lower had certain expenses not been reduced during the 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 For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,

2003

2002

2001

2000F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.43

$ 8.06

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.08)

(.10)

(.03)

-H

Net realized and unrealized gain (loss)

1.60

(1.53)

(.95)

(.95)

Total from investment operations

1.52

(1.63)

(.98)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 7.95

$ 6.43

$ 8.06

$ 9.05

Total ReturnB,C,D

23.64%

(20.22)%

(10.84)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.47%

2.16%

2.30%

32.36%A

Expenses net of voluntary waivers, if any

1.79%

1.92%

2.00%

2.00%A

Expenses net of all reductions

1.72%

1.72%

1.96%

2.00%A

Net investment income (loss)

(1.14)%

(1.29)%

(.39)%

.74%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 12,458

$ 10,511

$ 14,165

$ 2,767

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

C Total returns would have been lower had certain expenses not been reduced during the 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 For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,

2003

2002

2001

2000F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.37

$ 8.02

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.11)

(.13)

(.08)

-H

Net realized and unrealized gain (loss)

1.58

(1.52)

(.94)

(.95)

Total from investment operations

1.47

(1.65)

(1.02)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 7.84

$ 6.37

$ 8.02

$ 9.05

Total ReturnB,C,D

23.08%

(20.57)%

(11.29)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.92%

2.73%

2.86%

32.87%A

Expenses net of voluntary waivers, if any

2.25%

2.43%

2.50%

2.50%A

Expenses net of all reductions

2.18%

2.23%

2.46%

2.50%A

Net investment income (loss)

(1.60)%

(1.81)%

(.89)%

.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,422

$ 6,262

$ 8,038

$ 1,659

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,

2003

2002

2001

2000F

Selected Per-Share Data

Net asset value, beginning of period

$ 6.38

$ 8.03

$ 9.05

$ 10.00

Income from Investment Operations

Net investment income (loss)E

(.11)

(.13)

(.08)

-H

Net realized and unrealized gain (loss)

1.58

(1.52)

(.93)

(.95)

Total from investment operations

1.47

(1.65)

(1.01)

(.95)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 7.85

$ 6.38

$ 8.03

$ 9.05

Total ReturnB,C,D

23.04%

(20.55)%

(11.18)%

(9.50)%

Ratios to Average Net AssetsG

Expenses before expense reductions

2.77%

2.58%

2.79%

32.69%A

Expenses net of voluntary waivers, if any

2.25%

2.36%

2.50%

2.50%A

Expenses net of all reductions

2.18%

2.16%

2.46%

2.50%A

Net investment income (loss)

(1.61)%

(1.74)%

(.89)%

.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,427

$ 6,636

$ 8,532

$ 1,224

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

F For the period November 13, 2000 (commencement of operations) to November 30, 2000.

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 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 any voluntary 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.

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,

2003

2002

2001

2000E

Selected Per-Share Data

Net asset value, beginning of period

$ 6.52

$ 8.11

$ 9.06

$ 10.00

Income from Investment Operations

Net investment income (loss)D

(.04)

(.05)

.01

.01

Net realized and unrealized gain (loss)

1.62

(1.54)

(.95)

(.95)

Total from investment operations

1.58

(1.59)

(.94)

(.94)

Distributions from net realized gain

-

-

(.01)

-

Net asset value, end of period

$ 8.10

$ 6.52

$ 8.11

$ 9.06

Total ReturnB,C

24.23%

(19.61)%

(10.39)%

(9.40)%

Ratios to Average Net AssetsF

Expenses before expense reductions

1.61%

1.43%

1.73%

31.51%A

Expenses net of voluntary waivers, if any

1.25%

1.27%

1.50%

1.50%A

Expenses net of all reductions

1.18%

1.07%

1.46%

1.50%A

Net investment income (loss)

(.61)%

(.64)%

.11%

1.24%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 579

$ 513

$ 761

$ 325

Portfolio turnover rate

158%

473%

481%

139%A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period November 13, 2000 (commencement of operations) to November 30, 2000.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or 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 any voluntary 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.

Annual Report

Notes to Financial Statements

For the period ended November 30, 2003

1. Significant Accounting Policies.

Fidelity Advisor Aggressive 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 B, Class C, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

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

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

Investment Transactions and Income. Security transactions are accounted for as of trade date. 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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities, which is accrued using the interest method. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Income dividends and capital gain distributions are declared separately for each class. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

differences are primarily due to foreign currency transactions, future transactions, net operating losses, capital loss carryforwards, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 5,404,018

|

Unrealized depreciation

(884,871)

Net unrealized appreciation (depreciation)

4,519,147

Capital loss carryforward

(14,669,313)

Cost for federal income tax purposes

$ 29,625,605

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .63% of the fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. Class A and Class T Plans also authorize the use of brokerage commissions to pay distribution expenses. This practice has been discontinued and no commissions incurred after June 30, 2003 have been used to pay distribution expenses. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, the total amounts paid to and retained by FDC and the amount of distribution expenses paid with brokerage commissions were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Paid with
Commissions

Class A

.04%

.25%

$ 8,706

$ 68

$ 1,089

Class T

.29%

.25%

56,728

220

3,988

Class B

.75%

.25%

68,405

51,350

-

Class C

.75%

.25%

71,439

9,247

-

$ 205,278

$ 60,885

$ 5,077

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

Annual Report

4. 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

$ 9,357

Class T

7,563

Class B*

24,751

Class C*

1,116

$ 42,787

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent (collectively referred to as the transfer 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 all shareholder reports, except proxy statements. For the period, the following amounts were paid to FIIOC:

Amount

% of Average
Net Assets

Class A

$ 21,169

.69

Class T

69,208

.66

Class B

44,268

.65

Class C

34,846

.49

Institutional Class

1,617

.33

$ 171,108

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $34,653 for the period.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 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. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR agreed to reimburse the classes of the fund to the extent operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

Expense
Limitations

Reimbursement
from adviser

Class A

1.50%

$ 21,964

Class T

1.75%

72,327

Class B

2.25%

46,452

Class C

2.25%

37,002

Institutional Class

1.25%

1,739

$ 179,484

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services may include payments of expenses on behalf of the fund to support distribution of fund shares for Class A and Class T ("Distribution Expense Reduction") and to pay other fund expenses, such as transfer agent fees ("Other Expense Reduction") collectively referred to as "Brokerage Service Arrangements" in the accompanying table. Brokerage service arrangements generally benefits all shareholders of each class by reducing fund expenses. Each of Class A and Class T shareholders' Other Expense Reduction benefit is reduced by the amount

Annual Report

6. Expense Reductions - continued

of any Distribution Expense Reduction. All of the applicable expense reductions are noted in the table below.

Brokerage Service Arrangements

Distribution
expense
reduction

Other
expense
reduction

Fund Level

$ -

$ 14,261

Class A

1,089

-

Class T

3,988

-

$ 5,077

$ 14,261

7. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended
November 30,

2003

2002

2003

2002

Class A

Shares sold

244,577

165,182

$ 1,722,170

$ 1,240,636

Shares redeemed

(128,450)

(171,008)

(880,316)

(1,293,424)

Net increase (decrease)

116,127

(5,826)

$ 841,854

$ (52,788)

Class T

Shares sold

442,489

903,899

$ 3,023,259

$ 7,000,780

Shares redeemed

(509,774)

(1,027,358)

(3,391,934)

(7,601,666)

Net increase (decrease)

(67,285)

(123,459)

$ (368,675)

$ (600,886)

Class B

Shares sold

340,312

347,968

$ 2,312,985

$ 2,574,720

Shares redeemed

(249,139)

(366,934)

(1,653,902)

(2,702,296)

Net increase (decrease)

91,173

(18,966)

$ 659,083

$ (127,576)

Class C

Shares sold

327,135

378,395

$ 2,159,687

$ 2,890,698

Shares redeemed

(293,843)

(400,792)

(1,926,688)

(2,983,429)

Net increase (decrease)

33,292

(22,397)

$ 232,999

$ (92,731)

Institutional Class

Shares sold

11,899

27,286

$ 86,133

$ 220,096

Shares redeemed

(19,157)

(42,260)

(127,181)

(309,451)

Net increase (decrease)

(7,258)

(14,974)

$ (41,048)

$ (89,355)

Annual Report

Report of Independent Auditors

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity
Advisor Aggressive Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Advisor Aggressive Growth Fund (a fund of Fidelity Securities Fund) at November 30, 2003 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Advisor Aggressive Growth Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 15, 2004

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 291 funds advised by FMR or an affiliate. Mr. McCoy oversees 293 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (73)**

Year of Election or Appointment: 1984

Trustee of Fidelity Securities Fund. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (41)**

Year of Election or Appointment:2001

Senior Vice President of Advisor Aggressive Growth (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (49)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (51)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

J. Michael Cook (61)

Year of Election or Appointment: 2001

Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation (2000) and The Dow Chemical Company (2000). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.

Ralph F. Cox (71)

Year of Election or Appointment: 1991

Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

Robert M. Gates (60)

Year of Election or Appointment: 1997

Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (67)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002) and Compaq (1994-2002).

Donald J. Kirk (71)

Year of Election or Appointment: 1987

Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).

Marie L. Knowles (57)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (59)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (70)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (70)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

William S. Stavropoulos (64)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board, President and CEO (2002), and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Ms. Small may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Peter S. Lynch (60)

Year of Election or Appointment: 2003

Member of the Advisory Board of Securities Fund. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity® Magellan® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Cornelia M. Small (59)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity Securities Fund. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors (1998-1999) of Scudder Kemper Investments. In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

John B. McDowell (45)

Year of Election or Appointment: 2002

Vice President of Advisor Aggressive Growth. Mr. McDowell also serves as Vice President of certain Equity Funds (2002). He is Senior Vice President of FMR (1999), FMR Co., Inc. (2001), and Fidelity Management Trust Company (FMTC). Since joining Fidelity Investments in 1985, Mr. McDowell has worked as a research analyst and manager.

Rajiv Kaul (32)

Year of Election or Appointment: 2003

Vice President of Advisor Aggressive Growth. Mr. Kaul is also Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Kaul managed a variety of Fidelity funds.

Eric D. Roiter (55)

Year of Election or Appointment: 2000

Secretary of Advisor Aggressive Growth. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).

Stuart Fross (44)

Year of Election or Appointment: 2003

Assistant Secretary of Advisor Aggressive Growth. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Maria F. Dwyer (44)

Year of Election or Appointment: 2002

President and Treasurer of Advisor Aggressive Growth. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR.

Timothy F. Hayes (52)

Year of Election or Appointment: 2002

Chief Financial Officer of Advisor Aggressive Growth. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

John R. Hebble (45)

Year of Election or Appointment: 2003

Deputy Treasurer of Advisor Aggressive Growth. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

John H. Costello (57)

Year of Election or Appointment: 2000

Assistant Treasurer of Advisor Aggressive Growth. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Francis V. Knox, Jr. (56)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Aggressive Growth. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).

Mark Osterheld (48)

Year of Election or Appointment: 2002

Assistant Treasurer of Advisor Aggressive Growth. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Thomas J. Simpson (45)

Year of Election or Appointment: 2000

Assistant Treasurer of Advisor Aggressive Growth. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity International Investment Advisors

Fidelity Investments Japan Limited

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

AAGI-UANN-0104
1.786670.100

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

Item 2. Code of Ethics

As of the end of the period, November 30, 2003, the Fidelity Securities Fund has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of Fidelity Securities Fund has determined that Marie L. Knowles and Donald J. Kirk are each audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Knowles and Mr. Kirk are each independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Reserved

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

Not applicable.

Item 8. Reserved

Item 9. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 10. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Securities Fund's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

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

Item 11. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Securities Fund

By:

/s/Maria Dwyer

Maria Dwyer

President and Treasurer

Date:

January 21, 2004

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

By:

/s/Maria Dwyer

Maria Dwyer

President and Treasurer

Date:

January 21, 2004

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

January 21, 2004

EX-99.CERT 3 secr99cert.htm

Exhibit EX-99.CERT

I, Maria Dwyer, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Securities Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 21, 2004

/s/Maria Dwyer

Maria Dwyer

President and Treasurer

I, Timothy F. Hayes, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Securities Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 21, 2004

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

EX-99.906 CERT 4 secr906cert.htm

Exhibit EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

In connection with the attached Report of Fidelity Securities Fund (the "Trust") on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Trust does hereby certify that, to the best of such officer's knowledge:

1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.

Dated: January 21, 2004

/s/Maria Dwyer

Maria Dwyer

President and Treasurer

Dated: January 21, 2004

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.CODE ETH 5 secrcdeth.htm

EXHIBIT EX-99.CODE ETH

FIDELITY FUNDS' CODE OF ETHICS FOR

PRESIDENT, TREASURER AND PRINCIPAL ACCOUNTING OFFICER

I. Purposes of the Code/Covered Officers

This document constitutes the Code of Ethics ("the Code") adopted by the Fidelity Funds (the "Funds") pursuant to the provisions of Rule 30b2-1(a) under the Investment Company Act of 1940), which Rule implements Sections 406 of the Sarbanes-Oxley Act of 2002 with respect to registered investment companies. The Code applies to the Fidelity Funds' President and Treasurer, and Chief Financial Officer (the "Covered Officers"). Fidelity's Ethics Office, a part of Fidelity Corporate Compliance within the Risk Oversight Group, administers the Code.

The purposes of the Code are to deter wrongdoing and to promote, on the part of the Covered Officers:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely and understandable disclosure in reports and documents that the Fidelity Funds submit to the Securities and Exchange Commission ("SEC"), and in other public communications by a Fidelity Fund;
  • compliance with applicable laws and governmental rules and regulations;
  • the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and
  • accountability for adherence to the Code.
  • Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically

Actual and Apparent Conflicts of Interest

Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fidelity Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fidelity Funds.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fidelity Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fidelity Fund because of their status as "affiliated persons" of the Fund. Separate compliance programs and procedures of the Fidelity Funds, Fidelity Management & Research Company ("FMR") and the other Fidelity companies are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fidelity Funds, FMR or another Fidelity company), be involved in establishing policies and implementing decisions that have different effects on the Fidelity Funds, FMR and other Fidelity companies. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fidelity Funds and FMR (or another Fidelity company), and is consistent with the performance by the Covered Officers of their duties as officers of the Fidelity Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Board of Trustees ("Board") that the Covered Officers also may be officers or employees of one or more other Fidelity Funds covered by this Code.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fidelity Fund.

* * *

Each Covered Officer must:

  • not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by any Fidelity Fund whereby the Covered Officer would benefit personally to the detriment of any Fidelity Fund;
  • not cause a Fidelity Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fidelity Fund;
  • not engage in any outside business activity, including serving as a director or trustee, that prevents the Covered Officer from devoting appropriate time and attention to the Covered Officer's responsibilities with the Fidelity Funds;
  • not have a consulting or employment relationship with any of the Fidelity Funds' service providers that are not affiliated with Fidelity; and
  • not retaliate against any employee or Covered Officer for reports of actual or potential misconduct, which are made in good faith.

With respect to other fact patterns, if a Covered Officer is in doubt, other potential conflict of interest situations should be described immediately to the Fidelity Ethics Office for resolution. Similarly, any questions a Covered Officer has generally regarding the application or interpretation of the Code should be directed to the Fidelity Ethics Office immediately.

III. Disclosure and Compliance

  • Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fidelity Funds.
  • Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about any Fidelity Fund to others, whether within or outside Fidelity, including to the Board and auditors, and to governmental regulators and self-regulatory organizations;
  • Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fidelity Funds, FMR and the Fidelity service providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fidelity Funds file with, or submit to, the SEC and in other public communications made by the Fidelity Funds; and
  • It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

  • upon receipt of the Code, and annually thereafter, submit to the Fidelity Ethics Office an acknowledgement stating that he or she has received, read, and understands the Code; and
  • notify the Fidelity Ethics Office promptly if he or she knows of any violation of the Code. Failure to do so is itself a violation of this Code.

The Fidelity Ethics Office shall take all action it considers appropriate to investigate any actual or potential violations reported to it. Upon completion of the investigation, if necessary, the matter will be reviewed with senior management or other appropriate parties, and a determination will be made as to whether any sanction should be imposed as detailed below. The Covered Officer will be informed of any sanction determined to be appropriate. The Fidelity Ethics Office will inform the Ethics Oversight Committee of all Code violations and sanctions. Without implied limitation, appropriate disciplinary or preventive action may include a written warning, a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. Additionally, other legal remedies may be pursued.

The policies and procedures described in the Code do not create any obligations to any person or entity other than the Fidelity Funds. The Code is intended solely for the internal use by the Fidelity Funds and does not constitute a promise, contract or an admission by or on behalf of any Fidelity Fund as to any fact, circumstance, or legal conclusion. The Fidelity Funds, the Fidelity companies and the Fidelity Ethics Officer retain the discretion to decide whether the Code applies to a specific situation, and how it should be interpreted.

V. Oversight

At least once each year, FMR will provide a written report to the Board, which describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations.

VI. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fidelity Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Other Fidelity policies or procedures that cover the behavior or activities of Covered Officers are separate requirements applying to the Covered Officers (and others), and are not part of this Code.

VII. Amendments

Any material amendments or changes to this Code must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not interested persons of the Fidelity Funds.

VIII. Records and Confidentiality

Records of any violation of the Code and of the actions taken as a result of such violations will be kept by the Fidelity Ethics Office. All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fidelity Ethics Office, the Ethics Oversight Committee, the Board, appropriate personnel at the relevant Fidelity company or companies and the legal counsel of any or all of the foregoing.

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