N-CSRS 1 filing989.htm PRIMARY DOCUMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-4118


Fidelity Securities Fund

(Exact name of registrant as specified in charter)


245 Summer St., Boston, MA 02110

(Address of principal executive offices)       (Zip code)


Marc Bryant, Secretary

245 Summer St.

Boston, Massachusetts  02110

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

July 31



Date of reporting period:

January 31, 2016


Item 1.

Reports to Stockholders




Fidelity Advisor® Small Cap Value Fund -
Class I



Semi-Annual Report

January 31, 2016

Class I is a class of Fidelity® Small Cap Value Fund




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Store Capital Corp. 3.5 2.6 
ProAssurance Corp. 2.8 2.4 
Silgan Holdings, Inc. 2.7 2.6 
Universal Corp. 2.7 2.4 
CVB Financial Corp. 2.6 2.5 
First Niagara Financial Group, Inc. 2.6 2.2 
World Fuel Services Corp. 2.5 2.2 
Aspen Insurance Holdings Ltd. 2.5 2.7 
Genesee & Wyoming, Inc. Class A 2.4 0.0 
Allied World Assurance Co. Holdings AG 2.4 0.0 
 26.7  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 40.4 41.0 
Industrials 13.0 13.2 
Consumer Discretionary 12.0 9.3 
Information Technology 11.3 12.9 
Health Care 6.6 6.8 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 99.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.6% 


 * Foreign investments - 14.2%


As of July 31, 2015* 
   Stocks 99.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.8% 


 * Foreign investments - 11.2%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.0%   
Auto Components - 1.7%   
Standard Motor Products, Inc. (a) 1,183,301 $44,148,960 
Hotels, Restaurants & Leisure - 2.4%   
DineEquity, Inc. 750,000 63,690,000 
Multiline Retail - 2.2%   
Dillard's, Inc. Class A (b) 850,000 59,848,500 
Specialty Retail - 5.3%   
Aarons, Inc. Class A 2,045,100 46,791,888 
Genesco, Inc. (c) 616,728 40,790,390 
Hibbett Sports, Inc. (a)(b)(c) 1,625,600 52,279,296 
  139,861,574 
Textiles, Apparel & Luxury Goods - 0.4%   
Vera Bradley, Inc. (c) 750,000 11,085,000 
TOTAL CONSUMER DISCRETIONARY  318,634,034 
CONSUMER STAPLES - 3.4%   
Food Products - 0.7%   
Post Holdings, Inc. (c) 300,000 17,550,000 
Tobacco - 2.7%   
Universal Corp. (a)(b) 1,308,239 71,599,920 
TOTAL CONSUMER STAPLES  89,149,920 
ENERGY - 4.7%   
Energy Equipment & Services - 2.0%   
Hornbeck Offshore Services, Inc. (b)(c) 1,600,000 13,008,000 
ShawCor Ltd. Class A 1,800,000 38,867,871 
  51,875,871 
Oil, Gas & Consumable Fuels - 2.7%   
Northern Oil & Gas, Inc. (b)(c) 1,958,249 6,462,222 
World Fuel Services Corp. 1,700,000 66,215,000 
  72,677,222 
TOTAL ENERGY  124,553,093 
FINANCIALS - 40.4%   
Banks - 11.7%   
Associated Banc-Corp. 2,846,535 49,956,689 
CVB Financial Corp. (b) 4,500,010 68,895,153 
First Citizen Bancshares, Inc. 140,370 34,539,442 
First Citizen Bancshares, Inc. Class A (c) 180,954 44,525,541 
First Niagara Financial Group, Inc. 7,000,000 68,530,000 
UMB Financial Corp. 898,691 42,148,608 
  308,595,433 
Capital Markets - 5.3%   
Federated Investors, Inc. Class B (non-vtg.) 2,199,963 55,637,064 
OM Asset Management Ltd. 3,200,001 36,192,011 
Waddell & Reed Financial, Inc. Class A 1,750,000 48,020,000 
  139,849,075 
Insurance - 11.6%   
Allied World Assurance Co. Holdings AG 1,750,000 64,032,500 
Aspen Insurance Holdings Ltd. 1,413,257 65,730,583 
Endurance Specialty Holdings Ltd. 902,400 55,885,632 
First American Financial Corp. 1,421,287 48,849,634 
ProAssurance Corp. 1,468,200 73,586,184 
  308,084,533 
Real Estate Investment Trusts - 7.9%   
National Retail Properties, Inc. (b) 450,000 19,323,000 
Potlatch Corp. 200,630 5,786,169 
Rouse Properties, Inc. (a)(b) 3,000,000 52,500,000 
Sabra Health Care REIT, Inc. 2,042,700 37,503,972 
Store Capital Corp. 3,750,000 92,962,501 
  208,075,642 
Real Estate Management & Development - 2.0%   
Kennedy Wilson Europe Real Estate PLC 3,409,540 54,378,646 
Thrifts & Mortgage Finance - 1.9%   
Washington Federal, Inc. 2,323,600 49,608,860 
TOTAL FINANCIALS  1,068,592,189 
HEALTH CARE - 6.6%   
Health Care Equipment & Supplies - 1.0%   
Integra LifeSciences Holdings Corp. (c) 439,597 27,013,236 
Health Care Providers & Services - 3.8%   
Civitas Solutions, Inc. (a)(c) 2,451,897 58,992,642 
Team Health Holdings, Inc. (c) 1,000,000 40,870,000 
  99,862,642 
Health Care Technology - 0.7%   
Cegedim SA (c) 670,247 20,017,720 
Pharmaceuticals - 1.1%   
Innoviva, Inc. 2,831,853 28,375,167 
TOTAL HEALTH CARE  175,268,765 
INDUSTRIALS - 13.0%   
Aerospace & Defense - 1.9%   
Moog, Inc. Class A (c) 1,100,000 50,963,000 
Commercial Services & Supplies - 1.4%   
Essendant, Inc. 1,242,998 37,115,920 
Electrical Equipment - 2.1%   
AZZ, Inc. 500,000 25,740,000 
EnerSys 600,000 29,058,000 
  54,798,000 
Machinery - 3.7%   
Hillenbrand, Inc. 500,000 13,540,000 
Mueller Industries, Inc. 2,100,000 53,445,000 
Valmont Industries, Inc. (b) 295,000 31,444,050 
  98,429,050 
Road & Rail - 2.4%   
Genesee & Wyoming, Inc. Class A (c) 1,300,000 64,454,000 
Trading Companies & Distributors - 1.5%   
WESCO International, Inc. (b)(c) 960,033 38,766,133 
TOTAL INDUSTRIALS  344,526,103 
INFORMATION TECHNOLOGY - 11.3%   
Electronic Equipment & Components - 5.7%   
Ingram Micro, Inc. Class A 1,800,000 50,760,000 
SYNNEX Corp. 527,200 44,258,440 
Tech Data Corp. (c) 900,000 56,160,000 
  151,178,440 
Internet Software & Services - 3.2%   
Cimpress NV (b)(c) 528,100 41,466,412 
j2 Global, Inc. 574,300 41,642,493 
  83,108,905 
IT Services - 1.7%   
CACI International, Inc. Class A (c) 540,400 44,891,028 
Software - 0.7%   
SS&C Technologies Holdings, Inc. 300,000 19,287,000 
TOTAL INFORMATION TECHNOLOGY  298,465,373 
MATERIALS - 3.5%   
Containers & Packaging - 2.7%   
Silgan Holdings, Inc. 1,370,000 72,431,900 
Metals & Mining - 0.8%   
Compass Minerals International, Inc. 290,052 21,710,392 
TOTAL MATERIALS  94,142,292 
UTILITIES - 4.5%   
Electric Utilities - 4.5%   
El Paso Electric Co. 1,524,121 62,382,273 
IDACORP, Inc. 822,000 57,202,980 
  119,585,253 
TOTAL COMMON STOCKS   
(Cost $2,511,983,311)  2,632,917,022 
Money Market Funds - 5.0%   
Fidelity Cash Central Fund, 0.38% (d) 7,686,167 7,686,167 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 124,346,925 124,346,925 
TOTAL MONEY MARKET FUNDS   
(Cost $132,033,092)  132,033,092 
TOTAL INVESTMENT PORTFOLIO - 104.4%   
(Cost $2,644,016,403)  2,764,950,114 
NET OTHER ASSETS (LIABILITIES) - (4.4)%  (117,765,989) 
NET ASSETS - 100%  $2,647,184,125 

Legend

 (a) Affiliated company

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

 (c) Non-income producing

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $25,747 
Fidelity Securities Lending Cash Central Fund 917,702 
Total $943,449 

Other Affiliated Issuers

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

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Civitas Solutions, Inc. $66,136,343 $-- $13,660,090 $-- $58,992,642 
Hibbett Sports, Inc. 11,341,950 55,985,079 2,178,105 -- 52,279,296 
Rouse Properties, Inc. 76,560,000 -- 23,770,281 438,063 52,500,000 
Standard Motor Products, Inc. 43,273,318 -- -- 354,990 44,148,960 
Universal Corp. 68,930,035 4,859,141 -- 1,373,651 71,599,920 
Total $266,241,646 $60,844,220 $39,608,476 $2,166,704 $279,520,818 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $318,634,034 $318,634,034 $-- $-- 
Consumer Staples 89,149,920 89,149,920 -- -- 
Energy 124,553,093 124,553,093 -- -- 
Financials 1,068,592,189 1,014,213,543 54,378,646 -- 
Health Care 175,268,765 155,251,045 20,017,720 -- 
Industrials 344,526,103 344,526,103 -- -- 
Information Technology 298,465,373 298,465,373 -- -- 
Materials 94,142,292 94,142,292 -- -- 
Utilities 119,585,253 119,585,253 -- -- 
Money Market Funds 132,033,092 132,033,092 -- -- 
Total Investments in Securities: $2,764,950,114 $2,690,553,748 $74,396,366 $-- 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total 
Level 1 to Level 2 $76,991,539 
Level 2 to Level 1 $0 

Other Information

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

United States of America 85.8% 
Bermuda 4.6% 
Switzerland 2.4% 
Bailiwick of Jersey 2.0% 
Netherlands 1.6% 
Canada 1.5% 
United Kingdom 1.4% 
Others (Individually Less Than 1%) 0.7% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $126,372,798) — See accompanying schedule:
Unaffiliated issuers (cost $2,257,670,042) 
$2,353,396,204  
Fidelity Central Funds (cost $132,033,092) 132,033,092  
Other affiliated issuers (cost $254,313,269) 279,520,818  
Total Investments (cost $2,644,016,403)  $2,764,950,114 
Receivable for investments sold  46,449,057 
Receivable for fund shares sold  2,104,092 
Dividends receivable  1,972,351 
Distributions receivable from Fidelity Central Funds  184,289 
Prepaid expenses  4,733 
Other receivables  7,953 
Total assets  2,815,672,589 
Liabilities   
Payable for investments purchased $36,727,025  
Payable for fund shares redeemed 4,651,132  
Accrued management fee 2,025,863  
Distribution and service plan fees payable 122,582  
Other affiliated payables 582,300  
Other payables and accrued expenses 32,637  
Collateral on securities loaned, at value 124,346,925  
Total liabilities  168,488,464 
Net Assets  $2,647,184,125 
Net Assets consist of:   
Paid in capital  $2,404,244,806 
Undistributed net investment income  1,931,109 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  120,075,104 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  120,933,106 
Net Assets  $2,647,184,125 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($202,645,428 ÷ 12,830,231 shares)  $15.79 
Maximum offering price per share (100/94.25 of $15.79)  $16.75 
Class T:   
Net Asset Value and redemption price per share ($79,395,746 ÷ 5,128,305 shares)  $15.48 
Maximum offering price per share (100/96.50 of $15.48)  $16.04 
Class B:   
Net Asset Value and offering price per share ($2,463,431 ÷ 168,841 shares)(a)  $14.59 
Class C:   
Net Asset Value and offering price per share ($55,258,599 ÷ 3,778,811 shares)(a)  $14.62 
Small Cap Value:   
Net Asset Value, offering price and redemption price per share ($1,973,618,546 ÷ 122,989,122 shares)  $16.05 
Class I:   
Net Asset Value, offering price and redemption price per share ($333,802,375 ÷ 20,796,332 shares)  $16.05 

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


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


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends (including $2,166,704 earned from other affiliated issuers)  $25,160,403 
Income from Fidelity Central Funds  943,449 
Total income  26,103,852 
Expenses   
Management fee   
Basic fee $9,619,395  
Performance adjustment 3,197,803  
Transfer agent fees 3,125,757  
Distribution and service plan fees 809,143  
Accounting and security lending fees 416,808  
Custodian fees and expenses 14,720  
Independent trustees' compensation 6,108  
Registration fees 99,766  
Audit 33,967  
Legal 5,172  
Miscellaneous 7,530  
Total expenses before reductions 17,336,169  
Expense reductions (18,541) 17,317,628 
Net investment income (loss)  8,786,224 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 159,265,356  
Other affiliated issuers 5,363,625  
Foreign currency transactions (26,557)  
Total net realized gain (loss)  164,602,424 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(400,477,145)  
Assets and liabilities in foreign currencies (606)  
Total change in net unrealized appreciation (depreciation)  (400,477,751) 
Net gain (loss)  (235,875,327) 
Net increase (decrease) in net assets resulting from operations  $(227,089,103) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $8,786,224 $20,225,902 
Net realized gain (loss) 164,602,424 285,516,597 
Change in net unrealized appreciation (depreciation) (400,477,751) 14,012,997 
Net increase (decrease) in net assets resulting from operations (227,089,103) 319,755,496 
Distributions to shareholders from net investment income (21,953,606) (9,146,893) 
Distributions to shareholders from net realized gain (264,174,606) (322,480,172) 
Total distributions (286,128,212) (331,627,065) 
Share transactions - net increase (decrease) 351,373,003 (16,898,248) 
Redemption fees 94,271 149,785 
Total increase (decrease) in net assets (161,750,041) (28,620,032) 
Net Assets   
Beginning of period 2,808,934,166 2,837,554,198 
End of period (including undistributed net investment income of $1,931,109 and undistributed net investment income of $15,098,491, respectively) $2,647,184,125 $2,808,934,166 

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


Financial Highlights — Fidelity Small Cap Value Fund Class A

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.14 $19.29 $19.96 $14.86 $15.48 $13.45 
Income from Investment Operations       
Net investment income (loss)A .04 .10B .03 .07 .01 .01C 
Net realized and unrealized gain (loss) (1.54) 2.01 1.24 5.57 .30 2.22 
Total from investment operations (1.50) 2.11 1.27 5.64 .31 2.23 
Distributions from net investment income (.11) (.02) (.01) (.07) (.01) (.08) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.12) 
Total distributions (1.85)D (2.26)E (1.94) (.54) (.93)F (.20) 
Redemption fees added to paid in capitalA,G – – – – – – 
Net asset value, end of period $15.79 $19.14 $19.29 $19.96 $14.86 $15.48 
Total ReturnH,I,J (8.30)% 11.86% 6.83% 39.09% 3.24% 16.72% 
Ratios to Average Net AssetsK,L       
Expenses before reductions 1.44%M 1.42% 1.36% 1.36% 1.44% 1.44% 
Expenses net of fee waivers, if any 1.44%M 1.39% 1.35% 1.36% 1.44% 1.43% 
Expenses net of all reductions 1.44%M 1.39% 1.34% 1.36% 1.44% 1.43% 
Net investment income (loss) .46%M .52%B .13% .41% .09% .06%C 
Supplemental Data       
Net assets, end of period (000 omitted) $202,645 $235,844 $258,183 $275,265 $150,285 $140,707 
Portfolio turnover rateN 33 %M 34% 26%O 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .26%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31) %.

 D Total distributions of $1.85 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $1.747 per share.

 E Total distributions of $2.26 per share is comprised of distributions from net investment income of $.016 and distributions from net realized gain of $2.248 per share.

 F Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

 G Amount represents less than $.005 per share.

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

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

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

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

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

 M Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class T

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.78 $18.98 $19.70 $14.70 $15.34 $13.34 
Income from Investment Operations       
Net investment income (loss)A .02 .05B (.02) .03 (.02) (.03)C 
Net realized and unrealized gain (loss) (1.51) 1.98 1.23 5.50 .31 2.20 
Total from investment operations (1.49) 2.03 1.21 5.53 .29 2.17 
Distributions from net investment income (.06) – – (.06) – (.05) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.81) (2.23) (1.93) (.53) (.93) (.17) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $15.48 $18.78 $18.98 $19.70 $14.70 $15.34 
Total ReturnE,F,G (8.42)% 11.58% 6.58% 38.70% 3.08% 16.36% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.68%J 1.67% 1.61% 1.60% 1.67% 1.70% 
Expenses net of fee waivers, if any 1.68%J 1.64% 1.59% 1.60% 1.67% 1.69% 
Expenses net of all reductions 1.68%J 1.63% 1.59% 1.59% 1.67% 1.69% 
Net investment income (loss) .21%J .27%B (.11)% .18% (.14)% (.19)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $79,396 $91,716 $100,975 $107,444 $57,514 $55,845 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class B

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $17.79 $18.18 $19.06 $14.27 $15.00 $13.08 
Income from Investment Operations       
Net investment income (loss)A (.03) (.06)B (.13) (.06) (.09) (.10)C 
Net realized and unrealized gain (loss) (1.42) 1.90 1.18 5.34 .29 2.15 
Total from investment operations (1.45) 1.84 1.05 5.28 .20 2.05 
Distributions from net investment income – – – (.02) – (.01) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.75) (2.23) (1.93) (.49) (.93) (.13) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $14.59 $17.79 $18.18 $19.06 $14.27 $15.00 
Total ReturnE,F,G (8.68)% 10.94% 5.92% 38.07% 2.51% 15.80% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.28%J 2.25% 2.18% 2.15% 2.19% 2.20% 
Expenses net of fee waivers, if any 2.27%J 2.23% 2.17% 2.15% 2.19% 2.19% 
Expenses net of all reductions 2.27%J 2.22% 2.16% 2.14% 2.19% 2.19% 
Net investment income (loss) (.38)%J (.32)%B (.69)% (.37)% (.66)% (.69)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $2,463 $3,473 $4,808 $7,052 $6,675 $8,549 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.58) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class C

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $17.82 $18.19 $19.06 $14.28 $15.01 $13.08 
Income from Investment Operations       
Net investment income (loss)A (.02) (.04)B (.12) (.06) (.09) (.10)C 
Net realized and unrealized gain (loss) (1.43) 1.90 1.18 5.34 .29 2.17 
Total from investment operations (1.45) 1.86 1.06 5.28 .20 2.07 
Distributions from net investment income – – – (.03) – (.02) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.75) (2.23) (1.93) (.50) (.93) (.14) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $14.62 $17.82 $18.19 $19.06 $14.28 $15.01 
Total ReturnE,F,G (8.67)% 11.05% 5.97% 38.00% 2.52% 15.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.20%J 2.19% 2.12% 2.13% 2.19% 2.18% 
Expenses net of fee waivers, if any 2.20%J 2.16% 2.11% 2.13% 2.19% 2.18% 
Expenses net of all reductions 2.20%J 2.15% 2.10% 2.12% 2.19% 2.18% 
Net investment income (loss) (.30)%J (.25)%B (.63)% (.35)% (.66)% (.68)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $55,259 $64,928 $70,541 $76,018 $47,265 $47,457 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.51) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.45 $19.57 $20.22 $15.05 $15.62 $13.56 
Income from Investment Operations       
Net investment income (loss)A .06 .15B .08 .12 .06 .06C 
Net realized and unrealized gain (loss) (1.56) 2.05 1.26 5.63 .32 2.23 
Total from investment operations (1.50) 2.20 1.34 5.75 .38 2.29 
Distributions from net investment income (.15) (.07) (.06) (.11) (.02) (.10) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.13) 
Total distributions (1.90) (2.32) (1.99) (.58) (.95) (.23) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $16.05 $19.45 $19.57 $20.22 $15.05 $15.62 
Total ReturnE,F (8.18)% 12.18% 7.12% 39.45% 3.67% 17.03% 
Ratios to Average Net AssetsG,H       
Expenses before reductions 1.21%I 1.15% 1.08% 1.07% 1.13% 1.13% 
Expenses net of fee waivers, if any 1.21%I 1.12% 1.06% 1.07% 1.13% 1.13% 
Expenses net of all reductions 1.21%I 1.12% 1.06% 1.06% 1.13% 1.13% 
Net investment income (loss) .69%I .78%B .41% .71% .41% .37%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,973,619 $2,036,157 $2,060,546 $2,672,854 $1,756,962 $1,899,805 
Portfolio turnover rateJ 33 %I 34% 26%K 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01) %.

 D Amount represents less than $.005 per share.

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

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

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

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

 I Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class I

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.45 $19.57 $20.23 $15.05 $15.63 $13.58 
Income from Investment Operations       
Net investment income (loss)A .06 .15B .08 .12 .06 .06C 
Net realized and unrealized gain (loss) (1.56) 2.05 1.25 5.65 .31 2.23 
Total from investment operations (1.50) 2.20 1.33 5.77 .37 2.29 
Distributions from net investment income (.16) (.07) (.06) (.12) (.02) (.11) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.13) 
Total distributions (1.90)D (2.32) (1.99) (.59) (.95) (.24) 
Redemption fees added to paid in capitalA,E – – – – – – 
Net asset value, end of period $16.05 $19.45 $19.57 $20.23 $15.05 $15.63 
Total ReturnF,G (8.17)% 12.17% 7.08% 39.54% 3.59% 17.02% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.17%J 1.15% 1.09% 1.07% 1.14% 1.10% 
Expenses net of fee waivers, if any 1.17%J 1.12% 1.07% 1.07% 1.14% 1.10% 
Expenses net of all reductions 1.17%J 1.12% 1.07% 1.06% 1.14% 1.10% 
Net investment income (loss) .73%J .79%B .40% .70% .39% .39%C 
Supplemental Data       
Net assets, end of period (000 omitted) $333,802 $376,817 $342,500 $359,582 $138,981 $101,565 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

 D Total distributions of $1.90 per share is comprised of distributions from net investment income of $.157 and distributions from net realized gain of $1.747 per share.

 E Amount represents less than $.005 per share.

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

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

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

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

 J Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value and Class I shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund's other share classes are also closed to new accounts with certain exceptions. 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.

During the period, the Board of Trustees approved the conversion of all existing Class B shares into Class A shares, effective on or about July 1, 2016, regardless of the length of times shares have been held.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $387,748,822 
Gross unrealized depreciation (267,041,047) 
Net unrealized appreciation (depreciation) on securities $120,707,775 
Tax cost $2,644,242,339 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $544,684,068 and $458,614,173, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .93% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $276,222 $– 
Class T .25% .25% 215,804 – 
Class B .75% .25% 14,877 11,158 
Class C .75% .25% 302,240 – 
   $809,143 $11,158 

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

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

 Retained
by FDC 
Class A $3,343 
Class T 1,558 
Class B(a) 600 
Class C(a) 175 
 $5,676 

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


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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $240,091 .22 
Class T 91,163 .21 
Class B 4,520 .30 
Class C 69,338 .23 
Small Cap Value 2,371,533 .23 
Class I 349,112 .20 
 $3,125,757  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $12,094 for the period.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,860 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $142,275. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $917,702, including $1,535 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $8,582 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expense by $110.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $9,849.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Class A $1,294,370 $207,059 
Class T 298,011 – 
Small Cap Value 17,252,984 7,655,420 
Class I 3,108,241 1,284,414 
Total $21,953,606 $9,146,893 
From net realized gain   
Class A $21,315,531 $29,002,450 
Class T 8,511,334 11,758,984 
Class B 317,311 573,044 
Class C 6,297,703 8,461,258 
Small Cap Value 193,461,328 233,242,234 
Class I 34,271,399 39,442,202 
Total $264,174,606 $322,480,172 

10. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 975,320 1,619,679 $16,612,607 $30,035,137 
Reinvestment of distributions 1,320,026 1,578,405 22,234,691 28,466,035 
Shares redeemed (1,786,996) (4,261,712) (30,317,795) (79,564,907) 
Net increase (decrease) 508,350 (1,063,628) $8,529,503 $(21,063,735) 
Class T     
Shares sold 310,224 599,331 $5,203,698 $10,911,777 
Reinvestment of distributions 527,842 655,613 8,714,816 11,618,861 
Shares redeemed (594,533) (1,691,524) (9,865,736) (30,859,052) 
Net increase (decrease) 243,533 (436,580) $4,052,778 $(8,328,414) 
Class B     
Shares sold 2,263 5,056 $34,845 $89,676 
Reinvestment of distributions 19,426 31,870 302,868 537,830 
Shares redeemed (48,105) (106,178) (758,742) (1,834,363) 
Net increase (decrease) (26,416) (69,252) $(421,029) $(1,206,857) 
Class C     
Shares sold 125,591 167,565 $1,958,139 $2,897,201 
Reinvestment of distributions 367,680 447,025 5,744,375 7,553,140 
Shares redeemed (358,789) (847,704) (5,654,174) (14,671,382) 
Net increase (decrease) 134,482 (233,114) $2,048,340 $(4,221,041) 
Small Cap Value     
Shares sold 18,049,566 13,163,441 $309,409,636 $248,872,334 
Reinvestment of distributions 11,459,014 12,098,173 196,112,754 221,448,638 
Shares redeemed (11,230,058) (25,848,809) (192,654,407) (487,056,437) 
Net increase (decrease) 18,278,522 (587,195) $312,867,983 $(16,735,465) 
Class I     
Shares sold 1,966,371 4,194,067 $33,969,215 $79,803,869 
Reinvestment of distributions 1,907,860 1,996,970 32,653,194 36,554,847 
Shares redeemed (2,451,782) (4,316,971) (42,326,981) (81,701,452) 
Net increase (decrease) 1,422,449 1,874,066 $24,295,428 $34,657,264 

11. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.44%    
Actual  $1,000.00 $917.00 $6.94 
Hypothetical-C  $1,000.00 $1,017.90 $7.30 
Class T 1.68%    
Actual  $1,000.00 $915.80 $8.09 
Hypothetical-C  $1,000.00 $1,016.69 $8.52 
Class B 2.27%    
Actual  $1,000.00 $913.20 $10.92 
Hypothetical-C  $1,000.00 $1,013.72 $11.49 
Class C 2.20%    
Actual  $1,000.00 $913.30 $10.58 
Hypothetical-C  $1,000.00 $1,014.08 $11.14 
Small Cap Value 1.21%    
Actual  $1,000.00 $918.20 $5.83 
Hypothetical-C  $1,000.00 $1,019.05 $6.14 
Class I 1.17%    
Actual  $1,000.00 $918.30 $5.64 
Hypothetical-C  $1,000.00 $1,019.25 $5.94 

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

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

 C 5% return per year before expenses






Fidelity Investments

ASCVI-SANN-0316
1.803749.112


Fidelity® OTC Portfolio
Class K



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc. 5.4 9.2 
Alphabet, Inc. Class A 5.3 3.9 
Amazon.com, Inc. 4.6 5.7 
Activision Blizzard, Inc. 4.4 2.7 
Facebook, Inc. Class A 4.2 2.8 
Alphabet, Inc. Class C 4.0 4.0 
Microsoft Corp. 4.0 3.5 
Tesla Motors, Inc. 3.4 1.9 
NVIDIA Corp. 3.0 1.8 
athenahealth, Inc. 2.8 2.4 
 41.1  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 50.1 47.2 
Health Care 19.8 20.9 
Consumer Discretionary 16.6 16.6 
Consumer Staples 4.9 6.4 
Financials 4.7 4.0 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 96.6% 
   Convertible Securities 3.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 7.8%


As of July 31, 2015* 
   Stocks 97.4% 
   Convertible Securities 2.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.2% 


 * Foreign investments - 9.6%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.6%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 16.2%   
Automobiles - 3.4%   
Tesla Motors, Inc. (a)(b) 2,148,099 $410,717 
Diversified Consumer Services - 0.2%   
2U, Inc. (a)(b) 1,118,041 22,573 
Hotels, Restaurants & Leisure - 1.6%   
Buffalo Wild Wings, Inc. (a) 218,900 33,338 
Chipotle Mexican Grill, Inc. (a) 94,500 42,806 
Intrawest Resorts Holdings, Inc. (a) 726,835 6,113 
Panera Bread Co. Class A (a) 130,300 25,278 
Starbucks Corp. 1,289,420 78,358 
Vail Resorts, Inc. 85,500 10,688 
  196,581 
Internet & Catalog Retail - 7.1%   
Amazon.com, Inc. (a) 928,398 544,970 
Etsy, Inc. (b) 1,870,275 14,513 
Groupon, Inc. Class A (a)(b)(c) 62,409,181 169,753 
Netflix, Inc. (a) 126,200 11,590 
Wayfair LLC Class A (a)(b) 2,482,768 112,221 
  853,047 
Media - 2.3%   
Altice NV (a) 1,015,500 14,379 
Charter Communications, Inc. Class A (a)(b) 1,025,300 175,695 
Liberty Global PLC:   
Class A (a) 1,860,400 64,016 
LiLAC Class A (a) 23,980 844 
Twenty-First Century Fox, Inc. Class A 837,400 22,585 
  277,519 
Specialty Retail - 0.5%   
Ross Stores, Inc. 1,001,900 56,367 
Textiles, Apparel & Luxury Goods - 1.1%   
lululemon athletica, Inc. (a)(b) 1,091,146 67,727 
Ralph Lauren Corp. 551,500 62,044 
  129,771 
TOTAL CONSUMER DISCRETIONARY  1,946,575 
CONSUMER STAPLES - 4.8%   
Beverages - 0.5%   
Monster Beverage Corp. 431,400 58,252 
Food & Staples Retailing - 3.2%   
Costco Wholesale Corp. 1,566,350 236,707 
Sprouts Farmers Market LLC (a) 501,000 11,423 
Walgreens Boots Alliance, Inc. 1,701,200 135,620 
  383,750 
Food Products - 1.1%   
Mondelez International, Inc. 3,184,400 137,248 
TOTAL CONSUMER STAPLES  579,250 
ENERGY - 0.4%   
Energy Equipment & Services - 0.1%   
Oceaneering International, Inc. 319,700 10,822 
Oil, Gas & Consumable Fuels - 0.3%   
Anadarko Petroleum Corp. 407,800 15,941 
Diamondback Energy, Inc. 111,100 8,394 
EOG Resources, Inc. 194,900 13,842 
  38,177 
TOTAL ENERGY  48,999 
FINANCIALS - 4.4%   
Banks - 2.9%   
Bank of America Corp. 3,897,600 55,112 
Citigroup, Inc. 1,526,000 64,977 
Commerce Bancshares, Inc. 784,189 32,254 
Fifth Third Bancorp 515,900 8,151 
Huntington Bancshares, Inc. 1,784,000 15,307 
JPMorgan Chase & Co. 811,400 48,278 
Signature Bank (a) 261,300 36,410 
UMB Financial Corp. 531,500 24,927 
Wells Fargo & Co. 1,324,900 66,550 
  351,966 
Capital Markets - 0.4%   
Carlyle Group LP 630,500 8,625 
Northern Trust Corp. 537,600 33,374 
  41,999 
Consumer Finance - 1.1%   
Capital One Financial Corp. 1,407,400 92,354 
LendingClub Corp. (a)(b) 5,370,400 39,634 
  131,988 
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Class A (d) 29,911 1,501 
TOTAL FINANCIALS  527,454 
HEALTH CARE - 19.3%   
Biotechnology - 15.0%   
Acceleron Pharma, Inc. (a) 262,300 8,053 
Aduro Biotech, Inc. (e) 1,938,567 28,070 
Alexion Pharmaceuticals, Inc. (a) 1,132,389 165,250 
Alkermes PLC (a) 1,053,536 33,724 
Alnylam Pharmaceuticals, Inc. (a) 138,100 9,521 
Amgen, Inc. 875,400 133,700 
Anacor Pharmaceuticals, Inc. (a) 825,300 62,005 
Array BioPharma, Inc. (a)(b) 2,200,963 6,801 
Avalanche Biotechnologies, Inc. (a) 988,352 5,930 
BioCryst Pharmaceuticals, Inc. (a) 2,815,264 19,622 
Biogen, Inc. (a) 798,700 218,093 
BioMarin Pharmaceutical, Inc. (a) 1,773,956 131,308 
bluebird bio, Inc. (a) 164,013 6,784 
Blueprint Medicines Corp. (b) 382,300 6,010 
Celgene Corp. (a) 693,100 69,532 
Celldex Therapeutics, Inc. (a)(b) 1,273,285 10,568 
Cellectis SA sponsored ADR 371,100 8,298 
Chiasma, Inc. (a)(b) 349,820 3,603 
Chimerix, Inc. (a) 54,700 421 
Coherus BioSciences, Inc. (a)(b) 809,715 10,737 
CytomX Therapeutics, Inc. 244,269 3,646 
CytomX Therapeutics, Inc. (a)(b) 517,300 8,127 
Dicerna Pharmaceuticals, Inc. (a) 327,980 2,152 
Galapagos Genomics NV sponsored ADR (b) 554,000 27,102 
Genocea Biosciences, Inc. (a) 845,070 2,628 
Gilead Sciences, Inc. 2,516,599 208,878 
Heron Therapeutics, Inc. (a)(b) 428,983 9,004 
Intercept Pharmaceuticals, Inc. (a) 314,519 33,411 
Ionis Pharmaceuticals, Inc. (a) 148,537 5,783 
Ironwood Pharmaceuticals, Inc. Class A (a) 3,140,542 28,987 
Juno Therapeutics, Inc. (a)(b) 60,124 1,658 
Karyopharm Therapeutics, Inc. (a)(b) 614,200 3,820 
Lion Biotechnologies, Inc. (a)(b)(c) 2,913,500 17,452 
Medivation, Inc. (a) 490,000 16,023 
Neurocrine Biosciences, Inc. (a) 976,100 41,533 
Novavax, Inc. (a)(b) 10,970,600 56,499 
OvaScience, Inc. (a)(b) 981,623 5,546 
Portola Pharmaceuticals, Inc. (a)(c) 2,842,407 93,885 
ProNai Therapeutics, Inc. (a) 193,200 1,600 
Puma Biotechnology, Inc. (a)(b) 743,687 31,041 
Regeneron Pharmaceuticals, Inc. (a) 208,400 87,547 
Sage Therapeutics, Inc. (a) 15,800 531 
Seattle Genetics, Inc. (a)(b) 1,594,486 52,586 
Spark Therapeutics, Inc. (b) 268,480 7,563 
TESARO, Inc. (a) 462,000 15,957 
Trevena, Inc. (a)(c) 3,326,521 24,217 
Ultragenyx Pharmaceutical, Inc. (a) 401,496 22,544 
uniQure B.V. (a)(b) 302,200 5,509 
Versartis, Inc. (a)(b) 459,286 5,116 
Vertex Pharmaceuticals, Inc. (a) 382,600 34,721 
XOMA Corp. (a)(b) 1,194,513 1,206 
  1,794,302 
Health Care Equipment & Supplies - 0.5%   
IDEXX Laboratories, Inc. (a) 393,804 27,621 
Novadaq Technologies, Inc. (a) 2,613,956 28,780 
  56,401 
Health Care Providers & Services - 0.3%   
Accretive Health, Inc. (a)(b)(c) 6,962,302 18,241 
Diplomat Pharmacy, Inc. (a)(b) 574,900 15,643 
  33,884 
Health Care Technology - 3.0%   
athenahealth, Inc. (a)(b)(c) 2,376,613 337,004 
Castlight Health, Inc. Class B (a)(b) 63,800 211 
Veeva Systems, Inc. Class A (a)(b) 939,100 22,632 
  359,847 
Pharmaceuticals - 0.5%   
Achaogen, Inc. (a)(b) 805,700 2,917 
Flex Pharma, Inc. 376,179 3,130 
GW Pharmaceuticals PLC ADR (a) 127,027 6,372 
Innoviva, Inc. 78 
Intra-Cellular Therapies, Inc. (a) 324,200 12,021 
Jazz Pharmaceuticals PLC (a) 133,600 17,200 
Relypsa, Inc. (a)(b) 518,000 9,759 
The Medicines Company (a) 297,800 10,292 
  61,692 
TOTAL HEALTH CARE  2,306,126 
INDUSTRIALS - 3.2%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Class A (d) 110,610 9,844 
Airlines - 0.0%   
Wheels Up Partners Holdings LLC Series B unit (d)(f) 1,760,377 5,000 
Commercial Services & Supplies - 0.2%   
Regus PLC 887,884 3,753 
Stericycle, Inc. (a) 150,300 18,089 
  21,842 
Electrical Equipment - 2.2%   
SolarCity Corp. (a)(b)(c) 7,218,748 257,348 
Professional Services - 0.1%   
TriNet Group, Inc. (a) 629,437 9,316 
Road & Rail - 0.6%   
J.B. Hunt Transport Services, Inc. 1,012,480 73,607 
TOTAL INDUSTRIALS  376,957 
INFORMATION TECHNOLOGY - 48.2%   
Communications Equipment - 1.1%   
Cisco Systems, Inc. 98,400 2,341 
Qualcomm, Inc. 2,782,153 126,143 
  128,484 
Electronic Equipment & Components - 0.3%   
Fitbit, Inc. (b) 2,337,056 38,795 
Internet Software & Services - 16.5%   
Alphabet, Inc.:   
Class A 829,627 631,637 
Class C 651,869 484,306 
Criteo SA sponsored ADR (a)(b) 5,430,471 160,633 
Dropbox, Inc. (a)(d) 331,524 3,992 
Facebook, Inc. Class A (a) 4,494,938 504,377 
GoDaddy, Inc. (a) 826,100 25,188 
Marketo, Inc. (a) 1,016,778 19,329 
New Relic, Inc. (a)(b) 1,000,196 28,226 
Opower, Inc. (a) 157,056 1,335 
Rackspace Hosting, Inc. (a) 4,996,030 100,970 
Shopify, Inc. Class A 19,200 446 
Wix.com Ltd. (a)(b) 868,336 17,731 
  1,978,170 
IT Services - 1.2%   
Cognizant Technology Solutions Corp. Class A (a) 1,430,000 90,533 
PayPal Holdings, Inc. (a) 1,300,700 47,007 
Sabre Corp. 136,900 3,506 
Square, Inc. (a)(b) 483,500 4,240 
  145,286 
Semiconductors & Semiconductor Equipment - 7.5%   
Avago Technologies Ltd. 683,100 91,337 
Broadcom Corp. Class A 50,600 2,766 
Cirrus Logic, Inc. (a) 676,030 23,472 
Marvell Technology Group Ltd. 5,136,900 45,462 
Micron Technology, Inc. (a) 13,947,700 153,843 
NVIDIA Corp. 12,240,461 358,523 
NXP Semiconductors NV (a) 1,093,600 81,779 
Qorvo, Inc. (a) 1,718,600 68,057 
SolarEdge Technologies, Inc. (b)(c) 2,437,000 68,894 
  894,133 
Software - 14.7%   
Activision Blizzard, Inc. 15,072,239 524,815 
GameLoft SE (a)(b)(c) 7,537,787 41,371 
HubSpot, Inc. (a) 883,980 35,881 
Interactive Intelligence Group, Inc. (a) 211,287 5,046 
Microsoft Corp. 8,669,039 477,577 
NetSuite, Inc. (a)(b) 574,700 39,867 
Paylocity Holding Corp. (a) 345,500 10,752 
Salesforce.com, Inc. (a) 2,162,220 147,161 
Ubisoft Entertainment SA (a)(c) 10,178,905 279,592 
Workday, Inc. Class A (a) 1,206,800 76,040 
Xero Ltd. (a)(b) 628,814 6,837 
Zendesk, Inc. (a)(c) 5,252,784 115,614 
  1,760,553 
Technology Hardware, Storage & Peripherals - 6.9%   
Apple, Inc. 6,658,620 648,145 
Nimble Storage, Inc. (a) 2,124,508 13,958 
Pure Storage, Inc.:   
Class A (a)(b) 118,400 1,540 
Class B 184,982 2,286 
Western Digital Corp. 3,424,800 164,322 
  830,251 
TOTAL INFORMATION TECHNOLOGY  5,775,672 
TELECOMMUNICATION SERVICES - 0.1%   
Diversified Telecommunication Services - 0.1%   
Cogent Communications Group, Inc. 252,500 8,436 
TOTAL COMMON STOCKS   
(Cost $10,211,607)  11,569,469 
Convertible Preferred Stocks - 3.3%   
CONSUMER DISCRETIONARY - 0.4%   
Diversified Consumer Services - 0.0%   
Handy Technologies, Inc. Series C (d) 415,643 2,212 
Household Durables - 0.3%   
Roku, Inc.:   
Series F, 8.00% (a)(d) 16,562,507 25,322 
Series G, 8.00% (a)(d) 3,185,945 4,871 
Series H (d) 1,931,947 2,954 
  33,147 
Internet & Catalog Retail - 0.1%   
One Kings Lane, Inc. Series E (a)(d) 648,635 2,990 
The Honest Co., Inc. Series D (d) 75,268 3,444 
  6,434 
Media - 0.0%   
Turn, Inc. Series E (a)(d) 1,199,041 4,137 
TOTAL CONSUMER DISCRETIONARY  45,930 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
Blue Apron, Inc. Series D (d) 866,669 12,047 
FINANCIALS - 0.3%   
Real Estate Management & Development - 0.3%   
Redfin Corp. Series G (a)(d) 6,064,833 20,257 
WeWork Companies, Inc. Series E (d) 269,198 13,512 
  33,769 
HEALTH CARE - 0.5%   
Biotechnology - 0.2%   
23andMe, Inc. Series E (d) 1,817,170 17,172 
Editas Medicine, Inc. Series B (d) 176,244 2,538 
Gensight Biologics Series B (d) 270,022 1,344 
Intellia Therapeutics, Inc. Series B (d) 402,664 2,114 
Jounce Therapeutics, Inc. Series B (d) 2,212,389 3,040 
Ovid Therapeutics, Inc. Series B (d) 314,408 1,170 
  27,378 
Health Care Providers & Services - 0.3%   
Mulberry Health, Inc. Series A8 (d) 4,342,250 29,331 
TOTAL HEALTH CARE  56,709 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (d) 62,037 5,521 
Professional Services - 0.0%   
YourPeople, Inc. Series C (d) 335,546 2,319 
TOTAL INDUSTRIALS  7,840 
INFORMATION TECHNOLOGY - 1.9%   
Internet Software & Services - 1.2%   
Jet.Com, Inc. Series B1 (d) 4,896,249 24,422 
Pinterest, Inc. Series G, 8.00% (d) 27,858 1,053 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(d) 2,256,164 110,038 
Series E, 8.00% (a)(d) 150,072 7,319 
  142,832 
IT Services - 0.2%   
AppNexus, Inc. Series E (a)(d) 1,416,796 22,683 
Nutanix, Inc. Series E (a)(d) 311,503 3,863 
  26,546 
Software - 0.5%   
Bracket Computing, Inc. Series C (d) 1,877,241 14,766 
Cloudera, Inc. Series F (a)(d) 126,709 4,160 
Cloudflare, Inc. Series D (a)(d) 395,787 1,935 
Dataminr, Inc. Series D (d) 2,219,446 17,616 
Delphix Corp. Series D (d) 427,177 2,136 
Snapchat, Inc. Series F (d) 32,552 838 
Taboola.Com Ltd. Series E (a)(d) 1,918,392 15,577 
Twilio, Inc. Series E (d) 351,811 4,531 
  61,559 
TOTAL INFORMATION TECHNOLOGY  230,937 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series D (d) 1,220,504 6,896 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $349,539)  394,128 
Money Market Funds - 6.3%   
Fidelity Cash Central Fund, 0.38% (g) 53,239,744 53,240 
Fidelity Securities Lending Cash Central Fund, 0.42% (g)(h) 704,512,730 704,513 
TOTAL MONEY MARKET FUNDS   
(Cost $757,753)  757,753 
TOTAL INVESTMENT PORTFOLIO - 106.2%   
(Cost $11,318,899)  12,721,350 
NET OTHER ASSETS (LIABILITIES) - (6.2)%  (737,966) 
NET ASSETS - 100%  $11,983,384 

Legend

 (a) Non-income producing

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

 (c) Affiliated company

 (d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $414,465,000 or 3.5% of net assets.

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $28,070,000 or 0.2% of net assets.

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

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
23andMe, Inc. Series E 6/18/15 $19,675 
Altiostar Networks, Inc. Series D 1/7/15 $15,000 
AppNexus, Inc. Series E 8/1/14 - 9/17/14 $28,382 
Blue Apron, Inc. Series D 5/18/15 $11,550 
Bracket Computing, Inc. Series C 9/9/15 $14,766 
Cloudera, Inc. Series F 2/5/14 $1,845 
Cloudflare, Inc. Series D 11/5/14 $2,424 
Dataminr, Inc. Series D 2/18/15 - 3/6/15 $28,298 
Delphix Corp. Series D 7/10/15 $3,845 
Dropbox, Inc. 5/2/12 $3,000 
Editas Medicine, Inc. Series B 8/4/15 $2,062 
Gensight Biologics Series B 7/2/15 $2,081 
Handy Technologies, Inc. Series C 10/14/15 $2,436 
Intellia Therapeutics, Inc. Series B 8/20/15 $2,114 
Jet.Com, Inc. Series B1 11/24/15 $24,422 
Jounce Therapeutics, Inc. Series B 4/17/15 $5,000 
Mulberry Health, Inc. Series A8 1/20/16 $29,331 
Nutanix, Inc. Series E 8/26/14 $4,173 
One Kings Lane, Inc. Series E 1/29/14 $10,000 
Ovid Therapeutics, Inc. Series B 8/10/15 $1,959 
Pinterest, Inc. Series G, 8.00% 2/27/15 $1,000 
Redfin Corp. Series G 12/16/14 $20,000 
Roku, Inc. Series F, 8.00% 5/7/13 $15,000 
Roku, Inc. Series G, 8.00% 10/1/14 $4,140 
Roku, Inc. Series H 11/9/15 $2,954 
Snapchat, Inc. Series F 3/25/15 $1,000 
Space Exploration Technologies Corp. Class A 10/16/15 $9,844 
Space Exploration Technologies Corp. Series G 1/20/15 $4,805 
Taboola.Com Ltd. Series E 12/22/14 $20,000 
The Honest Co., Inc. Series D 8/3/15 $3,444 
Turn, Inc. Series E 12/30/13 $10,000 
Twilio, Inc. Series E 4/24/15 $3,979 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $35,000 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $5,000 
WeWork Companies, Inc. Class A 6/23/15 $984 
WeWork Companies, Inc. Series E 6/23/15 $8,854 
Wheels Up Partners Holdings LLC Series B unit 9/18/15 $5,000 
YourPeople, Inc. Series C 5/1/15 $5,000 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $21 
Fidelity Securities Lending Cash Central Fund 11,486 
Total $11,507 

Other Affiliated Issuers

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

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds* Dividend Income Value, end of period 
Accretive Health, Inc. $18,789 $-- $703 $-- $18,241 
athenahealth, Inc. 327,395 8,694 3,192 -- 337,004 
Criteo SA sponsored ADR 291,470 -- 1,762 -- -- 
GameLoft SE 36,312 -- 496 -- 41,371 
Groupon, Inc. Class A 317,266 -- 12,726 -- 169,753 
Lion Biotechnologies, Inc. 25,788 -- 747 -- 17,452 
Portola Pharmaceuticals, Inc. 140,217 4,896 4,712 -- 93,885 
SolarCity Corp. 89,259 207,856 11,228 -- 257,348 
SolarEdge Technologies, Inc. -- 63,165 -- -- 68,894 
Synchronoss Technologies, Inc. 127,356 3,746 110,002 -- -- 
Trevena, Inc. 19,522 -- 310 -- 24,217 
Ubisoft Entertainment SA 204,478 -- 9,994 -- 279,592 
Zendesk, Inc. 106,272 3,035 989 -- 115,614 
Total $1,704,124 $291,392 $156,861 $-- $1,423,371 

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


Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $1,992,505 $1,932,196 $-- $60,309 
Consumer Staples 591,297 579,250 -- 12,047 
Energy 48,999 48,999 -- -- 
Financials 561,223 525,953 -- 35,270 
Health Care 2,362,835 2,302,480 3,646 56,709 
Industrials 384,797 358,360 3,753 22,684 
Information Technology 6,006,609 5,448,431 323,249 234,929 
Telecommunication Services 15,332 8,436 -- 6,896 
Money Market Funds 757,753 757,753 -- -- 
Total Investments in Securities: $12,721,350 $11,961,858 $330,648 $428,844 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $251,265 
Level 2 to Level 1 $0 

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

(Amounts in thousands)     
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $203,955 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (6,932) 
Cost of Purchases 39,188 
Proceeds of Sales (1,282) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $234,929 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(4,835) 
Equities - Other Investments in Securities  
Beginning Balance $133,963 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (10,870) 
Cost of Purchases 73,105 
Proceeds of Sales (2,283) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $193,915 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(10,870) 

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

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $698,617) — See accompanying schedule:
Unaffiliated issuers (cost $9,054,478) 
$10,540,226  
Fidelity Central Funds (cost $757,753) 757,753  
Other affiliated issuers (cost $1,506,668) 1,423,371  
Total Investments (cost $11,318,899)  $12,721,350 
Receivable for investments sold  277,059 
Receivable for fund shares sold  14,547 
Dividends receivable  999 
Distributions receivable from Fidelity Central Funds  2,631 
Prepaid expenses  22 
Other receivables  259 
Total assets  13,016,867 
Liabilities   
Payable for investments purchased $311,570  
Payable for fund shares redeemed 8,030  
Accrued management fee 7,505  
Other affiliated payables 1,568  
Other payables and accrued expenses 297  
Collateral on securities loaned, at value 704,513  
Total liabilities  1,033,483 
Net Assets  $11,983,384 
Net Assets consist of:   
Paid in capital  $10,560,184 
Accumulated net investment loss  (7,652) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  28,433 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  1,402,419 
Net Assets  $11,983,384 
OTC:   
Net Asset Value, offering price and redemption price per share ($8,742,384 ÷ 120,065 shares)  $72.81 
Class K:   
Net Asset Value, offering price and redemption price per share ($3,241,000 ÷ 44,041 shares)  $73.59 

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


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $39,295 
Income from Fidelity Central Funds (including $11,486 from security lending)  11,507 
Total income  50,802 
Expenses   
Management fee   
Basic fee $38,705  
Performance adjustment 10,143  
Transfer agent fees 8,494  
Accounting and security lending fees 766  
Custodian fees and expenses 230  
Independent trustees' compensation 29  
Registration fees 113  
Audit 53  
Legal 34  
Interest 14  
Miscellaneous 38  
Total expenses before reductions 58,619  
Expense reductions (300) 58,319 
Net investment income (loss)  (7,517) 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 167,693  
Other affiliated issuers 21,516  
Foreign currency transactions (7)  
Total net realized gain (loss)  189,202 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(1,746,920)  
Assets and liabilities in foreign currencies (1)  
Total change in net unrealized appreciation (depreciation)  (1,746,921) 
Net gain (loss)  (1,557,719) 
Net increase (decrease) in net assets resulting from operations  $(1,565,236) 

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


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $(7,517) $(11,952) 
Net realized gain (loss) 189,202 1,282,162 
Change in net unrealized appreciation (depreciation) (1,746,921) 1,068,362 
Net increase (decrease) in net assets resulting from operations (1,565,236) 2,338,572 
Distributions to shareholders from net realized gain (704,905) (1,408,892) 
Share transactions - net increase (decrease) 706,677 1,841,344 
Total increase (decrease) in net assets (1,563,464) 2,771,024 
Net Assets   
Beginning of period 13,546,848 10,775,824 
End of period (including accumulated net investment loss of $7,652 and accumulated net investment loss of $135, respectively) $11,983,384 $13,546,848 

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


Financial Highlights — Fidelity OTC Portfolio

 Six months ended (Unaudited) Years ended July 31,     
 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $86.98 $81.23 $78.98 $57.53 $59.28 $45.00 
Income from Investment Operations       
Net investment income (loss)A (.06) (.11) (.06) .36B (.08)C (.27) 
Net realized and unrealized gain (loss) (9.60) 16.14 12.78 21.37 (1.67) 14.55 
Total from investment operations (9.66) 16.03 12.72 21.73 (1.75) 14.28 
Distributions from net investment income – – (.05) (.28) – – 
Distributions from net realized gain (4.51) (10.28) (10.42) – – – 
Total distributions (4.51) (10.28) (10.47) (.28) – – 
Net asset value, end of period $72.81 $86.98 $81.23 $78.98 $57.53 $59.28 
Total ReturnD,E (11.46)% 21.34% 17.96% 37.93% (2.95)% 31.73% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .94%H .83% .77% .76% .91% .94% 
Expenses net of fee waivers, if any .94%H .83% .77% .76% .91% .94% 
Expenses net of all reductions .94%H .83% .76% .74% .90% .92% 
Net investment income (loss) (.15)%H (.13)% (.08)% .55%B (.14)%C (.49)% 
Supplemental Data       
Net assets, end of period (in millions) $8,742 $9,710 $7,870 $6,693 $5,499 $6,374 
Portfolio turnover rateI 69%H,J 66%J 106% 116% 149% 158% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20) %.

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

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

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

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

 H Annualized

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

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


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


Financial Highlights — Fidelity OTC Portfolio Class K

 Six months ended (Unaudited) Years ended July 31,     
 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $87.87 $81.96 $79.60 $57.94 $59.61 $45.19 
Income from Investment Operations       
Net investment income (loss)A (.01) (.01) .04 .45B C,D (.19) 
Net realized and unrealized gain (loss) (9.70) 16.29 12.87 21.53 (1.67) 14.61 
Total from investment operations (9.71) 16.28 12.91 21.98 (1.67) 14.42 
Distributions from net investment income – – (.10) (.32) – – 
Distributions from net realized gain (4.57) (10.37) (10.46) – – – 
Total distributions (4.57) (10.37) (10.55)E (.32) – – 
Net asset value, end of period $73.59 $87.87 $81.96 $79.60 $57.94 $59.61 
Total ReturnF,G (11.41)% 21.49% 18.10% 38.11% (2.80)% 31.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions .82%J .72% .65% .62% .77% .80% 
Expenses net of fee waivers, if any .82%J .72% .65% .62% .77% .80% 
Expenses net of all reductions .82%J .71% .64% .60% .76% .78% 
Net investment income (loss) (.03)%J (.02)% .05% .69%B - %C,K (.35)% 
Supplemental Data       
Net assets, end of period (in millions) $3,241 $3,836 $2,906 $2,260 $1,644 $1,363 
Portfolio turnover rateL 69%J,M 66%M 106% 116% 149% 158% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06) %.

 D Amount represents less than $.005 per share.

 E Total distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

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

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

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

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

 J Annualized

 K Amount represents less than .005%.

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

Asset Type Fair Value at 01/31/16 (000s) Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Equities $428,844 Discount cash flow Discount rate 8.0% Decrease 
   Discount for lack of marketability 20.0% Decrease 
   Growth rate 2.5% - 3.0% / 2.5% Increase 
   Weighted average cost of capital 11.5% - 40.0% / 14.7% Decrease 
  Last transaction price Transaction price $1.53 - $89.00 / $30.32 Increase 
  Market comparable EV/Sales multiple 1.2 – 11.1 / 3.3 Increase 
   Discount rate 3.0% - 50.0% / 17.5% Decrease 
   Discount for lack of marketability 10.0% - 30.0% / 19.9% Decrease 
   Premium rate 10.0% - 86.4% / 26.6% Increase 
   EV/GP multiple 4.2 Increase 
  Proposed transactions price Transaction price $8.00 - $50.19 / $46.72 Increase 
   Discount rate 10.0% Decrease 
   Index movement 30.2% Increase 
  Proxy adjustment Proxy movement 39.0% - 40.3% / 39.4% Increase 
  Replacement cost Liquidity preference $8.34 Increase 

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


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2 , as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $3,197,874 
Gross unrealized depreciation (1,846,819) 
Net unrealized appreciation (depreciation) on securities $1,351,055 
Tax cost $11,370,295 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $4,554,570 and $4,443,603, respectively.

Redemptions In-Kind. During the period, 1,292 shares of the Fund held by an unaffiliated entity were redeemed in-kind for cash and investments with a value of $104,098. The net realized gain of $41,724 on investments delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of OTC as compared to its benchmark index, the Nasdaq Composite Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .76% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets(a) 
OTC $7,639 .16 
Class K 855 .05 
 $8,494  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $93 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $19,193 .52% $14 

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $9 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $36,876. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $1,352 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $5,043. The weighted average interest rate was .64%. The interest expense amounted to less than five hundred dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $251 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $49.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net realized gain   
OTC $505,475 $1,012,327 
Class K 199,430 396,565 
Total $704,905 $1,408,892 

11. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
OTC     
Shares sold 14,519 22,946 $1,162,995 $1,893,100 
Reinvestment of distributions 6,240 12,406 491,074 985,025 
Shares redeemed (12,328) (20,601) (971,846) (1,665,615) 
Net increase (decrease) 8,431 14,751 $682,223 $1,212,510 
Class K     
Shares sold 6,792 16,984 $546,527 $1,383,593 
Reinvestment of distributions 2,509 4,953 199,430 396,565 
Shares redeemed (8,920)(a) (13,732)(b) (721,503)(a) (1,151,324)(b) 
Net increase (decrease) 381 8,205 $24,454 $628,834 

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

 (b) Amount includes in-kind redemptions.


12. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
OTC .94%    
Actual  $1,000.00 $885.40 $4.45 
Hypothetical-C  $1,000.00 $1,020.41 $4.77 
Class K .82%    
Actual  $1,000.00 $885.90 $3.89 
Hypothetical-C  $1,000.00 $1,021.01 $4.17 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

OTC-K-SANN-0316
1.863325.107


Fidelity® Growth & Income Portfolio



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 4.0 4.4 
Microsoft Corp.(a) 3.6 2.9 
General Electric Co.(a) 3.5 3.3 
Apple, Inc. 2.9 3.5 
Bank of America Corp. 2.8 2.7 
Procter & Gamble Co. 2.5 2.0 
Chevron Corp. 2.3 1.8 
Johnson & Johnson 2.3 1.8 
Citigroup, Inc. 2.3 2.8 
Target Corp.(a) 2.0 2.2 
 28.2  

 (a) Security or a portion of the security is pledged as collateral for call options written.


Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 21.2 21.8 
Financials 21.0 22.9 
Industrials 12.8 12.7 
Health Care 12.6 10.8 
Energy 10.1 8.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016*,** 
   Stocks 98.8% 
   Convertible Securities 1.2% 


 * Foreign investments - 12.0%

 ** Written options - (0.0)%


As of July 31, 2015*,** 
   Stocks 98.8% 
   Convertible Securities 1.0% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 11.9%

 ** Written options - (0.0)%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.8%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 9.1%   
Automobiles - 0.1%   
General Motors Co. 106,900 $3,169 
Harley-Davidson, Inc. 95,600 3,824 
  6,993 
Diversified Consumer Services - 0.2%   
ServiceMaster Global Holdings, Inc. (a) 288,900 12,194 
Hotels, Restaurants & Leisure - 0.9%   
Cedar Fair LP (depositary unit) 6,000 325 
Dunkin' Brands Group, Inc. 187,000 7,360 
Las Vegas Sands Corp. 289,000 13,034 
Yum! Brands, Inc. 453,944 32,852 
  53,571 
Household Durables - 0.1%   
Tupperware Brands Corp. 178,500 8,288 
Leisure Products - 0.2%   
Mattel, Inc. 201,900 5,570 
NJOY, Inc. (a)(b) 671,365 86 
Polaris Industries, Inc. 69,900 5,161 
  10,817 
Media - 4.5%   
Comcast Corp. Class A 1,821,000 101,448 
Scripps Networks Interactive, Inc. Class A 583,889 35,600 
Sinclair Broadcast Group, Inc. Class A 385,061 12,707 
Time Warner, Inc. 1,075,017 75,724 
Viacom, Inc. Class B (non-vtg.) 792,300 36,161 
  261,640 
Multiline Retail - 2.0%   
Dillard's, Inc. Class A 19,100 1,345 
Target Corp. (c) 1,577,275 114,226 
  115,571 
Specialty Retail - 1.1%   
Lowe's Companies, Inc. (c) 875,979 62,773 
TOTAL CONSUMER DISCRETIONARY  531,847 
CONSUMER STAPLES - 8.4%   
Beverages - 2.9%   
Britvic PLC 175,700 1,814 
Diageo PLC 1,118,799 30,120 
PepsiCo, Inc. 301,614 29,950 
The Coca-Cola Co. 2,579,603 110,717 
  172,601 
Food & Staples Retailing - 1.0%   
CVS Health Corp. 410,704 39,670 
Walgreens Boots Alliance, Inc. 249,684 19,905 
  59,575 
Food Products - 0.2%   
Mead Johnson Nutrition Co. Class A 118,700 8,605 
Household Products - 2.5%   
Procter & Gamble Co. 1,806,815 147,599 
Personal Products - 0.1%   
Edgewell Personal Care Co. (a) 47,800 3,538 
Estee Lauder Companies, Inc. Class A 7,200 614 
  4,152 
Tobacco - 1.7%   
British American Tobacco PLC sponsored ADR 291,023 32,306 
Imperial Tobacco Group PLC 177,740 9,624 
Philip Morris International, Inc. 673,171 60,592 
  102,522 
TOTAL CONSUMER STAPLES  495,054 
ENERGY - 10.0%   
Energy Equipment & Services - 1.2%   
Baker Hughes, Inc. 255,800 11,130 
Helmerich & Payne, Inc. 126,400 6,421 
National Oilwell Varco, Inc. 396,800 12,912 
Oceaneering International, Inc. 654,000 22,138 
Schlumberger Ltd. 265,732 19,204 
  71,805 
Oil, Gas & Consumable Fuels - 8.8%   
Apache Corp. 1,177,968 50,111 
Cabot Oil & Gas Corp. 110,700 2,297 
Cenovus Energy, Inc. 1,031,400 12,708 
Chevron Corp. 1,588,696 137,375 
ConocoPhillips Co. 731,800 28,599 
Energy Transfer Equity LP 554,600 4,814 
EQT Midstream Partners LP 91,802 6,249 
Golar LNG Ltd. 559,200 10,412 
Imperial Oil Ltd. 1,448,300 44,403 
Kinder Morgan, Inc. 1,690,100 27,802 
Legacy Reserves LP 1,050,368 1,376 
MPLX LP 496,947 15,291 
PrairieSky Royalty Ltd. (d) 690,973 9,835 
Suncor Energy, Inc. 3,305,750 78,296 
The Williams Companies, Inc. 2,144,272 41,384 
Williams Partners LP 2,064,285 45,456 
  516,408 
TOTAL ENERGY  588,213 
FINANCIALS - 21.0%   
Banks - 14.1%   
Bank of America Corp. 11,439,956 161,761 
Citigroup, Inc. 3,169,630 134,963 
Comerica, Inc. 601,200 20,621 
Commerce Bancshares, Inc. 180,415 7,420 
Fifth Third Bancorp 471,500 7,450 
JPMorgan Chase & Co. 3,920,192 233,248 
Lloyds Banking Group PLC 2,027,500 1,899 
M&T Bank Corp. 222,300 24,493 
PNC Financial Services Group, Inc. 372,354 32,264 
Regions Financial Corp. 3,778,700 30,683 
Standard Chartered PLC (United Kingdom) 1,791,655 12,087 
SunTrust Banks, Inc. 1,632,066 59,701 
U.S. Bancorp 1,850,773 74,142 
Wells Fargo & Co. 611,141 30,698 
  831,430 
Capital Markets - 5.1%   
Apollo Global Management LLC Class A 482,300 6,550 
Ashmore Group PLC (d) 787,300 2,476 
Charles Schwab Corp. 1,320,743 33,719 
Franklin Resources, Inc. 226,700 7,857 
Invesco Ltd. 524,900 15,710 
KKR & Co. LP 2,392,343 32,608 
Morgan Stanley 1,478,197 38,256 
Northern Trust Corp. 796,264 49,432 
Oaktree Capital Group LLC Class A 258,700 11,321 
PJT Partners, Inc. (a) 954 25 
State Street Corp. 1,508,427 84,065 
T. Rowe Price Group, Inc. 7,300 518 
The Blackstone Group LP 657,500 17,273 
  299,810 
Diversified Financial Services - 0.2%   
McGraw Hill Financial, Inc. 131,200 11,155 
Insurance - 1.0%   
Chubb Ltd. 39,200 4,432 
Marsh & McLennan Companies, Inc. 369,846 19,724 
MetLife, Inc. 435,140 19,429 
Principal Financial Group, Inc. 371,400 14,113 
Willis Group Holdings PLC 15,400 1,763 
  59,461 
Real Estate Investment Trusts - 0.4%   
American Tower Corp. 84,700 7,991 
Crown Castle International Corp. 84,900 7,318 
First Potomac Realty Trust 57,018 558 
Sabra Health Care REIT, Inc. 223,000 4,094 
  19,961 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 1,052,168 10,585 
TOTAL FINANCIALS  1,232,402 
HEALTH CARE - 11.8%   
Biotechnology - 1.9%   
AbbVie, Inc. 580,500 31,869 
Amgen, Inc. (c) 266,403 40,688 
Biogen, Inc. (a) 113,800 31,074 
Celgene Corp. (a) 52,600 5,277 
Intercept Pharmaceuticals, Inc. (a) 39,826 4,231 
  113,139 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 673,804 25,503 
Ansell Ltd. 396,877 5,704 
Medtronic PLC 868,230 65,916 
Zimmer Biomet Holdings, Inc. 281,910 27,982 
  125,105 
Health Care Providers & Services - 1.1%   
McKesson Corp. 311,787 50,191 
Patterson Companies, Inc. 296,870 12,605 
  62,796 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 381,200 14,352 
Pharmaceuticals - 6.5%   
Astellas Pharma, Inc. 453,600 6,281 
Bristol-Myers Squibb Co. 190,900 11,866 
GlaxoSmithKline PLC sponsored ADR 2,375,122 98,069 
Innoviva, Inc. 289,100 2,897 
Johnson & Johnson 1,300,569 135,831 
Novartis AG sponsored ADR 6,744 526 
Sanofi SA 166,837 13,874 
Shire PLC sponsored ADR (d) 121,600 20,465 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,481,320 91,072 
  380,881 
TOTAL HEALTH CARE  696,273 
INDUSTRIALS - 12.7%   
Aerospace & Defense - 2.1%   
Meggitt PLC 330,468 1,719 
Rolls-Royce Group PLC 1,095,600 8,715 
The Boeing Co. 590,989 70,996 
United Technologies Corp. 465,282 40,801 
  122,231 
Air Freight & Logistics - 2.1%   
C.H. Robinson Worldwide, Inc. 341,500 22,119 
PostNL NV (a) 4,588,400 16,698 
United Parcel Service, Inc. Class B 892,004 83,135 
  121,952 
Airlines - 0.2%   
Copa Holdings SA Class A 265,854 12,522 
Building Products - 0.2%   
Lennox International, Inc. 80,700 9,669 
Commercial Services & Supplies - 0.3%   
ADT Corp. (d) 661,510 19,567 
Electrical Equipment - 0.9%   
Eaton Corp. PLC 238,000 12,021 
Emerson Electric Co. 560,200 25,758 
Hubbell, Inc. Class B 196,639 17,782 
  55,561 
Industrial Conglomerates - 3.5%   
General Electric Co. (c) 7,176,480 208,836 
Machinery - 0.7%   
CLARCOR, Inc. 25,400 1,190 
Cummins, Inc. 22,500 2,023 
Deere & Co. (d) 192,900 14,855 
Donaldson Co., Inc. 311,900 8,789 
IMI PLC 206,300 2,382 
Pentair PLC 43,800 2,064 
Wabtec Corp. 46,100 2,948 
Xylem, Inc. 157,600 5,666 
  39,917 
Professional Services - 0.1%   
Nielsen Holdings PLC 110,400 5,317 
Road & Rail - 2.1%   
CSX Corp. 1,854,620 42,693 
J.B. Hunt Transport Services, Inc. 528,040 38,389 
Kansas City Southern 244,500 17,330 
Norfolk Southern Corp. 210,899 14,868 
Union Pacific Corp. 131,000 9,432 
  122,712 
Trading Companies & Distributors - 0.5%   
MSC Industrial Direct Co., Inc. Class A 67,100 4,349 
W.W. Grainger, Inc. (d) 18,100 3,560 
Watsco, Inc. 190,392 22,125 
  30,034 
TOTAL INDUSTRIALS  748,318 
INFORMATION TECHNOLOGY - 21.0%   
Communications Equipment - 3.2%   
Cisco Systems, Inc. (c) 3,284,352 78,135 
Qualcomm, Inc. 2,415,446 109,516 
  187,651 
Internet Software & Services - 3.5%   
Alphabet, Inc.:   
Class A 144,007 109,640 
Class C 123,346 91,640 
Yahoo!, Inc. (a) 245,195 7,236 
  208,516 
IT Services - 5.3%   
First Data Corp. 1,631,010 20,716 
First Data Corp. Class A (a) 80,900 1,082 
IBM Corp. 460,204 57,429 
MasterCard, Inc. Class A (c) 682,700 60,781 
Paychex, Inc. 1,486,052 71,122 
Unisys Corp. (a) 973,600 9,561 
Visa, Inc. Class A 1,191,384 88,746 
  309,437 
Semiconductors & Semiconductor Equipment - 0.5%   
Marvell Technology Group Ltd. 292,300 2,587 
Maxim Integrated Products, Inc. 552,000 18,437 
Xilinx, Inc. 164,300 8,259 
  29,283 
Software - 4.3%   
Microsoft Corp. (c) 3,792,999 208,956 
Oracle Corp. 1,123,353 40,789 
  249,745 
Technology Hardware, Storage & Peripherals - 4.2%   
Apple, Inc. 1,784,494 173,703 
EMC Corp. 2,598,100 64,355 
HP, Inc. 59,800 581 
Western Digital Corp. 208,700 10,013 
  248,652 
TOTAL INFORMATION TECHNOLOGY  1,233,284 
MATERIALS - 3.1%   
Chemicals - 2.7%   
CF Industries Holdings, Inc. 362,400 10,872 
E.I. du Pont de Nemours & Co. 322,146 16,996 
LyondellBasell Industries NV Class A 186,300 14,526 
Monsanto Co. 749,415 67,897 
Potash Corp. of Saskatchewan, Inc. 1,266,200 20,644 
Syngenta AG (Switzerland) 79,559 29,295 
  160,230 
Containers & Packaging - 0.4%   
Ball Corp. 65,300 4,364 
International Paper Co. 27,400 937 
Packaging Corp. of America 114,400 5,815 
WestRock Co. 357,700 12,620 
  23,736 
TOTAL MATERIALS  183,966 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 1.1%   
Verizon Communications, Inc. (c) 1,243,374 62,131 
UTILITIES - 0.6%   
Electric Utilities - 0.6%   
Exelon Corp. 1,056,600 31,244 
PPL Corp. 77,500 2,717 
  33,961 
Multi-Utilities - 0.0%   
Sempra Energy 33,600 3,184 
TOTAL UTILITIES  37,145 
TOTAL COMMON STOCKS   
(Cost $5,739,188)  5,808,633 
Preferred Stocks - 0.9%   
Convertible Preferred Stocks - 0.9%   
HEALTH CARE - 0.8%   
Health Care Equipment & Supplies - 0.8%   
Alere, Inc. 3.00% (a) 182,843 47,027 
INDUSTRIALS - 0.1%   
Commercial Services & Supplies - 0.1%   
Stericycle, Inc. 2.25% (a) 83,400 7,586 
TOTAL CONVERTIBLE PREFERRED STOCKS  54,613 
Nonconvertible Preferred Stocks - 0.0%   
INDUSTRIALS - 0.0%   
Aerospace & Defense - 0.0%   
Rolls-Royce Group PLC (C Shares) (a) 32,482,080 46 
TOTAL PREFERRED STOCKS   
(Cost $53,077)  54,659 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.3%   
CONSUMER DISCRETIONARY - 0.0%   
Automobiles - 0.0%   
Tesla Motors, Inc. 1.25% 3/1/21 3,470 2,789 
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Amyris, Inc.:   
5% 10/15/18 (b) 3,094 2,655 
9.5% 4/15/19 (e) 5,075 4,304 
Peabody Energy Corp. 4.75% 12/15/41 7,660 230 
  7,189 
INFORMATION TECHNOLOGY - 0.2%   
Internet Software & Services - 0.2%   
Twitter, Inc. 0.25% 9/15/19 10,230 8,747 
TOTAL CONVERTIBLE BONDS   
(Cost $26,246)  18,725 
 Shares Value (000s) 
Money Market Funds - 0.9%   
Fidelity Securities Lending Cash Central Fund, 0.42% (f)(g)   
(Cost $52,906) 52,906,401 52,906 
TOTAL INVESTMENT PORTFOLIO - 100.9%   
(Cost $5,871,417)  5,934,923 
NET OTHER ASSETS (LIABILITIES) - (0.9)%  (53,661) 
NET ASSETS - 100%  $5,881,262 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium (000s) Value (000s) 
Call Options     
Amgen, Inc. 2/19/16 - $165.00 675 $116 $(21) 
Cisco Systems, Inc. 3/18/16 - $29.00 3,868 159 (4) 
General Electric Co. 3/18/16 - $33.00 11,857 250 (24) 
Lowe's Companies, Inc. 4/15/16 - $85.00 8,498 723 (72) 
MasterCard, Inc. Class A 2/19/16 - $100.00 1,733 80 (9) 
Microsoft Corp. 3/18/16 - $60.00 5,823 473 (131) 
Target Corp. 2/19/16 - $77.50 2,402 180 (12) 
Verizon Communications, Inc. 3/18/16 - $48.00 2,296 108 (576) 
TOTAL WRITTEN OPTIONS   $2,089 $(849) 

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,741,000 or 0.0% of net assets.

 (c) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $191,288,000.

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

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,304,000 or 0.1% of net assets.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
Amyris, Inc. 5% 10/15/18 10/16/13 - 10/15/15 $3,094 
NJOY, Inc. 2/14/14 $1,164 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $5 
Fidelity Securities Lending Cash Central Fund 283 
Total $288 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $531,847 $531,761 $-- $86 
Consumer Staples 495,054 453,496 41,558 -- 
Energy 588,213 588,213 -- -- 
Financials 1,232,402 1,215,940 16,462 -- 
Health Care 743,300 717,441 25,859 -- 
Industrials 755,950 718,850 37,100 -- 
Information Technology 1,233,284 1,212,568 20,716 -- 
Materials 183,966 154,671 29,295 -- 
Telecommunication Services 62,131 62,131 -- -- 
Utilities 37,145 37,145 -- -- 
Corporate Bonds 18,725 -- 18,725 -- 
Money Market Funds 52,906 52,906 -- -- 
Total Investments in Securities: $5,934,923 $5,745,122 $189,715 $86 
Derivative Instruments:     
Liabilities     
Written Options $(849) $(849) $-- $-- 
Total Liabilities $(849) $(849) $-- $-- 
Total Derivative Instruments: $(849) $(849) $-- $-- 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $119,518 
Level 2 to Level 1 $0 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value (000s) 
 Asset Liability 
Equity Risk   
Written Options(a) $0 $(849) 
Total Equity Risk $0 $(849) 
Total Value of Derivatives $0 $(849) 

 (a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.


Other Information

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

United States of America 88.0% 
United Kingdom 3.4% 
Canada 2.8% 
Israel 1.6% 
Ireland 1.3% 
Others (Individually Less Than 1%) 2.9% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $52,808) — See accompanying schedule:
Unaffiliated issuers (cost $5,818,511) 
$5,882,017  
Fidelity Central Funds (cost $52,906) 52,906  
Total Investments (cost $5,871,417)  $5,934,923 
Receivable for investments sold  36,912 
Receivable for fund shares sold  968 
Dividends receivable  8,127 
Interest receivable  256 
Distributions receivable from Fidelity Central Funds  68 
Prepaid expenses  13 
Other receivables  674 
Total assets  5,981,941 
Liabilities   
Payable to custodian bank $2,084  
Payable for investments purchased 37,211  
Payable for fund shares redeemed 3,790  
Accrued management fee 2,187  
Written options, at value (premium received $2,089) 849  
Other affiliated payables 926  
Other payables and accrued expenses 726  
Collateral on securities loaned, at value 52,906  
Total liabilities  100,679 
Net Assets  $5,881,262 
Net Assets consist of:   
Paid in capital  $8,273,423 
Distributions in excess of net investment income  (8,950) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (2,447,891) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  64,680 
Net Assets  $5,881,262 
Growth and Income:   
Net Asset Value, offering price and redemption price per share ($5,139,689 ÷ 190,272 shares)  $27.01 
Class K:   
Net Asset Value, offering price and redemption price per share ($741,573 ÷ 27,477 shares)  $26.99 

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


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $83,521 
Interest  668 
Income from Fidelity Central Funds  288 
Total income  84,477 
Expenses   
Management fee $14,673  
Transfer agent fees 5,088  
Accounting and security lending fees 577  
Custodian fees and expenses 84  
Independent trustees' compensation 15  
Registration fees 28  
Audit 45  
Legal 24  
Interest  
Miscellaneous 20  
Total expenses before reductions 20,561  
Expense reductions (68) 20,493 
Net investment income (loss)  63,984 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 231,502  
Foreign currency transactions (126)  
Written options 186  
Total net realized gain (loss)  231,562 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(1,115,546)  
Assets and liabilities in foreign currencies (36)  
Written options 1,240  
Total change in net unrealized appreciation (depreciation)  (1,114,342) 
Net gain (loss)  (882,780) 
Net increase (decrease) in net assets resulting from operations  $(818,796) 

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


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $63,984 $140,160 
Net realized gain (loss) 231,562 743,260 
Change in net unrealized appreciation (depreciation) (1,114,342) (281,519) 
Net increase (decrease) in net assets resulting from operations (818,796) 601,901 
Distributions to shareholders from net investment income (72,212) (135,475) 
Distributions to shareholders from net realized gain (2,644) – 
Total distributions (74,856) (135,475) 
Share transactions - net increase (decrease) (649,281) (551,906) 
Total increase (decrease) in net assets (1,542,933) (85,480) 
Net Assets   
Beginning of period 7,424,195 7,509,675 
End of period (including distributions in excess of net investment income of $8,950 and distributions in excess of net investment income of $722, respectively) $5,881,262 $7,424,195 

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


Financial Highlights — Fidelity Growth & Income Portfolio

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $30.85 $29.02 $25.66 $20.13 $18.58 $15.75 
Income from Investment Operations       
Net investment income (loss)A .28 .55 .51 .46 .36 .20 
Net realized and unrealized gain (loss) (3.79) 1.82B 3.35 5.54 1.55 2.82 
Total from investment operations (3.51) 2.37 3.86 6.00 1.91 3.02 
Distributions from net investment income (.32) (.54) (.50) (.44) (.35) (.19) 
Distributions from net realized gain (.01) – (.01) (.03) (.01) – 
Total distributions (.33) (.54) (.50)C (.47) (.36) (.19) 
Net asset value, end of period $27.01 $30.85 $29.02 $25.66 $20.13 $18.58 
Total ReturnD,E (11.41)% 8.23%B 15.16% 30.15% 10.45% 19.16% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .64%H .64% .65% .68% .71% .72% 
Expenses net of fee waivers, if any .64%H .63% .65% .68% .71% .72% 
Expenses net of all reductions .64%H .63% .65% .67% .71% .71% 
Net investment income (loss) 1.94%H 1.83% 1.86% 2.04% 1.95% 1.09% 
Supplemental Data       
Net assets, end of period (in millions) $5,140 $6,563 $6,550 $6,060 $4,863 $5,052 
Portfolio turnover rateI 35%H 35% 41%J 49% 62% 129% 

 A Calculated based on average shares outstanding during the period.

 B Net realized and unrealized gain (loss) per share reflects proceeds from litigation which amounted to $.06 per share. Excluding these litigation proceeds, the total return would have been 8.03%.

 C Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

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

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

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

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

 H Annualized

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

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


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


Financial Highlights — Fidelity Growth & Income Portfolio Class K

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $30.82 $29.00 $25.64 $20.12 $18.57 $15.74 
Income from Investment Operations       
Net investment income (loss)A .30 .59 .54 .50 .40 .23 
Net realized and unrealized gain (loss) (3.78) 1.81B 3.36 5.52 1.54 2.82 
Total from investment operations (3.48) 2.40 3.90 6.02 1.94 3.05 
Distributions from net investment income (.34) (.58) (.53) (.47) (.38) (.22) 
Distributions from net realized gain (.01) – (.01) (.03) (.01) – 
Total distributions (.35) (.58) (.54) (.50) (.39) (.22) 
Net asset value, end of period $26.99 $30.82 $29.00 $25.64 $20.12 $18.57 
Total ReturnC,D (11.33)% 8.34%B 15.32% 30.28% 10.66% 19.40% 
Ratios to Average Net AssetsE,F       
Expenses before reductions .52%G .52% .52% .53% .54% .54% 
Expenses net of fee waivers, if any .52%G .52% .52% .53% .54% .54% 
Expenses net of all reductions .52%G .52% .52% .52% .54% .53% 
Net investment income (loss) 2.06%G 1.95% 1.99% 2.19% 2.13% 1.27% 
Supplemental Data       
Net assets, end of period (in millions) $742 $862 $960 $1,016 $752 $403 
Portfolio turnover rateH 35%G 35% 41%I 49% 62% 129% 

 A Calculated based on average shares outstanding during the period.

 B Net realized and unrealized gain (loss) per share reflects proceeds from litigation which amounted to $.06 per share. Excluding these litigation proceeds, the total return would have been 8.14%.

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

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

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

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

 G Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (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 Growth & Income, and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $783,648 
Gross unrealized depreciation (733,263) 
Net unrealized appreciation (depreciation) on securities $50,385 
Tax cost $5,884,538 

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

Fiscal year of expiration  
2018 $(2,680,247) 

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

4. Derivative Instruments.

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

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

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

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

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

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

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options."

During the period, the Fund recognized net realized gain (loss) of $186 and a change in net unrealized appreciation (depreciation) of $1,240 related to its investment in written options. This amount is included in the Statement of Operations.

The following is a summary of the Fund's written options activity:

 Number of Contracts Amount of Premiums 
Outstanding at beginning of period – $– 
Options Opened 41 2,275 
Options Exercised – – 
Options Closed – – 
Options Expired (4) (186) 
Outstanding at end of period 37 $2,089 

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,141,475 and $1,796,761, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .45% of the Fund's average net assets.

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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Growth and Income $4,901 .17 
Class K 187 .05 
 $5,088  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $27 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $5,789 .40% $5 

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

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $71.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $283. During the period, there were no securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $5,281. The weighted average interest rate was .68%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $45 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $23.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Growth and Income $62,788 $117,218 
Class K 9,424 18,257 
Total $72,212 $135,475 
From net realized gain   
Growth and Income $2,314 $– 
Class K 330 – 
Total $2,644 $– 

12. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Growth and Income     
Shares sold 2,811 12,118 $80,462 $365,420 
Reinvestment of distributions 2,203 3,750 62,034 111,890 
Shares redeemed (27,486) (28,824) (777,051) (872,624) 
Net increase (decrease) (22,472) (12,956) $(634,555) $(395,314) 
Class K     
Shares sold 2,132 4,866 $60,021 $146,512 
Reinvestment of distributions 347 612 9,754 18,257 
Shares redeemed (2,955) (10,609) (84,501) (321,361) 
Net increase (decrease) (476) (5,131) $(14,726) $(156,592) 

13. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Growth and Income .64%    
Actual  $1,000.00 $885.90 $3.03 
Hypothetical-C  $1,000.00 $1,021.92 $3.25 
Class K .52%    
Actual  $1,000.00 $886.70 $2.47 
Hypothetical-C  $1,000.00 $1,022.52 $2.64 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

GAI-SANN-0316
1.700483.119


Fidelity® Blue Chip Value Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Teva Pharmaceutical Industries Ltd. sponsored ADR 4.3 4.5 
EMC Corp. 4.1 2.6 
Wells Fargo & Co. 3.5 3.4 
JPMorgan Chase & Co. 3.5 3.6 
Berkshire Hathaway, Inc. Class B 3.5 3.1 
Johnson & Johnson 3.4 3.2 
Alphabet, Inc. Class A 3.1 3.0 
Oracle Corp. 2.9 3.3 
SanDisk Corp. 2.6 0.0 
Allergan PLC 2.4 0.0 
 33.3  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 25.6 27.0 
Information Technology 21.1 18.9 
Health Care 17.0 14.8 
Consumer Discretionary 10.9 10.1 
Energy 9.5 7.6 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 99.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.9% 


 * Foreign investments - 21.7%


As of July 31, 2015* 
   Stocks 90.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 9.1% 


 * Foreign investments - 18.6%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%   
 Shares Value 
CONSUMER DISCRETIONARY - 10.9%   
Media - 10.0%   
Cablevision Systems Corp. - NY Group Class A 96,400 $3,076,124 
CBS Corp. Class B 181,800 8,635,500 
Starz Series A (a) 167,900 4,773,397 
Time Warner Cable, Inc. 65,300 11,885,253 
Twenty-First Century Fox, Inc. Class A 324,500 8,751,765 
Viacom, Inc. Class B (non-vtg.) 249,400 11,382,616 
  48,504,655 
Specialty Retail - 0.9%   
GNC Holdings, Inc. 162,300 4,546,023 
TOTAL CONSUMER DISCRETIONARY  53,050,678 
CONSUMER STAPLES - 3.7%   
Beverages - 1.6%   
C&C Group PLC 2,046,814 7,963,711 
Food & Staples Retailing - 2.1%   
Rite Aid Corp. (a) 660,300 5,143,737 
Safeway, Inc.:   
rights 48,800 
rights 48,800 8,784 
Wal-Mart Stores, Inc. 76,100 5,049,996 
  10,202,517 
TOTAL CONSUMER STAPLES  18,166,228 
ENERGY - 9.5%   
Energy Equipment & Services - 2.2%   
Baker Hughes, Inc. 212,800 9,258,928 
BW Offshore Ltd. 7,014,500 1,725,380 
  10,984,308 
Oil, Gas & Consumable Fuels - 7.3%   
Chevron Corp. 128,235 11,088,480 
Exxon Mobil Corp. 54,700 4,258,395 
Phillips 66 Co. 63,400 5,081,510 
Suncor Energy, Inc. 293,100 6,942,007 
Teekay Corp. 596,700 4,087,395 
Teekay LNG Partners LP 168,496 1,941,074 
Teekay Offshore Partners LP 431,175 1,948,911 
  35,347,772 
TOTAL ENERGY  46,332,080 
FINANCIALS - 25.6%   
Banks - 8.8%   
JPMorgan Chase & Co. 283,416 16,863,252 
U.S. Bancorp 218,797 8,765,008 
Wells Fargo & Co. 341,098 17,133,353 
  42,761,613 
Capital Markets - 0.7%   
Goldman Sachs Group, Inc. 22,700 3,667,412 
Consumer Finance - 2.8%   
Capital One Financial Corp. 100,133 6,570,727 
Discover Financial Services 153,700 7,037,923 
  13,608,650 
Diversified Financial Services - 3.5%   
Berkshire Hathaway, Inc. Class B (a) 129,600 16,818,192 
Insurance - 7.0%   
Allstate Corp. 118,700 7,193,220 
Chubb Ltd. 73,400 8,299,338 
Prudential PLC 462,037 9,077,264 
The Travelers Companies, Inc. 87,600 9,376,704 
  33,946,526 
Real Estate Investment Trusts - 2.8%   
American Capital Agency Corp. 308,600 5,267,802 
Annaly Capital Management, Inc. 879,400 8,354,300 
  13,622,102 
TOTAL FINANCIALS  124,424,495 
HEALTH CARE - 17.0%   
Biotechnology - 2.2%   
Amgen, Inc. 65,600 10,019,088 
Dyax Corp. rights 12/31/19 236,600 662,480 
  10,681,568 
Health Care Providers & Services - 3.1%   
Cigna Corp. 66,800 8,924,480 
Express Scripts Holding Co. (a) 81,400 5,850,218 
  14,774,698 
Pharmaceuticals - 11.7%   
Allergan PLC (a) 41,900 11,917,617 
Johnson & Johnson 159,400 16,647,736 
Sanofi SA sponsored ADR 185,400 7,720,056 
Teva Pharmaceutical Industries Ltd. sponsored ADR 337,300 20,737,206 
  57,022,615 
TOTAL HEALTH CARE  82,478,881 
INDUSTRIALS - 5.2%   
Aerospace & Defense - 0.9%   
United Technologies Corp. 50,600 4,437,114 
Machinery - 2.1%   
Deere & Co. (b) 130,700 10,065,207 
Professional Services - 1.4%   
Dun & Bradstreet Corp. 68,400 6,731,928 
Trading Companies & Distributors - 0.8%   
AerCap Holdings NV (a) 125,200 3,844,892 
TOTAL INDUSTRIALS  25,079,141 
INFORMATION TECHNOLOGY - 21.1%   
Communications Equipment - 3.4%   
Cisco Systems, Inc. 322,585 7,674,297 
Harris Corp. 101,200 8,801,364 
  16,475,661 
Internet Software & Services - 3.1%   
Alphabet, Inc. Class A 19,600 14,922,460 
IT Services - 1.3%   
The Western Union Co. 351,800 6,276,112 
Software - 3.4%   
Oracle Corp. 385,200 13,986,612 
VMware, Inc. Class A (a) 52,800 2,415,600 
  16,402,212 
Technology Hardware, Storage & Peripherals - 9.9%   
Apple, Inc. 56,900 5,538,646 
EMC Corp. 800,500 19,828,385 
Samsung Electronics Co. Ltd. 10,882 10,447,563 
SanDisk Corp. 177,000 12,513,900 
  48,328,494 
TOTAL INFORMATION TECHNOLOGY  102,404,939 
MATERIALS - 4.2%   
Chemicals - 4.2%   
CF Industries Holdings, Inc. 355,500 10,665,000 
LyondellBasell Industries NV Class A 121,200 9,449,964 
  20,114,964 
UTILITIES - 1.9%   
Electric Utilities - 1.7%   
Exelon Corp. 280,100 8,282,557 
Independent Power and Renewable Electricity Producers - 0.2%   
Vivint Solar, Inc. (a)(b) 137,969 1,145,143 
TOTAL UTILITIES  9,427,700 
TOTAL COMMON STOCKS   
(Cost $507,252,356)  481,479,106 
Money Market Funds - 5.1%   
Fidelity Cash Central Fund, 0.38% (c) 13,985,938 13,985,938 
Fidelity Securities Lending Cash Central Fund, 0.42% (c)(d) 10,574,850 10,574,850 
TOTAL MONEY MARKET FUNDS   
(Cost $24,560,788)  24,560,788 
TOTAL INVESTMENT PORTFOLIO - 104.2%   
(Cost $531,813,144)  506,039,894 
NET OTHER ASSETS (LIABILITIES) - (4.2)%  (20,301,862) 
NET ASSETS - 100%  $485,738,032 

Legend

 (a) Non-income producing

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

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $30,243 
Fidelity Securities Lending Cash Central Fund 18,447 
Total $48,690 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $53,050,678 $53,050,678 $-- $-- 
Consumer Staples 18,166,228 10,193,733 7,963,711 8,784 
Energy 46,332,080 44,606,700 1,725,380 -- 
Financials 124,424,495 115,347,231 9,077,264 -- 
Health Care 82,478,881 81,816,401 -- 662,480 
Industrials 25,079,141 25,079,141 -- -- 
Information Technology 102,404,939 91,957,376 10,447,563 -- 
Materials 20,114,964 20,114,964 -- -- 
Utilities 9,427,700 9,427,700 -- -- 
Money Market Funds 24,560,788 24,560,788 -- -- 
Total Investments in Securities: $506,039,894 $476,154,712 $29,213,918 $671,264 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total 
Level 1 to Level 2 $20,096,935 
Level 2 to Level 1 $0 

Other Information

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

United States of America 78.3% 
Israel 4.3% 
Ireland 4.0% 
Netherlands 2.8% 
Korea (South) 2.1% 
United Kingdom 1.9% 
Switzerland 1.7% 
Marshall Islands 1.6% 
France 1.6% 
Canada 1.4% 
Others (Individually Less Than 1%) 0.3% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $10,614,780) — See accompanying schedule:
Unaffiliated issuers (cost $507,252,356) 
$481,479,106  
Fidelity Central Funds (cost $24,560,788) 24,560,788  
Total Investments (cost $531,813,144)  $506,039,894 
Receivable for investments sold  4,906,558 
Receivable for fund shares sold  1,255,281 
Dividends receivable  529,058 
Distributions receivable from Fidelity Central Funds  11,001 
Prepaid expenses  663 
Other receivables  1,731 
Total assets  512,744,186 
Liabilities   
Payable for investments purchased $15,788,984  
Payable for fund shares redeemed 258,907  
Accrued management fee 254,196  
Other affiliated payables 99,969  
Other payables and accrued expenses 29,248  
Collateral on securities loaned, at value 10,574,850  
Total liabilities  27,006,154 
Net Assets  $485,738,032 
Net Assets consist of:   
Paid in capital  $585,222,979 
Distributions in excess of net investment income  (345,950) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (73,360,855) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  (25,778,142) 
Net Assets, for 32,425,333 shares outstanding  $485,738,032 
Net Asset Value, offering price and redemption price per share ($485,738,032 ÷ 32,425,333 shares)  $14.98 

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


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $4,940,773 
Interest  104 
Income from Fidelity Central Funds  48,690 
Total income  4,989,567 
Expenses   
Management fee   
Basic fee $1,270,402  
Performance adjustment 238,386  
Transfer agent fees 486,326  
Accounting and security lending fees 90,784  
Custodian fees and expenses 9,341  
Independent trustees' compensation 978  
Registration fees 19,483  
Audit 31,758  
Legal 1,167  
Miscellaneous 1,245  
Total expenses before reductions 2,149,870  
Expense reductions (5,251) 2,144,619 
Net investment income (loss)  2,844,948 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (1,478,020)  
Foreign currency transactions (6,737)  
Futures contracts (814,285)  
Total net realized gain (loss)  (2,299,042) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(45,324,096)  
Assets and liabilities in foreign currencies (4,749)  
Total change in net unrealized appreciation (depreciation)  (45,328,845) 
Net gain (loss)  (47,627,887) 
Net increase (decrease) in net assets resulting from operations  $(44,782,939) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $2,844,948 $7,735,773 
Net realized gain (loss) (2,299,042) 31,020,802 
Change in net unrealized appreciation (depreciation) (45,328,845) 2,266,425 
Net increase (decrease) in net assets resulting from operations (44,782,939) 41,023,000 
Distributions to shareholders from net investment income (8,116,183) (4,830,518) 
Distributions to shareholders from net realized gain (249,078) – 
Total distributions (8,365,261) (4,830,518) 
Share transactions   
Proceeds from sales of shares 164,991,032 115,913,276 
Reinvestment of distributions 8,172,884 4,701,954 
Cost of shares redeemed (45,246,143) (75,665,221) 
Net increase (decrease) in net assets resulting from share transactions 127,917,773 44,950,009 
Total increase (decrease) in net assets 74,769,573 81,142,491 
Net Assets   
Beginning of period 410,968,459 329,825,968 
End of period (including distributions in excess of net investment income of $345,950 and undistributed net investment income of $4,925,285, respectively) $485,738,032 $410,968,459 
Other Information   
Shares   
Sold 10,434,803 7,061,079 
Issued in reinvestment of distributions 527,295 302,238 
Redeemed (2,876,296) (4,693,685) 
Net increase (decrease) 8,085,802 2,669,632 

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


Financial Highlights — Fidelity Blue Chip Value Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $16.88 $15.22 $13.32 $10.26 $10.86 $9.82 
Income from Investment Operations       
Net investment income (loss)A .10 .35B .18 .18 .18 .14 
Net realized and unrealized gain (loss) (1.71) 1.54 1.81 3.17 (.62) 1.04 
Total from investment operations (1.61) 1.89 1.99 3.35 (.44) 1.18 
Distributions from net investment income (.28) (.23) (.09) (.29) (.16) (.14) 
Distributions from net realized gain (.01) – – – – (.01) 
Total distributions (.29) (.23) (.09) (.29) (.16) (.14)C 
Net asset value, end of period $14.98 $16.88 $15.22 $13.32 $10.26 $10.86 
Total ReturnD,E (9.61)% 12.52% 14.99% 33.33% (3.95)% 12.14% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .93%H .82% .66% .64% .77% .75% 
Expenses net of fee waivers, if any .93%H .82% .66% .64% .77% .75% 
Expenses net of all reductions .93%H .82% .66% .62% .76% .74% 
Net investment income (loss) 1.23%H 2.15%B 1.28% 1.58% 1.76% 1.31% 
Supplemental Data       
Net assets, end of period (000 omitted) $485,738 $410,968 $329,826 $281,860 $238,132 $433,047 
Portfolio turnover rateI 39%H 138% 102%J 88% 102% 141% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.35%.

 C Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 per share.

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

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

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

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

 H Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Blue Chip Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $19,097,119 
Gross unrealized depreciation (48,317,214) 
Net unrealized appreciation (depreciation) on securities $(29,220,095) 
Tax cost $535,259,989 

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

Fiscal year of expiration  
2017 $(12,454,196) 
2018 (55,500,128) 
Total capital loss carryforward $(67,954,324) 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $(814,285) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $240,003,400 and $84,911,181, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index, the Russell 1000 Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .65% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .21% of average net assets.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $3,101 for the period.

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $300 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $18,447. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $3,454 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $22.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $1,775.

10. Other.

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

At the end of the period, VIP FundsManager 50% Portfolio was the owner of record of approximately 11% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 24% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Actual .93% $1,000.00 $903.90 $4.45 
Hypothetical-C  $1,000.00 $1,020.46 $4.72 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

BCV-SANN-0316
1.789715.113


Fidelity® Series Blue Chip Growth Fund
Fidelity® Series Blue Chip Growth Fund
Class F



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-544-8544, or for Class F, call 1-800-835-5092, to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Alphabet, Inc. Class A 6.9 4.9 
Amazon.com, Inc. 4.7 3.8 
Facebook, Inc. Class A 4.0 3.0 
Apple, Inc. 3.5 6.2 
Uber Technologies, Inc. Series D, 8.00% 2.1 1.5 
The Coca-Cola Co. 1.9 0.8 
Home Depot, Inc. 1.8 1.7 
Visa, Inc. Class A 1.8 1.8 
Salesforce.com, Inc. 1.7 1.8 
Allergan PLC 1.7 1.8 
 30.1  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 37.0 34.5 
Consumer Discretionary 25.5 24.9 
Health Care 16.0 18.4 
Consumer Staples 10.2 9.6 
Industrials 4.8 5.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 94.0% 
   Convertible Securities 3.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.6% 


 * Foreign investments 12.4%


As of July 31, 2015* 
   Stocks 97.3% 
   Convertible Securities 2.6% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments 12.3%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.9%   
 Shares Value 
CONSUMER DISCRETIONARY - 25.3%   
Auto Components - 0.2%   
Delphi Automotive PLC 100,700 $6,539,458 
Magna International, Inc. Class A (sub. vtg.) 173,150 6,015,569 
  12,555,027 
Automobiles - 1.1%   
Tesla Motors, Inc. (a)(b) 340,737 65,148,914 
Hotels, Restaurants & Leisure - 5.6%   
Buffalo Wild Wings, Inc. (a)(b) 169,814 25,862,672 
Chipotle Mexican Grill, Inc. (a) 139,000 62,962,830 
Dave & Buster's Entertainment, Inc. (a) 527,100 19,117,917 
Domino's Pizza, Inc. 119,100 13,569,063 
Fiesta Restaurant Group, Inc. (a) 70,000 2,548,000 
Hilton Worldwide Holdings, Inc. 820,200 14,607,762 
McDonald's Corp. 789,900 97,773,822 
MGM Mirage, Inc. (a) 157,000 3,152,560 
Panera Bread Co. Class A (a) 6,600 1,280,400 
Royal Caribbean Cruises Ltd. 44,300 3,630,828 
Starbucks Corp. 1,368,420 83,158,883 
  327,664,737 
Household Durables - 0.8%   
Jarden Corp. (a) 177,600 9,421,680 
Newell Rubbermaid, Inc. 89,400 3,466,932 
Sony Corp. 514,600 11,943,512 
Sony Corp. sponsored ADR 298,600 7,130,568 
Tempur Sealy International, Inc. (a) 44,800 2,703,232 
Whirlpool Corp. 113,300 15,226,387 
  49,892,311 
Internet & Catalog Retail - 6.8%   
Amazon.com, Inc. (a) 468,880 275,232,560 
Ctrip.com International Ltd. sponsored ADR (a) 238,886 10,195,654 
Expedia, Inc. 280,377 28,329,292 
Groupon, Inc. Class A (a)(b) 2,166,400 5,892,608 
JD.com, Inc. sponsored ADR (a) 56,800 1,478,504 
Netflix, Inc. (a) 375,446 34,480,961 
Priceline Group, Inc. (a) 38,300 40,788,351 
The Honest Co., Inc. (a)(c) 71,609 3,276,470 
  399,674,400 
Leisure Products - 0.3%   
Hasbro, Inc. 154,500 11,476,260 
Mattel, Inc. 91,100 2,513,449 
Spin Master Corp. (a) 148,900 2,124,713 
  16,114,422 
Media - 1.5%   
Altice NV Class A (a) 554,039 7,990,349 
Charter Communications, Inc. Class A (a)(b) 47,500 8,139,600 
DreamWorks Animation SKG, Inc. Class A (a)(b) 169,300 4,340,852 
Lions Gate Entertainment Corp. 97,900 2,560,085 
Naspers Ltd. Class N 56,800 7,177,993 
Starz Series A (a) 82,300 2,339,789 
The Walt Disney Co. 575,617 55,155,621 
  87,704,289 
Multiline Retail - 1.3%   
B&M European Value Retail S.A. 2,831,036 11,372,098 
Burlington Stores, Inc. (a) 185,300 9,956,169 
Dollar Tree, Inc. (a) 264,700 21,525,404 
Target Corp. 465,841 33,736,205 
  76,589,876 
Specialty Retail - 4.6%   
AutoZone, Inc. (a) 5,100 3,913,689 
Home Depot, Inc. 859,100 108,040,416 
Inditex SA 163,238 5,372,038 
L Brands, Inc. 344,414 33,115,406 
Lowe's Companies, Inc. 66,100 4,736,726 
O'Reilly Automotive, Inc. (a) 10,000 2,609,000 
Restoration Hardware Holdings, Inc. (a)(b) 782,418 48,212,597 
Ross Stores, Inc. 244,976 13,782,350 
Signet Jewelers Ltd. 146,000 16,936,000 
TJX Companies, Inc. 381,900 27,206,556 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 27,400 4,964,058 
  268,888,836 
Textiles, Apparel & Luxury Goods - 3.1%   
adidas AG 297,600 30,644,650 
Coach, Inc. 51,100 1,893,255 
Columbia Sportswear Co. 31,700 1,749,206 
G-III Apparel Group Ltd. (a) 186,680 9,214,525 
Kate Spade & Co. (a) 302,100 5,380,401 
lululemon athletica, Inc. (a) 458,065 28,432,095 
NIKE, Inc. Class B 589,700 36,567,297 
Pandora A/S 5,700 762,578 
PVH Corp. 229,200 16,818,696 
Ralph Lauren Corp. 11,400 1,282,500 
Regina Miracle International Holdings Ltd. (a) 1,958,693 3,205,924 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 818,100 23,062,239 
Tory Burch LLC unit (c)(d) 106,817 5,589,905 
Under Armour, Inc. Class A (sub. vtg.) (a) 155,700 13,301,451 
Vera Bradley, Inc. (a) 263,000 3,887,140 
VF Corp. 46,100 2,885,860 
  184,677,722 
TOTAL CONSUMER DISCRETIONARY  1,488,910,534 
CONSUMER STAPLES - 10.0%   
Beverages - 3.9%   
Anheuser-Busch InBev SA NV ADR 74,600 9,387,664 
Coca-Cola Bottling Co. Consolidated 9,500 1,671,050 
Constellation Brands, Inc. Class A (sub. vtg.) 107,600 16,406,848 
Molson Coors Brewing Co. Class B 279,600 25,298,208 
Monster Beverage Corp. 299,881 40,492,931 
PepsiCo, Inc. 240,286 23,860,400 
The Coca-Cola Co. 2,591,481 111,226,365 
  228,343,466 
Food & Staples Retailing - 2.7%   
Costco Wholesale Corp. 210,000 31,735,200 
CVS Health Corp. 484,000 46,749,560 
Kroger Co. 750,918 29,143,128 
Sprouts Farmers Market LLC (a) 500,523 11,411,924 
Wal-Mart Stores, Inc. 51,600 3,424,176 
Walgreens Boots Alliance, Inc. 223,700 17,833,364 
Whole Foods Market, Inc. 595,260 17,447,071 
  157,744,423 
Food Products - 1.3%   
Amplify Snack Brands, Inc. 197,813 2,136,380 
Associated British Foods PLC 302,400 13,642,354 
Edita Food Industries SAE GDR (a)(e) 44,600 747,050 
Mondelez International, Inc. 847,700 36,535,870 
Premium Brands Holdings Corp. 22,800 683,561 
The Hain Celestial Group, Inc. (a) 265,100 9,644,338 
The Kraft Heinz Co. 92,300 7,204,938 
TreeHouse Foods, Inc. (a) 25,100 1,991,936 
WhiteWave Foods Co. (a) 109,429 4,130,945 
  76,717,372 
Household Products - 0.2%   
Procter & Gamble Co. 167,900 13,715,751 
Personal Products - 1.3%   
Estee Lauder Companies, Inc. Class A 172,800 14,731,200 
Herbalife Ltd. (a) 872,238 40,306,118 
Nu Skin Enterprises, Inc. Class A (b) 670,800 21,230,820 
  76,268,138 
Tobacco - 0.6%   
Imperial Tobacco Group PLC 60,886 3,296,712 
Reynolds American, Inc. 689,600 34,445,520 
  37,742,232 
TOTAL CONSUMER STAPLES  590,531,382 
ENERGY - 1.2%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 41,500 1,805,665 
Schlumberger Ltd. 44,500 3,216,015 
  5,021,680 
Oil, Gas & Consumable Fuels - 1.1%   
Anadarko Petroleum Corp. 172,978 6,761,710 
Cimarex Energy Co. 103,930 9,665,490 
Continental Resources, Inc. (a) 362,664 7,655,837 
Devon Energy Corp. 91,400 2,550,060 
Diamondback Energy, Inc. 12,900 974,595 
EOG Resources, Inc. 185,626 13,183,159 
Hess Corp. 63,200 2,686,000 
Noble Energy, Inc. 19,800 640,926 
Pioneer Natural Resources Co. 111,000 13,758,450 
Rice Energy, Inc. (a) 58,300 680,361 
SM Energy Co. 311,100 4,349,178 
Whiting Petroleum Corp. (a) 158,200 1,162,770 
  64,068,536 
TOTAL ENERGY  69,090,216 
FINANCIALS - 2.1%   
Banks - 1.5%   
Bank of America Corp. 1,334,100 18,864,174 
Citigroup, Inc. 460,789 19,620,396 
HDFC Bank Ltd. sponsored ADR 229,000 13,815,570 
JPMorgan Chase & Co. 623,272 37,084,684 
  89,384,824 
Capital Markets - 0.4%   
BlackRock, Inc. Class A 46,800 14,707,368 
Charles Schwab Corp. 205,000 5,233,650 
Fairfax India Holdings Corp. (a) 427,900 4,321,790 
  24,262,808 
Consumer Finance - 0.0%   
Synchrony Financial (a) 59,300 1,685,306 
Diversified Financial Services - 0.1%   
CME Group, Inc. 31,600 2,839,260 
Real Estate Investment Trusts - 0.1%   
Extra Space Storage, Inc. 91,400 8,289,066 
TOTAL FINANCIALS  126,461,264 
HEALTH CARE - 15.8%   
Biotechnology - 10.1%   
AbbVie, Inc. 550,800 30,238,920 
ACADIA Pharmaceuticals, Inc. (a) 35,900 742,771 
Acceleron Pharma, Inc. (a) 51,300 1,574,910 
Aduro Biotech, Inc. 32,000 463,360 
Agios Pharmaceuticals, Inc. (a) 97,900 4,133,338 
Aimmune Therapeutics, Inc. (a) 126,100 1,725,048 
Alexion Pharmaceuticals, Inc. (a) 174,604 25,479,962 
Alkermes PLC (a) 374,000 11,971,740 
Alnylam Pharmaceuticals, Inc. (a) 339,100 23,377,554 
Amgen, Inc. 603,398 92,156,977 
Ascendis Pharma A/S sponsored ADR 119,400 2,273,376 
Avalanche Biotechnologies, Inc. (a) 40,500 243,000 
BioCryst Pharmaceuticals, Inc. (a) 320,373 2,233,000 
Biogen, Inc. (a) 208,200 56,851,092 
BioMarin Pharmaceutical, Inc. (a) 70,700 5,233,214 
bluebird bio, Inc. (a) 111,200 4,599,232 
Calithera Biosciences, Inc. (a) 121,000 605,000 
Catabasis Pharmaceuticals, Inc. 168,000 1,112,160 
Celgene Corp. (a) 895,000 89,786,400 
Cellectis SA sponsored ADR 25,300 565,708 
Chiasma, Inc. (e) 95,140 979,942 
Chiasma, Inc. warrants(a) 23,784 64,904 
Chiasma, Inc. (a)(b) 107,500 1,107,250 
Chimerix, Inc. (a) 31,200 240,240 
Coherus BioSciences, Inc. (a)(b) 153,000 2,028,780 
CytomX Therapeutics, Inc. 137,854 2,057,402 
CytomX Therapeutics, Inc. (a) 53,200 835,772 
DBV Technologies SA sponsored ADR (a) 38,700 1,005,813 
Dicerna Pharmaceuticals, Inc. (a) 78,600 515,616 
Edge Therapeutics, Inc. (a) 103,800 1,153,218 
Exelixis, Inc. (a) 1,012,000 4,675,440 
FibroGen, Inc. (a) 93,400 1,894,152 
Gilead Sciences, Inc. 990,335 82,197,805 
Global Blood Therapeutics, Inc. (a)(b) 161,515 3,057,479 
Heron Therapeutics, Inc. (a) 28,000 587,720 
Intercept Pharmaceuticals, Inc. (a) 54,900 5,832,027 
Intrexon Corp. (a)(b) 145,900 4,251,526 
Ionis Pharmaceuticals, Inc. (a) 62,200 2,421,446 
Ironwood Pharmaceuticals, Inc. Class A (a) 442,916 4,088,115 
Juno Therapeutics, Inc. (a) 67,500 1,861,650 
Kite Pharma, Inc. (a) 31,600 1,500,684 
Merrimack Pharmaceuticals, Inc. (a) 813,200 5,017,444 
Mirati Therapeutics, Inc. (a) 71,028 1,529,233 
Momenta Pharmaceuticals, Inc. (a) 35,500 440,910 
Neurocrine Biosciences, Inc. (a) 209,200 8,901,460 
Novavax, Inc. (a) 146,100 752,415 
Portola Pharmaceuticals, Inc. (a) 88,900 2,936,367 
ProNai Therapeutics, Inc. (a) 92,500 765,900 
Prothena Corp. PLC (a) 38,700 1,507,365 
Radius Health, Inc. (a) 30,500 976,915 
Regeneron Pharmaceuticals, Inc. (a) 122,680 51,536,641 
REGENXBIO, Inc. (a) 37,600 522,640 
Sage Therapeutics, Inc. (a) 37,800 1,269,324 
Seattle Genetics, Inc. (a) 125,200 4,129,096 
Seres Therapeutics, Inc. 17,900 482,047 
Spark Therapeutics, Inc. 34,300 966,231 
Trevena, Inc. (a) 317,700 2,312,856 
Ultragenyx Pharmaceutical, Inc. (a) 24,400 1,370,060 
uniQure B.V. (a) 146,459 2,669,948 
Versartis, Inc. (a) 67,600 753,064 
Vertex Pharmaceuticals, Inc. (a) 319,500 28,994,625 
Xencor, Inc. (a) 37,200 402,504 
  595,960,788 
Health Care Equipment & Supplies - 1.2%   
Boston Scientific Corp. (a) 956,500 16,767,445 
DexCom, Inc. (a) 32,100 2,288,088 
Edwards Lifesciences Corp. (a) 8,100 633,501 
Glaukos Corp. (b) 22,711 370,644 
Intuitive Surgical, Inc. (a) 39,900 21,579,915 
Invuity, Inc. 163,300 1,254,144 
Medtronic PLC 200,125 15,193,490 
Nevro Corp. (a) 115,400 7,130,566 
Novocure Ltd. (a) 45,600 569,088 
Olympus Corp. 30,200 1,177,615 
  66,964,496 
Health Care Providers & Services - 0.5%   
Adeptus Health, Inc. Class A (a)(b) 162,967 7,688,783 
AmSurg Corp. (a) 166,700 12,200,773 
Cardinal Health, Inc. 31,500 2,563,155 
Dr Lal Pathlabs Ltd. 2,393 27,594 
Teladoc, Inc. (b) 190,700 3,096,968 
UnitedHealth Group, Inc. 30,200 3,477,832 
  29,055,105 
Health Care Technology - 0.1%   
athenahealth, Inc. (a) 36,700 5,204,060 
Castlight Health, Inc. Class B (a) 252,000 834,120 
Evolent Health, Inc. 77,800 767,886 
  6,806,066 
Life Sciences Tools & Services - 0.1%   
Illumina, Inc. (a) 24,338 3,844,187 
Lonza Group AG 14,126 2,164,094 
  6,008,281 
Pharmaceuticals - 3.8%   
Achaogen, Inc. (a) 161,500 584,630 
Allergan PLC (a) 345,572 98,291,044 
Bristol-Myers Squibb Co. 566,300 35,201,208 
Cempra, Inc. (a) 39,900 687,477 
CSPC Pharmaceutical Group Ltd. 786,000 664,734 
Dermira, Inc. (a) 151,700 4,247,600 
Endo Health Solutions, Inc. (a) 125,800 6,978,126 
GW Pharmaceuticals PLC ADR (a) 86,969 4,362,365 
Intra-Cellular Therapies, Inc. (a) 33,289 1,234,356 
Jazz Pharmaceuticals PLC (a) 87,900 11,316,246 
Johnson & Johnson 11,300 1,180,172 
Pacira Pharmaceuticals, Inc. (a) 34,900 2,073,758 
Teva Pharmaceutical Industries Ltd. sponsored ADR 456,500 28,065,620 
The Medicines Company (a) 160,900 5,560,704 
Valeant Pharmaceuticals International, Inc. (Canada) (a) 250,200 23,039,332 
  223,487,372 
TOTAL HEALTH CARE  928,282,108 
INDUSTRIALS - 4.7%   
Aerospace & Defense - 0.6%   
Honeywell International, Inc. 251,300 25,934,160 
Lockheed Martin Corp. 25,000 5,275,000 
Northrop Grumman Corp. 10,200 1,887,612 
Raytheon Co. 40,100 5,142,424 
  38,239,196 
Airlines - 2.1%   
American Airlines Group, Inc. 14,400 561,456 
Delta Air Lines, Inc. 704,600 31,206,734 
InterGlobe Aviation Ltd. (a) 141,443 1,842,742 
JetBlue Airways Corp. (a) 193,100 4,114,961 
Southwest Airlines Co. 1,050,800 39,531,096 
Spirit Airlines, Inc. (a) 386,600 16,159,880 
United Continental Holdings, Inc. (a) 516,800 24,951,104 
Wizz Air Holdings PLC 108,003 2,924,391 
  121,292,364 
Building Products - 0.1%   
Caesarstone Sdot-Yam Ltd. (a) 125,200 4,706,268 
Toto Ltd. 72,000 2,336,759 
  7,043,027 
Construction & Engineering - 0.2%   
Dycom Industries, Inc. (a) 167,100 11,072,046 
Electrical Equipment - 0.7%   
Acuity Brands, Inc. 56,300 11,396,809 
SolarCity Corp. (a)(b) 774,626 27,615,417 
  39,012,226 
Industrial Conglomerates - 0.7%   
Danaher Corp. 154,300 13,370,095 
General Electric Co. 865,013 25,171,878 
  38,541,973 
Machinery - 0.0%   
Rational AG 5,400 2,421,656 
Professional Services - 0.1%   
Equifax, Inc. 7,400 782,920 
WageWorks, Inc. (a) 61,600 2,755,984 
  3,538,904 
Road & Rail - 0.0%   
Swift Transporation Co. (a) 75,800 1,236,298 
Trading Companies & Distributors - 0.2%   
HD Supply Holdings, Inc. (a) 515,500 13,542,185 
TOTAL INDUSTRIALS  275,939,875 
INFORMATION TECHNOLOGY - 34.3%   
Communications Equipment - 0.5%   
Palo Alto Networks, Inc. (a) 30,997 4,633,742 
Qualcomm, Inc. 582,500 26,410,550 
  31,044,292 
Electronic Equipment & Components - 0.2%   
Fitbit, Inc. (b) 714,553 11,861,580 
Internet Software & Services - 13.9%   
58.com, Inc. ADR (a) 91,500 5,133,150 
Alibaba Group Holding Ltd. sponsored ADR (a) 602,100 40,358,763 
Alphabet, Inc.:   
Class A 532,113 405,124,229 
Class C 50,253 37,335,466 
Facebook, Inc. Class A (a) 2,112,055 236,993,692 
Gogo, Inc. (a)(b) 552,200 8,034,510 
IAC/InterActiveCorp 43,900 2,280,166 
JUST EAT Ltd. (a) 1,092,003 5,848,454 
LinkedIn Corp. Class A (a) 89,500 17,712,945 
New Relic, Inc. (a) 8,700 245,514 
Rackspace Hosting, Inc. (a) 1,331,995 26,919,619 
Tencent Holdings Ltd. 839,300 15,767,678 
Twitter, Inc. (a) 707,200 11,880,960 
Yahoo!, Inc. (a) 115,700 3,414,307 
  817,049,453 
IT Services - 4.2%   
Blackhawk Network Holdings, Inc. (a) 14,000 527,660 
Cognizant Technology Solutions Corp. Class A (a) 931,248 58,957,311 
EOH Holdings Ltd. 78,500 665,686 
MasterCard, Inc. Class A 734,100 65,356,923 
PayPal Holdings, Inc. (a) 239,800 8,666,372 
Sabre Corp. 263,200 6,740,552 
Total System Services, Inc. 54,400 2,184,704 
Visa, Inc. Class A 1,406,748 104,788,659 
  247,887,867 
Semiconductors & Semiconductor Equipment - 5.0%   
Analog Devices, Inc. 869,288 46,819,852 
Avago Technologies Ltd. 656,800 87,820,728 
Cavium, Inc. (a) 314,155 18,148,734 
Cirrus Logic, Inc. (a) 947,000 32,879,840 
Monolithic Power Systems, Inc. 42,456 2,656,472 
NVIDIA Corp. 613,929 17,981,980 
NXP Semiconductors NV (a) 1,068,569 79,907,590 
Semtech Corp. (a) 93,400 1,877,340 
SolarEdge Technologies, Inc. (b) 182,700 5,164,929 
  293,257,465 
Software - 6.8%   
1-Page Ltd. (a)(b) 1,190,296 2,959,587 
Activision Blizzard, Inc. 2,609,528 90,863,765 
Adobe Systems, Inc. (a) 263,420 23,478,625 
Appirio, Inc. (c) 43,764 185,559 
Electronic Arts, Inc. (a) 856,400 55,276,338 
Ellie Mae, Inc. (a)(b) 66,900 4,671,627 
HubSpot, Inc. (a) 17,800 722,502 
Imperva, Inc. (a) 18,400 948,704 
Microsoft Corp. 1,144,300 63,039,487 
Mobileye NV (a)(b) 326,700 8,863,371 
Paycom Software, Inc. (a) 54,600 1,646,190 
Qlik Technologies, Inc. (a) 237,800 5,954,512 
Red Hat, Inc. (a) 123,700 8,665,185 
Salesforce.com, Inc. (a) 1,497,104 101,892,898 
SAP AG sponsored ADR (b) 51,100 4,077,780 
ServiceNow, Inc. (a) 7,400 460,354 
Tableau Software, Inc. (a) 73,800 5,921,712 
Workday, Inc. Class A (a) 214,700 13,528,247 
Zendesk, Inc. (a) 242,500 5,337,425 
  398,493,868 
Technology Hardware, Storage & Peripherals - 3.7%   
Apple, Inc. 2,101,534 204,563,320 
SanDisk Corp. 84,900 6,002,430 
Western Digital Corp. 180,600 8,665,188 
  219,230,938 
TOTAL INFORMATION TECHNOLOGY  2,018,825,463 
MATERIALS - 0.5%   
Chemicals - 0.5%   
Albemarle Corp. U.S. 76,700 4,037,488 
CF Industries Holdings, Inc. 793,400 23,802,000 
LyondellBasell Industries NV Class A 7,700 600,369 
Sherwin-Williams Co. 2,300 588,041 
  29,027,898 
Containers & Packaging - 0.0%   
Ball Corp. 28,100 1,877,923 
TOTAL MATERIALS  30,905,821 
TOTAL COMMON STOCKS   
(Cost $4,770,381,589)  5,528,946,663 
Preferred Stocks - 3.5%   
Convertible Preferred Stocks - 3.4%   
CONSUMER DISCRETIONARY - 0.1%   
Internet & Catalog Retail - 0.1%   
The Honest Co., Inc.:   
Series C (a)(c) 167,087 7,645,066 
Series D (c) 27,712 1,267,963 
  8,913,029 
CONSUMER STAPLES - 0.2%   
Food & Staples Retailing - 0.1%   
Blue Apron, Inc. Series D (c) 285,138 3,963,418 
Food Products - 0.1%   
BLUE BOTTLE Coffee, Inc. Series C (c) 234,006 3,617,733 
Tobacco - 0.0%   
PAX Labs, Inc. Series C (c) 945,100 3,109,379 
TOTAL CONSUMER STAPLES  10,690,530 
FINANCIALS - 0.1%   
Consumer Finance - 0.1%   
Oportun Finance Corp. Series H (c) 1,527,120 3,802,529 
HEALTH CARE - 0.2%   
Biotechnology - 0.1%   
AC Immune SA Series E (c) 192,250 1,375,357 
Editas Medicine, Inc. Series B (c) 96,289 1,386,562 
Gensight Biologics Series B (c) 154,470 769,082 
Immunocore Ltd. Series A (c) 4,035 564,489 
Intellia Therapeutics, Inc. Series B (c) 198,515 1,042,204 
Pronutria Biosciences, Inc. Series C (c) 248,015 1,775,291 
  6,912,985 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (c) 813,618 5,495,786 
TOTAL HEALTH CARE  12,408,771 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (c) 42,650 3,795,850 
Professional Services - 0.0%   
YourPeople, Inc. Series C (c) 253,888 1,754,366 
TOTAL INDUSTRIALS  5,550,216 
INFORMATION TECHNOLOGY - 2.7%   
Internet Software & Services - 2.3%   
Jet.Com, Inc. Series B1 (c) 922,232 4,600,001 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(c) 2,578,476 125,758,019 
Series E, 8.00% (a)(c) 47,420 2,312,779 
  132,670,799 
IT Services - 0.1%   
AppNexus, Inc. Series E (a)(c) 307,049 4,915,854 
Nutanix, Inc. Series E (a)(c) 230,044 2,852,546 
  7,768,400 
Software - 0.3%   
Appirio, Inc. Series E (c) 306,351 1,298,928 
Cloudflare, Inc. Series D (a)(c) 323,080 1,579,861 
Dataminr, Inc. Series D (c) 115,901 919,906 
Delphix Corp. Series D (c) 242,876 1,214,380 
Malwarebytes Corp. Series B (c) 329,349 3,416,996 
Snapchat, Inc. Series F (c) 247,231 6,366,198 
Taboola.Com Ltd. Series E (a)(c) 289,958 2,354,459 
  17,150,728 
TOTAL INFORMATION TECHNOLOGY  157,589,927 
TOTAL CONVERTIBLE PREFERRED STOCKS  198,955,002 
Nonconvertible Preferred Stocks - 0.1%   
CONSUMER DISCRETIONARY - 0.1%   
Internet & Catalog Retail - 0.1%   
China Internet Plus Holdings Ltd. (c) 1,581,852 6,107,056 
TOTAL PREFERRED STOCKS   
(Cost $128,735,020)  205,062,058 
Money Market Funds - 2.1%   
Fidelity Cash Central Fund, 0.38% (f) 31,654,085 31,654,085 
Fidelity Securities Lending Cash Central Fund, 0.42% (f)(g) 95,917,281 95,917,281 
TOTAL MONEY MARKET FUNDS   
(Cost $127,571,366)  127,571,366 
TOTAL INVESTMENT PORTFOLIO - 99.5%   
(Cost $5,026,687,975)  5,861,580,087 
NET OTHER ASSETS (LIABILITIES) - 0.5%  26,649,958 
NET ASSETS - 100%  $5,888,230,045 

Legend

 (a) Non-income producing

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

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $214,113,992 or 3.6% of net assets.

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

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,726,992 or 0.0% of net assets.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
AC Immune SA Series E 10/19/15 $1,852,567 
Appirio, Inc. 2/12/15 $312,497 
Appirio, Inc. Series E 2/12/15 $2,187,499 
AppNexus, Inc. Series E 8/1/14 $6,150,867 
Blue Apron, Inc. Series D 5/18/15 $3,800,006 
BLUE BOTTLE Coffee, Inc. Series C 5/29/15 $7,797,080 
China Internet Plus Holdings Ltd. 1/26/15 $4,999,997 
Cloudflare, Inc. Series D 11/5/14 - 6/24/15 $2,010,032 
Dataminr, Inc. Series D 3/6/15 $1,477,738 
Delphix Corp. Series D 7/10/15 $2,185,884 
Editas Medicine, Inc. Series B 8/4/15 $1,126,589 
Gensight Biologics Series B 7/2/15 $1,190,323 
Immunocore Ltd. Series A 7/27/15 $759,303 
Intellia Therapeutics, Inc. Series B 8/20/15 $1,042,204 
Jet.Com, Inc. Series B1 11/24/15 $4,600,001 
Malwarebytes Corp. Series B 12/21/15 $3,416,996 
Mulberry Health, Inc. Series A8 1/20/16 $5,495,786 
Nutanix, Inc. Series E 8/26/14 $3,081,784 
Oportun Finance Corp. Series H 2/6/15 $4,348,169 
PAX Labs, Inc. Series C 5/22/15 $3,638,635 
Pronutria Biosciences, Inc. Series C 1/30/15 $2,499,991 
Snapchat, Inc. Series F 3/25/15 $7,594,936 
Space Exploration Technologies Corp. Series G 1/20/15 $3,303,669 
Taboola.Com Ltd. Series E 12/22/14 $3,022,928 
The Honest Co., Inc. 8/21/14 $1,937,546 
The Honest Co., Inc. Series C 8/21/14 $4,520,923 
The Honest Co., Inc. Series D 8/3/15 $1,267,963 
Tory Burch LLC unit 5/14/15 $7,600,030 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $40,000,027 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $1,579,919 
YourPeople, Inc. Series C 5/1/15 $3,783,205 

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $19,969 
Fidelity Securities Lending Cash Central Fund 1,922,899 
Total $1,942,868 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $1,503,930,619 $1,401,575,017 $78,469,142 $23,886,460 
Consumer Staples 601,221,912 573,592,316 16,939,066 10,690,530 
Energy 69,090,216 69,090,216 -- -- 
Financials 130,263,793 126,461,264 -- 3,802,529 
Health Care 940,690,879 922,125,765 6,156,343 12,408,771 
Industrials 281,490,091 266,414,327 9,525,548 5,550,216 
Information Technology 2,176,415,390 1,993,398,499 25,241,405 157,775,486 
Materials 30,905,821 30,905,821 -- -- 
Money Market Funds 127,571,366 127,571,366 -- -- 
Total Investments in Securities: $5,861,580,087 $5,511,134,591 $136,331,504 $214,113,992 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total 
Level 1 to Level 2 $61,034,357 
Level 2 to Level 1 $0 

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

Investments in Securities:  
Equities - Other Investments in Securities  
Beginning Balance $62,822,943 
Net Realized Gain (Loss) on Investment Securities (1,347,394) 
Net Unrealized Gain (Loss) on Investment Securities (9,650,691) 
Cost of Purchases 15,821,205 
Proceeds of Sales (11,307,557) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $56,338,506 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(10,261,580) 
Equities - Information Technology  
Beginning Balance $133,080,515 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities 16,677,974 
Cost of Purchases 8,016,997 
Proceeds of Sales -- 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $157,775,486 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $16,677,974 

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

Other Information

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

United States of America 87.6% 
Ireland 2.5% 
Cayman Islands 2.2% 
Netherlands 1.8% 
Singapore 1.5% 
Others (Individually Less Than 1%) 4.4% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $95,473,644) — See accompanying schedule:
Unaffiliated issuers (cost $4,899,116,609) 
$5,734,008,721  
Fidelity Central Funds (cost $127,571,366) 127,571,366  
Total Investments (cost $5,026,687,975)  $5,861,580,087 
Receivable for investments sold  43,101,081 
Receivable for fund shares sold  129,461,799 
Dividends receivable  1,725,829 
Distributions receivable from Fidelity Central Funds  303,095 
Prepaid expenses  12,573 
Other receivables  55,992 
Total assets  6,036,240,456 
Liabilities   
Payable for investments purchased $48,617,919  
Payable for fund shares redeemed 265,445  
Accrued management fee 2,668,935  
Other affiliated payables 436,189  
Other payables and accrued expenses 104,642  
Collateral on securities loaned, at value 95,917,281  
Total liabilities  148,010,411 
Net Assets  $5,888,230,045 
Net Assets consist of:   
Paid in capital  $5,079,507,865 
Undistributed net investment income  2,872,104 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (29,000,983) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  834,851,059 
Net Assets  $5,888,230,045 
Series Blue Chip Growth:   
Net Asset Value, offering price and redemption price per share ($2,350,222,639 ÷ 225,296,171 shares)  $10.43 
Class F:   
Net Asset Value, offering price and redemption price per share ($3,538,007,406 ÷ 339,138,082 shares)  $10.43 

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


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $25,332,611 
Income from Fidelity Central Funds  1,942,868 
Total income  27,275,479 
Expenses   
Management fee   
Basic fee $17,338,594  
Performance adjustment 2,017,492  
Transfer agent fees 2,077,975  
Accounting and security lending fees 581,388  
Custodian fees and expenses 106,318  
Independent trustees' compensation 14,451  
Audit 46,766  
Legal 12,865  
Interest 10,940  
Miscellaneous 19,318  
Total expenses before reductions 22,226,107  
Expense reductions (97,120) 22,128,987 
Net investment income (loss)  5,146,492 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 107,589,759  
Foreign currency transactions (100,085)  
Total net realized gain (loss)  107,489,674 
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of increase in deferred foreign taxes of $47,769) 
(852,971,143)  
Assets and liabilities in foreign currencies 3,048  
Total change in net unrealized appreciation (depreciation)  (852,968,095) 
Net gain (loss)  (745,478,421) 
Net increase (decrease) in net assets resulting from operations  $(740,331,929) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $5,146,492 $24,084,478 
Net realized gain (loss) 107,489,674 648,703,997 
Change in net unrealized appreciation (depreciation) (852,968,095) 876,323,552 
Net increase (decrease) in net assets resulting from operations (740,331,929) 1,549,112,027 
Distributions to shareholders from net investment income (14,390,063) (23,623,473) 
Distributions to shareholders from net realized gain (753,239,546) (69,954,848) 
Total distributions (767,629,609) (93,578,321) 
Share transactions - net increase (decrease) 500,238,533 (2,451,650,515) 
Total increase (decrease) in net assets (1,007,723,005) (996,116,809) 
Net Assets   
Beginning of period 6,895,953,050 7,892,069,859 
End of period (including undistributed net investment income of $2,872,104 and undistributed net investment income of $12,115,675, respectively) $5,888,230,045 $6,895,953,050 

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


Financial Highlights — Fidelity Series Blue Chip Growth Fund

 Six months ended (Unaudited) Years ended July 31,  
January 31, 2016 2015 2014 A 
Selected Per–Share Data    
Net asset value, beginning of period $13.36 $11.18 $10.00 
Income from Investment Operations    
Net investment income (loss)B C .03 .02 
Net realized and unrealized gain (loss) (1.44) 2.27 1.17 
Total from investment operations (1.44) 2.30 1.19 
Distributions from net investment income (.02) (.02) (.01) 
Distributions from net realized gain (1.48) (.10) – 
Total distributions (1.49)D (.12) (.01) 
Net asset value, end of period $10.43 $13.36 $11.18 
Total ReturnE,F (11.46)% 20.74% 11.90% 
Ratios to Average Net AssetsG,H    
Expenses before reductions .80%I .79% .74%I 
Expenses net of fee waivers, if any .80%I .78% .74%I 
Expenses net of all reductions .80%I .78% .74%I 
Net investment income (loss) .07%I .20% .26%I 
Supplemental Data    
Net assets, end of period (000 omitted) $2,350,223 $2,831,293 $3,288,708 
Portfolio turnover rateJ 61%I 57% 67%I,K 

 A For the period November 7, 2013 (commencement of operations) to July 31, 2014.

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

 D Total distributions of $1.49 per share is comprised of distributions from net investment income of $0.015 and distributions from net realized gain of $1.477 per share.

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

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

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

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

 I Annualized

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

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


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


Financial Highlights — Fidelity Series Blue Chip Growth Fund Class F

 Six months ended (Unaudited) Years ended July 31,  
January 31, 2016 2015 2014 A 
Selected Per–Share Data    
Net asset value, beginning of period $13.38 $11.19 $10.00 
Income from Investment Operations    
Net investment income (loss)B .01 .05 .03 
Net realized and unrealized gain (loss) (1.45) 2.28 1.17 
Total from investment operations (1.44) 2.33 1.20 
Distributions from net investment income (.04) (.04) (.01) 
Distributions from net realized gain (1.48) (.10) – 
Total distributions (1.51)C (.14) (.01) 
Net asset value, end of period $10.43 $13.38 $11.19 
Total ReturnD,E (11.43)% 21.00% 12.03% 
Ratios to Average Net AssetsF,G    
Expenses before reductions .64%H .62% .57%H 
Expenses net of fee waivers, if any .64%H .62% .57%H 
Expenses net of all reductions .63%H .62% .57%H 
Net investment income (loss) .23%H .37% .43%H 
Supplemental Data    
Net assets, end of period (000 omitted) $3,538,007 $4,064,661 $4,603,361 
Portfolio turnover rateI 61%H 57% 67%H,J 

 A For the period November 7, 2013 (commencement of operations) to July 31, 2014.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.51 per share is comprised of distributions from net investment income of $0.037 and distributions from net realized gain of $1.477 per share.

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

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

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

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

 H Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

Asset Type Fair Value at 01/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to
Valuation
from an
Increase
in Input(a) 
Equities $ 214,113,992 Discount Cash Flow Growth rate 2.5% Increase 
   Weighted average cost of capital 11.5% Decrease 
  Last Transaction price Transaction price $3.86 - $140.00 / $43.80 Increase 
  Market Comparable EV/EBITDA multiple 8.2 Increase 
   EV/Sales multiple 1.2 – 11.1 / 4.8 Increase 
   Discount rate 3.0% - 30.0% / 13.3% Decrease 
   P/E multiple 12.1 – 12.7 / 12.5 Increase 
   Discount for lack of marketability 10.0% - 25.0% / 16.2% Decrease 
   Premium rate 1.0% - 86.4% / 40.0% Increase 
   EV/GP multiple 4.2 Increase 
   Probability rate 90.0% - 100.0% / 95.0% Increase 
  Proposed transaction price Transaction price $8.00 Increase 
   Discount rate 10.0% Decrease 
   Index movement 30.2% Increase 
  Proxy adjustment Proxy movement 25.8% - 29.9% / 28.0% Increase 

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


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

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

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

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

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

Gross unrealized appreciation $1,196,146,814 
Gross unrealized depreciation (404,573,867) 
Net unrealized appreciation (depreciation) on securities $791,572,947 
Tax cost $5,070,007,140 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,921,504,719 and $2,326,334,185, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Blue Chip Growth as compared to its benchmark index, the Russell 1000 Growth Index, over the same 36 month performance period. The Fund's performance adjustment took effect in November 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .61% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Series Blue Chip Growth $2,077,975 .16 

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $35,048 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $49,412,389 .44% $10,940 

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,392 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities at period end is disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to 1,922,899. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $74,037 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $23,083.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Series Blue Chip Growth $3,058,399 $6,705,207 
Class F 11,331,664 16,918,266 
Total $14,390,063 $23,623,473 
From net realized gain   
Series Blue Chip Growth $304,663,602 $29,046,969 
Class F 448,575,944 40,907,879 
Total $753,239,546 $69,954,848 

10. Share Transactions.

Transactions for each class of shares were as follows:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Series Blue Chip Growth     
Shares sold 16,087,250 26,920,810 $178,155,562 $331,819,807 
Reinvestment of distributions 27,279,668 3,044,141 307,722,001 35,752,176 
Shares redeemed (29,963,805) (112,224,694) (358,977,167) (1,422,685,058) 
Net increase (decrease) 13,403,113 (82,259,743) $126,900,396 $(1,055,113,075) 
Class F     
Shares sold 37,325,081 62,307,299 $417,424,770 $764,020,110 
Reinvestment of distributions 40,774,349 4,922,720 459,907,608 57,826,145 
Shares redeemed (42,839,557) (174,704,050) (503,994,241) (2,218,383,695) 
Net increase (decrease) 35,259,873 (107,474,031) $373,338,137 $(1,396,537,440) 

11. Other.

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

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Series Blue Chip Growth .80%    
Actual  $1,000.00 $885.40 $3.79 
Hypothetical-C  $1,000.00 $1,021.11 $4.06 
Class F .64%    
Actual  $1,000.00 $885.70 $3.03 
Hypothetical-C  $1,000.00 $1,021.92 $3.25 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

XS1-SANN-0316
1.967988.102


Fidelity® Real Estate Income Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholder Expense Example


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

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary

Top Five Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Equity Lifestyle Properties, Inc. 4.2 3.5 
Acadia Realty Trust (SBI) 3.1 2.8 
MFA Financial, Inc. 2.8 3.0 
Ventas, Inc. 2.0 1.5 
WP Carey, Inc. 1.2 1.1 
 13.3  

Top 5 Bonds as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 0.9 1.0 
IAS Operating Partnership LP 5% 3/15/18 0.8 0.7 
RAIT Financial Trust 4% 10/1/33 0.7 0.8 
iStar Financial, Inc. 5.875% 3/15/16 0.7 0.6 
RWT Holdings, Inc. 5.625% 11/15/19 0.6 0.4 
 3.7  

Top Five REIT Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Mortgage 17.7 17.9 
REITs - Health Care 6.4 7.4 
REITs - Shopping Centers 5.7 5.6 
REITs - Apartments 5.3 5.0 
REITs - Manufactured Homes 5.2 4.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Common Stocks 31.0% 
   Preferred Stocks 19.2% 
   Bonds 29.5% 
   Convertible Securities 5.7% 
   Other Investments 6.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 7.8% 


 * Foreign investments - 0.7%


As of July 31, 2015 * 
   Common Stocks 30.0% 
   Preferred Stocks 19.5% 
   Bonds 31.8% 
   Convertible Securities 5.2% 
   Other Investments 7.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.2% 


 * Foreign investments - 0.9%


Investments January 31, 2016

Showing Percentage of Net Assets

Common Stocks - 31.0%   
 Shares Value 
CONSUMER DISCRETIONARY - 0.1%   
Household Durables - 0.1%   
Stanley Martin Communities LLC Class B (a)(b) 4,620 $5,586,643 
FINANCIALS - 30.9%   
Capital Markets - 0.5%   
Ellington Financial LLC 1,140,284 18,484,004 
Real Estate Investment Trusts - 29.8%   
Acadia Realty Trust (SBI) (c) 3,755,649 128,067,631 
AG Mortgage Investment Trust, Inc. 781,700 9,169,341 
American Campus Communities, Inc. 386,900 16,327,180 
American Tower Corp. 194,100 18,311,394 
Annaly Capital Management, Inc. 1,666,900 15,835,550 
Anworth Mortgage Asset Corp. 1,148,310 4,891,801 
Apartment Investment & Management Co. Class A 985,000 38,562,750 
Arbor Realty Trust, Inc. (c) 3,058,527 20,002,767 
AvalonBay Communities, Inc. 115,200 19,755,648 
Boardwalk (REIT) 136,200 4,281,710 
Care Capital Properties, Inc. 97,603 2,922,234 
CBL & Associates Properties, Inc. 2,629,473 28,266,835 
Cedar Shopping Centers, Inc. 830,510 5,863,401 
Chimera Investment Corp. 213,900 2,650,221 
Community Healthcare Trust, Inc. 254,862 4,720,044 
CYS Investments, Inc. 1,758,539 12,116,334 
Douglas Emmett, Inc. 295,800 8,749,764 
Dynex Capital, Inc. (d) 2,052,086 12,312,516 
Ellington Residential Mortgage REIT 260,000 2,979,600 
Equity Lifestyle Properties, Inc. 2,627,460 173,202,143 
Extra Space Storage, Inc. 323,200 29,311,008 
First Potomac Realty Trust 1,324,144 12,963,370 
Five Oaks Investment Corp. (d) 479,100 2,232,606 
Great Ajax Corp. 500,000 5,510,000 
Hatteras Financial Corp. 746,600 9,153,316 
Invesco Mortgage Capital, Inc. 874,600 9,900,472 
Lexington Corporate Properties Trust 5,135,782 37,645,282 
MFA Financial, Inc. 17,978,622 114,164,250 
Mid-America Apartment Communities, Inc. 507,100 47,576,122 
Monmouth Real Estate Investment Corp. Class A (d) 612,473 6,296,222 
National Retail Properties, Inc. 244,200 10,485,948 
New Senior Investment Group, Inc. 1,942,525 17,851,805 
Newcastle Investment Corp. 1,840,830 6,553,355 
NorthStar Realty Europe Corp. 1,389 13,112 
NorthStar Realty Finance Corp. 1,370,000 16,261,900 
Potlatch Corp. 769,440 22,190,650 
Sabra Health Care REIT, Inc. 915,903 16,815,979 
Select Income REIT 456,800 8,633,520 
Senior Housing Properties Trust (SBI) 2,994,400 43,358,912 
Simon Property Group, Inc. 126,100 23,489,908 
Store Capital Corp. 833,600 20,664,944 
Terreno Realty Corp. 1,728,064 38,846,879 
The Macerich Co. 155,500 12,124,335 
Two Harbors Investment Corp. 2,370,280 18,014,128 
Ventas, Inc. 1,510,786 83,576,682 
VEREIT, Inc. 1,315,034 10,138,912 
Weyerhaeuser Co. 587,700 15,050,997 
WP Carey, Inc. 866,300 50,461,975 
WP Glimcher, Inc. 565,163 5,131,680 
  1,223,407,133 
Real Estate Management & Development - 0.6%   
Brookfield Asset Management, Inc. Class A 414,000 12,497,723 
Kennedy-Wilson Holdings, Inc. 514,721 10,438,542 
The RMR Group, Inc. (a) 21 
  22,936,286 
TOTAL FINANCIALS  1,264,827,423 
TOTAL COMMON STOCKS   
(Cost $1,214,887,378)  1,270,414,066 
Preferred Stocks - 19.9%   
Convertible Preferred Stocks - 0.7%   
FINANCIALS - 0.7%   
Real Estate Investment Trusts - 0.7%   
Alexandria Real Estate Equities, Inc. Series D 7.00% 236,759 6,396,186 
Equity Commonwealth 6.50% (a) 31,237 778,738 
Lexington Corporate Properties Trust Series C, 6.50% 468,742 22,206,652 
  29,381,576 
Nonconvertible Preferred Stocks - 19.2%   
FINANCIALS - 19.2%   
Capital Markets - 0.1%   
Arlington Asset Investment Corp. 6.625% 182,517 3,259,754 
Real Estate Investment Trusts - 18.9%   
AG Mortgage Investment Trust, Inc.:   
8.00% 587,287 12,744,128 
8.25% 34,859 786,419 
Alexandria Real Estate Equities, Inc. Series E, 6.45% 145,913 3,782,065 
American Capital Agency Corp.:   
8.00% 200,000 5,040,000 
Series B, 7.75% 360,200 8,500,720 
American Capital Mortgage Investment Corp. Series A, 8.125% 248,636 5,867,810 
American Home Mortgage Investment Corp.:   
Series A, 9.75% (a) 120,300 
Series B, 9.25% (a) 124,100 
American Homes 4 Rent:   
Series A, 5.00% 579,260 14,678,448 
Series B, 5.00% 373,880 9,601,238 
Series C, 5.50% 900,053 22,933,350 
Annaly Capital Management, Inc.:   
Series A, 7.875% 134,900 3,363,057 
Series C, 7.625% 325,332 7,720,128 
Series D, 7.50% 621,976 14,516,920 
Anworth Mortgage Asset Corp. Series A, 8.625% 309,630 7,616,898 
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625% 375,101 9,272,497 
Apollo Residential Mortgage, Inc. Series A, 8.00% 284,843 6,181,093 
Arbor Realty Trust, Inc.:   
7.375% (c) 430,605 9,714,449 
Series A, 8.25% (c) 189,089 4,350,938 
Series B, 7.75% (c) 240,000 5,143,200 
Series C, 8.50% (c) 100,000 2,380,000 
Armour Residential REIT, Inc. Series B, 7.875% 153,654 3,046,959 
Ashford Hospitality Trust, Inc.:   
Series D, 8.45% 47,000 1,040,110 
Series E, 9.00% 140,751 3,359,726 
Bluerock Residental Growth (REIT), Inc. Series A 8.25% (a) 120,000 3,042,000 
Brandywine Realty Trust Series E, 6.90% 95,000 2,437,700 
Campus Crest Communities, Inc. Series A, 8.00% 582,117 15,647,305 
Capstead Mortgage Corp. Series E, 7.50% 202,984 4,755,915 
CBL & Associates Properties, Inc.:   
Series D, 7.375% 289,876 7,043,987 
Series E, 6.625% 222,063 4,956,446 
Cedar Shopping Centers, Inc. Series B, 7.25% 415,750 10,393,750 
Chesapeake Lodging Trust Series A, 7.75% 266,916 6,801,020 
Colony Financial, Inc.:   
7.125% 461,815 9,097,756 
Series A, 8.50% 283,920 6,856,668 
Series B, 7.50% 108,867 2,309,069 
Coresite Realty Corp. Series A, 7.25% 369,799 9,633,264 
Corporate Office Properties Trust Series L, 7.375% 167,140 4,248,699 
CubeSmart Series A, 7.75% 40,000 1,036,000 
CYS Investments, Inc.:   
Series A, 7.75% 117,824 2,709,952 
Series B, 7.50% 496,667 11,224,674 
DDR Corp.:   
Series J, 6.50% 340,721 8,674,757 
Series K, 6.25% 228,888 5,784,000 
Digital Realty Trust, Inc.:   
Series E, 7.00% 219,819 5,638,357 
Series G, 5.875% 145,444 3,615,738 
Series H, 7.375% 50,000 1,338,500 
DuPont Fabros Technology, Inc. Series B, 7.625% 381,202 9,652,035 
Dynex Capital, Inc.:   
Series A, 8.50% 362,932 8,220,410 
Series B, 7.625% 252,120 5,420,580 
Equity Commonwealth Series E, 7.25% 648,952 16,554,766 
Equity Lifestyle Properties, Inc. Series C, 6.75% 950,148 24,114,756 
Essex Property Trust, Inc. Series H, 7.125% 40,000 1,012,800 
First Potomac Realty Trust 7.75% 272,709 6,932,263 
Five Oaks Investment Corp. Series A, 8.75% 142,000 2,203,840 
General Growth Properties, Inc. Series A, 6.375% 166,463 4,269,776 
Gladstone Commercial Corp. Series C, 7.125% 232,238 5,887,233 
Hatteras Financial Corp. Series A, 7.625% 522,361 12,191,906 
Hersha Hospitality Trust:   
Series B, 8.00% 162,538 4,092,707 
Series C, 6.875% 50,000 1,248,500 
Hospitality Properties Trust Series D, 7.125% 40,800 1,059,168 
Inland Real Estate Corp.:   
Series A, 8.125% 466,000 11,701,260 
Series B, 6.95% 245,100 6,164,265 
Invesco Mortgage Capital, Inc.:   
Series A, 7.75% 123,342 2,651,853 
Series B, 7.75% 804,729 17,221,201 
Investors Real Estate Trust Series B, 7.95% 126,572 3,264,292 
iStar Financial, Inc.:   
Series D, 8.00% 70,367 1,455,893 
Series E, 7.875% 281,296 5,766,568 
Series F, 7.80% 451,476 9,210,110 
Series G, 7.65% 10,497 215,189 
Kilroy Realty Corp.:   
Series G, 6.875% 46,760 1,208,278 
Series H, 6.375% 143,296 3,629,688 
LaSalle Hotel Properties:   
Series H, 7.50% 141,308 3,560,962 
Series I, 6.375% 354,698 8,406,343 
LBA Realty Fund II Series B, 7.625% 31,240 697,043 
MFA Financial, Inc.:   
8.00% 538,930 13,548,700 
Series B, 7.50% 616,232 14,783,406 
Monmouth Real Estate Investment Corp.:   
Series A, 7.625% 80,000 2,113,600 
Series B, 7.875% 95,000 2,527,000 
National Retail Properties, Inc.:   
5.70% 315,498 7,925,310 
Series D, 6.625% 222,138 5,793,359 
New York Mortgage Trust, Inc.:   
7.875% 196,925 3,970,008 
Series B, 7.75% 239,697 4,846,673 
NorthStar Realty Finance Corp.:   
Series A 8.75% 7,890 165,059 
Series B, 8.25% 373,313 7,216,140 
Series C, 8.875% 329,101 6,835,428 
Series D, 8.50% 238,715 4,678,814 
Series E, 8.75% 402,327 8,042,517 
Pebblebrook Hotel Trust:   
Series A, 7.875% 412,000 10,378,280 
Series B, 8.00% 185,085 4,728,922 
Series C, 6.50% 204,321 5,044,685 
Pennsylvania (REIT) 7.375% 100,510 2,537,878 
Prologis, Inc. Series Q, 8.54% 94,446 5,885,166 
PS Business Parks, Inc.:   
Series S, 6.45% 93,809 2,424,963 
Series T, 6.00% 198,899 5,061,980 
Series U, 5.75% 600 15,090 
Public Storage 6.375% 122,000 3,307,420 
RAIT Financial Trust:   
7.125% 336,786 7,261,106 
7.625% 224,590 4,166,145 
Regency Centers Corp.:   
Series 6, 6.625% 152,661 3,982,925 
Series 7, 6.00% 176,250 4,480,275 
Resource Capital Corp. 8.625% 156,870 2,643,260 
Retail Properties America, Inc. 7.00% 394,411 9,919,437 
Sabra Health Care REIT, Inc. Series A, 7.125% 318,623 8,048,417 
Saul Centers, Inc. Series C, 6.875% 315,478 8,139,332 
Stag Industrial, Inc.:   
Series A, 9.00% 280,000 7,198,800 
Series B, 6.625% 80,300 1,997,864 
Summit Hotel Properties, Inc.:   
Series A, 9.25% 138,340 3,591,306 
Series B, 7.875% 190,173 4,925,481 
Series C, 7.125% 153,212 3,700,070 
Sun Communities, Inc. Series A, 7.125% 375,000 9,697,500 
Sunstone Hotel Investors, Inc. Series D, 8.00% 129,723 3,275,506 
Taubman Centers, Inc. Series K, 6.25% 157,322 3,995,979 
Terreno Realty Corp. Series A, 7.75% 213,890 5,561,140 
UMH Properties, Inc.:   
8.00% 156,000 4,271,280 
Series A, 8.25% 600,200 15,425,140 
Urstadt Biddle Properties, Inc.:   
6.75% 160,000 4,100,800 
Series F, 7.125% 210,000 5,386,500 
VEREIT, Inc. Series F, 6.70% 1,980,249 47,922,026 
Wells Fargo Real Estate Investment Corp. 6.375% 137,600 3,657,408 
Welltower, Inc. 6.50% 81,600 2,144,448 
WP Glimcher, Inc.:   
6.875% 256,115 6,300,429 
7.50% 198,527 4,990,969 
  775,513,338 
Real Estate Management & Development - 0.2%   
Kennedy-Wilson, Inc. 7.75% 321,574 8,167,980 
TOTAL FINANCIALS  786,941,072 
TOTAL PREFERRED STOCKS   
(Cost $833,504,891)  816,322,648 
 Principal Amount Value 
Corporate Bonds - 18.1%   
Convertible Bonds - 5.0%   
FINANCIALS - 5.0%   
Consumer Finance - 0.0%   
Zais Financial Partners LP 8% 11/15/16 (e) 2,000,000 1,916,250 
Diversified Financial Services - 0.6%   
RWT Holdings, Inc. 5.625% 11/15/19 27,540,000 24,613,875 
Real Estate Investment Trusts - 3.6%   
American Realty Capital Properties, Inc. 3.75% 12/15/20 8,160,000 7,328,700 
Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19 5,600,000 5,544,000 
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18 7,750,000 7,648,281 
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (e) 12,900,000 12,738,750 
Colony Financial, Inc.:   
3.875% 1/15/21 11,410,000 9,976,619 
5% 4/15/23 19,383,000 17,481,043 
Colony Starwood Homes 4.5% 10/15/17 1,965,000 1,947,806 
PennyMac Corp. 5.375% 5/1/20 18,000,000 16,560,000 
RAIT Financial Trust 4% 10/1/33 39,190,000 29,221,044 
Redwood Trust, Inc. 4.625% 4/15/18 14,700,000 13,560,750 
Resource Capital Corp.:   
6% 12/1/18 3,490,000 3,202,075 
8% 1/15/20 16,490,000 15,888,775 
Spirit Realty Capital, Inc. 3.75% 5/15/21 2,400,000 2,322,000 
Starwood Property Trust, Inc. 3.75% 10/15/17 3,230,000 3,161,363 
  146,581,206 
Thrifts & Mortgage Finance - 0.8%   
IAS Operating Partnership LP 5% 3/15/18 (e) 34,810,000 32,764,913 
TOTAL FINANCIALS  205,876,244 
Nonconvertible Bonds - 13.1%   
CONSUMER DISCRETIONARY - 3.8%   
Hotels, Restaurants & Leisure - 0.4%   
FelCor Lodging LP:   
5.625% 3/1/23 2,000,000 1,997,500 
6% 6/1/25 2,025,000 2,045,250 
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 4,000,000 4,120,000 
Times Square Hotel Trust 8.528% 8/1/26 (e) 7,697,500 9,125,270 
  17,288,020 
Household Durables - 3.4%   
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (e) 12,145,000 10,323,250 
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (e) 3,660,000 3,211,650 
Brookfield Residential Properties, Inc.:   
6.375% 5/15/25 (e) 2,000,000 1,685,000 
6.5% 12/15/20 (e) 1,615,000 1,461,575 
Calatlantic Group, Inc.:   
5.875% 11/15/24 3,250,000 3,371,875 
8.375% 5/15/18 13,458,000 14,837,445 
D.R. Horton, Inc.:   
4.375% 9/15/22 4,175,000 4,154,125 
4.75% 5/15/17 2,000,000 2,045,000 
5.75% 8/15/23 2,510,000 2,641,775 
KB Home:   
8% 3/15/20 8,465,000 8,655,463 
9.1% 9/15/17 4,985,000 5,333,950 
Lennar Corp.:   
4.125% 12/1/18 5,520,000 5,575,200 
4.5% 6/15/19 1,830,000 1,875,750 
4.5% 11/15/19 2,000,000 2,055,000 
6.5% 4/15/16 4,000,000 4,025,000 
6.95% 6/1/18 8,925,000 9,527,438 
Meritage Homes Corp.:   
6% 6/1/25 4,000,000 3,900,000 
7% 4/1/22 7,525,000 7,713,125 
7.15% 4/15/20 7,060,000 7,360,050 
Ryland Group, Inc.:   
6.625% 5/1/20 1,555,000 1,675,513 
8.4% 5/15/17 5,420,000 5,772,300 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (e) 4,100,000 3,833,500 
TRI Pointe Homes, Inc. 5.875% 6/15/24 3,890,000 3,773,300 
WCI Communities, Inc. 6.875% 8/15/21 1,845,000 1,881,900 
William Lyon Homes, Inc.:   
7% 8/15/22 4,180,000 4,012,800 
7% 8/15/22 (e) 1,000,000 960,000 
8.5% 11/15/20 15,550,000 16,055,375 
  137,717,359 
Media - 0.0%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. 5.625% 2/15/24 1,300,000 1,329,250 
TOTAL CONSUMER DISCRETIONARY  156,334,629 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20 428,368 463,173 
C&S Group Enterprises LLC 5.375% 7/15/22 (e) 2,505,000 2,267,025 
  2,730,198 
FINANCIALS - 8.6%   
Diversified Financial Services - 0.3%   
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
5.875% 2/1/22 3,680,000 3,289,000 
6% 8/1/20 8,000,000 7,509,200 
  10,798,200 
Real Estate Investment Trusts - 5.6%   
American Campus Communities Operating Partnership LP 4.125% 7/1/24 2,000,000 2,024,816 
ARC Properties Operating Partnership LP 4.6% 2/6/24 10,165,000 9,567,806 
CBL & Associates LP 5.25% 12/1/23 1,000,000 981,678 
Corporate Office Properties LP 3.6% 5/15/23 5,000,000 4,647,390 
Crown Castle International Corp. 5.25% 1/15/23 4,000,000 4,260,000 
CTR Partnership LP/CareTrust Capital Corp. 5.875% 6/1/21 4,955,000 4,932,703 
CubeSmart LP 4.8% 7/15/22 2,000,000 2,179,114 
DDR Corp.:   
7.5% 7/15/18 8,756,000 9,807,289 
7.875% 9/1/20 4,637,000 5,617,424 
9.625% 3/15/16 3,836,000 3,873,708 
DuPont Fabros Technology LP 5.875% 9/15/21 1,000,000 1,030,000 
Equity One, Inc. 6.25% 1/15/17 3,000,000 3,114,576 
HCP, Inc. 4% 6/1/25 1,000,000 982,552 
Health Care Property Investors, Inc.:   
5.625% 5/1/17 2,980,000 3,114,139 
6% 1/30/17 2,383,000 2,481,108 
Health Care REIT, Inc.:   
4% 6/1/25 1,551,000 1,545,148 
4.125% 4/1/19 2,000,000 2,095,970 
6.2% 6/1/16 2,750,000 2,793,799 
Healthcare Realty Trust, Inc.:   
3.75% 4/15/23 4,022,000 4,023,725 
5.75% 1/15/21 3,095,000 3,453,308 
Highwoods/Forsyth LP:   
3.625% 1/15/23 1,607,000 1,593,038 
5.85% 3/15/17 2,800,000 2,919,081 
Hospitality Properties Trust:   
5% 8/15/22 3,177,000 3,281,596 
5.625% 3/15/17 915,000 944,884 
HRPT Properties Trust:   
6.25% 8/15/16 9,675,000 9,688,245 
6.25% 6/15/17 1,055,000 1,089,462 
6.65% 1/15/18 4,246,000 4,499,270 
iStar Financial, Inc.:   
3.875% 7/1/16 2,855,000 2,840,725 
4% 11/1/17 15,210,000 14,335,425 
5% 7/1/19 15,000,000 14,100,000 
5.85% 3/15/17 3,587,000 3,649,773 
5.875% 3/15/16 27,070,000 27,036,163 
7.125% 2/15/18 5,725,000 5,682,063 
9% 6/1/17 9,175,000 9,381,438 
MPT Operating Partnership LP/MPT Finance Corp.:   
6.375% 2/15/22 3,610,000 3,664,150 
6.875% 5/1/21 2,000,000 2,070,000 
National Retail Properties, Inc. 3.3% 4/15/23 2,000,000 1,949,982 
Omega Healthcare Investors, Inc.:   
4.5% 4/1/27 2,462,000 2,361,866 
4.95% 4/1/24 2,898,000 2,942,302 
Potlatch Corp. 7.5% 11/1/19 1,000,000 1,095,000 
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20 2,000,000 2,357,732 
Select Income REIT 4.5% 2/1/25 5,000,000 4,623,970 
Senior Housing Properties Trust:   
3.25% 5/1/19 2,882,000 2,905,370 
4.75% 5/1/24 3,988,000 3,941,057 
6.75% 4/15/20 13,624,000 15,249,098 
6.75% 12/15/21 8,000,000 9,099,688 
WP Carey, Inc. 4% 2/1/25 5,000,000 4,779,490 
  230,607,121 
Real Estate Management & Development - 2.1%   
BioMed Realty LP 3.85% 4/15/16 2,000,000 2,010,694 
CBRE Group, Inc.:   
5% 3/15/23 6,020,000 6,072,344 
5.25% 3/15/25 3,295,000 3,403,906 
Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (e) 16,365,000 15,014,888 
Host Hotels & Resorts LP 5.25% 3/15/22 2,000,000 2,161,378 
Howard Hughes Corp. 6.875% 10/1/21 (e) 11,715,000 11,715,000 
Hunt Companies, Inc. 9.625% 3/1/21 (e) 7,460,000 6,676,700 
Kennedy-Wilson, Inc. 5.875% 4/1/24 9,310,000 8,891,050 
Mid-America Apartments LP:   
3.75% 6/15/24 1,663,000 1,660,075 
6.05% 9/1/16 2,500,000 2,559,108 
Realogy Group LLC/Realogy Co.-Issuer Corp.:   
4.5% 4/15/19 (e) 4,805,000 4,877,075 
5.25% 12/1/21 (e) 6,620,000 6,744,125 
Regency Centers LP 5.875% 6/15/17 300,000 316,422 
Taylor Morrison Communities, Inc./Monarch Communities, Inc.:   
5.25% 4/15/21 (e) 7,000,000 6,580,000 
5.625% 3/1/24 (e) 2,270,000 2,062,863 
Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19 2,262,000 2,373,286 
Wells Operating Partnership II LP 5.875% 4/1/18 3,000,000 3,209,613 
  86,328,527 
Thrifts & Mortgage Finance - 0.6%   
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (e) 4,755,000 4,850,100 
Ocwen Financial Corp. 6.625% 5/15/19 23,533,000 20,767,873 
  25,617,973 
TOTAL FINANCIALS  353,351,821 
HEALTH CARE - 0.4%   
Health Care Providers & Services - 0.4%   
Sabra Health Care LP/Sabra Capital Corp.:   
5.375% 6/1/23 2,795,000 2,801,988 
5.5% 2/1/21 12,305,000 12,551,100 
  15,353,088 
INDUSTRIALS - 0.1%   
Industrial Conglomerates - 0.1%   
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17 3,050,000 3,042,375 
INFORMATION TECHNOLOGY - 0.1%   
Internet Software & Services - 0.1%   
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22 4,000,000 4,060,000 
TOTAL NONCONVERTIBLE BONDS  534,872,111 
TOTAL CORPORATE BONDS   
(Cost $753,065,588)  740,748,355 
Asset-Backed Securities - 2.2%   
American Homes 4 Rent:   
Series 2014-SFR2 Class E, 6.231% 10/17/36 (e) 3,000,000 2,985,444 
Series 2014-SFR3 Class E, 6.418% 12/17/36 (e) 9,025,000 9,086,254 
Series 2015-SFR1:   
Class E, 5.639% 4/17/52 (e) 1,999,310 1,901,946 
Class F, 5.885% 4/17/52 (e) 2,000,000 1,827,407 
Series 2015-SFR2:   
Class E, 6.07% 10/17/45 (e) 7,327,000 7,140,349 
Class XS, 0% 10/17/45 (e)(f) 4,882,928 
Capital Trust RE CDO Ltd. Series 2005-1A Class D, 1.926% 3/20/50 (e)(g) 2,250,000 225 
CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (e) 759,673 767,270 
Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 500,000 414,760 
Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (e) 305,034 151,541 
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27 5,337,922 5,552,900 
Green Tree Financial Corp.:   
Series 1996-4 Class M1, 7.75% 6/15/27 1,450,222 1,424,947 
Series 1997-3 Class M1, 7.53% 3/15/28 6,696,417 6,716,635 
Invitation Homes Trust:   
Series 2013-SFR1 Class F, 4.068% 12/17/30 (e)(g) 1,750,000 1,664,629 
Series 2014-SFR1:   
Class E, 3.6005% 6/17/31 (e)(g) 10,000,000 9,609,619 
Class F, 4.1005% 6/17/31 (e)(g) 9,504,000 8,987,591 
Series 2014-SFR3:   
Class E, 4.926% 12/17/31 (e)(g) 4,336,000 4,297,808 
Class F, 5.426% 12/17/31 (e)(g) 2,215,000 2,153,830 
Series 2015-SFR2 Class E, 3.5005% 6/17/32 (e)(g) 2,450,000 2,305,618 
Series 2015-SFR3 Class F, 5.1005% 8/17/32 (e)(g) 2,000,000 1,924,643 
Series 2015-SRF1 Class F, 4.6505% 3/17/32 (e)(g) 5,500,000 5,218,910 
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40 940,050 631,947 
Merit Securities Corp. Series 13 Class M1, 7.8381% 12/28/33 (g) 1,923,000 2,008,306 
Progress Residential Trust:   
Series 2015-SFR1 Class E, 4.426% 2/17/32 (e)(g) 1,500,000 1,458,842 
Series 2015-SFR3 Class F, 6.643% 11/12/32 (e) 2,940,000 2,962,736 
Starwood Waypoint Residential Trust Series 2014-1 Class F, 4.9005% 1/17/32 (e)(g) 4,071,000 3,906,008 
Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.9836% 2/5/36 (e)(g) 3,974,526 397 
Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:   
Class A1, 0.6976% 11/21/40 (e)(g) 3,699,927 3,570,430 
Class F, 2.3276% 11/21/40 (e)(g) 250,000 168,750 
TOTAL ASSET-BACKED SECURITIES   
(Cost $94,358,207)  88,839,742 
Collateralized Mortgage Obligations - 0.2%   
Private Sponsor - 0.2%   
Countrywide Home Loans, Inc.:   
Series 2002-R2 Class 2B3, 3.6495% 7/25/33 (e)(g) 162,845 25,079 
Series 2003-R3 Class B2, 5.5% 11/25/33 (e) 634,005 24,646 
FREMF Mortgage Trust:   
Series 2010-K6 Class B, 5.3578% 12/25/46 (e)(g) 4,500,000 4,927,085 
Series 2010-K7 Class B, 5.4407% 4/25/20 (e)(g) 3,200,000 3,530,337 
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (e) 585,313 594,503 
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.2431% 6/10/35 (e)(g) 99,022 103,504 
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (e) 9,277 8,611 
RESIX Finance Ltd. floater:   
Series 2003-D Class B8, 6.6945% 12/10/35 (e)(g) 120,789 23,521 
Series 2004-A Class B7, 4.4445% 2/10/36 (e)(g) 121,307 37,787 
Series 2004-B Class B7, 4.1945% 2/10/36 (e)(g) 151,064 49,350 
TOTAL PRIVATE SPONSOR  9,324,423 
U.S. Government Agency - 0.0%   
Fannie Mae REMIC Trust:   
Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (b) 83,363 24,122 
Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.172% 2/25/42 (e)(g) 67,698 48,620 
Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.2244% 12/25/42 (b)(g) 111,429 15,918 
Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.1384% 6/25/43 (e)(g) 104,422 68,036 
Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.0163% 10/25/42 (e)(g) 46,599 12,307 
TOTAL U.S. GOVERNMENT AGENCY  169,003 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $9,390,336)  9,493,426 
Commercial Mortgage Securities - 14.0%   
Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (e) 2,000,000 2,242,371 
Banc of America Commercial Mortgage Trust:   
Series 2005-1 Class CJ, 5.3381% 11/10/42 (g) 878,434 877,630 
Series 2005-5 Class D, 5.3813% 10/10/45 (g) 3,795,800 3,794,992 
Bank of America Commercial Mortgage Trust Series 2015-UBS7 Class D, 3.167% 9/15/48 1,000,000 685,276 
Barclays Commercial Mortgage Securities LLC Series 2015-STP Class F, 4.2844% 9/10/28 (e)(g) 4,074,000 3,519,794 
Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.62% 4/12/38 (e)(g) 2,520,000 2,581,207 
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PWR11 Class AJ, 5.5101% 3/11/39 (g) 5,700,000 5,696,496 
BLCP Hotel Trust:   
floater Series 2014-CLRN Class F, 3.4596% 8/15/29 (e)(g) 2,500,000 2,324,962 
Series 2014-CLMZ Class M, 6.1535% 8/15/29 (e)(g) 10,392,875 9,795,960 
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 4.1755% 8/15/26 (e)(g) 2,500,000 2,492,103 
Carefree Portfolio Trust floater Series 2014-CARE:   
Class E, 4.426% 11/15/19 (e)(g) 4,905,000 4,838,375 
Class F, 3.0097% 11/15/19 (e)(g) 1,650,000 1,573,272 
Class MZA, 6.4025% 11/15/19 (e)(g) 16,217,000 15,994,738 
CGBAM Commercial Mortgage Trust:   
floater Series 2014-HD Class E, 3.3305% 2/15/31 (e)(g) 5,769,000 5,758,603 
Series 2015-SMRT Class F, 3.7859% 4/10/28(e)(g) 5,746,000 5,264,023 
Citigroup Commercial Mortgage Trust:   
Series 2013-GC15 Class D, 5.1045% 9/10/46 (e)(g) 5,254,000 4,706,117 
Series 2015-SHP2 Class E, 4.681% 7/15/27 (e)(g) 2,933,000 2,859,071 
COMM Mortgage Trust:   
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (e) 7,300,000 5,509,079 
Series 2012-CR5 Class D, 4.3374% 12/10/45 (e)(g) 2,000,000 1,900,687 
Series 2013-CR10 Class D, 4.7911% 8/10/46 (e)(g) 2,000,000 1,760,587 
Series 2013-CR12 Class D, 5.0842% 10/10/46 (e)(g) 4,500,000 4,125,294 
Series 2013-CR9 Class D, 4.2572% 7/10/45 (e)(g) 4,255,000 3,722,473 
Series 2013-LC6 Class D, 4.2855% 1/10/46 (e)(g) 3,870,000 3,413,010 
Series 2014-UBS2 Class D, 5.0152% 3/10/47 (e)(g) 3,713,000 3,123,200 
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (e) 1,552,481 1,505,252 
Commercial Mortgage Trust pass-thru certificates:   
Series 2012-CR1:   
Class C, 5.3634% 5/15/45 (g) 1,000,000 1,062,188 
Class D, 5.3634% 5/15/45 (e)(g) 5,550,000 5,424,024 
Series 2012-CR2:   
Class D, 4.8548% 8/15/45 (e)(g) 4,500,000 4,455,666 
Class E, 4.8548% 8/15/45 (e)(g) 6,000,000 5,600,552 
Series 2012-LC4:   
Class C, 5.6447% 12/10/44 (g) 2,000,000 2,150,816 
Class D, 5.6447% 12/10/44 (e)(g) 8,000,000 7,902,581 
Core Industrial Trust Series 2015-TEXW Class F, 3.8487% 2/10/34 (e)(g) 6,565,000 5,858,272 
Credit Suisse First Boston Mortgage Securities Corp.:   
Series 1998-C1 Class F, 6% 5/17/40 (e) 971,589 1,006,474 
Series 1998-C2 Class F, 6.75% 11/15/30 (e) 1,060,301 1,070,607 
CSMC Trust floater Series 2015-DEAL:   
Class E, 4.426% 4/15/29 (e)(g) 2,000,000 1,894,887 
Class F, 5.176% 4/15/29 (e)(g) 5,053,000 4,841,413 
DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (e)(g) 10,853,000 9,929,594 
DBUBS Mortgage Trust Series 2011-LC1A:   
Class E, 5.6634% 11/10/46 (e)(g) 12,490,000 12,957,365 
Class G, 4.652% 11/10/46 (e) 9,843,000 8,343,811 
Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (e) 500,000 500,252 
Freddie Mac:   
pass-thru certificates:   
Series K011 Class X3, 2.5754% 12/25/43 (f)(g) 12,206,096 1,387,971 
Series K012 Class X3, 2.2509% 1/25/41 (f)(g) 20,716,172 2,141,698 
Series K013 Class X3, 2.9064% 1/25/43 (f)(g) 14,360,000 1,825,452 
Series KAIV Class X2, 3.6147% 6/25/46 (f)(g) 7,430,000 1,241,023 
GAHR Commercial Mortgage Trust Series 2015-NRF:   
Class EFX, 3.3822% 12/15/19 (e)(g) 5,607,000 5,183,435 
Class FFX, 3.3822% 12/15/19 (e)(g) 8,032,000 7,169,205 
GMAC Commercial Mortgage Securities, Inc. Series 1997-C2 Class G, 6.75% 4/15/29 (g) 458,948 479,694 
GP Portfolio Trust Series 2014-GPP Class E, 4.1805% 2/15/27 (e)(g) 2,823,000 2,768,531 
Greenwich Capital Commercial Funding Corp. Series 2006-GG7 Class A4, 7.5684% 7/10/38 (g) 3,080,229 3,090,530 
GS Mortgage Securities Corp. II Series 2010-C1:   
Class D, 6.0789% 8/10/43 (e)(g) 4,000,000 4,106,028 
Class E, 4% 8/10/43 (e) 3,770,000 3,352,972 
GS Mortgage Securities Trust:   
Series 2010-C2 Class D, 5.1881% 12/10/43 (e)(g) 3,000,000 2,964,030 
Series 2011-GC5:   
Class C, 5.3078% 8/10/44 (e)(g) 9,000,000 9,627,137 
Class D, 5.3078% 8/10/44 (e)(g) 7,000,000 7,029,985 
Class E, 5.3078% 8/10/44 (e)(g) 4,049,000 3,765,560 
Class F, 4.5% 8/10/44 (e) 4,500,000 3,730,154 
Series 2012-GC6:   
Class C, 5.6314% 1/10/45 (e)(g) 3,600,000 3,808,214 
Class D, 5.6314% 1/10/45 (e)(g) 2,000,000 1,939,969 
Class E, 5% 1/10/45 (e)(g) 4,516,000 3,890,406 
Series 2012-GCJ7:   
Class C, 5.7229% 5/10/45 (g) 6,500,000 6,861,214 
Class D, 5.7229% 5/10/45 (e)(g) 5,500,000 5,312,630 
Class E, 5% 5/10/45 (e) 6,920,000 5,593,336 
Series 2012-GCJ9 Class D, 4.8524% 11/10/45 (e)(g) 4,504,000 4,107,122 
Series 2013-GC16:   
Class D, 5.3158% 11/10/46 (e)(g) 3,750,000 3,359,346 
Class F, 3.5% 11/10/46 (e) 7,303,000 5,227,035 
Hilton U.S.A. Trust:   
floater Series 2014-ORL Class E, 3.5805% 7/15/29 (e)(g) 7,241,000 6,947,886 
Series 2013-HLT Class EFX, 4.4533% 11/5/30 (e)(g) 5,000,000 4,993,814 
Invitation Homes Trust floater Series 2013-SFR1 Class E, 3.068% 12/17/30 (e)(g) 1,500,000 1,427,129 
JPMorgan Chase Commercial Mortgage Securities Corp.:   
Series 2003-C1 Class F, 5.4229% 1/12/37 (e)(g) 1,000,000 995,279 
Series 2009-IWST:   
Class C, 7.4453% 12/5/27 (e)(g) 3,000,000 3,498,814 
Class D, 7.4453% 12/5/27 (e)(g) 9,550,000 11,102,727 
Series 2010-CNTR:   
Class D, 6.1838% 8/5/32 (e)(g) 4,500,000 4,962,768 
Class XB, 0.9305% 8/5/32 (e)(f)(g) 32,655,000 1,072,965 
Series 2012-CBX:   
Class C, 5.2377% 6/15/45 (g) 4,530,000 4,667,393 
Class F, 4% 6/15/45 (e) 5,000,000 4,035,745 
Class G 4% 6/15/45 (e) 4,044,000 2,816,098 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater:   
Series 2014-FBLU Class E, 3.8305% 12/15/28 (e)(g) 2,406,000 2,370,857 
Series 2014-INN:   
Class E, 4.026% 6/15/29 (e)(g) 9,607,000 9,439,807 
Class F, 4.426% 6/15/29 (e)(g) 9,618,000 9,417,957 
Series 2005-LDP5 Class AJ, 5.4758% 12/15/44 (g) 54,979 54,945 
Series 2011-C4 Class F, 3.873% 7/15/46 (e) 1,400,000 1,227,673 
Series 2013-LC11:   
Class D, 4.2384% 4/15/46 (g) 5,250,000 4,543,023 
Class F, 3.25% 4/15/46 (e)(g) 2,518,000 1,647,056 
Series 2014-DSTY Class E, 3.8046% 6/10/27 (e)(g) 2,525,000 2,307,361 
Series 2015-UES Class F, 3.621% 9/5/32 (e)(g) 3,500,000 3,177,674 
JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8 Class H, 6% 7/15/31 (e) 874,381 818,778 
LB-UBS Commercial Mortgage Trust:   
sequential payer Series 2006-C7 Class AM, 5.378% 11/15/38 2,040,000 2,080,036 
Series 2006-C4:   
Class A4, 5.8201% 6/15/38 (g) 3,520,012 3,528,955 
Class AJ, 5.8401% 6/15/38 (g) 7,005,000 7,074,721 
Class AM, 5.8401% 6/15/38 (g) 6,700,000 6,792,603 
LSTAR Commercial Mortgage Trust Series 2014-2:   
Class D, 4.9783% 1/20/41 (e)(g) 3,000,000 2,737,147 
Class E, 4.9783% 1/20/41 (e)(g) 4,800,000 3,854,782 
Mach One Trust LLC Series 2004-1A Class H, 6.0648% 5/28/40 (e)(g) 479,012 477,815 
Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.6664% 5/12/39 (g) 1,200,000 1,204,301 
Mezz Capital Commercial Mortgage Trust Series 2004-C1 Class IO, 8.8661% 1/15/37 (e)(f)(g) 348,229 21,416 
Morgan Stanley BAML Trust:   
Series 2012-C6 Class D, 4.6573% 11/15/45 (e)(g) 2,000,000 1,840,773 
Series 2013-C12 Class D, 4.7664% 10/15/46 (e)(g) 3,250,000 2,961,700 
Series 2013-C13:   
Class D, 4.8939% 11/15/46 (e)(g) 3,100,000 2,834,372 
Class E, 4.8939% 11/15/46 (e)(g) 3,379,000 2,701,398 
Series 2013-C7 Class E, 4.2965% 2/15/46 (e)(g) 1,000,000 845,463 
Series 2013-C9 Class D, 4.1611% 5/15/46 (e)(g) 5,000,000 4,246,427 
Morgan Stanley Capital I Trust:   
sequential payer:   
Series 2006-HQ10 Class AM, 5.36% 11/12/41 8,200,000 8,337,647 
Series 2012-C4 Class E, 5.5245% 3/15/45 (e)(g) 5,630,000 5,500,149 
Series 1997-RR Class F, 7.4216% 4/30/39 (e)(g) 740,663 727,702 
Series 1998-CF1 Class G, 7.35% 7/15/32 (e) 2,386,972 2,389,695 
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43 7,500,000 7,673,122 
Series 2011-C1 Class C, 5.4382% 9/15/47 (e)(g) 4,000,000 4,283,740 
Series 2011-C2:   
Class D, 5.3028% 6/15/44 (e)(g) 4,610,000 4,776,664 
Class E, 5.3028% 6/15/44 (e)(g) 9,600,000 9,594,948 
Class F, 5.3028% 6/15/44 (e)(g) 4,440,000 4,128,554 
Class XB, 0.4583% 6/15/44 (e)(f)(g) 63,708,222 1,589,170 
Series 2011-C3:   
Class C, 5.1783% 7/15/49 (e)(g) 2,000,000 2,117,105 
Class D, 5.1783% 7/15/49 (e)(g) 7,400,000 7,456,765 
Class G, 5.1783% 7/15/49 (e)(g) 3,283,000 2,675,801 
Series 2012-C4 Class D, 5.5245% 3/15/45 (e)(g) 6,310,000 6,364,725 
Series 2015-UBS8 Class D, 3.25% 12/15/48 (e) 5,013,000 3,491,237 
Motel 6 Trust Series 2015-MTL6:   
Class E, 5.2785% 2/5/30 (e) 5,778,000 5,548,489 
Class F, 5% 2/5/30 (e) 10,728,000 9,870,337 
MSJP Commercial Securities Mortgage Trust Series 2015-HAUL Class E, 4.851% 9/5/47 (e)(g) 1,500,000 1,247,609 
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (e) 4,752,299 5,843,427 
SCG Trust Series 2013-SRP1 Class D, 3.6742% 11/15/26 (e)(g) 1,000,000 971,188 
TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5102% 8/15/39 (g) 884,336 887,598 
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (e) 10,630,000 10,722,216 
UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5344% 5/10/45 (e)(g) 3,235,000 3,197,398 
UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49 1,412,215 1,402,675 
UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 5.8878% 1/10/45 (e)(g) 3,000,000 3,393,280 
Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (e) 2,540,000 2,829,192 
Wachovia Bank Commercial Mortgage Trust Series 2004-C11 Class D, 5.1191% 1/15/41 (g) 5,177,000 5,257,930 
Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.7768% 10/15/45 (e)(g) 9,999,000 9,260,385 
WF-RBS Commercial Mortgage Trust:   
sequential payer Series 2011-C4I Class G, 5% 6/15/44 (e) 4,000,000 3,066,684 
Series 2011-C3:   
Class C, 5.335% 3/15/44 (e) 4,900,000 5,159,663 
Class D, 5.5722% 3/15/44 (e)(g) 1,000,000 1,016,292 
Class E, 5% 3/15/44 (e) 3,000,000 2,678,416 
Series 2011-C5:   
Class F, 5.25% 11/15/44 (e)(g) 3,000,000 2,416,400 
Class G, 5.25% 11/15/44 (e)(g) 2,000,000 1,531,082 
Series 2012-C10 Class E, 4.4542% 12/15/45 (e)(g) 4,090,000 3,088,721 
Series 2012-C7:   
Class D, 4.8377% 6/15/45 (e)(g) 2,380,000 2,363,987 
Class F, 4.5% 6/15/45 (e) 2,000,000 1,688,720 
Series 2013-C11:   
Class D, 4.1794% 3/15/45 (e)(g) 5,830,000 5,041,972 
Class E, 4.1794% 3/15/45 (e)(g) 4,780,000 3,844,105 
Series 2013-C13 Class D, 4.1386% 5/15/45 (e)(g) 4,000,000 3,570,867 
Series 2013-UBS1 Class D, 4.6299% 3/15/46 (e)(g) 1,668,000 1,481,765 
WFCG Commercial Mortgage Trust floater Series 2015-BXRP:   
Class F, 4.0508% 11/15/29 (e)(g) 5,152,378 5,101,792 
Class G, 3.3505% 11/15/29 (e)(g) 3,391,668 3,083,539 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $560,702,920)  574,426,162 
Bank Loan Obligations - 6.8%   
CONSUMER DISCRETIONARY - 2.8%   
Hotels, Restaurants & Leisure - 2.1%   
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (g) 13,170,905 11,452,101 
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (g) 10,143,093 8,384,991 
Cooper Hotel Group 12% 11/6/17 13,156,538 13,814,365 
ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (g) 14,218,748 14,254,294 
Four Seasons Holdings, Inc.:   
Tranche 2LN, term loan 6.25% 12/27/20 (g) 2,150,000 2,115,063 
Tranche B 1LN, term loan 3.5% 6/27/20 (g) 1,986,701 1,956,900 
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (g) 14,821,555 14,787,317 
La Quinta Intermediate Holdings LLC Tranche B LN, term loan 3.75% 4/14/21 (g) 13,115,812 12,574,785 
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (g) 6,438,522 6,213,174 
Ryman Hospitality Properties, Inc. Tranche B, term loan 3.5% 1/15/21 (g) 2,255,650 2,244,372 
  87,797,362 
Media - 0.2%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (g) 7,776,563 7,672,046 
Multiline Retail - 0.4%   
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (g) 15,306,656 14,943,123 
Specialty Retail - 0.1%   
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 5.5% 10/11/18 (g) 6,181,627 6,173,900 
TOTAL CONSUMER DISCRETIONARY  116,586,431 
CONSUMER STAPLES - 0.4%   
Food & Staples Retailing - 0.4%   
Albertson's LLC:   
Tranche B 2LN, term loan 5.5% 3/21/19 (g) 5,084,922 5,031,225 
Tranche B 3LN, term loan 5.125% 8/25/19 (g) 8,166,812 7,983,059 
Tranche B 5LN, term loan 12/21/22 (h) 5,005,000 4,886,131 
  17,900,415 
ENERGY - 0.5%   
Oil, Gas & Consumable Fuels - 0.5%   
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (g) 2,000,000 1,800,000 
Panda Sherman Power, LLC term loan 9% 9/14/18 (g) 7,112,245 6,223,215 
Panda Temple Power, LLC term loan 7.25% 4/3/19 (g) 8,580,000 7,293,000 
TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (g) 4,190,353 4,014,903 
  19,331,118 
FINANCIALS - 1.8%   
Real Estate Investment Trusts - 0.3%   
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (g) 10,767,409 10,583,501 
Real Estate Management & Development - 1.3%   
AmeriCold Reality Operating Partnership LP Tranche B, term loan 6.5% 12/1/22 (g) 8,345,000 8,324,138 
CityCenter 8.74% 7/12/16 (g) 2,220,904 2,220,904 
NorthStar Asset Management LP Tranche B 1LN, term loan 4.625% 1/29/23 (g) 5,010,000 4,834,650 
Realogy Corp. Credit-Linked Deposit 4.6795% 10/10/16 (g) 418,475 412,198 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (g) 37,814,057 37,511,545 
  53,303,435 
Thrifts & Mortgage Finance - 0.2%   
Ocwen Loan Servicing, LLC Tranche B, term loan 5.5% 2/15/18 (g) 7,680,832 7,666,469 
TOTAL FINANCIALS  71,553,405 
HEALTH CARE - 0.1%   
Health Care Providers & Services - 0.1%   
Community Health Systems, Inc.:   
Tranche F, term loan 3.6567% 12/31/18 (g) 1,985,000 1,951,632 
Tranche H, term loan 4% 1/27/21 (g) 3,104,062 2,983,779 
  4,935,411 
INDUSTRIALS - 0.4%   
Commercial Services & Supplies - 0.3%   
Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (g) 3,930,000 3,507,525 
Pilot Travel Centers LLC Tranche B, term loan 3.75% 10/3/21 (g) 7,200,000 7,198,200 
  10,705,725 
Construction & Engineering - 0.1%   
Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (g) 5,635,081 5,547,061 
TOTAL INDUSTRIALS  16,252,786 
UTILITIES - 0.8%   
Electric Utilities - 0.5%   
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (g) 7,269,112 6,828,458 
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (g) 3,344,688 3,252,709 
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (g) 7,910,170 7,560,145 
Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (g) 2,742,300 2,701,166 
  20,342,478 
Independent Power and Renewable Electricity Producers - 0.3%   
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (g) 1,960,000 1,900,220 
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (g) 11,427,742 10,099,267 
  11,999,487 
TOTAL UTILITIES  32,341,965 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $288,225,610)  278,901,531 
Preferred Securities - 0.0%   
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (e) 1,220,000 236,558 
Thrifts & Mortgage Finance - 0.0%   
Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (e) 500,000 250 
TOTAL FINANCIALS   
(Cost $1,297,768)  236,808 
 Shares Value 
Money Market Funds - 7.7%   
Fidelity Cash Central Fund, 0.38% (i) 315,432,448 315,432,448 
Fidelity Securities Lending Cash Central Fund, 0.42% (i)(j) 836,900 836,900 
TOTAL MONEY MARKET FUNDS   
(Cost $316,269,348)  316,269,348 
TOTAL INVESTMENT PORTFOLIO - 99.9%   
(Cost $4,071,702,046)  4,095,652,086 
NET OTHER ASSETS (LIABILITIES) - 0.1%  4,270,263 
NET ASSETS - 100%  $4,099,922,349 

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,626,683 or 0.1% of net assets.

 (c) Affiliated company

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

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $710,214,608 or 17.3% of net assets.

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

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

 (h) The coupon rate will be determined upon settlement of the loan after period end.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 5/21/03 $72,239 
Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.2244% 12/25/42 3/25/03 $66,253 
Stanley Martin Communities LLC Class B 8/3/05 - 3/1/07 $4,244,623 

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $276,541 
Fidelity Securities Lending Cash Central Fund 12,966 
Total $289,507 

Other Affiliated Issuers

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

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Acadia Realty Trust (SBI) $119,299,759 $826,274 $-- $1,870,757 $128,067,631 
Arbor Realty Trust, Inc. 20,991,789 -- 75,982 920,693 20,002,767 
Arbor Realty Trust, Inc. 7.375% 10,597,189 -- -- 396,964 9,714,449 
Arbor Realty Trust, Inc. Series A, 8.25% 4,814,206 -- -- 194,998 4,350,938 
Arbor Realty Trust, Inc. Series B, 7.75% 5,940,000 -- -- 232,500 5,143,200 
Arbor Realty Trust, Inc. Series C, 8.50% 2,578,000 -- -- 106,250 2,380,000 
Total $164,220,943 $826,274 $75,982 $3,722,162 $169,658,985 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $5,586,643 $-- $-- $5,586,643 
Financials 2,081,150,071 2,045,965,022 35,185,047 
Corporate Bonds 740,748,355 -- 740,748,355 -- 
Asset-Backed Securities 88,839,742 -- 84,316,452 4,523,290 
Collateralized Mortgage Obligations 9,493,426 -- 9,164,040 329,386 
Commercial Mortgage Securities 574,426,162 -- 574,404,746 21,416 
Bank Loan Obligations 278,901,531 -- 262,454,064 16,447,467 
Preferred Securities 236,808 -- -- 236,808 
Money Market Funds 316,269,348 316,269,348 -- -- 
Total Investments in Securities: $4,095,652,086 $2,362,234,370 $1,706,272,704 $27,145,012 

Other Information

The composition of credit quality ratings as a percentage of Total Net Assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations 0.3% 
AAA,AA,A 3.2% 
BBB 7.7% 
BB 10.2% 
9.9% 
CCC,CC,C 0.8% 
0.0% 
Not Rated 9.2% 
Equities 50.9% 
Short-Term Investments and Net Other Assets 7.8% 
 100.0% 

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

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $830,672) — See accompanying schedule:
Unaffiliated issuers (cost $3,629,713,380) 
$3,609,723,753  
Fidelity Central Funds (cost $316,269,348) 316,269,348  
Other affiliated issuers (cost $125,719,318) 169,658,985  
Total Investments (cost $4,071,702,046)  $4,095,652,086 
Cash  406,585 
Receivable for investments sold  10,498,133 
Receivable for fund shares sold  6,810,879 
Dividends receivable  2,831,056 
Interest receivable  16,631,028 
Distributions receivable from Fidelity Central Funds  90,835 
Prepaid expenses  7,239 
Other receivables  6,404 
Total assets  4,132,934,245 
Liabilities   
Payable for investments purchased $22,893,903  
Payable for fund shares redeemed 6,090,145  
Accrued management fee 1,865,778  
Distribution and service plan fees payable 336,650  
Other affiliated payables 895,024  
Other payables and accrued expenses 93,496  
Collateral on securities loaned, at value 836,900  
Total liabilities  33,011,896 
Net Assets  $4,099,922,349 
Net Assets consist of:   
Paid in capital  $4,058,965,412 
Undistributed net investment income  5,433,035 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  11,573,767 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  23,950,135 
Net Assets  $4,099,922,349 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($502,555,910 ÷ 45,733,048 shares)  $10.99 
Maximum offering price per share (100/96.00 of $10.99)  $11.45 
Class T:   
Net Asset Value and redemption price per share ($55,119,063 ÷ 5,012,997 shares)  $11.00 
Maximum offering price per share (100/96.00 of $11.00)  $11.46 
Class C:   
Net Asset Value and offering price per share ($266,307,883 ÷ 24,437,854 shares)(a)  $10.90 
Real Estate Income:   
Net Asset Value, offering price and redemption price per share ($2,432,269,584 ÷ 220,305,689 shares)  $11.04 
Class I:   
Net Asset Value, offering price and redemption price per share ($843,669,909 ÷ 76,623,780 shares)  $11.01 

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


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


Statement of Operations

  Six months ended January 31, 2016 
Investment Income   
Dividends (including $3,722,162 earned from other affiliated issuers)  $57,796,227 
Interest  54,330,088 
Income from Fidelity Central Funds  289,507 
Total income  112,415,822 
Expenses   
Management fee $11,438,256  
Transfer agent fees 4,677,965  
Distribution and service plan fees 2,074,923  
Accounting and security lending fees 666,667  
Custodian fees and expenses 18,251  
Independent trustees' compensation 9,217  
Registration fees 92,142  
Audit 92,436  
Legal 8,157  
Miscellaneous 11,803  
Total expenses before reductions 19,089,817  
Expense reductions (38,726) 19,051,091 
Net investment income (loss)  93,364,731 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 27,697,024  
Other affiliated issuers (10,109)  
Foreign currency transactions (103,705)  
Total net realized gain (loss)  27,583,210 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(192,848,074)  
Assets and liabilities in foreign currencies 70,075  
Total change in net unrealized appreciation (depreciation)  (192,777,999) 
Net gain (loss)  (165,194,789) 
Net increase (decrease) in net assets resulting from operations  $(71,830,058) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $93,364,731 $200,528,467 
Net realized gain (loss) 27,583,210 54,207,307 
Change in net unrealized appreciation (depreciation) (192,777,999) (52,184,229) 
Net increase (decrease) in net assets resulting from operations (71,830,058) 202,551,545 
Distributions to shareholders from net investment income (122,107,962) (199,452,326) 
Distributions to shareholders from net realized gain (51,815,947) (75,677,564) 
Total distributions (173,923,909) (275,129,890) 
Share transactions - net increase (decrease) 28,537,379 215,193,161 
Redemption fees 122,503 424,938 
Total increase (decrease) in net assets (217,094,085) 143,039,754 
Net Assets   
Beginning of period 4,317,016,434 4,173,976,680 
End of period (including undistributed net investment income of $5,433,035 and undistributed net investment income of $34,176,266, respectively) $4,099,922,349 $4,317,016,434 

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


Financial Highlights — Fidelity Real Estate Income Fund Class A

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.66 $11.86 $11.67 $11.26 $10.73 $9.94 
Income from Investment Operations       
Net investment income (loss)A .25 .52 .49 .54 .52 .53 
Net realized and unrealized gain (loss) (.45) .02 .44 .60 .61 .76 
Total from investment operations (.20) .54 .93 1.14 1.13 1.29 
Distributions from net investment income (.33) (.52) (.50) (.53) (.51) (.50) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.47) (.74)B (.74) (.73) (.60)C (.50) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $10.99 $11.66 $11.86 $11.67 $11.26 $10.73 
Total ReturnE,F,G (1.74)% 4.65% 8.49% 10.45% 11.24% 13.27% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.03%J 1.04% 1.06% 1.08% 1.12% 1.13% 
Expenses net of fee waivers, if any 1.03%J 1.03% 1.05% 1.08% 1.12% 1.13% 
Expenses net of all reductions 1.03%J 1.03% 1.05% 1.07% 1.11% 1.12% 
Net investment income (loss) 4.36%J 4.40% 4.28% 4.62% 4.89% 5.00% 
Supplemental Data       
Net assets, end of period (000 omitted) $502,556 $495,462 $442,271 $378,269 $137,352 $60,283 
Portfolio turnover rateK 15%J 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.74 per share is comprised of distributions from net investment income of $.523 and distributions from net realized gain of $.212 per share.

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

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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


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


Financial Highlights — Fidelity Real Estate Income Fund Class T

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.66 $11.86 $11.67 $11.26 $10.72 $9.94 
Income from Investment Operations       
Net investment income (loss)A .25 .51 .49 .54 .52 .52 
Net realized and unrealized gain (loss) (.44) .02 .43 .60 .62 .76 
Total from investment operations (.19) .53 .92 1.14 1.14 1.28 
Distributions from net investment income (.32) (.52) (.50) (.53) (.50) (.50) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.47)B (.73) (.73)C (.73) (.60) (.50) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $11.00 $11.66 $11.86 $11.67 $11.26 $10.72 
Total ReturnE,F,G (1.67)% 4.62% 8.44% 10.42% 11.33% 13.11% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.07%J 1.06% 1.08% 1.08% 1.11% 1.16% 
Expenses net of fee waivers, if any 1.07%J 1.06% 1.08% 1.08% 1.11% 1.16% 
Expenses net of all reductions 1.07%J 1.06% 1.07% 1.08% 1.11% 1.16% 
Net investment income (loss) 4.33%J 4.37% 4.26% 4.61% 4.90% 4.96% 
Supplemental Data       
Net assets, end of period (000 omitted) $55,119 $55,424 $48,164 $46,198 $26,143 $7,626 
Portfolio turnover rateK 15%J 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.47 per share is comprised of distributions from net investment income of $.324 and distributions from net realized gain of $.142 per share.

 C Total distributions of $.73 per share is comprised of distributions from net investment income of $.496 and distributions from net realized gain of $.236 per share.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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


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


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


Financial Highlights — Fidelity Real Estate Income Fund Class C

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.55 $11.77 $11.59 $11.20 $10.67 $9.93 
Income from Investment Operations       
Net investment income (loss)A .20 .43 .40 .45 .44 .45 
Net realized and unrealized gain (loss) (.43) .01 .43 .60 .62 .74 
Total from investment operations (.23) .44 .83 1.05 1.06 1.19 
Distributions from net investment income (.28) (.45) (.42) (.46) (.43) (.45) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.42) (.66) (.65)B (.66) (.53) (.45) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $10.90 $11.55 $11.77 $11.59 $11.20 $10.67 
Total ReturnD,E,F (2.02)% 3.82% 7.66% 9.66% 10.49% 12.25% 
Ratios to Average Net AssetsG,H       
Expenses before reductions 1.79%I 1.79% 1.79% 1.81% 1.87% 1.89% 
Expenses net of fee waivers, if any 1.79%I 1.78% 1.79% 1.81% 1.87% 1.89% 
Expenses net of all reductions 1.78%I 1.78% 1.79% 1.81% 1.87% 1.89% 
Net investment income (loss) 3.61%I 3.65% 3.54% 3.88% 4.14% 4.23% 
Supplemental Data       
Net assets, end of period (000 omitted) $266,308 $291,387 $246,306 $204,012 $52,780 $21,555 
Portfolio turnover rateJ 15%I 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.65 per share is comprised of distributions from net investment income of $.417 and distributions from net realized gain of $.236 per share.

 C Amount represents less than $.005 per share.

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

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

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

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

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

 I Annualized

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


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


Financial Highlights — Fidelity Real Estate Income Fund

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.71 $11.91 $11.71 $11.29 $10.75 $9.95 
Income from Investment Operations       
Net investment income (loss)A .26 .54 .52 .57 .54 .55 
Net realized and unrealized gain (loss) (.45) .02 .44 .60 .62 .76 
Total from investment operations (.19) .56 .96 1.17 1.16 1.31 
Distributions from net investment income (.34) (.55) (.53) (.55) (.52) (.51) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.48) (.76) (.76)B (.75) (.62) (.51) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $11.04 $11.71 $11.91 $11.71 $11.29 $10.75 
Total ReturnD,E (1.61)% 4.84% 8.78% 10.71% 11.50% 13.41% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .84%H .83% .83% .84% .90% .92% 
Expenses net of fee waivers, if any .84%H .82% .83% .84% .89% .92% 
Expenses net of all reductions .84%H .82% .83% .84% .89% .92% 
Net investment income (loss) 4.55%H 4.61% 4.50% 4.85% 5.12% 5.21% 
Supplemental Data       
Net assets, end of period (000 omitted) $2,432,270 $2,561,268 $2,627,382 $2,884,545 $2,252,149 $1,660,063 
Portfolio turnover rateI 15%H 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.76 per share is comprised of distributions from net investment income of $.525 and distributions from net realized gain of $.236 per share.

 C Amount represents less than $.005 per share.

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

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

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

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

 H Annualized

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


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


Financial Highlights — Fidelity Real Estate Income Fund Class I

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.68 $11.88 $11.69 $11.28 $10.74 $9.95 
Income from Investment Operations       
Net investment income (loss)A .26 .55 .52 .57 .55 .55 
Net realized and unrealized gain (loss) (.44) .02 .44 .60 .62 .76 
Total from investment operations (.18) .57 .96 1.17 1.17 1.31 
Distributions from net investment income (.34) (.55) (.53) (.56) (.53) (.52) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.49)B (.77)C (.77) (.76) (.63) (.52) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $11.01 $11.68 $11.88 $11.69 $11.28 $10.74 
Total ReturnE,F (1.58)% 4.92% 8.76% 10.72% 11.62% 13.44% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .77%I .77% .78% .80% .84% .89% 
Expenses net of fee waivers, if any .77%I .77% .78% .80% .84% .89% 
Expenses net of all reductions .77%I .77% .78% .80% .84% .89% 
Net investment income (loss) 4.62%I 4.66% 4.55% 4.89% 5.17% 5.24% 
Supplemental Data       
Net assets, end of period (000 omitted) $843,670 $913,475 $809,854 $610,045 $217,435 $43,282 
Portfolio turnover rateJ 15%I 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.49 per share is comprised of distributions from net investment income of $.344 and distributions from net realized gain of $.142 per share.

 C Total distributions of $.77 per share is comprised of distributions from net investment income of $.554 and distributions from net realized gain of $.212 per share.

 D Amount represents less than $.005 per share.

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

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

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

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

 I Annualized

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


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


Notes to Financial Statements

For the period ended January 31, 2016

1. Organization.

Fidelity Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Real Estate Income and Class I shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

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

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

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, equity-debt classifications, certain conversion ratio adjustments, partnerships and losses deferred due to wash sales.

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

Gross unrealized appreciation $334,852,544 
Gross unrealized depreciation (312,097,638) 
Net unrealized appreciation (depreciation) on securities $22,754,906 
Tax cost $4,072,897,180 

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

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $297,303,556 and $387,535,386, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

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

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $606,187 $4,643 
Class T -% .25% 69,476 – 
Class C .75% .25% 1,399,260 254,178 
   $2,074,923 $258,821 

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges are 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 Retained
by FDC 
Class A $36,180 
Class T 4,664 
Class C(a) 17,718 
 $58,562 

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


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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $465,764 .19 
Class T 62,806 .23 
Class C 272,734 .19 
Real Estate Income 3,114,175 .25 
Class I 762,486 .18 
 $ 4,677,965  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $4,734 for the period.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,805 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $12,966. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $22,145 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,735.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14,846.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Class A $13,783,244 $21,010,715 
Class T 1,575,598 2,305,119 
Class C 6,852,507 10,465,476 
Real Estate Income 74,108,924 122,206,251 
Class I 25,787,689 43,464,765 
Total $122,107,962 $199,452,326 
From net realized gain   
Class A $6,008,169 $7,958,848 
Class T 680,042 875,220 
Class C 3,527,228 4,645,932 
Real Estate Income 30,805,486 46,720,433 
Class I 10,795,022 15,477,131 
Total $51,815,947 $75,677,564 

10. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 8,833,232 17,614,783 $99,136,860 $207,492,435 
Reinvestment of distributions 1,654,994 2,253,682 18,423,230 26,209,333 
Shares redeemed (7,261,614) (14,664,043) (81,991,780) (171,937,484) 
Net increase (decrease) 3,226,612 5,204,422 $35,568,310 $61,764,284 
Class T     
Shares sold 585,301 1,551,308 $6,617,495 $18,286,948 
Reinvestment of distributions 187,688 251,652 2,090,146 2,927,374 
Shares redeemed (512,341) (1,110,729) (5,798,010) (13,074,996) 
Net increase (decrease) 260,648 692,231 $2,909,631 $8,139,326 
Class C     
Shares sold 2,124,908 7,875,459 $23,840,323 $92,082,413 
Reinvestment of distributions 822,712 1,105,279 9,089,251 12,763,694 
Shares redeemed (3,727,311) (4,690,719) (41,694,636) (54,577,835) 
Net increase (decrease) (779,691) 4,290,019 $(8,765,062) $50,268,272 
Real Estate Income     
Shares sold 22,973,738 51,184,144 $261,251,386 $605,520,317 
Reinvestment of distributions 8,268,560 12,742,585 92,453,420 148,826,128 
Shares redeemed (29,628,387) (65,882,524) (336,288,502) (777,479,294) 
Net increase (decrease) 1,613,911 (1,955,795) $17,416,304 $(23,132,849) 
Class I     
Shares sold 16,198,203 38,671,974 $182,574,922 $455,469,590 
Reinvestment of distributions 2,502,407 3,704,065 27,905,962 43,129,998 
Shares redeemed (20,276,080) (32,342,580) (229,072,688) (380,445,460) 
Net increase (decrease) (1,575,470) 10,033,459 $(18,591,804) $118,154,128 

11. Other.

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

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of January 31, 2016, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of January 31, 2016, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 18, 2016

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.03%    
Actual  $1,000.00 $982.60 $5.13 
Hypothetical-C  $1,000.00 $1,019.96 $5.23 
Class T 1.07%    
Actual  $1,000.00 $983.30 $5.33 
Hypothetical-C  $1,000.00 $1,019.76 $5.43 
Class C 1.79%    
Actual  $1,000.00 $979.80 $8.91 
Hypothetical-C  $1,000.00 $1,016.14 $9.07 
Real Estate Income .84%    
Actual  $1,000.00 $983.90 $4.19 
Hypothetical-C  $1,000.00 $1,020.91 $4.27 
Class I .77%    
Actual  $1,000.00 $984.20 $3.84 
Hypothetical-C  $1,000.00 $1,021.27 $3.91 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

REI-SANN-0316
1.789716.112


Fidelity® Dividend Growth Fund
Class K



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc. 4.2 4.7 
Microsoft Corp. 3.5 2.5 
Johnson & Johnson 3.4 2.6 
General Electric Co. 2.9 2.6 
Wells Fargo & Co. 2.5 2.5 
JPMorgan Chase & Co. 2.5 2.9 
Exxon Mobil Corp. 2.5 2.3 
Alphabet, Inc. Class C 2.4 2.5 
Medtronic PLC 2.2 2.0 
Chevron Corp. 2.1 1.9 
 28.2  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 23.0 23.3 
Financials 15.7 17.3 
Consumer Staples 14.9 12.0 
Health Care 13.4 15.2 
Industrials 9.6 9.6 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 96.7% 
   Convertible Securities 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.2% 


 * Foreign investments - 15.9%


As of July 31, 2015* 
   Stocks 97.5% 
   Convertible Securities 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.4% 


 * Foreign investments - 15.5%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.7%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 9.0%   
Diversified Consumer Services - 0.8%   
H&R Block, Inc. 1,609,650 $54,809 
Hotels, Restaurants & Leisure - 1.2%   
Las Vegas Sands Corp. 616,500 27,804 
Wyndham Worldwide Corp. 896,491 58,182 
  85,986 
Leisure Products - 0.2%   
Vista Outdoor, Inc. (a) 260,300 12,549 
Media - 1.7%   
Altice NV Class A (a) 1,519,500 21,914 
Comcast Corp. Class A 1,858,496 103,537 
  125,451 
Multiline Retail - 2.4%   
Dillard's, Inc. Class A (b) 758,900 53,434 
Target Corp. 1,649,500 119,457 
  172,891 
Specialty Retail - 2.2%   
AutoZone, Inc. (a) 79,200 60,777 
Foot Locker, Inc. 1,343,979 90,799 
Staples, Inc. 884,700 7,892 
  159,468 
Textiles, Apparel & Luxury Goods - 0.5%   
VF Corp. 583,100 36,502 
TOTAL CONSUMER DISCRETIONARY  647,656 
CONSUMER STAPLES - 14.9%   
Beverages - 5.3%   
Constellation Brands, Inc. Class A (sub. vtg.) 438,200 66,817 
Dr. Pepper Snapple Group, Inc. 669,608 62,836 
PepsiCo, Inc. 1,307,600 129,845 
The Coca-Cola Co. 2,936,038 126,015 
  385,513 
Food & Staples Retailing - 4.0%   
CVS Health Corp. 1,344,200 129,836 
Kroger Co. 1,150,318 44,644 
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd. 556,301 24,017 
Walgreens Boots Alliance, Inc. 1,143,636 91,171 
  289,668 
Food Products - 0.7%   
Greencore Group PLC 6,474,677 35,967 
Hilton Food Group PLC 1,939,905 14,488 
  50,455 
Household Products - 2.1%   
Procter & Gamble Co. 1,812,600 148,071 
Personal Products - 0.2%   
Edgewell Personal Care Co. (a) 178,800 13,233 
Tobacco - 2.6%   
British American Tobacco PLC (United Kingdom) 1,013,603 56,482 
Imperial Tobacco Group PLC 956,063 51,767 
Reynolds American, Inc. 1,638,300 81,833 
  190,082 
TOTAL CONSUMER STAPLES  1,077,022 
ENERGY - 6.4%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 265,200 11,539 
Oil, Gas & Consumable Fuels - 6.3%   
Chevron Corp. 1,722,700 148,962 
Emerald Oil, Inc. warrants 2/4/16 (a) 8,559 
Exxon Mobil Corp. 2,274,597 177,077 
Imperial Oil Ltd. 1,899,100 58,224 
Northern Oil & Gas, Inc. (a) 1,037,290 3,423 
PrairieSky Royalty Ltd. (b) 971,100 13,822 
Suncor Energy, Inc. 2,209,100 52,322 
  453,830 
TOTAL ENERGY  465,369 
FINANCIALS - 15.7%   
Banks - 10.8%   
Bank of America Corp. 8,479,217 119,896 
Citigroup, Inc. 2,158,161 91,894 
JPMorgan Chase & Co. 3,046,535 181,269 
PacWest Bancorp 1,236,200 45,381 
SunTrust Banks, Inc. 1,400,000 51,212 
U.S. Bancorp 2,678,069 107,283 
Wells Fargo & Co. 3,613,193 181,491 
  778,426 
Capital Markets - 0.8%   
Diamond Hill Investment Group, Inc. 77,538 13,108 
Franklin Resources, Inc. 646,900 22,422 
The Blackstone Group LP 765,384 20,107 
  55,637 
Consumer Finance - 0.5%   
American Express Co. 631,200 33,769 
Imperial Holdings, Inc. warrants 4/11/19 (a) 48,012 24 
  33,793 
Diversified Financial Services - 1.5%   
McGraw Hill Financial, Inc. 965,827 82,115 
MSCI, Inc. Class A 428,800 29,519 
  111,634 
Insurance - 1.4%   
Chubb Ltd. 632,000 71,460 
MetLife, Inc. 714,900 31,920 
  103,380 
Real Estate Investment Trusts - 0.7%   
American Tower Corp. 576,800 54,415 
TOTAL FINANCIALS  1,137,285 
HEALTH CARE - 13.4%   
Biotechnology - 2.3%   
AbbVie, Inc. 1,558,200 85,545 
Amgen, Inc. 535,810 81,834 
  167,379 
Health Care Equipment & Supplies - 2.6%   
Medtronic PLC 2,113,603 160,465 
The Cooper Companies, Inc. 199,584 26,175 
  186,640 
Health Care Providers & Services - 0.7%   
McKesson Corp. 292,858 47,144 
Health Care Technology - 0.3%   
CompuGroup Medical AG 552,022 22,201 
Pharmaceuticals - 7.5%   
Allergan PLC (a) 213,100 60,612 
Astellas Pharma, Inc. 2,833,000 39,227 
Johnson & Johnson 2,356,043 246,065 
Sanofi SA sponsored ADR 1,269,900 52,879 
Shire PLC 457,100 25,640 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,974,300 121,380 
  545,803 
TOTAL HEALTH CARE  969,167 
INDUSTRIALS - 9.6%   
Aerospace & Defense - 2.4%   
BWX Technologies, Inc. 2,487,600 74,479 
General Dynamics Corp. 221,200 29,590 
The Boeing Co. 550,100 66,084 
  170,153 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 473,300 30,656 
Commercial Services & Supplies - 0.1%   
Deluxe Corp. 176,900 9,889 
Construction & Engineering - 0.1%   
Astaldi SpA 1,098,700 5,536 
Electrical Equipment - 0.8%   
AMETEK, Inc. 1,020,000 47,991 
EnerSys 176,900 8,567 
  56,558 
Industrial Conglomerates - 5.7%   
Danaher Corp. 1,275,892 110,556 
General Electric Co. 7,077,900 205,967 
Roper Technologies, Inc. 538,544 94,606 
  411,129 
Professional Services - 0.1%   
CEB, Inc. 163,600 9,649 
TOTAL INDUSTRIALS  693,570 
INFORMATION TECHNOLOGY - 23.0%   
Communications Equipment - 2.7%   
Cisco Systems, Inc. 4,458,986 106,079 
Qualcomm, Inc. 1,899,283 86,113 
  192,192 
Electronic Equipment & Components - 0.5%   
TE Connectivity Ltd. 584,494 33,410 
Internet Software & Services - 2.4%   
Alphabet, Inc. Class C 232,406 172,666 
IT Services - 5.4%   
Accenture PLC Class A 1,201,000 126,754 
ASAC II LP (a)(c) 2,514,134 59,897 
Fidelity National Information Services, Inc. 882,650 52,721 
IBM Corp. 594,300 74,163 
Leidos Holdings, Inc. 541,900 24,992 
Total System Services, Inc. 1,059,500 42,550 
Xerox Corp. 1,145,900 11,173 
  392,250 
Software - 6.0%   
Activision Blizzard, Inc. 1,709,717 59,532 
Micro Focus International PLC 1,907,363 37,779 
Microsoft Corp. 4,547,016 250,495 
Oracle Corp. 2,433,460 88,359 
  436,165 
Technology Hardware, Storage & Peripherals - 6.0%   
Apple, Inc. 3,127,618 304,443 
EMC Corp. 3,230,700 80,024 
HP, Inc. 3,446,600 33,466 
Western Digital Corp. 369,400 17,724 
  435,657 
TOTAL INFORMATION TECHNOLOGY  1,662,340 
MATERIALS - 2.8%   
Chemicals - 2.4%   
CF Industries Holdings, Inc. 1,004,800 30,144 
E.I. du Pont de Nemours & Co. 1,163,900 61,407 
LyondellBasell Industries NV Class A 799,000 62,298 
PPG Industries, Inc. 223,600 21,269 
  175,118 
Containers & Packaging - 0.4%   
Ball Corp. 360,100 24,065 
TOTAL MATERIALS  199,183 
TELECOMMUNICATION SERVICES - 1.9%   
Diversified Telecommunication Services - 1.9%   
AT&T, Inc. 3,831,300 138,157 
TOTAL COMMON STOCKS   
(Cost $6,259,314)  6,989,749 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.1%   
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Amyris, Inc. 3% 2/27/17
(Cost $7,356) 
7,356 6,779 
 Shares Value (000s) 
Money Market Funds - 3.6%   
Fidelity Cash Central Fund, 0.38% (d) 232,465,069 232,465 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 25,057,121 25,057 
TOTAL MONEY MARKET FUNDS   
(Cost $257,522)  257,522 
TOTAL INVESTMENT PORTFOLIO - 100.4%   
(Cost $6,524,192)  7,254,050 
NET OTHER ASSETS (LIABILITIES) - (0.4)%  (25,635) 
NET ASSETS - 100%  $7,228,415 

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

Legend

 (a) Non-income producing

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

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $59,897,000 or 0.8% of net assets.

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
ASAC II LP 10/10/13 $25,141 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $287 
Fidelity Securities Lending Cash Central Fund 165 
Total $452 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $647,656 $625,742 $21,914 $-- 
Consumer Staples 1,077,022 918,318 158,704 -- 
Energy 465,369 465,369 -- -- 
Financials 1,137,285 1,137,261 24 -- 
Health Care 969,167 882,099 87,068 -- 
Industrials 693,570 688,034 5,536 -- 
Information Technology 1,662,340 1,564,664 37,779 59,897 
Materials 199,183 199,183 -- -- 
Telecommunication Services 138,157 138,157 -- -- 
Corporate Bonds 6,779 -- 6,779 -- 
Money Market Funds 257,522 257,522 -- -- 
Total Investments in Securities: $7,254,050 $6,876,349 $317,804 $59,897 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $196,126 
Level 2 to Level 1 $0 

Other Information

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

United States of America 84.1% 
Ireland 5.3% 
United Kingdom 2.2% 
Israel 2.0% 
Canada 1.7% 
Switzerland 1.5% 
Netherlands 1.2% 
Others (Individually Less Than 1%) 2.0% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $24,830) — See accompanying schedule:
Unaffiliated issuers (cost $6,266,670) 
$6,996,528  
Fidelity Central Funds (cost $257,522) 257,522  
Total Investments (cost $6,524,192)  $7,254,050 
Receivable for fund shares sold  2,392 
Dividends receivable  6,837 
Interest receivable  94 
Distributions receivable from Fidelity Central Funds  97 
Prepaid expenses  14 
Other receivables  493 
Total assets  7,263,977 
Liabilities   
Payable for fund shares redeemed $6,500  
Accrued management fee 2,503  
Other affiliated payables 988  
Other payables and accrued expenses 514  
Collateral on securities loaned, at value 25,057  
Total liabilities  35,562 
Net Assets  $7,228,415 
Net Assets consist of:   
Paid in capital  $6,546,766 
Undistributed net investment income  6,417 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (54,589) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  729,821 
Net Assets  $7,228,415 
Dividend Growth:   
Net Asset Value, offering price and redemption price per share ($5,613,552 ÷ 195,116 shares)  $28.77 
Class K:   
Net Asset Value, offering price and redemption price per share ($1,614,863 ÷ 56,187 shares)  $28.74 

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


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $81,103 
Interest  110 
Income from Fidelity Central Funds  452 
Total income  81,665 
Expenses   
Management fee   
Basic fee $21,268  
Performance adjustment (3,696)  
Transfer agent fees 5,419  
Accounting and security lending fees 602  
Custodian fees and expenses 68  
Independent trustees' compensation 18  
Registration fees 30  
Audit 48  
Legal 21  
Miscellaneous 22  
Total expenses before reductions 23,800  
Expense reductions (105) 23,695 
Net investment income (loss)  57,970 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (4,132)  
Foreign currency transactions (3)  
Total net realized gain (loss)  (4,135) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(749,057)  
Assets and liabilities in foreign currencies (17)  
Total change in net unrealized appreciation (depreciation)  (749,074) 
Net gain (loss)  (753,209) 
Net increase (decrease) in net assets resulting from operations  $(695,239) 

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


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $57,970 $125,774 
Net realized gain (loss) (4,135) 767,929 
Change in net unrealized appreciation (depreciation) (749,074) (102,174) 
Net increase (decrease) in net assets resulting from operations (695,239) 791,529 
Distributions to shareholders from net investment income (116,882) (124,133) 
Distributions to shareholders from net realized gain (571,365) (1,267,766) 
Total distributions (688,247) (1,391,899) 
Share transactions - net increase (decrease) 195,516 479,167 
Total increase (decrease) in net assets (1,187,970) (121,203) 
Net Assets   
Beginning of period 8,416,385 8,537,588 
End of period (including undistributed net investment income of $6,417 and undistributed net investment income of $65,329, respectively) $7,228,415 $8,416,385 

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


Financial Highlights — Fidelity Dividend Growth Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $34.46 $37.27 $35.33 $28.61 $28.96 $23.84 
Income from Investment Operations       
Net investment income (loss)A .22 .49 .56 .40 .20 .12 
Net realized and unrealized gain (loss) (3.09) 2.71 4.98 7.12 (.41) 5.23 
Total from investment operations (2.87) 3.20 5.54 7.52 (.21) 5.35 
Distributions from net investment income (.47) (.51) (.37) (.30) (.12) (.15) 
Distributions from net realized gain (2.36) (5.49) (3.23) (.50) (.02) (.08) 
Total distributions (2.82)B (6.01)C (3.60) (.80) (.14) (.23) 
Net asset value, end of period $28.77 $34.46 $37.27 $35.33 $28.61 $28.96 
Total ReturnD,E (8.46)% 9.54% 17.30% 26.83% (.67)% 22.57% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .64%H .69% .56% .63% .91% .93% 
Expenses net of fee waivers, if any .64%H .68% .56% .63% .91% .93% 
Expenses net of all reductions .64%H .68% .56% .62% .91% .93% 
Net investment income (loss) 1.47%H 1.43% 1.58% 1.26% .75% .44% 
Supplemental Data       
Net assets, end of period (in millions) $5,614 $6,474 $6,481 $6,633 $5,905 $9,309 
Portfolio turnover rateI 37%H 64% 99% 69% 63%J 67% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $2.82 per share is comprised of distributions from net investment income of $.465 and distributions from net realized gain of $2.358 per share.

 C Total distributions of $6.01 per share is comprised of distributions from net investment income of $.512 and distributions from net realized gain of $5.493 per share.

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

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

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

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

 H Annualized

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

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


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


Financial Highlights — Fidelity Dividend Growth Fund Class K

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $34.45 $37.27 $35.34 $28.62 $28.98 $23.86 
Income from Investment Operations       
Net investment income (loss)A .24 .53 .60 .45 .25 .17 
Net realized and unrealized gain (loss) (3.09) 2.70 4.97 7.12 (.43) 5.22 
Total from investment operations (2.85) 3.23 5.57 7.57 (.18) 5.39 
Distributions from net investment income (.50) (.56) (.42) (.35) (.17) (.20) 
Distributions from net realized gain (2.36) (5.49) (3.23) (.50) (.02) (.08) 
Total distributions (2.86) (6.05) (3.64)B (.85) (.18)C (.27)D 
Net asset value, end of period $28.74 $34.45 $37.27 $35.34 $28.62 $28.98 
Total ReturnE,F (8.41)% 9.65% 17.44% 27.04% (.52)% 22.79% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .52%I .57% .44% .48% .75% .78% 
Expenses net of fee waivers, if any .52%I .57% .43% .48% .75% .78% 
Expenses net of all reductions .52%I .57% .43% .47% .75% .77% 
Net investment income (loss) 1.59%I 1.54% 1.70% 1.41% .91% .60% 
Supplemental Data       
Net assets, end of period (in millions) $1,615 $1,942 $2,057 $1,639 $1,221 $634 
Portfolio turnover rateJ 37%I 64% 99% 69% 63%K 67% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $3.64 per share is comprised of distributions from net investment income of $.419 and distributions from net realized gain of $3.225 per share.

 C Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

 D Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

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

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

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

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

 I Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Dividend 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 Dividend Growth and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $1,230,601 
Gross unrealized depreciation (510,032) 
Net unrealized appreciation (depreciation) on securities $720,569 
Tax cost $6,533,481 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,410,109 and $1,871,807, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .45% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Dividend Growth $5,005 .17 
Class K 414 .05 
 $5,419  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $42 for the period.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $165. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $76 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $28.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Dividend Growth $88,523 $92,079 
Class K 28,359 32,054 
Total $116,882 $124,133 
From net realized gain   
Dividend Growth $440,809 $962,404 
Class K 130,556 305,362 
Total $571,365 $1,267,766 

10. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Dividend Growth     
Shares sold 4,183 10,859 $128,328 $370,250 
Reinvestment of distributions 17,089 30,298 505,767 1,009,516 
Shares redeemed (14,015) (27,183) (428,093) (929,933) 
Net increase (decrease) 7,257 13,974 $206,002 $449,833 
Class K     
Shares sold 3,434 9,521 $104,803 $325,624 
Reinvestment of distributions 5,375 10,135 158,915 337,416 
Shares redeemed (8,996) (18,467) (274,204) (633,706) 
Net increase (decrease) (187) 1,189 $(10,486) $29,334 

11. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Dividend Growth .64%    
Actual  $1,000.00 $915.40 $3.08 
Hypothetical-C  $1,000.00 $1,021.92 $3.25 
Class K .52%    
Actual  $1,000.00 $915.90 $2.50 
Hypothetical-C  $1,000.00 $1,022.52 $2.64 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

DGF-K-SANN-0316
1.863068.107


Fidelity® Small Cap Value Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Store Capital Corp. 3.5 2.6 
ProAssurance Corp. 2.8 2.4 
Silgan Holdings, Inc. 2.7 2.6 
Universal Corp. 2.7 2.4 
CVB Financial Corp. 2.6 2.5 
First Niagara Financial Group, Inc. 2.6 2.2 
World Fuel Services Corp. 2.5 2.2 
Aspen Insurance Holdings Ltd. 2.5 2.7 
Genesee & Wyoming, Inc. Class A 2.4 0.0 
Allied World Assurance Co. Holdings AG 2.4 0.0 
 26.7  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 40.4 41.0 
Industrials 13.0 13.2 
Consumer Discretionary 12.0 9.3 
Information Technology 11.3 12.9 
Health Care 6.6 6.8 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 99.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.6% 


 * Foreign investments - 14.2%


As of July 31, 2015* 
   Stocks 99.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.8% 


 * Foreign investments - 11.2%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.0%   
Auto Components - 1.7%   
Standard Motor Products, Inc. (a) 1,183,301 $44,148,960 
Hotels, Restaurants & Leisure - 2.4%   
DineEquity, Inc. 750,000 63,690,000 
Multiline Retail - 2.2%   
Dillard's, Inc. Class A (b) 850,000 59,848,500 
Specialty Retail - 5.3%   
Aarons, Inc. Class A 2,045,100 46,791,888 
Genesco, Inc. (c) 616,728 40,790,390 
Hibbett Sports, Inc. (a)(b)(c) 1,625,600 52,279,296 
  139,861,574 
Textiles, Apparel & Luxury Goods - 0.4%   
Vera Bradley, Inc. (c) 750,000 11,085,000 
TOTAL CONSUMER DISCRETIONARY  318,634,034 
CONSUMER STAPLES - 3.4%   
Food Products - 0.7%   
Post Holdings, Inc. (c) 300,000 17,550,000 
Tobacco - 2.7%   
Universal Corp. (a)(b) 1,308,239 71,599,920 
TOTAL CONSUMER STAPLES  89,149,920 
ENERGY - 4.7%   
Energy Equipment & Services - 2.0%   
Hornbeck Offshore Services, Inc. (b)(c) 1,600,000 13,008,000 
ShawCor Ltd. Class A 1,800,000 38,867,871 
  51,875,871 
Oil, Gas & Consumable Fuels - 2.7%   
Northern Oil & Gas, Inc. (b)(c) 1,958,249 6,462,222 
World Fuel Services Corp. 1,700,000 66,215,000 
  72,677,222 
TOTAL ENERGY  124,553,093 
FINANCIALS - 40.4%   
Banks - 11.7%   
Associated Banc-Corp. 2,846,535 49,956,689 
CVB Financial Corp. (b) 4,500,010 68,895,153 
First Citizen Bancshares, Inc. 140,370 34,539,442 
First Citizen Bancshares, Inc. Class A (c) 180,954 44,525,541 
First Niagara Financial Group, Inc. 7,000,000 68,530,000 
UMB Financial Corp. 898,691 42,148,608 
  308,595,433 
Capital Markets - 5.3%   
Federated Investors, Inc. Class B (non-vtg.) 2,199,963 55,637,064 
OM Asset Management Ltd. 3,200,001 36,192,011 
Waddell & Reed Financial, Inc. Class A 1,750,000 48,020,000 
  139,849,075 
Insurance - 11.6%   
Allied World Assurance Co. Holdings AG 1,750,000 64,032,500 
Aspen Insurance Holdings Ltd. 1,413,257 65,730,583 
Endurance Specialty Holdings Ltd. 902,400 55,885,632 
First American Financial Corp. 1,421,287 48,849,634 
ProAssurance Corp. 1,468,200 73,586,184 
  308,084,533 
Real Estate Investment Trusts - 7.9%   
National Retail Properties, Inc. (b) 450,000 19,323,000 
Potlatch Corp. 200,630 5,786,169 
Rouse Properties, Inc. (a)(b) 3,000,000 52,500,000 
Sabra Health Care REIT, Inc. 2,042,700 37,503,972 
Store Capital Corp. 3,750,000 92,962,501 
  208,075,642 
Real Estate Management & Development - 2.0%   
Kennedy Wilson Europe Real Estate PLC 3,409,540 54,378,646 
Thrifts & Mortgage Finance - 1.9%   
Washington Federal, Inc. 2,323,600 49,608,860 
TOTAL FINANCIALS  1,068,592,189 
HEALTH CARE - 6.6%   
Health Care Equipment & Supplies - 1.0%   
Integra LifeSciences Holdings Corp. (c) 439,597 27,013,236 
Health Care Providers & Services - 3.8%   
Civitas Solutions, Inc. (a)(c) 2,451,897 58,992,642 
Team Health Holdings, Inc. (c) 1,000,000 40,870,000 
  99,862,642 
Health Care Technology - 0.7%   
Cegedim SA (c) 670,247 20,017,720 
Pharmaceuticals - 1.1%   
Innoviva, Inc. 2,831,853 28,375,167 
TOTAL HEALTH CARE  175,268,765 
INDUSTRIALS - 13.0%   
Aerospace & Defense - 1.9%   
Moog, Inc. Class A (c) 1,100,000 50,963,000 
Commercial Services & Supplies - 1.4%   
Essendant, Inc. 1,242,998 37,115,920 
Electrical Equipment - 2.1%   
AZZ, Inc. 500,000 25,740,000 
EnerSys 600,000 29,058,000 
  54,798,000 
Machinery - 3.7%   
Hillenbrand, Inc. 500,000 13,540,000 
Mueller Industries, Inc. 2,100,000 53,445,000 
Valmont Industries, Inc. (b) 295,000 31,444,050 
  98,429,050 
Road & Rail - 2.4%   
Genesee & Wyoming, Inc. Class A (c) 1,300,000 64,454,000 
Trading Companies & Distributors - 1.5%   
WESCO International, Inc. (b)(c) 960,033 38,766,133 
TOTAL INDUSTRIALS  344,526,103 
INFORMATION TECHNOLOGY - 11.3%   
Electronic Equipment & Components - 5.7%   
Ingram Micro, Inc. Class A 1,800,000 50,760,000 
SYNNEX Corp. 527,200 44,258,440 
Tech Data Corp. (c) 900,000 56,160,000 
  151,178,440 
Internet Software & Services - 3.2%   
Cimpress NV (b)(c) 528,100 41,466,412 
j2 Global, Inc. 574,300 41,642,493 
  83,108,905 
IT Services - 1.7%   
CACI International, Inc. Class A (c) 540,400 44,891,028 
Software - 0.7%   
SS&C Technologies Holdings, Inc. 300,000 19,287,000 
TOTAL INFORMATION TECHNOLOGY  298,465,373 
MATERIALS - 3.5%   
Containers & Packaging - 2.7%   
Silgan Holdings, Inc. 1,370,000 72,431,900 
Metals & Mining - 0.8%   
Compass Minerals International, Inc. 290,052 21,710,392 
TOTAL MATERIALS  94,142,292 
UTILITIES - 4.5%   
Electric Utilities - 4.5%   
El Paso Electric Co. 1,524,121 62,382,273 
IDACORP, Inc. 822,000 57,202,980 
  119,585,253 
TOTAL COMMON STOCKS   
(Cost $2,511,983,311)  2,632,917,022 
Money Market Funds - 5.0%   
Fidelity Cash Central Fund, 0.38% (d) 7,686,167 7,686,167 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 124,346,925 124,346,925 
TOTAL MONEY MARKET FUNDS   
(Cost $132,033,092)  132,033,092 
TOTAL INVESTMENT PORTFOLIO - 104.4%   
(Cost $2,644,016,403)  2,764,950,114 
NET OTHER ASSETS (LIABILITIES) - (4.4)%  (117,765,989) 
NET ASSETS - 100%  $2,647,184,125 

Legend

 (a) Affiliated company

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

 (c) Non-income producing

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $25,747 
Fidelity Securities Lending Cash Central Fund 917,702 
Total $943,449 

Other Affiliated Issuers

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

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Civitas Solutions, Inc. $66,136,343 $-- $13,660,090 $-- $58,992,642 
Hibbett Sports, Inc. 11,341,950 55,985,079 2,178,105 -- 52,279,296 
Rouse Properties, Inc. 76,560,000 -- 23,770,281 438,063 52,500,000 
Standard Motor Products, Inc. 43,273,318 -- -- 354,990 44,148,960 
Universal Corp. 68,930,035 4,859,141 -- 1,373,651 71,599,920 
Total $266,241,646 $60,844,220 $39,608,476 $2,166,704 $279,520,818 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $318,634,034 $318,634,034 $-- $-- 
Consumer Staples 89,149,920 89,149,920 -- -- 
Energy 124,553,093 124,553,093 -- -- 
Financials 1,068,592,189 1,014,213,543 54,378,646 -- 
Health Care 175,268,765 155,251,045 20,017,720 -- 
Industrials 344,526,103 344,526,103 -- -- 
Information Technology 298,465,373 298,465,373 -- -- 
Materials 94,142,292 94,142,292 -- -- 
Utilities 119,585,253 119,585,253 -- -- 
Money Market Funds 132,033,092 132,033,092 -- -- 
Total Investments in Securities: $2,764,950,114 $2,690,553,748 $74,396,366 $-- 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total 
Level 1 to Level 2 $76,991,539 
Level 2 to Level 1 $0 

Other Information

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

United States of America 85.8% 
Bermuda 4.6% 
Switzerland 2.4% 
Bailiwick of Jersey 2.0% 
Netherlands 1.6% 
Canada 1.5% 
United Kingdom 1.4% 
Others (Individually Less Than 1%) 0.7% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $126,372,798) — See accompanying schedule:
Unaffiliated issuers (cost $2,257,670,042) 
$2,353,396,204  
Fidelity Central Funds (cost $132,033,092) 132,033,092  
Other affiliated issuers (cost $254,313,269) 279,520,818  
Total Investments (cost $2,644,016,403)  $2,764,950,114 
Receivable for investments sold  46,449,057 
Receivable for fund shares sold  2,104,092 
Dividends receivable  1,972,351 
Distributions receivable from Fidelity Central Funds  184,289 
Prepaid expenses  4,733 
Other receivables  7,953 
Total assets  2,815,672,589 
Liabilities   
Payable for investments purchased $36,727,025  
Payable for fund shares redeemed 4,651,132  
Accrued management fee 2,025,863  
Distribution and service plan fees payable 122,582  
Other affiliated payables 582,300  
Other payables and accrued expenses 32,637  
Collateral on securities loaned, at value 124,346,925  
Total liabilities  168,488,464 
Net Assets  $2,647,184,125 
Net Assets consist of:   
Paid in capital  $2,404,244,806 
Undistributed net investment income  1,931,109 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  120,075,104 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  120,933,106 
Net Assets  $2,647,184,125 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($202,645,428 ÷ 12,830,231 shares)  $15.79 
Maximum offering price per share (100/94.25 of $15.79)  $16.75 
Class T:   
Net Asset Value and redemption price per share ($79,395,746 ÷ 5,128,305 shares)  $15.48 
Maximum offering price per share (100/96.50 of $15.48)  $16.04 
Class B:   
Net Asset Value and offering price per share ($2,463,431 ÷ 168,841 shares)(a)  $14.59 
Class C:   
Net Asset Value and offering price per share ($55,258,599 ÷ 3,778,811 shares)(a)  $14.62 
Small Cap Value:   
Net Asset Value, offering price and redemption price per share ($1,973,618,546 ÷ 122,989,122 shares)  $16.05 
Class I:   
Net Asset Value, offering price and redemption price per share ($333,802,375 ÷ 20,796,332 shares)  $16.05 

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


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


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends (including $2,166,704 earned from other affiliated issuers)  $25,160,403 
Income from Fidelity Central Funds  943,449 
Total income  26,103,852 
Expenses   
Management fee   
Basic fee $9,619,395  
Performance adjustment 3,197,803  
Transfer agent fees 3,125,757  
Distribution and service plan fees 809,143  
Accounting and security lending fees 416,808  
Custodian fees and expenses 14,720  
Independent trustees' compensation 6,108  
Registration fees 99,766  
Audit 33,967  
Legal 5,172  
Miscellaneous 7,530  
Total expenses before reductions 17,336,169  
Expense reductions (18,541) 17,317,628 
Net investment income (loss)  8,786,224 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 159,265,356  
Other affiliated issuers 5,363,625  
Foreign currency transactions (26,557)  
Total net realized gain (loss)  164,602,424 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(400,477,145)  
Assets and liabilities in foreign currencies (606)  
Total change in net unrealized appreciation (depreciation)  (400,477,751) 
Net gain (loss)  (235,875,327) 
Net increase (decrease) in net assets resulting from operations  $(227,089,103) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $8,786,224 $20,225,902 
Net realized gain (loss) 164,602,424 285,516,597 
Change in net unrealized appreciation (depreciation) (400,477,751) 14,012,997 
Net increase (decrease) in net assets resulting from operations (227,089,103) 319,755,496 
Distributions to shareholders from net investment income (21,953,606) (9,146,893) 
Distributions to shareholders from net realized gain (264,174,606) (322,480,172) 
Total distributions (286,128,212) (331,627,065) 
Share transactions - net increase (decrease) 351,373,003 (16,898,248) 
Redemption fees 94,271 149,785 
Total increase (decrease) in net assets (161,750,041) (28,620,032) 
Net Assets   
Beginning of period 2,808,934,166 2,837,554,198 
End of period (including undistributed net investment income of $1,931,109 and undistributed net investment income of $15,098,491, respectively) $2,647,184,125 $2,808,934,166 

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


Financial Highlights — Fidelity Small Cap Value Fund Class A

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.14 $19.29 $19.96 $14.86 $15.48 $13.45 
Income from Investment Operations       
Net investment income (loss)A .04 .10B .03 .07 .01 .01C 
Net realized and unrealized gain (loss) (1.54) 2.01 1.24 5.57 .30 2.22 
Total from investment operations (1.50) 2.11 1.27 5.64 .31 2.23 
Distributions from net investment income (.11) (.02) (.01) (.07) (.01) (.08) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.12) 
Total distributions (1.85)D (2.26)E (1.94) (.54) (.93)F (.20) 
Redemption fees added to paid in capitalA,G – – – – – – 
Net asset value, end of period $15.79 $19.14 $19.29 $19.96 $14.86 $15.48 
Total ReturnH,I,J (8.30)% 11.86% 6.83% 39.09% 3.24% 16.72% 
Ratios to Average Net AssetsK,L       
Expenses before reductions 1.44%M 1.42% 1.36% 1.36% 1.44% 1.44% 
Expenses net of fee waivers, if any 1.44%M 1.39% 1.35% 1.36% 1.44% 1.43% 
Expenses net of all reductions 1.44%M 1.39% 1.34% 1.36% 1.44% 1.43% 
Net investment income (loss) .46%M .52%B .13% .41% .09% .06%C 
Supplemental Data       
Net assets, end of period (000 omitted) $202,645 $235,844 $258,183 $275,265 $150,285 $140,707 
Portfolio turnover rateN 33 %M 34% 26%O 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .26%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31) %.

 D Total distributions of $1.85 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $1.747 per share.

 E Total distributions of $2.26 per share is comprised of distributions from net investment income of $.016 and distributions from net realized gain of $2.248 per share.

 F Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

 G Amount represents less than $.005 per share.

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

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

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

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

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

 M Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class T

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.78 $18.98 $19.70 $14.70 $15.34 $13.34 
Income from Investment Operations       
Net investment income (loss)A .02 .05B (.02) .03 (.02) (.03)C 
Net realized and unrealized gain (loss) (1.51) 1.98 1.23 5.50 .31 2.20 
Total from investment operations (1.49) 2.03 1.21 5.53 .29 2.17 
Distributions from net investment income (.06) – – (.06) – (.05) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.81) (2.23) (1.93) (.53) (.93) (.17) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $15.48 $18.78 $18.98 $19.70 $14.70 $15.34 
Total ReturnE,F,G (8.42)% 11.58% 6.58% 38.70% 3.08% 16.36% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.68%J 1.67% 1.61% 1.60% 1.67% 1.70% 
Expenses net of fee waivers, if any 1.68%J 1.64% 1.59% 1.60% 1.67% 1.69% 
Expenses net of all reductions 1.68%J 1.63% 1.59% 1.59% 1.67% 1.69% 
Net investment income (loss) .21%J .27%B (.11)% .18% (.14)% (.19)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $79,396 $91,716 $100,975 $107,444 $57,514 $55,845 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class B

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $17.79 $18.18 $19.06 $14.27 $15.00 $13.08 
Income from Investment Operations       
Net investment income (loss)A (.03) (.06)B (.13) (.06) (.09) (.10)C 
Net realized and unrealized gain (loss) (1.42) 1.90 1.18 5.34 .29 2.15 
Total from investment operations (1.45) 1.84 1.05 5.28 .20 2.05 
Distributions from net investment income – – – (.02) – (.01) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.75) (2.23) (1.93) (.49) (.93) (.13) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $14.59 $17.79 $18.18 $19.06 $14.27 $15.00 
Total ReturnE,F,G (8.68)% 10.94% 5.92% 38.07% 2.51% 15.80% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.28%J 2.25% 2.18% 2.15% 2.19% 2.20% 
Expenses net of fee waivers, if any 2.27%J 2.23% 2.17% 2.15% 2.19% 2.19% 
Expenses net of all reductions 2.27%J 2.22% 2.16% 2.14% 2.19% 2.19% 
Net investment income (loss) (.38)%J (.32)%B (.69)% (.37)% (.66)% (.69)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $2,463 $3,473 $4,808 $7,052 $6,675 $8,549 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.58) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class C

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $17.82 $18.19 $19.06 $14.28 $15.01 $13.08 
Income from Investment Operations       
Net investment income (loss)A (.02) (.04)B (.12) (.06) (.09) (.10)C 
Net realized and unrealized gain (loss) (1.43) 1.90 1.18 5.34 .29 2.17 
Total from investment operations (1.45) 1.86 1.06 5.28 .20 2.07 
Distributions from net investment income – – – (.03) – (.02) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.75) (2.23) (1.93) (.50) (.93) (.14) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $14.62 $17.82 $18.19 $19.06 $14.28 $15.01 
Total ReturnE,F,G (8.67)% 11.05% 5.97% 38.00% 2.52% 15.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.20%J 2.19% 2.12% 2.13% 2.19% 2.18% 
Expenses net of fee waivers, if any 2.20%J 2.16% 2.11% 2.13% 2.19% 2.18% 
Expenses net of all reductions 2.20%J 2.15% 2.10% 2.12% 2.19% 2.18% 
Net investment income (loss) (.30)%J (.25)%B (.63)% (.35)% (.66)% (.68)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $55,259 $64,928 $70,541 $76,018 $47,265 $47,457 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.51) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.45 $19.57 $20.22 $15.05 $15.62 $13.56 
Income from Investment Operations       
Net investment income (loss)A .06 .15B .08 .12 .06 .06C 
Net realized and unrealized gain (loss) (1.56) 2.05 1.26 5.63 .32 2.23 
Total from investment operations (1.50) 2.20 1.34 5.75 .38 2.29 
Distributions from net investment income (.15) (.07) (.06) (.11) (.02) (.10) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.13) 
Total distributions (1.90) (2.32) (1.99) (.58) (.95) (.23) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $16.05 $19.45 $19.57 $20.22 $15.05 $15.62 
Total ReturnE,F (8.18)% 12.18% 7.12% 39.45% 3.67% 17.03% 
Ratios to Average Net AssetsG,H       
Expenses before reductions 1.21%I 1.15% 1.08% 1.07% 1.13% 1.13% 
Expenses net of fee waivers, if any 1.21%I 1.12% 1.06% 1.07% 1.13% 1.13% 
Expenses net of all reductions 1.21%I 1.12% 1.06% 1.06% 1.13% 1.13% 
Net investment income (loss) .69%I .78%B .41% .71% .41% .37%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,973,619 $2,036,157 $2,060,546 $2,672,854 $1,756,962 $1,899,805 
Portfolio turnover rateJ 33 %I 34% 26%K 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01) %.

 D Amount represents less than $.005 per share.

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

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

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

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

 I Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Value Fund Class I

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.45 $19.57 $20.23 $15.05 $15.63 $13.58 
Income from Investment Operations       
Net investment income (loss)A .06 .15B .08 .12 .06 .06C 
Net realized and unrealized gain (loss) (1.56) 2.05 1.25 5.65 .31 2.23 
Total from investment operations (1.50) 2.20 1.33 5.77 .37 2.29 
Distributions from net investment income (.16) (.07) (.06) (.12) (.02) (.11) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.13) 
Total distributions (1.90)D (2.32) (1.99) (.59) (.95) (.24) 
Redemption fees added to paid in capitalA,E – – – – – – 
Net asset value, end of period $16.05 $19.45 $19.57 $20.23 $15.05 $15.63 
Total ReturnF,G (8.17)% 12.17% 7.08% 39.54% 3.59% 17.02% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.17%J 1.15% 1.09% 1.07% 1.14% 1.10% 
Expenses net of fee waivers, if any 1.17%J 1.12% 1.07% 1.07% 1.14% 1.10% 
Expenses net of all reductions 1.17%J 1.12% 1.07% 1.06% 1.14% 1.10% 
Net investment income (loss) .73%J .79%B .40% .70% .39% .39%C 
Supplemental Data       
Net assets, end of period (000 omitted) $333,802 $376,817 $342,500 $359,582 $138,981 $101,565 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

 D Total distributions of $1.90 per share is comprised of distributions from net investment income of $.157 and distributions from net realized gain of $1.747 per share.

 E Amount represents less than $.005 per share.

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

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

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

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

 J Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value and Class I shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund's other share classes are also closed to new accounts with certain exceptions. 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.

During the period, the Board of Trustees approved the conversion of all existing Class B shares into Class A shares, effective on or about July 1, 2016, regardless of the length of times shares have been held.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $387,748,822 
Gross unrealized depreciation (267,041,047) 
Net unrealized appreciation (depreciation) on securities $120,707,775 
Tax cost $2,644,242,339 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $544,684,068 and $458,614,173, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .93% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $276,222 $– 
Class T .25% .25% 215,804 – 
Class B .75% .25% 14,877 11,158 
Class C .75% .25% 302,240 – 
   $809,143 $11,158 

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

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

 Retained
by FDC 
Class A $3,343 
Class T 1,558 
Class B(a) 600 
Class C(a) 175 
 $5,676 

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


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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $240,091 .22 
Class T 91,163 .21 
Class B 4,520 .30 
Class C 69,338 .23 
Small Cap Value 2,371,533 .23 
Class I 349,112 .20 
 $3,125,757  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $12,094 for the period.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,860 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $142,275. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $917,702, including $1,535 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $8,582 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expense by $110.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $9,849.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Class A $1,294,370 $207,059 
Class T 298,011 – 
Small Cap Value 17,252,984 7,655,420 
Class I 3,108,241 1,284,414 
Total $21,953,606 $9,146,893 
From net realized gain   
Class A $21,315,531 $29,002,450 
Class T 8,511,334 11,758,984 
Class B 317,311 573,044 
Class C 6,297,703 8,461,258 
Small Cap Value 193,461,328 233,242,234 
Class I 34,271,399 39,442,202 
Total $264,174,606 $322,480,172 

10. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 975,320 1,619,679 $16,612,607 $30,035,137 
Reinvestment of distributions 1,320,026 1,578,405 22,234,691 28,466,035 
Shares redeemed (1,786,996) (4,261,712) (30,317,795) (79,564,907) 
Net increase (decrease) 508,350 (1,063,628) $8,529,503 $(21,063,735) 
Class T     
Shares sold 310,224 599,331 $5,203,698 $10,911,777 
Reinvestment of distributions 527,842 655,613 8,714,816 11,618,861 
Shares redeemed (594,533) (1,691,524) (9,865,736) (30,859,052) 
Net increase (decrease) 243,533 (436,580) $4,052,778 $(8,328,414) 
Class B     
Shares sold 2,263 5,056 $34,845 $89,676 
Reinvestment of distributions 19,426 31,870 302,868 537,830 
Shares redeemed (48,105) (106,178) (758,742) (1,834,363) 
Net increase (decrease) (26,416) (69,252) $(421,029) $(1,206,857) 
Class C     
Shares sold 125,591 167,565 $1,958,139 $2,897,201 
Reinvestment of distributions 367,680 447,025 5,744,375 7,553,140 
Shares redeemed (358,789) (847,704) (5,654,174) (14,671,382) 
Net increase (decrease) 134,482 (233,114) $2,048,340 $(4,221,041) 
Small Cap Value     
Shares sold 18,049,566 13,163,441 $309,409,636 $248,872,334 
Reinvestment of distributions 11,459,014 12,098,173 196,112,754 221,448,638 
Shares redeemed (11,230,058) (25,848,809) (192,654,407) (487,056,437) 
Net increase (decrease) 18,278,522 (587,195) $312,867,983 $(16,735,465) 
Class I     
Shares sold 1,966,371 4,194,067 $33,969,215 $79,803,869 
Reinvestment of distributions 1,907,860 1,996,970 32,653,194 36,554,847 
Shares redeemed (2,451,782) (4,316,971) (42,326,981) (81,701,452) 
Net increase (decrease) 1,422,449 1,874,066 $24,295,428 $34,657,264 

11. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.44%    
Actual  $1,000.00 $917.00 $6.94 
Hypothetical-C  $1,000.00 $1,017.90 $7.30 
Class T 1.68%    
Actual  $1,000.00 $915.80 $8.09 
Hypothetical-C  $1,000.00 $1,016.69 $8.52 
Class B 2.27%    
Actual  $1,000.00 $913.20 $10.92 
Hypothetical-C  $1,000.00 $1,013.72 $11.49 
Class C 2.20%    
Actual  $1,000.00 $913.30 $10.58 
Hypothetical-C  $1,000.00 $1,014.08 $11.14 
Small Cap Value 1.21%    
Actual  $1,000.00 $918.20 $5.83 
Hypothetical-C  $1,000.00 $1,019.05 $6.14 
Class I 1.17%    
Actual  $1,000.00 $918.30 $5.64 
Hypothetical-C  $1,000.00 $1,019.25 $5.94 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SCV-SANN-0316
1.803709.111


Fidelity® Small Cap Growth Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
2U, Inc. 2.6 2.4 
Stamps.com, Inc. 1.8 0.8 
Global Payments, Inc. 1.8 1.4 
NxStage Medical, Inc. 1.7 0.5 
Surgical Care Affiliates, Inc. 1.7 0.9 
Gartner, Inc. Class A 1.6 1.2 
Vail Resorts, Inc. 1.6 1.2 
Bright Horizons Family Solutions, Inc. 1.6 0.0 
Steris PLC 1.5 0.0 
Tyler Technologies, Inc. 1.3 0.0 
 17.2  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 23.7 24.4 
Health Care 22.7 29.2 
Consumer Discretionary 15.7 17.3 
Industrials 11.9 14.5 
Financials 10.0 5.3 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 92.8% 
   Other Investments 2.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.1% 


 * Foreign investments - 5.6%


As of July 31, 2015* 
   Stocks 96.0% 
   Other Investments 1.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.1% 


 * Foreign investments - 3.6%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.8%   
 Shares Value 
CONSUMER DISCRETIONARY - 15.7%   
Auto Components - 0.8%   
Tenneco, Inc. (a) 285,288 $10,900,854 
Visteon Corp. 69,100 4,621,408 
  15,522,262 
Distributors - 0.6%   
Pool Corp. 120,000 10,140,000 
Diversified Consumer Services - 5.9%   
2U, Inc. (a)(b)(c) 2,370,282 47,855,994 
Bright Horizons Family Solutions, Inc. (a) 402,100 28,215,357 
Service Corp. International 417,400 10,096,906 
ServiceMaster Global Holdings, Inc. (a) 480,000 20,260,800 
  106,429,057 
Hotels, Restaurants & Leisure - 3.9%   
Dave & Buster's Entertainment, Inc. (a) 362,800 13,158,756 
DineEquity, Inc. 90,000 7,642,800 
Sonic Corp. 290,000 8,520,200 
Vail Resorts, Inc. 231,000 28,875,000 
Wingstop, Inc. (b) 520,800 12,634,608 
  70,831,364 
Household Durables - 1.7%   
NACCO Industries, Inc. Class A 2,900 138,011 
Tempur Sealy International, Inc. (a) 210,560 12,705,190 
Universal Electronics, Inc. (a) 344,209 17,262,081 
  30,105,282 
Leisure Products - 1.0%   
Malibu Boats, Inc. Class A (a) 529,100 6,915,337 
Vista Outdoor, Inc. (a) 250,000 12,052,500 
  18,967,837 
Media - 0.8%   
Gray Television, Inc. (a) 66,841 878,959 
Live Nation Entertainment, Inc. (a) 410,200 9,311,540 
Starz Series A (a) 163,945 4,660,956 
  14,851,455 
Specialty Retail - 0.2%   
Winmark Corp. 34,081 3,215,883 
Textiles, Apparel & Luxury Goods - 0.8%   
G-III Apparel Group Ltd. (a) 271,800 13,416,048 
Unifi, Inc. (a) 44,886 1,071,429 
  14,487,477 
TOTAL CONSUMER DISCRETIONARY  284,550,617 
CONSUMER STAPLES - 2.6%   
Food & Staples Retailing - 1.3%   
Casey's General Stores, Inc. 190,900 23,049,266 
Food Products - 1.3%   
Post Holdings, Inc. (a) 180,000 10,530,000 
TreeHouse Foods, Inc. (a) 165,000 13,094,400 
  23,624,400 
TOTAL CONSUMER STAPLES  46,673,666 
ENERGY - 1.8%   
Energy Equipment & Services - 1.7%   
Dril-Quip, Inc. (a) 83,700 4,908,168 
Frank's International NV 300,000 4,389,000 
Oil States International, Inc. (a) 390,000 11,009,700 
Superior Drilling Products, Inc. (a)(c) 1,133,901 2,551,277 
Tesco Corp. 972,960 6,616,128 
Xtreme Drilling & Coil Services Corp. (a) 1,289,000 1,536,605 
  31,010,878 
Oil, Gas & Consumable Fuels - 0.1%   
StealthGas, Inc. (a) 859,100 2,319,570 
TOTAL ENERGY  33,330,448 
FINANCIALS - 10.0%   
Banks - 2.9%   
Commerce Bancshares, Inc. 336,000 13,819,680 
Eagle Bancorp, Inc. (a) 150,000 7,086,000 
Investors Bancorp, Inc. 1,000,000 11,690,000 
Pacific Premier Bancorp, Inc. (a) 1,002,186 20,574,879 
  53,170,559 
Consumer Finance - 0.4%   
Navient Corp. 720,000 6,883,200 
Diversified Financial Services - 1.5%   
FactSet Research Systems, Inc. 90,000 13,563,000 
MSCI, Inc. Class A 210,000 14,456,400 
  28,019,400 
Insurance - 1.3%   
First American Financial Corp. 388,000 13,335,560 
ProAssurance Corp. 190,000 9,522,800 
  22,858,360 
Real Estate Investment Trusts - 3.0%   
Coresite Realty Corp. 320,000 20,524,800 
Store Capital Corp. 772,300 19,145,317 
Sun Communities, Inc. 220,000 14,649,800 
  54,319,917 
Thrifts & Mortgage Finance - 0.9%   
Meridian Bancorp, Inc. 1,216,834 17,096,518 
TOTAL FINANCIALS  182,347,954 
HEALTH CARE - 22.7%   
Biotechnology - 5.3%   
Alder Biopharmaceuticals, Inc. (a) 100,000 2,418,000 
Amicus Therapeutics, Inc. (a)(b) 699,700 4,226,188 
Anacor Pharmaceuticals, Inc. (a) 145,486 10,930,363 
Blueprint Medicines Corp. (b) 250,000 3,930,000 
Cara Therapeutics, Inc. (a) 147,266 1,325,394 
Cellectis SA sponsored ADR 129,100 2,886,676 
Chimerix, Inc. (a) 210,100 1,617,770 
Coherus BioSciences, Inc. (a)(b) 306,150 4,059,549 
Curis, Inc. (a) 998,200 1,637,048 
DBV Technologies SA sponsored ADR (a) 154,188 4,007,346 
Dyax Corp. rights 12/31/19 380,400 1,065,120 
Dynavax Technologies Corp. (a)(b) 391,625 9,434,246 
Edge Therapeutics, Inc. (a)(b) 181,800 2,019,798 
Heron Therapeutics, Inc. (a)(b) 262,200 5,503,578 
Insmed, Inc. (a) 223,400 2,948,880 
Intercept Pharmaceuticals, Inc. (a) 31,600 3,356,868 
La Jolla Pharmaceutical Co. (a) 152,622 2,702,936 
Lion Biotechnologies, Inc. (a)(b) 410,000 2,455,900 
Mirati Therapeutics, Inc. (a) 177,354 3,818,432 
Novavax, Inc. (a) 1,717,697 8,846,140 
OncoMed Pharmaceuticals, Inc. (a)(b) 80,739 746,836 
Portola Pharmaceuticals, Inc. (a) 180,000 5,945,400 
ProNai Therapeutics, Inc. (a)(b) 193,800 1,604,664 
TESARO, Inc. (a) 100,000 3,454,000 
Ultragenyx Pharmaceutical, Inc. (a) 110,000 6,176,500 
  97,117,632 
Health Care Equipment & Supplies - 7.5%   
Cantel Medical Corp. 71,379 4,237,771 
CONMED Corp. 91,962 3,397,076 
Hill-Rom Holdings, Inc. 330,000 16,130,400 
Integra LifeSciences Holdings Corp. (a) 150,000 9,217,500 
Nevro Corp. (a) 221,200 13,667,948 
NxStage Medical, Inc. (a) 1,670,300 31,602,076 
Steris PLC 400,000 27,696,000 
Teleflex, Inc. 70,000 9,498,300 
The Spectranetics Corp. (a) 13,300 160,265 
Vascular Solutions, Inc. (a) 200,000 5,472,000 
Wright Medical Group NV (a) 772,129 15,403,974 
  136,483,310 
Health Care Providers & Services - 4.8%   
Aceto Corp. 350,000 7,997,500 
Amedisys, Inc. (a) 220,000 7,865,000 
Civitas Solutions, Inc. (a) 116,883 2,812,205 
HealthEquity, Inc. (a) 468,000 10,085,400 
LHC Group, Inc. (a) 100,000 3,792,000 
Molina Healthcare, Inc. (a) 30,000 1,647,300 
Providence Service Corp. (a) 266,229 11,820,568 
Surgical Care Affiliates, Inc. (a) 720,917 30,761,528 
Teladoc, Inc. (b) 345,000 5,602,800 
VCA, Inc. (a) 90,000 4,614,300 
  86,998,601 
Health Care Technology - 1.6%   
athenahealth, Inc. (a)(b) 110,557 15,676,983 
Nexus AG 4,600 87,144 
Press Ganey Holdings, Inc. (b) 230,000 6,796,500 
Veeva Systems, Inc. Class A (a) 55,047 1,326,633 
Vocera Communications, Inc. (a) 297,994 4,288,134 
  28,175,394 
Life Sciences Tools & Services - 1.3%   
Accelerate Diagnostics, Inc. (a)(b) 590,000 8,737,900 
Bruker Corp. (a) 641,500 14,324,695 
  23,062,595 
Pharmaceuticals - 2.2%   
DepoMed, Inc. (a)(b) 580,000 8,897,200 
Prestige Brands Holdings, Inc. (a) 304,175 14,198,889 
SCYNEXIS, Inc. (a) 476,100 2,175,777 
The Medicines Company (a) 200,000 6,912,000 
TherapeuticsMD, Inc. (a) 1,019,345 7,288,317 
  39,472,183 
TOTAL HEALTH CARE  411,309,715 
INDUSTRIALS - 11.9%   
Aerospace & Defense - 2.4%   
Aerojet Rocketdyne Holdings, Inc. (a) 430,013 7,073,714 
BWX Technologies, Inc. 561,000 16,796,340 
Huntington Ingalls Industries, Inc. 110,000 14,066,800 
Teledyne Technologies, Inc. (a) 60,000 4,875,000 
  42,811,854 
Building Products - 1.8%   
A.O. Smith Corp. 95,000 6,635,750 
Gibraltar Industries, Inc. (a) 484,467 10,290,079 
Universal Forest Products, Inc. 240,000 16,533,600 
  33,459,429 
Commercial Services & Supplies - 2.4%   
Deluxe Corp. 250,000 13,975,000 
Knoll, Inc. 907,500 16,652,625 
Matthews International Corp. Class A 240,018 11,979,298 
  42,606,923 
Construction & Engineering - 0.2%   
Comfort Systems U.S.A., Inc. 138,782 3,933,082 
Electrical Equipment - 0.8%   
AZZ, Inc. 130,000 6,692,400 
EnerSys 160,000 7,748,800 
  14,441,200 
Machinery - 1.2%   
Hillenbrand, Inc. 298,954 8,095,674 
Mueller Industries, Inc. 209,728 5,337,578 
Toro Co. 120,000 8,942,400 
  22,375,652 
Marine - 0.6%   
Matson, Inc. 290,000 11,718,900 
Professional Services - 1.9%   
CBIZ, Inc. (a) 1,216,100 12,282,610 
Exponent, Inc. 200,000 10,262,000 
GP Strategies Corp. (a) 200,557 4,851,474 
On Assignment, Inc. (a) 180,000 6,957,000 
  34,353,084 
Road & Rail - 0.6%   
Swift Transporation Co. (a)(b) 650,000 10,601,500 
TOTAL INDUSTRIALS  216,301,624 
INFORMATION TECHNOLOGY - 23.7%   
Communications Equipment - 0.4%   
CommScope Holding Co., Inc. (a) 340,000 7,622,800 
Electronic Equipment & Components - 0.8%   
ePlus, Inc. (a) 150,000 14,206,500 
Internet Software & Services - 5.5%   
Cimpress NV (a)(b) 15,435 1,211,956 
Cvent, Inc. (a) 485,560 12,823,640 
Demandware, Inc. (a) 199,313 8,456,851 
GoDaddy, Inc. (a)(b) 400,000 12,196,000 
Gogo, Inc. (a)(b) 620,488 9,028,100 
New Relic, Inc. (a) 25,100 708,322 
Stamps.com, Inc. (a) 358,711 33,654,266 
WebMD Health Corp. (a)(b) 425,000 21,721,750 
  99,800,885 
IT Services - 8.1%   
Broadridge Financial Solutions, Inc. 150,100 8,039,356 
CSG Systems International, Inc. 340,000 11,879,600 
Euronet Worldwide, Inc. (a) 215,000 17,150,550 
Gartner, Inc. Class A (a) 330,596 29,056,082 
Genpact Ltd. (a) 430,000 10,285,600 
Global Payments, Inc. 546,000 32,186,700 
Mattersight Corp. (a)(b)(c) 1,854,975 10,128,164 
Maximus, Inc. 189,167 10,095,843 
Perficient, Inc. (a) 449,112 8,555,584 
Virtusa Corp. (a) 200,000 8,944,000 
  146,321,479 
Semiconductors & Semiconductor Equipment - 1.5%   
Cirrus Logic, Inc. (a)(b) 511,432 17,756,919 
Monolithic Power Systems, Inc. 150,000 9,385,500 
Semtech Corp. (a) 41,541 834,974 
  27,977,393 
Software - 7.4%   
Atlassian Corp. PLC 255,300 5,302,581 
Blackbaud, Inc. 380,000 23,362,400 
Cadence Design Systems, Inc. (a) 886,200 17,334,072 
Callidus Software, Inc. (a) 232,512 3,587,660 
Fleetmatics Group PLC (a) 395,000 17,146,950 
HubSpot, Inc. (a) 477,490 19,381,319 
Paylocity Holding Corp. (a)(b) 233,400 7,263,408 
RealPage, Inc. (a) 470,000 9,066,300 
RingCentral, Inc. (a) 320,000 6,982,400 
Tyler Technologies, Inc. (a) 155,000 24,344,300 
  133,771,390 
TOTAL INFORMATION TECHNOLOGY  429,700,447 
MATERIALS - 3.1%   
Chemicals - 1.5%   
Axiall Corp. 800,000 14,344,000 
Codexis, Inc. (a) 442,129 1,790,622 
Innospec, Inc. 220,000 10,967,000 
  27,101,622 
Containers & Packaging - 1.5%   
Aptargroup, Inc. 101,876 7,426,760 
Avery Dennison Corp. 125,000 7,611,250 
Graphic Packaging Holding Co. 1,050,200 11,930,272 
  26,968,282 
Paper & Forest Products - 0.1%   
TFS Corp. Ltd. (b) 2,443,636 2,246,923 
TOTAL MATERIALS  56,316,827 
TELECOMMUNICATION SERVICES - 1.3%   
Diversified Telecommunication Services - 1.3%   
8x8, Inc. (a) 500,000 6,280,000 
inContact, Inc. (a) 1,214,000 10,501,100 
Vonage Holdings Corp. (a) 1,485,436 7,620,287 
  24,401,387 
TOTAL COMMON STOCKS   
(Cost $1,714,294,780)  1,684,932,685 
Money Market Funds - 12.9%   
Fidelity Cash Central Fund, 0.38% (d) 96,060,417 96,060,417 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 138,061,480 138,061,480 
TOTAL MONEY MARKET FUNDS   
(Cost $234,121,897)  234,121,897 
Equity Funds - 2.1%   
Small Growth Funds - 2.1%   
iShares Russell 2000 Growth Index ETF (b)   
(Cost $39,322,310) 315,000 39,223,800 
TOTAL INVESTMENT PORTFOLIO - 107.8%   
(Cost $1,987,738,987)  1,958,278,382 
NET OTHER ASSETS (LIABILITIES) - (7.8)%  (142,440,221) 
NET ASSETS - 100%  $1,815,838,161 

Security Type Abbreviations

ETF – Exchange Traded Fund

Legend

 (a) Non-income producing

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

 (c) Affiliated company

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $82,098 
Fidelity Securities Lending Cash Central Fund 1,453,834 
Total $1,535,932 

Other Affiliated Issuers

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

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
2U, Inc. $40,893,251 $31,536,253 $3,375,776 $-- $47,855,994 
Mattersight Corp. 12,150,086 -- -- -- 10,128,164 
Superior Drilling Products, Inc. 1,928,281 -- 37,522 -- 2,551,277 
Total $54,971,618 $31,536,253 $3,413,298 $-- $60,535,435 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $284,550,617 $284,550,617 $-- $-- 
Consumer Staples 46,673,666 46,673,666 -- -- 
Energy 33,330,448 33,330,448 -- -- 
Financials 182,347,954 182,347,954 -- -- 
Health Care 411,309,715 410,157,451 87,144 1,065,120 
Industrials 216,301,624 216,301,624 -- -- 
Information Technology 429,700,447 429,700,447 -- -- 
Materials 56,316,827 54,069,904 2,246,923 -- 
Telecommunication Services 24,401,387 24,401,387 -- -- 
Money Market Funds 234,121,897 234,121,897 -- -- 
Equity Funds 39,223,800 39,223,800 -- -- 
Total Investments in Securities: $1,958,278,382 $1,954,879,195 $2,334,067 $1,065,120 

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $138,209,768) — See accompanying schedule:
Unaffiliated issuers (cost $1,687,190,375) 
$1,663,621,050  
Fidelity Central Funds (cost $234,121,897) 234,121,897  
Other affiliated issuers (cost $66,426,715) 60,535,435  
Total Investments (cost $1,987,738,987)  $1,958,278,382 
Cash  1,498,090 
Foreign currency held at value (cost $36,806)  36,608 
Receivable for investments sold  56,805,431 
Receivable for fund shares sold  3,869,354 
Dividends receivable  126,725 
Distributions receivable from Fidelity Central Funds  452,236 
Prepaid expenses  2,652 
Other receivables  38,176 
Total assets  2,021,107,654 
Liabilities   
Payable for investments purchased $61,818,193  
Payable for fund shares redeemed 3,519,273  
Accrued management fee 1,296,120  
Distribution and service plan fees payable 103,307  
Other affiliated payables 432,695  
Other payables and accrued expenses 38,425  
Collateral on securities loaned, at value 138,061,480  
Total liabilities  205,269,493 
Net Assets  $1,815,838,161 
Net Assets consist of:   
Paid in capital  $1,907,475,409 
Accumulated net investment loss  (3,822,741) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (58,352,721) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  (29,461,786) 
Net Assets  $1,815,838,161 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($146,714,670 ÷ 8,965,749 shares)  $16.36 
Maximum offering price per share (100/94.25 of $16.36)  $17.36 
Class T:   
Net Asset Value and redemption price per share ($47,555,183 ÷ 2,975,761 shares)  $15.98 
Maximum offering price per share (100/96.50 of $15.98)  $16.56 
Class B:   
Net Asset Value and offering price per share ($1,471,270 ÷ 97,417 shares)(a)  $15.10 
Class C:   
Net Asset Value and offering price per share ($60,995,304 ÷ 4,062,692 shares)(a)  $15.01 
Small Cap Growth:   
Net Asset Value, offering price and redemption price per share ($1,430,546,797 ÷ 84,667,789 shares)  $16.90 
Class I:   
Net Asset Value, offering price and redemption price per share ($128,554,937 ÷ 7,592,754 shares)  $16.93 

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


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


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $5,461,117 
Interest  15 
Income from Fidelity Central Funds (including $1,453,834 from security lending)  1,535,932 
Total income  6,997,064 
Expenses   
Management fee   
Basic fee $6,324,712  
Performance adjustment 1,195,467  
Transfer agent fees 2,220,905  
Distribution and service plan fees 612,381  
Accounting and security lending fees 293,075  
Custodian fees and expenses 30,004  
Independent trustees' compensation 3,850  
Registration fees 166,949  
Audit 33,167  
Legal 3,375  
Miscellaneous 4,679  
Total expenses before reductions 10,888,564  
Expense reductions (68,759) 10,819,805 
Net investment income (loss)  (3,822,741) 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (52,952,176)  
Other affiliated issuers (178,011)  
Foreign currency transactions (11,321)  
Total net realized gain (loss)  (53,141,508) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(276,851,624)  
Assets and liabilities in foreign currencies 11,758  
Total change in net unrealized appreciation (depreciation)  (276,839,866) 
Net gain (loss)  (329,981,374) 
Net increase (decrease) in net assets resulting from operations  $(333,804,115) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $(3,822,741) $(5,784,041) 
Net realized gain (loss) (53,141,508) 108,754,619 
Change in net unrealized appreciation (depreciation) (276,839,866) 166,432,213 
Net increase (decrease) in net assets resulting from operations (333,804,115) 269,402,791 
Distributions to shareholders from net realized gain (71,394,910) (103,188,484) 
Share transactions - net increase (decrease) 542,860,559 214,155,809 
Redemption fees 530,486 177,411 
Total increase (decrease) in net assets 138,192,020 380,547,527 
Net Assets   
Beginning of period 1,677,646,141 1,297,098,614 
End of period (including accumulated net investment loss of $3,822,741 and undistributed net investment income of $0, respectively) $1,815,838,161 $1,677,646,141 

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


Financial Highlights — Fidelity Small Cap Growth Fund Class A

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $20.55 $17.99 $19.66 $15.87 $16.42 $12.66 
Income from Investment Operations       
Net investment income (loss)A (.06) (.13) (.12) (.04) (.07)B (.07)C 
Net realized and unrealized gain (loss) (3.36) 4.23 1.69 4.87 (.16) 3.84 
Total from investment operations (3.42) 4.10 1.57 4.83 (.23) 3.77 
Distributions from net realized gain (.78) (1.54) (3.24) (1.04) (.32) (.01)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.36 $20.55 $17.99 $19.66 $15.87 $16.42 
Total ReturnF,G,H (17.09)% 24.46% 8.58% 32.20% (1.14)% 29.78% 
Ratios to Average Net AssetsI,J       
Expenses before reductions 1.39%K 1.21% 1.22% 1.24% 1.35% 1.25% 
Expenses net of fee waivers, if any 1.39%K 1.21% 1.22% 1.24% 1.35% 1.25% 
Expenses net of all reductions 1.38%K 1.20% 1.22% 1.22% 1.34% 1.23% 
Net investment income (loss) (.61)%K (.67)% (.62)% (.26)% (.49)%B (.47)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $146,715 $123,370 $88,822 $74,978 $59,684 $67,272 
Portfolio turnover rateL 133%K 156% 148%M 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61) %.

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

 E Amount represents less than $.005 per share.

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

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

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

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

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

 K Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Growth Fund Class T

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $20.08 $17.66 $19.38 $15.68 $16.27 $12.57 
Income from Investment Operations       
Net investment income (loss)A (.08) (.17) (.16) (.09) (.11)B (.11)C 
Net realized and unrealized gain (loss) (3.28) 4.13 1.66 4.82 (.16) 3.81 
Total from investment operations (3.36) 3.96 1.50 4.73 (.27) 3.70 
Distributions from net realized gain (.75) (1.54) (3.22) (1.03) (.32) – 
Redemption fees added to paid in capitalA .01 D D D D D 
Net asset value, end of period $15.98 $20.08 $17.66 $19.38 $15.68 $16.27 
Total ReturnE,F,G (17.19)% 24.10% 8.30% 31.87% (1.41)% 29.44% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.67%J 1.49% 1.50% 1.49% 1.61% 1.50% 
Expenses net of fee waivers, if any 1.67%J 1.48% 1.50% 1.49% 1.61% 1.50% 
Expenses net of all reductions 1.66%J 1.47% 1.49% 1.48% 1.60% 1.49% 
Net investment income (loss) (.89)%J (.95)% (.90)% (.52)% (.74)%B (.73)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $47,555 $52,667 $42,586 $34,686 $27,658 $30,764 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.83) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Growth Fund Class B

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.99 $16.86 $18.65 $15.19 $15.86 $12.30 
Income from Investment Operations       
Net investment income (loss)A (.12) (.25) (.25) (.16) (.18)B (.18)C 
Net realized and unrealized gain (loss) (3.11) 3.92 1.60 4.64 (.17) 3.74 
Total from investment operations (3.23) 3.67 1.35 4.48 (.35) 3.56 
Distributions from net realized gain (.67) (1.54) (3.14) (1.02) (.32) – 
Redemption fees added to paid in capitalA .01 D D D D D 
Net asset value, end of period $15.10 $18.99 $16.86 $18.65 $15.19 $15.86 
Total ReturnE,F,G (17.43)% 23.48% 7.73% 31.25% (1.96)% 28.94% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.19%J 2.01% 2.01% 1.99% 2.10% 2.00% 
Expenses net of fee waivers, if any 2.19%J 2.01% 2.01% 1.99% 2.10% 2.00% 
Expenses net of all reductions 2.18%J 2.00% 2.01% 1.97% 2.09% 1.98% 
Net investment income (loss) (1.41)%J (1.47)% (1.41)% (1.01)% (1.23)%B (1.22)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,471 $2,357 $2,764 $3,486 $4,123 $5,295 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Growth Fund Class C

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.90 $16.78 $18.62 $15.16 $15.83 $12.28 
Income from Investment Operations       
Net investment income (loss)A (.12) (.25) (.25) (.16) (.18)B (.18)C 
Net realized and unrealized gain (loss) (3.08) 3.91 1.59 4.64 (.17) 3.73 
Total from investment operations (3.20) 3.66 1.34 4.48 (.35) 3.55 
Distributions from net realized gain (.69) (1.54) (3.18) (1.02) (.32) – 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $15.01 $18.90 $16.78 $18.62 $15.16 $15.83 
Total ReturnE,F,G (17.45)% 23.53% 7.70% 31.32% (1.96)% 28.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.17%J 2.00% 2.01% 1.99% 2.10% 2.00% 
Expenses net of fee waivers, if any 2.17%J 2.00% 2.00% 1.99% 2.10% 2.00% 
Expenses net of all reductions 2.17%J 1.99% 2.00% 1.97% 2.09% 1.98% 
Net investment income (loss) (1.39)%J (1.46)% (1.41)% (1.01)% (1.24)%B (1.22)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $60,995 $55,671 $42,215 $32,756 $24,683 $24,914 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36) %.

 D Amount represents less than $.005 per share.

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

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Growth Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $21.20 $18.45 $20.07 $16.14 $16.65 $12.81 
Income from Investment Operations       
Net investment income (loss)A (.03) (.07) (.06) .01 (.03)B (.03)C 
Net realized and unrealized gain (loss) (3.47) 4.36 1.71 4.98 (.16) 3.90 
Total from investment operations (3.50) 4.29 1.65 4.99 (.19) 3.87 
Distributions from net realized gain (.81) (1.54) (3.27) (1.06) (.32) (.03)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.90 $21.20 $18.45 $20.07 $16.14 $16.65 
Total ReturnF,G (16.97)% 24.91% 8.87% 32.74% (.88)% 30.20% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.14%J .91% .91% .90% 1.03% .95% 
Expenses net of fee waivers, if any 1.13%J .91% .90% .90% 1.03% .95% 
Expenses net of all reductions 1.13%J .90% .90% .88% 1.02% .93% 
Net investment income (loss) (.35)%J (.37)% (.31)% .08% (.16)%B (.17)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,430,547 $1,345,684 $1,069,105 $1,315,659 $1,166,101 $1,382,688 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31) %.

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

 E Amount represents less than $.005 per share.

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

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

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

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

 J Annualized

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

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


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


Financial Highlights — Fidelity Small Cap Growth Fund Class I

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $21.24 $18.49 $20.10 $16.17 $16.68 $12.83 
Income from Investment Operations       
Net investment income (loss)A (.03) (.07) (.06) .01 (.03)B (.03)C 
Net realized and unrealized gain (loss) (3.48) 4.36 1.72 4.98 (.16) 3.91 
Total from investment operations (3.51) 4.29 1.66 4.99 (.19) 3.88 
Distributions from net realized gain (.81) (1.54) (3.27) (1.06) (.32) (.03)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.93 $21.24 $18.49 $20.10 $16.17 $16.68 
Total ReturnF,G (16.99)% 24.85% 8.89% 32.65% (.88)% 30.24% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.10%J .93% .92% .92% 1.06% .94% 
Expenses net of fee waivers, if any 1.10%J .93% .92% .92% 1.06% .94% 
Expenses net of all reductions 1.09%J .91% .92% .91% 1.05% .93% 
Net investment income (loss) (.32)%J (.39)% (.32)% .06% (.19)%B (.17)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $128,555 $97,897 $51,607 $51,158 $36,694 $41,440 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.30) %.

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

 E Amount represents less than $.005 per share.

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

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

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

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

 J Annualized

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

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


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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth and Class I shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. 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.

During the period, the Board of Trustees approved the conversion of all existing Class B shares into Class A shares, effective on or about July 1, 2016, regardless of the length of times shares have been held.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $140,469,918 
Gross unrealized depreciation (179,315,659) 
Net unrealized appreciation (depreciation) on securities $(38,845,741) 
Tax cost $1,997,124,123 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,583,055,509 and $1,159,316,197, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .83% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $170,431 $- 
Class T .25% .25% 126,693 
Class B .75% .25% 9,477 7,108 
Class C .75% .25% 305,780 89,202 
   $612,381 $96,310 

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

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

 Retained
by FDC 
Class A $75,745 
Class T 9,304 
Class B(a) 178 
Class C(a) 5,760 
 $90,987 

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


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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $168,349 .25 
Class T 70,180 .28 
Class B 2,888 .30 
Class C 86,626 .28 
Small Cap Growth 1,771,102 .25 
Class I 121,760 .21 
 $2,220,905  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $41,003 for the period.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,182 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $9,721,986. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $135,856 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $61,599 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $211.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $6,949.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net realized gain   
Class A $5,181,395 $7,463,655 
Class T 2,020,848 3,715,268 
Class B 78,117 242,938 
Class C 2,268,668 3,707,592 
Small Cap Growth 57,632,579 83,762,458 
Class I 4,213,303 4,296,573 
Total $71,394,910 $103,188,484 

10. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 3,788,380 2,167,593 $69,322,533 $41,925,439 
Reinvestment of distributions 264,882 412,446 5,002,118 7,203,479 
Shares redeemed (1,089,932) (1,515,208) (19,532,200) (27,623,856) 
Net increase (decrease) 2,963,330 1,064,831 $54,792,451 $21,505,062 
Class T     
Shares sold 614,464 659,898 $11,042,487 $12,282,234 
Reinvestment of distributions 107,630 211,200 1,987,314 3,613,802 
Shares redeemed (368,566) (660,724) (6,582,314) (11,765,139) 
Net increase (decrease) 353,528 210,374 $6,447,487 $4,130,897 
Class B     
Shares sold 5,563 11,802 $90,672 $209,809 
Reinvestment of distributions 4,376 14,482 76,516 235,501 
Shares redeemed (36,629) (66,110) (623,367) (1,127,352) 
Net increase (decrease) (26,690) (39,826) $(456,179) $(682,042) 
Class C     
Shares sold 1,483,971 992,298 $25,270,133 $17,729,436 
Reinvestment of distributions 125,336 216,825 2,178,654 3,508,500 
Shares redeemed (492,824) (778,826) (7,982,478) (13,034,787) 
Net increase (decrease) 1,116,483 430,297 $19,466,309 $8,203,149 
Small Cap Growth     
Shares sold 30,093,908 23,816,242 $567,615,388 $475,203,336 
Reinvestment of distributions 2,848,706 4,527,816 55,506,569 81,276,349 
Shares redeemed (11,760,847) (22,793,867) (217,402,735) (412,013,233) 
Net increase (decrease) 21,181,767 5,550,191 $405,719,222 $144,466,452 
Class I     
Shares sold 4,395,489 2,387,318 $82,906,484 $47,676,724 
Reinvestment of distributions 199,940 220,272 3,903,639 3,963,647 
Shares redeemed (1,612,638) (789,017) (29,918,854) (15,108,080) 
Net increase (decrease) 2,982,791 1,818,573 $56,891,269 $36,532,291 

11. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.39%    
Actual  $1,000.00 $829.10 $6.39 
Hypothetical-C  $1,000.00 $1,018.15 $7.05 
Class T 1.67%    
Actual  $1,000.00 $828.10 $7.67 
Hypothetical-C  $1,000.00 $1,016.74 $8.47 
Class B 2.19%    
Actual  $1,000.00 $825.70 $10.05 
Hypothetical-C  $1,000.00 $1,014.13 $11.09 
Class C 2.17%    
Actual  $1,000.00 $825.50 $9.96 
Hypothetical-C  $1,000.00 $1,014.23 $10.99 
Small Cap Growth 1.13%    
Actual  $1,000.00 $830.30 $5.20 
Hypothetical-C  $1,000.00 $1,019.46 $5.74 
Class I 1.10%    
Actual  $1,000.00 $830.10 $5.06 
Hypothetical-C  $1,000.00 $1,019.61 $5.58 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SCP-SANN-0316
1.803700.111


Fidelity® Blue Chip Growth Fund
Class K



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholder Expense Example


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

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Alphabet, Inc. Class A 5.7 4.3 
Amazon.com, Inc. 4.9 3.9 
Facebook, Inc. Class A 4.1 2.9 
Apple, Inc. 4.1 6.4 
Alphabet, Inc. Class C 2.4 2.0 
Home Depot, Inc. 2.1 1.8 
The Coca-Cola Co. 2.0 1.0 
Visa, Inc. Class A 2.0 1.8 
Salesforce.com, Inc. 1.9 1.8 
Allergan PLC 1.8 1.8 
 31.0  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 37.4 34.2 
Consumer Discretionary 26.4 24.9 
Health Care 16.1 18.0 
Consumer Staples 10.8 9.8 
Industrials 4.9 5.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 97.6% 
   Convertible Securities 2.4% 


 * Foreign investments - 12.2%


As of July 31, 2015 * 
   Stocks 98.1% 
   Convertible Securities 1.9% 


 * Foreign investments - 12.5%


Investments January 31, 2016

Showing Percentage of Net Assets

Common Stocks - 97.5%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 26.2%   
Auto Components - 0.2%   
Delphi Automotive PLC 343,451 $22,304 
Magna International, Inc. Class A (sub. vtg.) 593,150 20,607 
  42,911 
Automobiles - 1.2%   
Tesla Motors, Inc. (a)(b) 1,166,133 222,965 
Hotels, Restaurants & Leisure - 5.9%   
Buffalo Wild Wings, Inc. (a)(b) 463,809 70,638 
Chipotle Mexican Grill, Inc. (a) 474,570 214,966 
Dave & Buster's Entertainment, Inc. (a) 1,736,913 62,998 
Domino's Pizza, Inc. 389,471 44,372 
Fiesta Restaurant Group, Inc. (a) 233,800 8,510 
Hilton Worldwide Holdings, Inc. 2,857,776 50,897 
Jubilant Foodworks Ltd. 63,454 1,197 
McDonald's Corp. 2,725,375 337,347 
MGM Mirage, Inc. (a) 531,642 10,675 
Panera Bread Co. Class A (a) 21,700 4,210 
Royal Caribbean Cruises Ltd. 146,600 12,015 
Starbucks Corp. 5,164,647 313,856 
  1,131,681 
Household Durables - 0.9%   
Jarden Corp. (a) 613,766 32,560 
Newell Rubbermaid, Inc. 298,337 11,570 
Sony Corp. 1,790,700 41,561 
Sony Corp. sponsored ADR 995,475 23,772 
Tempur Sealy International, Inc. (a) 147,999 8,930 
Whirlpool Corp. 405,332 54,473 
  172,866 
Internet & Catalog Retail - 7.0%   
Amazon.com, Inc. (a) 1,600,987 939,779 
Ctrip.com International Ltd. sponsored ADR (a) 799,533 34,124 
Expedia, Inc. 698,499 70,576 
Groupon, Inc. Class A (a)(b) 4,483,314 12,195 
JD.com, Inc. sponsored ADR (a) 182,652 4,754 
Netflix, Inc. (a) 1,348,248 123,823 
Priceline Group, Inc. (a) 137,905 146,865 
The Honest Co., Inc. (a)(c) 150,143 6,870 
  1,338,986 
Leisure Products - 0.3%   
Hasbro, Inc. 532,239 39,535 
Mattel, Inc. 301,588 8,321 
NJOY, Inc. (a)(c) 8,088,440 1,035 
Spin Master Corp. (a) 412,100 5,880 
  54,771 
Media - 1.6%   
Altice NV Class A (a) 1,849,008 26,666 
Charter Communications, Inc. Class A (a) 154,935 26,550 
DreamWorks Animation SKG, Inc. Class A (a)(b) 566,929 14,536 
Lions Gate Entertainment Corp. 319,865 8,364 
Naspers Ltd. Class N 198,800 25,123 
Starz Series A (a) 324,159 9,216 
The Walt Disney Co. 1,997,851 191,434 
  301,889 
Multiline Retail - 1.4%   
B&M European Value Retail S.A. 8,179,226 32,855 
Burlington Stores, Inc. (a) 670,971 36,051 
Dollar Tree, Inc. (a) 946,965 77,007 
Target Corp. 1,600,646 115,919 
  261,832 
Specialty Retail - 4.7%   
AutoZone, Inc. (a) 16,577 12,721 
Home Depot, Inc. 3,227,524 405,893 
Inditex SA 561,709 18,485 
L Brands, Inc. 1,148,336 110,413 
Lowe's Companies, Inc. 221,610 15,881 
O'Reilly Automotive, Inc. (a) 31,457 8,207 
Restoration Hardware Holdings, Inc. (a)(b) 1,727,774 106,465 
Ross Stores, Inc. 977,149 54,974 
Signet Jewelers Ltd. 481,524 55,857 
TJX Companies, Inc. 1,505,267 107,235 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 94,384 17,100 
  913,231 
Textiles, Apparel & Luxury Goods - 3.0%   
adidas AG 997,300 102,695 
Coach, Inc. 164,819 6,107 
Columbia Sportswear Co. 105,804 5,838 
G-III Apparel Group Ltd. (a) 608,239 30,023 
Kate Spade & Co. (a) 1,001,102 17,830 
lululemon athletica, Inc. (a)(b) 1,294,472 80,348 
NIKE, Inc. Class B 2,174,144 134,819 
Pandora A/S 18,275 2,445 
PVH Corp. 792,781 58,174 
Ralph Lauren Corp. 36,950 4,157 
Regina Miracle International Holdings Ltd. (a) 6,171,551 10,101 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 1,854,582 52,281 
Tory Burch LLC unit (c)(d) 293,611 15,356 
Under Armour, Inc. Class A (sub. vtg.) (a) 518,665 44,310 
Vera Bradley, Inc. (a) 878,600 12,986 
VF Corp. 150,995 9,452 
  586,922 
TOTAL CONSUMER DISCRETIONARY  5,028,054 
CONSUMER STAPLES - 10.6%   
Beverages - 4.2%   
Anheuser-Busch InBev SA NV ADR 306,974 38,630 
Coca-Cola Bottling Co. Consolidated 30,858 5,428 
Constellation Brands, Inc. Class A (sub. vtg.) 362,427 55,263 
Molson Coors Brewing Co. Class B 919,655 83,210 
Monster Beverage Corp. 1,130,295 152,624 
PepsiCo, Inc. 801,191 79,558 
The Coca-Cola Co. 9,100,465 390,592 
United Spirits Ltd. (a) 41,658 1,535 
  806,840 
Food & Staples Retailing - 3.0%   
Costco Wholesale Corp. 799,297 120,790 
CVS Health Corp. 1,815,506 175,360 
Kroger Co. 2,888,050 112,085 
Sprouts Farmers Market LLC (a) 1,732,222 39,495 
Wal-Mart Stores, Inc. 172,865 11,471 
Walgreens Boots Alliance, Inc. 750,280 59,812 
Whole Foods Market, Inc. 1,955,118 57,305 
  576,318 
Food Products - 1.3%   
Amplify Snack Brands, Inc. 659,687 7,125 
Associated British Foods PLC 1,086,100 48,998 
Edita Food Industries SAE GDR (a)(e) 129,600 2,171 
Mondelez International, Inc. 2,771,433 119,449 
Premium Brands Holdings Corp. 73,200 2,195 
The Hain Celestial Group, Inc. (a) 944,971 34,378 
The Kraft Heinz Co. 315,571 24,633 
TreeHouse Foods, Inc. (a) 83,900 6,658 
WhiteWave Foods Co. (a) 366,371 13,831 
  259,438 
Household Products - 0.2%   
Procter & Gamble Co. 515,964 42,149 
Personal Products - 1.2%   
Estee Lauder Companies, Inc. Class A 609,272 51,940 
Herbalife Ltd. (a) 2,128,165 98,343 
Nu Skin Enterprises, Inc. Class A (b) 2,576,924 81,560 
  231,843 
Tobacco - 0.7%   
Imperial Tobacco Group PLC 204,055 11,049 
Reynolds American, Inc. 2,309,361 115,353 
  126,402 
TOTAL CONSUMER STAPLES  2,042,990 
ENERGY - 1.2%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 138,500 6,026 
Schlumberger Ltd. 148,900 10,761 
  16,787 
Oil, Gas & Consumable Fuels - 1.1%   
Anadarko Petroleum Corp. 565,132 22,091 
Cimarex Energy Co. 359,750 33,457 
Continental Resources, Inc. (a)(b) 1,215,841 25,666 
Devon Energy Corp. 305,600 8,526 
Diamondback Energy, Inc. 43,100 3,256 
EOG Resources, Inc. 698,058 49,576 
Hess Corp. 211,000 8,968 
Noble Energy, Inc. 66,100 2,140 
Pioneer Natural Resources Co. 390,126 48,356 
Rice Energy, Inc. (a) 194,700 2,272 
SM Energy Co. (b) 1,039,753 14,536 
Whiting Petroleum Corp. (a) 527,800 3,879 
  222,723 
TOTAL ENERGY  239,510 
FINANCIALS - 2.5%   
Banks - 1.7%   
Bank of America Corp. 5,319,921 75,224 
Citigroup, Inc. 1,831,521 77,986 
HDFC Bank Ltd. sponsored ADR 649,917 39,209 
JPMorgan Chase & Co. 2,346,136 139,595 
  332,014 
Capital Markets - 0.4%   
BlackRock, Inc. Class A 167,664 52,690 
Charles Schwab Corp. 705,841 18,020 
Fairfax India Holdings Corp. (a) 911,500 9,206 
  79,916 
Consumer Finance - 0.0%   
Synchrony Financial (a) 197,900 5,624 
Diversified Financial Services - 0.1%   
CME Group, Inc. 105,257 9,457 
Multi Commodity Exchange of India Ltd. (a) 4,622 59 
  9,516 
Real Estate Investment Trusts - 0.2%   
Extra Space Storage, Inc. 304,087 27,578 
Real Estate Management & Development - 0.0%   
Parsvnath Developers Ltd. (a)(f) 21,771,340 6,148 
Thrifts & Mortgage Finance - 0.1%   
Housing Development Finance Corp. Ltd. 697,722 12,214 
Indiabulls Housing Finance Ltd. 604,148 6,337 
LIC Housing Finance Ltd. (a) 351,944 2,494 
  21,045 
TOTAL FINANCIALS  481,841 
HEALTH CARE - 15.9%   
Biotechnology - 9.9%   
AbbVie, Inc. 1,860,412 102,137 
ACADIA Pharmaceuticals, Inc. (a) 119,000 2,462 
Acceleron Pharma, Inc. (a) 144,143 4,425 
Aduro Biotech, Inc. (b) 85,684 1,241 
Agios Pharmaceuticals, Inc. (a)(b) 192,578 8,131 
Aimmune Therapeutics, Inc. (a) 399,157 5,460 
Alexion Pharmaceuticals, Inc. (a) 655,869 95,711 
Alkermes PLC (a) 963,547 30,843 
Alnylam Pharmaceuticals, Inc. (a) 679,240 46,827 
Amgen, Inc. 1,850,286 282,594 
Ascendis Pharma A/S sponsored ADR 330,551 6,294 
Avalanche Biotechnologies, Inc. (a) 88,979 534 
BioCryst Pharmaceuticals, Inc. (a) 1,028,402 7,168 
Biogen, Inc. (a) 725,190 198,020 
BioMarin Pharmaceutical, Inc. (a) 259,887 19,237 
bluebird bio, Inc. (a) 244,767 10,124 
Calithera Biosciences, Inc. (a)(b) 262,144 1,311 
Catabasis Pharmaceuticals, Inc. 520,393 3,445 
Celgene Corp. (a) 2,830,872 283,993 
Cellectis SA sponsored ADR 66,709 1,492 
Chiasma, Inc. (a)(b) 298,351 3,073 
Chiasma, Inc. (e) 221,566 2,282 
Chiasma, Inc. warrants (a) 55,391 151 
Chimerix, Inc. (a) 84,785 653 
Coherus BioSciences, Inc. (a)(b) 484,489 6,424 
CytomX Therapeutics, Inc. 378,621 5,651 
CytomX Therapeutics, Inc. (a) 164,776 2,589 
DBV Technologies SA sponsored ADR (a) 107,154 2,785 
Dicerna Pharmaceuticals, Inc. (a) 158,644 1,041 
Edge Therapeutics, Inc. (a) 338,839 3,765 
Exelixis, Inc. (a)(b) 2,801,991 12,945 
FibroGen, Inc. (a) 368,341 7,470 
Gilead Sciences, Inc. 3,767,727 312,721 
Global Blood Therapeutics, Inc. (a)(b) 508,233 9,621 
Heron Therapeutics, Inc. (a) 87,877 1,845 
Intercept Pharmaceuticals, Inc. (a) 142,207 15,107 
Intrexon Corp. (a)(b) 472,617 13,772 
Ionis Pharmaceuticals, Inc. (a) 125,729 4,895 
Ironwood Pharmaceuticals, Inc. Class A (a) 893,167 8,244 
Juno Therapeutics, Inc. (a)(b) 221,037 6,096 
Kite Pharma, Inc. (a)(b) 97,468 4,629 
Merrimack Pharmaceuticals, Inc. (a)(b) 1,569,525 9,684 
Mirati Therapeutics, Inc. (a) 220,034 4,737 
Momenta Pharmaceuticals, Inc. (a) 96,669 1,201 
Neurocrine Biosciences, Inc. (a) 627,247 26,689 
Novavax, Inc. (a) 438,504 2,258 
Portola Pharmaceuticals, Inc. (a) 300,825 9,936 
ProNai Therapeutics, Inc. (a) 292,403 2,421 
Prothena Corp. PLC (a) 103,459 4,030 
Radius Health, Inc. (a) 84,485 2,706 
Regeneron Pharmaceuticals, Inc. (a) 426,508 179,172 
REGENXBIO, Inc. (a)(b) 118,439 1,646 
Sage Therapeutics, Inc. (a) 119,767 4,022 
Seattle Genetics, Inc. (a) 372,893 12,298 
Seres Therapeutics, Inc. (b) 48,933 1,318 
Spark Therapeutics, Inc. 98,965 2,788 
Trevena, Inc. (a) 1,033,895 7,527 
Ultragenyx Pharmaceutical, Inc. (a) 58,720 3,297 
uniQure B.V. (a)(b) 300,878 5,485 
Versartis, Inc. (a)(b) 159,453 1,776 
Vertex Pharmaceuticals, Inc. (a) 1,061,002 96,286 
Xencor, Inc. (a) 110,350 1,194 
  1,917,679 
Health Care Equipment & Supplies - 1.2%   
Boston Scientific Corp. (a) 3,061,638 53,671 
DexCom, Inc. (a) 103,329 7,365 
Edwards Lifesciences Corp. (a) 26,500 2,073 
Glaukos Corp. (b) 75,218 1,228 
Intuitive Surgical, Inc. (a) 146,941 79,473 
Invuity, Inc. 507,111 3,895 
Medtronic PLC 660,925 50,177 
Nevro Corp. (a) 377,795 23,344 
Novocure Ltd. (a)(b) 143,904 1,796 
Olympus Corp. 101,400 3,954 
  226,976 
Health Care Providers & Services - 0.6%   
Adeptus Health, Inc. Class A (a) 506,235 23,884 
AmSurg Corp. (a) 555,956 40,690 
Apollo Hospitals Enterprise Ltd. (a) 936,371 20,409 
Cardinal Health, Inc. 114,049 9,280 
Dr Lal Pathlabs Ltd. 7,779 90 
Teladoc, Inc. (b) 656,907 10,668 
UnitedHealth Group, Inc. 101,362 11,673 
  116,694 
Health Care Technology - 0.1%   
athenahealth, Inc. (a) 75,273 10,674 
Castlight Health, Inc. Class B (a) 508,709 1,684 
Evolent Health, Inc. 241,372 2,382 
  14,740 
Life Sciences Tools & Services - 0.1%   
Illumina, Inc. (a) 93,862 14,826 
Lonza Group AG 37,805 5,792 
  20,618 
Pharmaceuticals - 4.0%   
Achaogen, Inc. (a) 325,957 1,180 
Allergan PLC (a) 1,233,475 350,837 
Bristol-Myers Squibb Co. 2,053,785 127,663 
Cempra, Inc. (a)(b) 132,400 2,281 
CSPC Pharmaceutical Group Ltd. 2,108,000 1,783 
Dermira, Inc. (a) 406,148 11,372 
Endo Health Solutions, Inc. (a) 407,846 22,623 
GW Pharmaceuticals PLC ADR (a)(b) 261,411 13,112 
Intra-Cellular Therapies, Inc. (a) 105,204 3,901 
Jazz Pharmaceuticals PLC (a) 188,344 24,247 
Johnson & Johnson 37,600 3,927 
Pacira Pharmaceuticals, Inc. (a) 114,684 6,815 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,545,799 95,036 
The Medicines Company (a) 497,424 17,191 
Valeant Pharmaceuticals International, Inc. (Canada) (a) 899,100 82,792 
  764,760 
TOTAL HEALTH CARE  3,061,467 
INDUSTRIALS - 4.8%   
Aerospace & Defense - 0.8%   
Honeywell International, Inc. 879,698 90,785 
Lockheed Martin Corp. 84,997 17,934 
Northrop Grumman Corp. 33,169 6,138 
Raytheon Co. 136,215 17,468 
Space Exploration Technologies Corp. Class A (c) 160,303 14,267 
  146,592 
Airlines - 1.9%   
American Airlines Group, Inc. 48,000 1,872 
Azul-Linhas Aereas Brasileiras warrants (a)(c) 165,571 
Delta Air Lines, Inc. 2,318,749 102,697 
InterGlobe Aviation Ltd. (a) 257,728 3,358 
JetBlue Airways Corp. (a) 646,400 13,775 
Southwest Airlines Co. 3,402,173 127,990 
Spirit Airlines, Inc. (a) 778,342 32,535 
United Continental Holdings, Inc. (a) 1,634,834 78,930 
Wizz Air Holdings PLC 268,021 7,257 
  368,414 
Building Products - 0.1%   
Caesarstone Sdot-Yam Ltd. (a) 208,417 7,834 
Toto Ltd. 232,800 7,556 
  15,390 
Construction & Engineering - 0.2%   
Dycom Industries, Inc. (a) 556,900 36,900 
Electrical Equipment - 0.7%   
Acuity Brands, Inc. 182,840 37,012 
SolarCity Corp. (a)(b) 2,616,654 93,284 
  130,296 
Industrial Conglomerates - 0.7%   
Danaher Corp. 618,359 53,581 
General Electric Co. 2,939,843 85,549 
  139,130 
Machinery - 0.1%   
Eicher Motors Ltd. (a) 14,288 3,502 
Rational AG 16,438 7,372 
  10,874 
Professional Services - 0.1%   
Equifax, Inc. 42,542 4,501 
WageWorks, Inc. (a) 187,645 8,395 
  12,896 
Road & Rail - 0.0%   
Swift Transporation Co. (a) 253,100 4,128 
Trading Companies & Distributors - 0.2%   
HD Supply Holdings, Inc. (a) 1,845,147 48,472 
TOTAL INDUSTRIALS  913,092 
INFORMATION TECHNOLOGY - 35.6%   
Communications Equipment - 0.5%   
Palo Alto Networks, Inc. (a) 107,028 16,000 
Qualcomm, Inc. 1,942,653 88,080 
  104,080 
Electronic Equipment & Components - 0.2%   
Fitbit, Inc. (b) 2,357,613 39,136 
Internet Software & Services - 14.7%   
58.com, Inc. ADR (a) 294,400 16,516 
Alibaba Group Holding Ltd. sponsored ADR (a) 1,946,816 130,495 
Alphabet, Inc.:   
Class A 1,430,536 1,089,134 
Class C 622,484 462,474 
Dropbox, Inc. (a)(c) 1,003,814 12,086 
Facebook, Inc. Class A (a) 7,023,784 788,139 
Gogo, Inc. (a)(b) 1,808,342 26,311 
IAC/InterActiveCorp 146,900 7,630 
Info Edge India Ltd. 151,831 1,786 
JUST EAT Ltd. (a) 3,725,262 19,951 
LinkedIn Corp. Class A (a) 300,192 59,411 
New Relic, Inc. (a) 173,681 4,901 
Rackspace Hosting, Inc. (a) 4,410,905 89,144 
Tencent Holdings Ltd. 3,115,100 58,522 
Twitter, Inc. (a)(b) 2,593,816 43,576 
Yahoo!, Inc. (a) 386,100 11,394 
  2,821,470 
IT Services - 4.7%   
Blackhawk Network Holdings, Inc. (a) 45,139 1,701 
Cognizant Technology Solutions Corp. Class A (a) 3,518,764 222,773 
EOH Holdings Ltd. 179,900 1,526 
MasterCard, Inc. Class A 2,655,183 236,391 
PayPal Holdings, Inc. (a) 839,913 30,354 
Sabre Corp. 897,777 22,992 
Total System Services, Inc. 163,278 6,557 
Visa, Inc. Class A 5,072,585 377,857 
  900,151 
Semiconductors & Semiconductor Equipment - 4.8%   
Analog Devices, Inc. 2,913,408 156,916 
Avago Technologies Ltd. 2,106,359 281,641 
Cavium, Inc. (a) 943,519 54,507 
Cirrus Logic, Inc. (a)(b) 2,582,827 89,676 
Monolithic Power Systems, Inc. 187,949 11,760 
NVIDIA Corp. 1,487,948 43,582 
NXP Semiconductors NV (a) 3,606,558 269,698 
Semtech Corp. (a) 312,100 6,273 
SolarEdge Technologies, Inc. (b) 600,439 16,974 
  931,027 
Software - 6.4%   
1-Page Ltd. (a)(b) 3,708,397 9,221 
Activision Blizzard, Inc. 5,264,487 183,309 
Adobe Systems, Inc. (a) 991,602 88,381 
Appirio, Inc. (c) 87,529 371 
Electronic Arts, Inc. (a) 2,636,571 170,177 
Ellie Mae, Inc. (a)(b) 222,697 15,551 
HubSpot, Inc. (a) 52,029 2,112 
Imperva, Inc. (a) 58,021 2,992 
Microsoft Corp. 3,751,601 206,676 
Mobileye NV (a)(b) 1,072,976 29,110 
Paycom Software, Inc. (a) 172,565 5,203 
Qlik Technologies, Inc. (a) 825,071 20,660 
Red Hat, Inc. (a) 433,411 30,360 
Salesforce.com, Inc. (a) 5,288,541 359,938 
SAP AG sponsored ADR (b) 171,000 13,646 
ServiceNow, Inc. (a) 24,800 1,543 
Tableau Software, Inc. (a) 276,324 22,172 
Workday, Inc. Class A (a) 723,454 45,585 
Zendesk, Inc. (a) 602,381 13,258 
  1,220,265 
Technology Hardware, Storage & Peripherals - 4.3%   
Apple, Inc. 8,021,826 780,845 
SanDisk Corp. 289,670 20,480 
Western Digital Corp. 591,196 28,366 
  829,691 
TOTAL INFORMATION TECHNOLOGY  6,845,820 
MATERIALS - 0.6%   
Chemicals - 0.5%   
Albemarle Corp. U.S. 254,316 13,387 
CF Industries Holdings, Inc. 2,760,957 82,829 
LyondellBasell Industries NV Class A 25,600 1,996 
Sherwin-Williams Co. 7,600 1,943 
  100,155 
Construction Materials - 0.0%   
Prism Cement Ltd. (a) 2,498,232 2,811 
Containers & Packaging - 0.1%   
Ball Corp. 90,876 6,073 
TOTAL MATERIALS  109,039 
TELECOMMUNICATION SERVICES - 0.1%   
Wireless Telecommunication Services - 0.1%   
Bharti Infratel Ltd. 4,892,590 26,202 
TOTAL COMMON STOCKS   
(Cost $14,027,259)  18,748,015 
Preferred Stocks - 2.5%   
Convertible Preferred Stocks - 2.4%   
CONSUMER DISCRETIONARY - 0.1%   
Internet & Catalog Retail - 0.1%   
The Honest Co., Inc.:   
Series C (a)(c) 350,333 16,029 
Series D (c) 77,448 3,544 
  19,573 
CONSUMER STAPLES - 0.2%   
Food & Staples Retailing - 0.1%   
Blue Apron, Inc. Series D (c) 780,377 10,847 
Food Products - 0.1%   
BLUE BOTTLE Coffee, Inc. Series C (c) 632,822 9,783 
Tobacco - 0.0%   
PAX Labs, Inc. Series C (c) 2,555,833 8,409 
TOTAL CONSUMER STAPLES  29,039 
FINANCIALS - 0.0%   
Consumer Finance - 0.0%   
Oportun Finance Corp. Series H (c) 3,552,125 8,845 
HEALTH CARE - 0.2%   
Biotechnology - 0.1%   
AC Immune SA Series E (c) 603,000 4,314 
Editas Medicine, Inc. Series B (c) 276,353 3,979 
Gensight Biologics Series B (c) 423,803 2,110 
Immunocore Ltd. Series A (c) 11,275 1,577 
Intellia Therapeutics, Inc. Series B (c) 634,094 3,329 
Pronutria Biosciences, Inc. Series C (c) 545,634 3,906 
  19,215 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (c) 2,728,716 18,432 
Pharmaceuticals - 0.0%   
Corvus Pharmaceuticals, Inc. Series B (c) 338,682 4,745 
TOTAL HEALTH CARE  42,392 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (c) 97,277 8,658 
Airlines - 0.0%   
Azul-Linhas Aereas Brasileiras Series B (a)(c) 165,571 6,209 
Professional Services - 0.0%   
YourPeople, Inc. Series C (c) 692,196 4,783 
TOTAL INDUSTRIALS  19,650 
INFORMATION TECHNOLOGY - 1.8%   
Internet Software & Services - 1.4%   
Jet.Com, Inc. Series B1 (c) 2,928,086 14,605 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(c) 5,156,948 251,516 
Series E, 8.00% (a)(c) 102,648 5,006 
  271,127 
IT Services - 0.1%   
AppNexus, Inc. Series E (a)(c) 646,522 10,351 
Nutanix, Inc. Series E (a)(c) 482,746 5,986 
  16,337 
Software - 0.3%   
Appirio, Inc. Series E (c) 612,702 2,598 
Bracket Computing, Inc. Series C (c) 1,207,761 9,500 
Cloudera, Inc. Series F (a)(c) 186,078 6,109 
Cloudflare, Inc. Series D (a)(c) 696,025 3,404 
Dataminr, Inc. Series D (c) 277,250 2,201 
Delphix Corp. Series D (c) 675,445 3,377 
Malwarebytes Corp. Series B (c) 1,056,193 10,958 
Snapchat, Inc. Series F (c) 661,195 17,026 
Taboola.Com Ltd. Series E (a)(c) 634,902 5,155 
  60,328 
TOTAL INFORMATION TECHNOLOGY  347,792 
TOTAL CONVERTIBLE PREFERRED STOCKS  467,291 
Nonconvertible Preferred Stocks - 0.1%   
CONSUMER DISCRETIONARY - 0.1%   
Internet & Catalog Retail - 0.1%   
China Internet Plus Holdings Ltd. (c) 3,163,704 12,214 
TOTAL PREFERRED STOCKS   
(Cost $331,652)  479,505 
Money Market Funds - 2.0%   
Fidelity Cash Central Fund, 0.38% (g) 11,683,561 11,684 
Fidelity Securities Lending Cash Central Fund, 0.42% (g)(h) 374,522,697 374,523 
TOTAL MONEY MARKET FUNDS   
(Cost $386,207)  386,207 
TOTAL INVESTMENT PORTFOLIO - 102.0%   
(Cost $14,745,118)  19,613,727 
NET OTHER ASSETS (LIABILITIES) - (2.0)%  (384,585) 
NET ASSETS - 100%  $19,229,142 

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

Legend

 (a) Non-income producing

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

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $529,490,000 or 2.8% of net assets.

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

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,453,000 or 0.0% of net assets.

 (f) Affiliated company

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

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


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
AC Immune SA Series E 10/19/15 $5,811 
Appirio, Inc. 2/12/15 $625 
Appirio, Inc. Series E 2/12/15 $4,375 
AppNexus, Inc. Series E 8/1/14 $12,951 
Azul-Linhas Aereas Brasileiras Series B 12/24/13 $7,023 
Azul-Linhas Aereas Brasileiras warrants 12/24/13 $0 
Blue Apron, Inc. Series D 5/18/15 $10,400 
BLUE BOTTLE Coffee, Inc. Series C 5/29/15 $21,086 
Bracket Computing, Inc. Series C 9/9/15 $9,500 
China Internet Plus Holdings Ltd. 1/26/15 $10,000 
Cloudera, Inc. Series F 2/5/14 $2,709 
Cloudflare, Inc. Series D 11/5/14 - 6/24/15 $4,349 
Corvus Pharmaceuticals, Inc. Series B 9/16/15 $4,745 
Dataminr, Inc. Series D 3/6/15 $3,535 
Delphix Corp. Series D 7/10/15 $6,079 
Dropbox, Inc. 5/2/12 $9,084 
Editas Medicine, Inc. Series B 8/4/15 $3,233 
Gensight Biologics Series B 7/2/15 $3,266 
Immunocore Ltd. Series A 7/27/15 $2,122 
Intellia Therapeutics, Inc. Series B 8/20/15 $3,329 
Jet.Com, Inc. Series B1 11/24/15 $14,605 
Malwarebytes Corp. Series B 12/21/15 $10,958 
Mulberry Health, Inc. Series A8 1/20/16 $18,432 
NJOY, Inc. 6/7/13 - 2/14/14 $16,957 
Nutanix, Inc. Series E 8/26/14 $6,467 
Oportun Finance Corp. Series H 2/6/15 $10,114 
PAX Labs, Inc. Series C 5/22/15 $9,840 
Pronutria Biosciences, Inc. Series C 1/30/15 $5,500 
Snapchat, Inc. Series F 3/25/15 $20,312 
Space Exploration Technologies Corp. Class A 10/16/15 $14,267 
Space Exploration Technologies Corp. Series G 1/20/15 $7,535 
Taboola.Com Ltd. Series E 12/22/14 $6,619 
The Honest Co., Inc. 8/21/14 $4,062 
The Honest Co., Inc. Series C 8/21/14 $9,479 
The Honest Co., Inc. Series D 8/3/15 $3,544 
Tory Burch LLC unit 5/14/15 $20,890 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $80,000 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $3,420 
YourPeople, Inc. Series C 5/1/15 $10,314 

Affiliated Central Funds

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

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $33 
Fidelity Securities Lending Cash Central Fund 7,700 
Total $7,733 

Other Affiliated Issuers

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

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds* Dividend Income Value, end of period 
Nu Skin Enterprises, Inc. Class A $134,517 $16,005 $38,070 $2,678 $-- 
Parsvnath Developers Ltd. 6,516 -- -- -- 6,148 
Total $141,033 $16,005 $38,070 $2,678 $6,148 

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


Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $5,059,841 $4,743,665 $261,128 $55,048 
Consumer Staples 2,072,029 1,981,408 61,582 29,039 
Energy 239,510 239,510 -- -- 
Financials 490,686 454,589 27,252 8,845 
Health Care 3,103,859 3,023,637 37,830 42,392 
Industrials 932,742 869,780 29,045 33,917 
Information Technology 7,193,612 6,742,357 91,006 360,249 
Materials 109,039 106,228 2,811 -- 
Telecommunication Services 26,202 -- 26,202 -- 
Money Market Funds 386,207 386,207 -- -- 
Total Investments in Securities: $19,613,727 $18,547,381 $536,856 $529,490 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $290,982 
Level 2 to Level 1 $0 

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

(Amounts in thousands)     
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $298,720 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities 26,466 
Cost of Purchases 35,063 
Proceeds of Sales -- 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $360,249 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $26,466 
Equities - Other Investments in Securities  
Beginning Balance $161,801 
Net Realized Gain (Loss) on Investment Securities (3,712) 
Net Unrealized Gain (Loss) on Investment Securities (24,841) 
Cost of Purchases 70,926 
Proceeds of Sales (34,933) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $169,241 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(26,661) 

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

Other Information

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

United States of America 87.8% 
Ireland 2.5% 
Cayman Islands 2.0% 
Netherlands 1.6% 
Singapore 1.5% 
Others (Individually Less Than 1%) 4.6% 
 100.0% 

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


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $373,149) — See accompanying schedule:
Unaffiliated issuers (cost $14,328,060) 
$19,221,372  
Fidelity Central Funds (cost $386,207) 386,207  
Other affiliated issuers (cost $30,851) 6,148  
Total Investments (cost $14,745,118)  $19,613,727 
Cash  643 
Foreign currency held at value (cost $1,938)  1,940 
Receivable for investments sold  144,610 
Receivable for fund shares sold  30,282 
Dividends receivable  6,247 
Distributions receivable from Fidelity Central Funds  1,532 
Prepaid expenses  35 
Other receivables  887 
Total assets  19,799,903 
Liabilities   
Payable for investments purchased $162,758  
Payable for fund shares redeemed 19,598  
Accrued management fee 10,570  
Other affiliated payables 2,455  
Other payables and accrued expenses 857  
Collateral on securities loaned, at value 374,523  
Total liabilities  570,761 
Net Assets  $19,229,142 
Net Assets consist of:   
Paid in capital  $14,378,109 
Undistributed net investment income  3,899 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (21,478) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  4,868,612 
Net Assets  $19,229,142 
Blue Chip Growth:   
Net Asset Value, offering price and redemption price per share ($14,218,071 ÷ 224,760 shares)  $63.26 
Class K:   
Net Asset Value, offering price and redemption price per share ($5,011,071 ÷ 79,093 shares)  $63.36 

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


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 
Investment Income   
Dividends (including $2,678 earned from other affiliated issuers)  $85,017 
Income from Fidelity Central Funds (including $7,700 from security lending)  7,733 
Total income  92,750 
Expenses   
Management fee   
Basic fee $55,737  
Performance adjustment 16,955  
Transfer agent fees 13,596  
Accounting and security lending fees 907  
Custodian fees and expenses 197  
Independent trustees' compensation 46  
Registration fees 248  
Audit 76  
Legal 38  
Interest  
Miscellaneous 59  
Total expenses before reductions 87,864  
Expense reductions (338) 87,526 
Net investment income (loss)  5,224 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 129,515  
Other affiliated issuers (26,101)  
Foreign currency transactions (304)  
Total net realized gain (loss)  103,110 
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of decrease in deferred foreign taxes of $1,459) 
(2,563,680)  
Total change in net unrealized appreciation (depreciation)  (2,563,680) 
Net gain (loss)  (2,460,570) 
Net increase (decrease) in net assets resulting from operations  $(2,455,346) 

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


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $5,224 $20,601 
Net realized gain (loss) 103,110 1,230,303 
Change in net unrealized appreciation (depreciation) (2,563,680) 2,175,419 
Net increase (decrease) in net assets resulting from operations (2,455,346) 3,426,323 
Distributions to shareholders from net investment income (10,672) (27,789) 
Distributions to shareholders from net realized gain (1,033,010) (1,011,245) 
Total distributions (1,043,682) (1,039,034) 
Share transactions - net increase (decrease) 1,483,954 2,274,956 
Total increase (decrease) in net assets (2,015,074) 4,662,245 
Net Assets   
Beginning of period 21,244,216 16,581,971 
End of period (including undistributed net investment income of $3,899 and undistributed net investment income of $9,347, respectively) $19,229,142 $21,244,216 

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


Financial Highlights — Fidelity Blue Chip Growth Fund

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $75.25 $66.72 $59.65 $47.38 $48.17 $37.63 
Income from Investment Operations       
Net investment income (loss)A .01 .05 .15 .39 .10 (.03) 
Net realized and unrealized gain (loss) (8.34) 12.56 11.63 12.79 .75 10.61 
Total from investment operations (8.33) 12.61 11.78 13.18 .85 10.58 
Distributions from net investment income (.03) (.09) (.24) (.23) (.04) B,C 
Distributions from net realized gain (3.63) (3.99) (4.47) (.68) (1.60) (.04)B 
Total distributions (3.66) (4.08) (4.71) (.91) (1.64) (.04) 
Net asset value, end of period $63.26 $75.25 $66.72 $59.65 $47.38 $48.17 
Total ReturnD,E (11.37)% 19.72% 21.07% 28.25% 2.27% 28.12% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .90%H .89% .80% .76% .90% .94% 
Expenses net of fee waivers, if any .90%H .89% .80% .76% .90% .94% 
Expenses net of all reductions .89%H .88% .80% .74% .89% .92% 
Net investment income (loss) .02%H .07% .23% .75% .21% (.06)% 
Supplemental Data       
Net assets, end of period (in millions) $14,218 $15,346 $11,970 $12,927 $10,595 $12,024 
Portfolio turnover rateI 51%H,J 51%J 57%J 75% 95% 132% 

 A Calculated based on average shares outstanding during the period.

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

 C Amount represents less than $.005 per share.

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

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

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

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

 H Annualized

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

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


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


Financial Highlights — Fidelity Blue Chip Growth Fund Class K

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $75.36 $66.82 $59.74 $47.46 $48.21 $37.66 
Income from Investment Operations       
Net investment income (loss)A .05 .13 .23 .47 .17 .05 
Net realized and unrealized gain (loss) (8.35) 12.57 11.64 12.79 .75 10.62 
Total from investment operations (8.30) 12.70 11.87 13.26 .92 10.67 
Distributions from net investment income (.07) (.17) (.33) (.30) (.08) (.05)B 
Distributions from net realized gain (3.63) (3.99) (4.47) (.68) (1.60) (.07)B 
Total distributions (3.70) (4.16) (4.79)C (.98) (1.67)D (.12) 
Net asset value, end of period $63.36 $75.36 $66.82 $59.74 $47.46 $48.21 
Total ReturnE,F (11.31)% 19.84% 21.23% 28.42% 2.43% 28.37% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .78%I .78% .68% .61% .74% .77% 
Expenses net of fee waivers, if any .78%I .77% .68% .61% .74% .77% 
Expenses net of all reductions .77%I .77% .67% .60% .73% .76% 
Net investment income (loss) .14%I .19% .36% .89% .37% .11% 
Supplemental Data       
Net assets, end of period (in millions) $5,011 $5,898 $4,612 $3,506 $2,467 $1,455 
Portfolio turnover rateJ 51%I,K 51%K 57%K 75% 95% 132% 

 A Calculated based on average shares outstanding during the period.

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

 C Total distributions of $4.79 per share is comprised of distributions from net investment income of $.325 and distributions from net realized gain of $4.466 per share.

 D Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

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

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

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

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

 I Annualized

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

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


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


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


Notes to Financial Statements

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

Asset Type Fair Value at 01/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Equities $ 529,490 Discount cash flow Growth rate 2.5% Increase 
   Weighted average cost of capital 11.5% Decrease 
  Last transaction price Transaction price $0.00 - $140.00 / $43.20 Increase 
   Discount rate 15.0% Decrease 
   Put premium 38.0% Increase 
  Market comparable EV/EBITDA multiple 8.2 Increase 
   EV/Sales multiple 1.2 - 11.1 / 5.1 Increase 
   Discount rate 3.0% - 30.0% / 12.8% Decrease 
   P/E multiple 12.1 - 12.7 / 12.6 Increase 
   Discount for lack of marketability 10.0% - 25.0% / 15.9% Decrease 
   Premium rate 1.0% - 86.4% / 40.4% Increase 
   EV/GP multiple 4.2 Increase 
   Probability rate 90.0% - 100.0% / 95.0% Increase 
  Proposed transaction price Transaction price $8.00 Increase 
   Discount rate 10.0% Decrease 
   Index movement 30.2% Increase 
  Proxy adjustment Proxy movement 25.8% - 29.9% / 27.7% Increase 

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


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

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

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

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

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

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

Gross unrealized appreciation $6,078,270 
Gross unrealized depreciation (1,312,022) 
Net unrealized appreciation (depreciation) on securities $4,766,248 
Tax cost $14,847,479 

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $5,876,876 and $5,221,442, respectively.

Redemptions In-Kind. During the period, 2,731 shares of the Fund held by unaffiliated entities were redeemed in-kind for cash and investments with a value of $184,152. The net realized gain of $89,282 on investments delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to its benchmark index, the Russell 1000 Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .72% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

 Amount % of
Class-Level Average
Net Assets(a) 
Blue Chip Growth $12,319 .17 
Class K 1,277 .05 
 $ 13,596  

 (a) Annualized


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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $89 for the period.

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $35,619 .55% $5 

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

6. Committed Line of Credit.

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

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $24,265. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $955 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $262 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $75.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Blue Chip Growth $5,376 $15,581 
Class K 5,296 12,208 
Total $10,672 $27,789 
From net realized gain   
Blue Chip Growth $753,870 $722,639 
Class K 279,140 288,606 
Total $1,033,010 $1,011,245 

10. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Blue Chip Growth     
Shares sold 29,784 45,258 $2,028,783 $3,161,935 
Reinvestment of distributions 10,852 10,699 732,286 715,067 
Shares redeemed (19,806) (31,433) (1,336,794) (2,196,025) 
Net increase (decrease) 20,830 24,524 $1,424,275 $1,680,977 
Class K     
Shares sold 9,577 26,108 $652,724 $1,808,830 
Reinvestment of distributions 4,210 4,497 284,436 300,814 
Shares redeemed (12,959)(a) (21,373)(b) (877,481)(a) (1,515,665)(b) 
Net increase (decrease) 828 9,232 $59,679 $593,979 

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

 (b) Amount includes in-kind redemptions.


11. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity® Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of January 31, 2016, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity® Blue Chip Growth Fund as of January 31, 2016, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period then ended July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 17, 2016

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Blue Chip Growth .90%    
Actual  $1,000.00 $886.30 $4.27 
Hypothetical-C  $1,000.00 $1,020.61 $4.57 
Class K .78%    
Actual  $1,000.00 $886.90 $3.70 
Hypothetical-C  $1,000.00 $1,021.22 $3.96 

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

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

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

BCF-K-SANN-0316
1.863116.107


Fidelity® Series Real Estate Equity Fund
Fidelity® Series Real Estate Equity Fund
Class F



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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

You may also call 1-800-544-8544, or for Class F, call 1-800-835-5092, to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Simon Property Group, Inc. 11.7 10.2 
Boston Properties, Inc. 5.4 5.6 
Public Storage 5.3 4.5 
Ventas, Inc. 4.9 3.3 
Extra Space Storage, Inc. 4.7 3.4 
Essex Property Trust, Inc. 4.6 5.1 
UDR, Inc. 3.9 3.9 
Federal Realty Investment Trust (SBI) 3.5 3.2 
Equity Residential (SBI) 3.4 2.2 
Mid-America Apartment Communities, Inc. 3.3 0.2 
 50.7  

Top Five REIT Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Apartments 18.2 18.0 
REITs - Regional Malls 16.1 15.7 
REITs - Office Property 13.0 16.6 
REITs - Health Care 10.4 11.4 
REITs - Storage 10.0 7.9 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 
   Stocks 98.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 1.9% 


As of July 31, 2015 
   Stocks 99.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.8% 


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.1%   
 Shares Value 
Hotels, Restaurants & Leisure - 0.8%   
Hotels, Resorts & Cruise Lines - 0.8%   
Hilton Worldwide Holdings, Inc. 549,100 $9,779,471 
Real Estate Investment Trusts - 97.3%   
REITs - Apartments - 18.2%   
AvalonBay Communities, Inc. 207,735 35,624,475 
Equity Residential (SBI) 517,351 39,882,589 
Essex Property Trust, Inc. 251,667 53,632,754 
Mid-America Apartment Communities, Inc. 407,900 38,269,178 
UDR, Inc. 1,271,300 45,245,567 
  212,654,563 
REITs - Diversified - 5.9%   
Cousins Properties, Inc. 981,126 8,457,306 
DuPont Fabros Technology, Inc. 705,300 23,394,801 
Forest City Realty Trust, Inc. (a) 1,159,642 22,844,947 
Liberty Property Trust (SBI) 326,700 9,578,844 
Vornado Realty Trust 52,700 4,661,842 
  68,937,740 
REITs - Health Care - 10.4%   
HCP, Inc. 284,559 10,227,050 
Healthcare Realty Trust, Inc. 1,040,000 30,201,600 
Healthcare Trust of America, Inc. 141,500 3,967,660 
Sabra Health Care REIT, Inc. 501,113 9,200,435 
Ventas, Inc. 1,047,537 57,949,747 
Welltower, Inc. 164,249 10,219,573 
  121,766,065 
REITs - Hotels - 4.7%   
Ashford Hospitality Prime, Inc. 364,583 4,006,767 
Chesapeake Lodging Trust 180,800 4,541,696 
FelCor Lodging Trust, Inc. 2,756,313 19,183,938 
Host Hotels & Resorts, Inc. 1,751,000 24,251,350 
Pebblebrook Hotel Trust 99,900 2,439,558 
  54,423,309 
REITs - Management/Investment - 2.5%   
Coresite Realty Corp. 92,700 5,945,778 
Empire State Realty Trust, Inc. 1,411,700 23,363,635 
  29,309,413 
REITs - Manufactured Homes - 2.4%   
Equity Lifestyle Properties, Inc. 65,700 4,330,944 
Sun Communities, Inc. 356,158 23,716,561 
  28,047,505 
REITs - Office Property - 13.0%   
Alexandria Real Estate Equities, Inc. 145,708 11,537,159 
Boston Properties, Inc. 547,349 63,607,427 
Mack-Cali Realty Corp. 1,727,000 35,904,330 
New York (REIT), Inc. 318,900 3,278,292 
Parkway Properties, Inc. 1,128,500 15,200,895 
SL Green Realty Corp. 234,432 22,648,476 
  152,176,579 
REITs - Regional Malls - 16.1%   
General Growth Properties, Inc. 731,400 20,508,456 
Simon Property Group, Inc. 736,523 137,199,506 
Taubman Centers, Inc. 160,422 11,396,379 
The Macerich Co. 247,100 19,266,387 
  188,370,728 
REITs - Shopping Centers - 9.5%   
Cedar Shopping Centers, Inc. 1,755,284 12,392,305 
Federal Realty Investment Trust (SBI) 271,452 40,943,105 
Inland Real Estate Corp. 310,434 3,324,748 
Kite Realty Group Trust 320,650 8,497,225 
Ramco-Gershenson Properties Trust (SBI) 528,421 9,030,715 
Urban Edge Properties 1,483,450 36,047,835 
  110,235,933 
REITs - Storage - 10.0%   
Extra Space Storage, Inc. 604,700 54,840,243 
Public Storage 246,087 62,397,820 
  117,238,063 
REITs - Warehouse/Industrial - 4.6%   
DCT Industrial Trust, Inc. 946,275 33,867,182 
Prologis, Inc. 317,206 12,520,121 
Terreno Realty Corp. 330,867 7,437,890 
  53,825,193 
TOTAL REAL ESTATE INVESTMENT TRUSTS  1,136,985,091 
TOTAL COMMON STOCKS   
(Cost $967,842,083)  1,146,764,562 
Money Market Funds - 2.8%   
Fidelity Cash Central Fund, 0.38% (b)   
(Cost $32,470,086) 32,470,086 32,470,086 
TOTAL INVESTMENT PORTFOLIO - 100.9%   
(Cost $1,000,312,169)  1,179,234,648 
NET OTHER ASSETS (LIABILITIES) - (0.9)%  (10,569,024) 
NET ASSETS - 100%  $1,168,665,624 

Legend

 (a) Non-income producing

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $28,515 
Fidelity Securities Lending Cash Central Fund 273 
Total $28,788 

Investment Valuation

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $967,842,083) 
$1,146,764,562  
Fidelity Central Funds (cost $32,470,086) 32,470,086  
Total Investments (cost $1,000,312,169)  $1,179,234,648 
Receivable for investments sold  18,719,471 
Receivable for fund shares sold  496,382 
Dividends receivable  413,863 
Distributions receivable from Fidelity Central Funds  8,821 
Prepaid expenses  2,020 
Other receivables  27,304 
Total assets  1,198,902,509 
Liabilities   
Payable to custodian bank $4,302,151  
Payable for investments purchased 10,564,060  
Payable for fund shares redeemed 14,686,066  
Accrued management fee 542,864  
Other affiliated payables 109,337  
Other payables and accrued expenses 32,407  
Total liabilities  30,236,885 
Net Assets  $1,168,665,624 
Net Assets consist of:   
Paid in capital  $994,861,840 
Undistributed net investment income  1,212,502 
Accumulated undistributed net realized gain (loss) on investments  (6,331,197) 
Net unrealized appreciation (depreciation) on investments  178,922,479 
Net Assets  $1,168,665,624 
Series Real Estate Equity:   
Net Asset Value, offering price and redemption price per share ($533,675,627 ÷ 41,477,393 shares)  $12.87 
Class F:   
Net Asset Value, offering price and redemption price per share ($634,989,997 ÷ 49,343,621 shares)  $12.87 

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


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $17,199,281 
Income from Fidelity Central Funds  28,788 
Total income  17,228,069 
Expenses   
Management fee $3,341,289  
Transfer agent fees 467,685  
Accounting and security lending fees 195,956  
Custodian fees and expenses 19,870  
Independent trustees' compensation 2,666  
Audit 24,366  
Legal 2,208  
Interest 286  
Miscellaneous 3,340  
Total expenses before reductions 4,057,666  
Expense reductions (43,806) 4,013,860 
Net investment income (loss)  13,214,209 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (3,711,536)  
Total net realized gain (loss)  (3,711,536) 
Change in net unrealized appreciation (depreciation) on investment securities  (17,533,132) 
Net gain (loss)  (21,244,668) 
Net increase (decrease) in net assets resulting from operations  $(8,030,459) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $13,214,209 $22,287,763 
Net realized gain (loss) (3,711,536) 105,851,825 
Change in net unrealized appreciation (depreciation) (17,533,132) 7,806,315 
Net increase (decrease) in net assets resulting from operations (8,030,459) 135,945,903 
Distributions to shareholders from net investment income (16,165,094) (22,136,162) 
Distributions to shareholders from net realized gain (87,069,592) (71,866,191) 
Total distributions (103,234,686) (94,002,353) 
Share transactions - net increase (decrease) 50,392,663 (57,207,882) 
Total increase (decrease) in net assets (60,872,482) (15,264,332) 
Net Assets   
Beginning of period 1,229,538,106 1,244,802,438 
End of period (including undistributed net investment income of $1,212,502 and undistributed net investment income of $4,163,387, respectively) $1,168,665,624 $1,229,538,106 

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


Financial Highlights — Fidelity Series Real Estate Equity Fund

 Six months ended (Unaudited) Years ended July 31,    
January 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.18 $13.85 $12.87 $12.39 $10.00 
Income from Investment Operations      
Net investment income (loss)B .14 .24 .23 .18 .11 
Net realized and unrealized gain (loss) (.30) 1.11 1.31 .78 2.38 
Total from investment operations (.16) 1.35 1.54 .96 2.49 
Distributions from net investment income (.17) (.23) (.21) (.17) (.08) 
Distributions from net realized gain (.98) (.79) (.35) (.31) (.02) 
Total distributions (1.15) (1.02) (.56) (.48) (.10) 
Net asset value, end of period $12.87 $14.18 $13.85 $12.87 $12.39 
Total ReturnC,D (.67)% 10.04% 12.72% 8.06% 25.03% 
Ratios to Average Net AssetsE,F      
Expenses before reductions .76%G .76% .77% .79% .81%G 
Expenses net of fee waivers, if any .76%G .75% .77% .79% .81%G 
Expenses net of all reductions .75%G .74% .76% .78% .81%G 
Net investment income (loss) 2.08%G 1.69% 1.84% 1.44% 1.27%G 
Supplemental Data      
Net assets, end of period (000 omitted) $533,676 $577,786 $598,298 $531,188 $475,392 
Portfolio turnover rateH 69%G 60% 69% 48% 40%G 

 A For the period October 20, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

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

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

 E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 G Annualized

 H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Series Real Estate Equity Fund Class F

 Six months ended (Unaudited) Years ended July 31,    
January 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.19 $13.86 $12.87 $12.39 $10.00 
Income from Investment Operations      
Net investment income (loss)B .15 .26 .26 .21 .13 
Net realized and unrealized gain (loss) (.30) 1.11 1.31 .78 2.37 
Total from investment operations (.15) 1.37 1.57 .99 2.50 
Distributions from net investment income (.18) (.25) (.23) (.20) (.09) 
Distributions from net realized gain (.98) (.79) (.35) (.31) (.02) 
Total distributions (1.17)C (1.04) (.58) (.51) (.11) 
Net asset value, end of period $12.87 $14.19 $13.86 $12.87 $12.39 
Total ReturnD,E (.65)% 10.23% 13.01% 8.27% 25.16% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .59%H .59% .59% .60% .61%H 
Expenses net of fee waivers, if any .59%H .59% .59% .60% .61%H 
Expenses net of all reductions .58%H .58% .59% .59% .61%H 
Net investment income (loss) 2.25%H 1.86% 2.02% 1.63% 1.47%H 
Supplemental Data      
Net assets, end of period (000 omitted) $634,990 $651,752 $646,504 $493,761 $323,523 
Portfolio turnover rateI 69%H 60% 69% 48% 40%H 

 A For the period October 20, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $1.17 per share is comprised of distributions from net investment income of $.183 and distributions from net realized gain of $.983 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Series Real Estate Equity Fund (the Fund) is a non-diversified fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Real Estate Equity and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the FMR Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $212,817,572 
Gross unrealized depreciation (36,616,996) 
Net unrealized appreciation (depreciation) on securities $176,200,576 
Tax cost $1,003,034,072 

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $411,941,595 and $459,396,575, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Real Estate Equity. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Series Real Estate Equity $467,685 .17 

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,696 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $7,094,750 .36% $286 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $813 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $273. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $39,382 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $4,424.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Series Real Estate Equity $7,156,674 $9,854,635 
Class F 9,008,420 12,281,527 
Total $16,165,094 $22,136,162 
From net realized gain   
Series Real Estate Equity $40,417,572 $34,110,116 
Class F 46,652,020 37,756,075 
Total $87,069,592 $71,866,191 

10. Share Transactions.

Transactions for each class of shares were as follows:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Series Real Estate Equity     
Shares sold 2,476,053 5,563,053 $33,327,877 $79,011,834 
Reinvestment of distributions 3,860,939 3,171,934 47,574,246 43,964,751 
Shares redeemed (5,592,814) (11,198,553) (73,074,418) (163,372,510) 
Net increase (decrease) 744,178 (2,463,566) $7,827,705 $(40,395,925) 
Class F     
Shares sold 4,373,861 8,500,030 $58,482,713 $120,305,866 
Reinvestment of distributions 4,514,673 3,607,000 55,660,440 50,037,602 
Shares redeemed (5,481,388) (12,831,072) (71,578,195) (187,155,425) 
Net increase (decrease) 3,407,146 (724,042) $42,564,958 $(16,811,957) 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all the outstanding shares of the Fund.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Series Real Estate Equity .76%    
Actual  $1,000.00 $993.30 $3.81 
Hypothetical-C  $1,000.00 $1,021.32 $3.86 
Class F .59%    
Actual  $1,000.00 $993.50 $2.96 
Hypothetical-C  $1,000.00 $1,022.17 $3.00 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SLE-SANN-0316
1.930456.104


Fidelity® Series Small Cap Opportunities Fund
Fidelity® Series Small Cap Opportunities Fund
Class F



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544, or for Class F, call 1-800-835-5092, to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Bank of the Ozarks, Inc. 1.3 1.4 
Global Payments, Inc. 1.3 1.3 
MB Financial, Inc. 1.3 1.1 
Allied World Assurance Co. Holdings AG 1.3 1.2 
PacWest Bancorp 1.2 1.3 
Mid-America Apartment Communities, Inc. 1.2 1.1 
WSFS Financial Corp. 1.1 1.0 
Associated Banc-Corp. 1.1 1.1 
Banner Corp. 1.0 1.1 
Coresite Realty Corp. 1.0 0.0 
 11.8  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 23.7 23.2 
Information Technology 18.3 16.4 
Health Care 13.5 15.5 
Consumer Discretionary 12.7 13.7 
Industrials 12.3 12.6 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks and Equity Futures 97.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.8% 


 * Foreign investments - 9.4%


As of July 31, 2015* 
   Stocks and Equity Futures 95.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 4.2% 


 * Foreign investments - 7.7%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.6%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.7%   
Auto Components - 1.8%   
Cooper Tire & Rubber Co. 650,080 $23,701,917 
Standard Motor Products, Inc. 446,634 16,663,915 
Tenneco, Inc. (a) 839,086 32,061,476 
Visteon Corp. 246,300 16,472,544 
  88,899,852 
Diversified Consumer Services - 0.6%   
Service Corp. International 1,203,400 29,110,246 
Hotels, Restaurants & Leisure - 2.4%   
Bloomin' Brands, Inc. 985,516 17,404,213 
Buffalo Wild Wings, Inc. (a) 188,300 28,678,090 
Dave & Buster's Entertainment, Inc. (a) 281,332 10,203,912 
Domino's Pizza, Inc. 212,400 24,198,732 
Texas Roadhouse, Inc. Class A 996,043 36,684,264 
  117,169,211 
Household Durables - 1.8%   
Ethan Allen Interiors, Inc. 1,308,735 34,943,225 
Helen of Troy Ltd. (a) 238,700 21,332,619 
Jarden Corp. (a) 621,322 32,961,132 
  89,236,976 
Leisure Products - 1.1%   
Brunswick Corp. 586,500 23,372,025 
Vista Outdoor, Inc. (a) 660,348 31,835,377 
  55,207,402 
Media - 1.1%   
Nexstar Broadcasting Group, Inc. Class A 709,417 32,072,743 
Starz Series A (a) 716,300 20,364,409 
  52,437,152 
Multiline Retail - 0.3%   
Dillard's, Inc. Class A 224,644 15,817,184 
Specialty Retail - 1.3%   
Genesco, Inc. (a) 358,525 23,712,844 
Murphy U.S.A., Inc. (a) 311,900 18,043,415 
Sally Beauty Holdings, Inc. (a) 803,800 22,152,728 
  63,908,987 
Textiles, Apparel & Luxury Goods - 2.3%   
Deckers Outdoor Corp. (a) 555,500 27,475,030 
G-III Apparel Group Ltd. (a) 843,174 41,619,069 
Steven Madden Ltd. (a) 1,249,739 40,354,072 
  109,448,171 
TOTAL CONSUMER DISCRETIONARY  621,235,181 
CONSUMER STAPLES - 3.1%   
Beverages - 0.3%   
Coca-Cola Bottling Co. Consolidated 82,955 14,591,785 
Food & Staples Retailing - 0.6%   
Casey's General Stores, Inc. 265,050 32,002,137 
Food Products - 1.5%   
Greencore Group PLC 3,389,309 18,827,528 
Ingredion, Inc. 163,900 16,508,008 
J&J Snack Foods Corp. 197,050 21,277,459 
Pinnacle Foods, Inc. 343,900 14,749,871 
  71,362,866 
Personal Products - 0.7%   
Coty, Inc. Class A (b) 543,900 13,385,379 
Inter Parfums, Inc. 722,300 19,393,755 
  32,779,134 
TOTAL CONSUMER STAPLES  150,735,922 
ENERGY - 2.7%   
Energy Equipment & Services - 0.6%   
Bristow Group, Inc. 550,949 12,815,074 
Rowan Companies PLC 365,300 4,621,045 
Total Energy Services, Inc. 1,266,170 12,969,905 
  30,406,024 
Oil, Gas & Consumable Fuels - 2.1%   
Boardwalk Pipeline Partners, LP 1,455,647 15,881,109 
Diamondback Energy, Inc. 314,493 23,759,946 
Newfield Exploration Co. (a) 606,512 17,631,304 
PDC Energy, Inc. (a) 406,400 23,111,968 
Western Refining, Inc. 586,712 19,302,825 
  99,687,152 
TOTAL ENERGY  130,093,176 
FINANCIALS - 23.7%   
Banks - 9.9%   
Associated Banc-Corp. 2,966,913 52,069,323 
BancFirst Corp. 484,678 27,112,887 
Bank of the Ozarks, Inc. 1,437,774 63,750,894 
Banner Corp. 1,241,471 51,521,047 
BBCN Bancorp, Inc. 3,078,210 46,788,792 
Community Bank System, Inc. 781,388 29,411,444 
Huntington Bancshares, Inc. 4,887,600 41,935,608 
Investors Bancorp, Inc. 4,151,300 48,528,697 
MB Financial, Inc. 2,020,200 62,868,624 
PacWest Bancorp 1,638,988 60,167,249 
  484,154,565 
Capital Markets - 2.2%   
AURELIUS AG 882,535 44,556,877 
OM Asset Management Ltd. 2,831,524 32,024,536 
Raymond James Financial, Inc. 675,100 29,576,131 
  106,157,544 
Insurance - 3.2%   
Allied World Assurance Co. Holdings AG 1,677,013 61,361,906 
Aspen Insurance Holdings Ltd. 760,690 35,379,692 
James River Group Holdings Ltd. 530,910 18,008,467 
Primerica, Inc. (b) 877,605 39,501,001 
  154,251,066 
Real Estate Investment Trusts - 7.3%   
Coresite Realty Corp. 787,900 50,535,906 
Cousins Properties, Inc. 2,968,220 25,586,056 
Equity Lifestyle Properties, Inc. 754,200 49,716,864 
Kite Realty Group Trust 1,467,098 38,878,097 
Mid-America Apartment Communities, Inc. 599,400 56,235,708 
National Retail Properties, Inc. (b) 1,114,741 47,866,979 
Ramco-Gershenson Properties Trust (SBI) 2,795,450 47,774,241 
Store Capital Corp. 1,592,703 39,483,107 
  356,076,958 
Thrifts & Mortgage Finance - 1.1%   
WSFS Financial Corp. (c) 1,847,253 53,681,172 
TOTAL FINANCIALS  1,154,321,305 
HEALTH CARE - 13.5%   
Biotechnology - 6.5%   
ACADIA Pharmaceuticals, Inc. (a)(b) 715,727 14,808,392 
Advanced Accelerator Applications SA sponsored ADR 158,961 3,954,950 
Agios Pharmaceuticals, Inc. (a)(b) 164,063 6,926,740 
Anacor Pharmaceuticals, Inc. (a) 267,700 20,112,301 
Ascendis Pharma A/S:   
ADR (d) 788,429 14,261,104 
sponsored ADR 197,024 3,751,337 
Bellicum Pharmaceuticals, Inc. (a)(b) 901,300 10,184,690 
BioMarin Pharmaceutical, Inc. (a) 155,444 11,505,965 
Biotie Therapies Corp. sponsored ADR (b) 843,943 20,862,271 
bluebird bio, Inc. (a) 143,968 5,954,516 
Cellectis SA sponsored ADR 448,095 10,019,404 
Chimerix, Inc. (a) 467,290 3,598,133 
Coherus BioSciences, Inc. (a)(b) 654,111 8,673,512 
Curis, Inc. (a) 5,529,951 9,069,120 
CytomX Therapeutics, Inc. 105,499 1,574,520 
CytomX Therapeutics, Inc. (a) 267,300 4,199,283 
DBV Technologies SA sponsored ADR (a) 3,100 80,569 
Five Prime Therapeutics, Inc. (a) 328,835 11,821,618 
Genocea Biosciences, Inc. (a)(b) 968,028 3,010,567 
Heron Therapeutics, Inc. (a)(b) 531,800 11,162,482 
Insmed, Inc. (a) 710,135 9,373,782 
Intercept Pharmaceuticals, Inc. (a) 71,798 7,627,102 
Ionis Pharmaceuticals, Inc. (a) 275,872 10,739,697 
La Jolla Pharmaceutical Co. (a) 583,191 10,328,313 
Mirati Therapeutics, Inc. (a)(b) 585,269 12,600,842 
Neurocrine Biosciences, Inc. (a) 609,582 25,937,714 
Novavax, Inc. (a) 2,137,462 11,007,929 
ProNai Therapeutics, Inc. (a)(b) 580,144 4,803,592 
Sage Therapeutics, Inc. (a) 34,700 1,165,226 
Spark Therapeutics, Inc. 312,600 8,805,942 
TESARO, Inc. (a) 416,200 14,375,548 
Ultragenyx Pharmaceutical, Inc. (a) 282,800 15,879,220 
Xencor, Inc. (a) 870,300 9,416,646 
  317,593,027 
Health Care Equipment & Supplies - 3.4%   
CONMED Corp. 118,177 4,365,458 
Integra LifeSciences Holdings Corp. (a) 542,368 33,328,514 
NxStage Medical, Inc. (a) 1,678,000 31,747,760 
Sirona Dental Systems, Inc. (a) 196,900 20,928,501 
Steris PLC 259,567 17,972,419 
Teleflex, Inc. 205,300 27,857,157 
Wright Medical Group NV (a) 1,441,552 28,758,962 
  164,958,771 
Health Care Providers & Services - 2.3%   
Amedisys, Inc. (a) 315,400 11,275,550 
AmSurg Corp. (a) 377,500 27,629,225 
Molina Healthcare, Inc. (a)(b) 316,400 17,373,524 
Surgical Care Affiliates, Inc. (a) 1,030,436 43,968,704 
Team Health Holdings, Inc. (a) 267,100 10,916,377 
  111,163,380 
Health Care Technology - 0.2%   
Press Ganey Holdings, Inc. 286,350 8,461,643 
Life Sciences Tools & Services - 0.6%   
Bruker Corp. (a) 1,321,303 29,504,696 
Pharmaceuticals - 0.5%   
Innoviva, Inc. 1,126,649 11,289,023 
Prestige Brands Holdings, Inc. (a) 305,854 14,277,265 
  25,566,288 
TOTAL HEALTH CARE  657,247,805 
INDUSTRIALS - 12.3%   
Aerospace & Defense - 1.9%   
Moog, Inc. Class A (a) 449,817 20,840,022 
Orbital ATK, Inc. 408,366 36,846,864 
Teledyne Technologies, Inc. (a) 451,634 36,695,263 
  94,382,149 
Air Freight & Logistics - 0.7%   
Hub Group, Inc. Class A (a) 1,104,163 33,643,847 
Airlines - 0.6%   
JetBlue Airways Corp. (a) 1,262,100 26,895,351 
Building Products - 0.3%   
Allegion PLC 271,300 16,429,928 
Commercial Services & Supplies - 2.8%   
Deluxe Corp. 700,000 39,130,000 
Interface, Inc. 1,266,100 21,384,429 
Multi-Color Corp. 420,700 26,516,721 
Progressive Waste Solution Ltd. (Canada) 742,400 20,874,535 
West Corp. 1,561,800 28,284,198 
  136,189,883 
Construction & Engineering - 0.9%   
EMCOR Group, Inc. 973,800 44,502,660 
Electrical Equipment - 0.4%   
OSRAM Licht AG 378,720 16,908,508 
Machinery - 2.2%   
AGCO Corp. (b) 575,200 28,052,504 
ITT Corp. 166,743 5,410,810 
Kornit Digital Ltd. (a)(b) 1,318,900 15,114,594 
KUKA AG (b) 193,500 14,876,454 
TriMas Corp. (a) 859,137 14,854,479 
Valmont Industries, Inc. 287,800 30,676,602 
  108,985,443 
Professional Services - 0.5%   
Dun & Bradstreet Corp. 257,006 25,294,531 
Trading Companies & Distributors - 2.0%   
Kaman Corp. 806,480 32,130,163 
Titan Machinery, Inc. (a)(b)(c) 1,609,419 13,663,967 
Watsco, Inc. 352,800 40,998,888 
WESCO International, Inc. (a)(b) 305,500 12,336,090 
  99,129,108 
TOTAL INDUSTRIALS  602,361,408 
INFORMATION TECHNOLOGY - 18.3%   
Communications Equipment - 0.7%   
F5 Networks, Inc. (a) 141,200 13,241,736 
Ixia (a) 1,663,169 15,916,527 
Radware Ltd. (a) 436,301 5,828,981 
  34,987,244 
Electronic Equipment & Components - 1.8%   
CDW Corp. 867,300 33,347,685 
Fitbit, Inc. (b) 477,000 7,918,200 
Jabil Circuit, Inc. 1,199,000 23,872,090 
Trimble Navigation Ltd. (a) 1,214,600 23,429,634 
  88,567,609 
Internet Software & Services - 3.5%   
Bankrate, Inc. (a) 2,592,001 29,652,491 
Demandware, Inc. (a) 352,200 14,943,846 
EarthLink Holdings Corp. 34 201 
Gogo, Inc. (a)(b) 1,975,000 28,736,250 
MINDBODY, Inc. (b) 492,217 5,818,005 
NIC, Inc. 1,053,047 20,839,800 
Pandora Media, Inc. (a) 910,600 8,851,032 
Rackspace Hosting, Inc. (a) 976,817 19,741,472 
Stamps.com, Inc. (a) 220,502 20,687,498 
Web.com Group, Inc. (a) 1,171,541 22,060,117 
  171,330,712 
IT Services - 4.8%   
EPAM Systems, Inc. (a) 205,700 15,406,930 
ExlService Holdings, Inc. (a) 971,452 42,413,594 
Global Payments, Inc. 1,067,700 62,940,915 
Maximus, Inc. 900,304 48,049,224 
Virtusa Corp. (a) 925,329 41,380,713 
WEX, Inc. (a) 323,400 23,482,074 
  233,673,450 
Semiconductors & Semiconductor Equipment - 2.0%   
Cirrus Logic, Inc. (a) 771,500 26,786,480 
Intersil Corp. Class A 1,815,600 23,602,800 
Monolithic Power Systems, Inc. 563,670 35,268,832 
Qorvo, Inc. (a) 243,150 9,628,740 
  95,286,852 
Software - 3.9%   
BroadSoft, Inc. (a)(b) 351,249 12,016,228 
CommVault Systems, Inc. (a) 837,577 31,425,889 
Fair Isaac Corp. 282,500 26,998,525 
Fleetmatics Group PLC (a) 498,300 21,631,203 
HubSpot, Inc. (a) 27,314 1,108,675 
NetSuite, Inc. (a)(b) 186,200 12,916,694 
Pegasystems, Inc. 620,700 14,586,450 
Qlik Technologies, Inc. (a) 575,100 14,400,504 
RealPage, Inc. (a) 703,100 13,562,799 
RingCentral, Inc. (a) 342,100 7,464,622 
Rovi Corp. (a) 418,759 8,149,050 
Synchronoss Technologies, Inc. (a) 911,561 27,930,229 
  192,190,868 
Technology Hardware, Storage & Peripherals - 1.6%   
Electronics for Imaging, Inc. (a) 458,025 18,953,075 
Nimble Storage, Inc. (a) 1,398,800 9,190,116 
Quantum Corp. (a) 11,030,511 5,241,699 
Silicon Graphics International Corp. (a)(b)(c) 2,151,349 12,639,175 
Super Micro Computer, Inc. (a)(b) 1,071,270 31,902,421 
  77,926,486 
TOTAL INFORMATION TECHNOLOGY  893,963,221 
MATERIALS - 3.3%   
Chemicals - 1.3%   
Chase Corp. 102,000 4,686,900 
Innospec, Inc. 415,408 20,708,089 
PolyOne Corp. 468,001 12,664,107 
Sensient Technologies Corp. 464,100 27,692,847 
  65,751,943 
Containers & Packaging - 1.5%   
Avery Dennison Corp. 280,000 17,049,200 
Berry Plastics Group, Inc. (a) 1,057,260 32,880,786 
Silgan Holdings, Inc. 394,500 20,857,215 
  70,787,201 
Metals & Mining - 0.5%   
Compass Minerals International, Inc. 233,400 17,469,990 
Steel Dynamics, Inc. 466,400 8,558,440 
  26,028,430 
TOTAL MATERIALS  162,567,574 
TELECOMMUNICATION SERVICES - 0.3%   
Diversified Telecommunication Services - 0.3%   
Cogent Communications Group, Inc. 367,500 12,278,175 
Towerstream Corp. (a)(b)(c) 5,386,878 1,158,179 
  13,436,354 
UTILITIES - 3.7%   
Electric Utilities - 1.9%   
El Paso Electric Co. 520,380 21,299,153 
Great Plains Energy, Inc. 617,280 17,209,766 
IDACORP, Inc. 374,600 26,068,414 
Portland General Electric Co. 706,732 27,470,673 
  92,048,006 
Gas Utilities - 1.8%   
Atmos Energy Corp. 278,286 19,262,957 
Laclede Group, Inc. 452,700 28,945,638 
New Jersey Resources Corp. 427,100 15,042,462 
Southwest Gas Corp. 394,600 23,214,318 
  86,465,375 
TOTAL UTILITIES  178,513,381 
TOTAL COMMON STOCKS   
(Cost $4,450,396,543)  4,564,475,327 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.08% to 0.25% 2/4/16 to 4/7/16 (e)   
(Cost $4,188,671) 4,190,000 4,188,327 
 Shares Value 
Money Market Funds - 7.2%   
Fidelity Cash Central Fund, 0.38% (f) 207,036,690 $207,036,690 
Fidelity Securities Lending Cash Central Fund, 0.42% (f)(g) 144,664,053 144,664,053 
TOTAL MONEY MARKET FUNDS   
(Cost $351,700,743)  351,700,743 
TOTAL INVESTMENT PORTFOLIO - 100.9%   
(Cost $4,806,285,957)  4,920,364,397 
NET OTHER ASSETS (LIABILITIES) - (0.9)%  (44,433,835) 
NET ASSETS - 100%  $4,875,930,562 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
1,695 ICE Russell 2000 Index Contracts (United States) March 2016 174,822,300 $(2,397,559) 

The face value of futures purchased as a percentage of Net Assets is 3.6%

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Affiliated company

 (d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $14,261,104 or 0.3% of net assets.

 (e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $3,495,667.

 (f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (g) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Ascendis Pharma A/S ADR 12/14/15 $13,797,508 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $305,701 
Fidelity Securities Lending Cash Central Fund 1,538,191 
Total $1,843,892 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Banner Corp. $59,301,956 $7,593,413 $7,388,033 $468,943 $-- 
Datalink Corp. 11,285,581 -- 8,966,446 -- -- 
MINDBODY, Inc. 5,160,680 -- 619,335 -- -- 
Silicon Graphics International Corp. 11,178,886 -- 253,209 -- 12,639,175 
Titan Machinery, Inc. 22,265,302 309,663 5,721 -- 13,663,967 
Towerstream Corp. 8,511,267 -- -- -- 1,158,179 
WSFS Financial Corp. 56,720,998 1,199,460 5,206,273 216,110 53,681,172 
Total $174,424,670 $9,102,536 $22,439,017 $685,053 $81,142,493 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $621,235,181 $621,235,181 $-- $-- 
Consumer Staples 150,735,922 131,908,394 18,827,528 -- 
Energy 130,093,176 130,093,176 -- -- 
Financials 1,154,321,305 1,109,764,428 44,556,877 -- 
Health Care 657,247,805 641,412,181 15,835,624 -- 
Industrials 602,361,408 570,576,446 31,784,962 -- 
Information Technology 893,963,221 893,963,221 -- -- 
Materials 162,567,574 162,567,574 -- -- 
Telecommunication Services 13,436,354 13,436,354 -- -- 
Utilities 178,513,381 178,513,381 -- -- 
U.S. Government and Government Agency Obligations 4,188,327 -- 4,188,327 -- 
Money Market Funds 351,700,743 351,700,743 -- -- 
Total Investments in Securities: $4,920,364,397 $4,805,171,079 $115,193,318 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(2,397,559) $(2,397,559) $-- $-- 
Total Liabilities $(2,397,559) $(2,397,559) $-- $-- 
Total Derivative Instruments: $(2,397,559) $(2,397,559) $-- $-- 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total 
Level 1 to Level 2 $105,774,037 
Level 2 to Level 1 $0 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $0 $(2,397,559) 
Total Equity Risk (2,397,559) 
Total Value of Derivatives $0 $(2,397,559) 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.


See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $145,693,164) — See accompanying schedule:
Unaffiliated issuers (cost $4,341,856,902) 
$4,487,521,161  
Fidelity Central Funds (cost $351,700,743) 351,700,743  
Other affiliated issuers (cost $112,728,312) 81,142,493  
Total Investments (cost $4,806,285,957)  $4,920,364,397 
Cash  1,552,690 
Receivable for investments sold  32,472,765 
Receivable for fund shares sold  109,902,202 
Dividends receivable  1,238,192 
Distributions receivable from Fidelity Central Funds  371,752 
Receivable for daily variation margin for derivative instruments  1,986,429 
Prepaid expenses  9,263 
Other receivables  101,577 
Total assets  5,067,999,267 
Liabilities   
Payable for investments purchased $43,877,688  
Payable for fund shares redeemed 230,343  
Accrued management fee 2,826,084  
Other affiliated payables 423,216  
Other payables and accrued expenses 47,321  
Collateral on securities loaned, at value 144,664,053  
Total liabilities  192,068,705 
Net Assets  $4,875,930,562 
Net Assets consist of:   
Paid in capital  $4,822,538,482 
Distributions in excess of net investment income  (119,269) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (58,135,432) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  111,646,781 
Net Assets  $4,875,930,562 
Series Small Cap Opportunities:   
Net Asset Value, offering price and redemption price per share ($2,258,474,682 ÷ 199,650,391 shares)  $11.31 
Class F:   
Net Asset Value, offering price and redemption price per share ($2,617,455,880 ÷ 230,050,039 shares)  $11.38 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends (including $685,053 earned from other affiliated issuers)  $29,898,557 
Interest  1,470 
Income from Fidelity Central Funds  1,843,892 
Total income  31,743,919 
Expenses   
Management fee   
Basic fee $18,359,921  
Performance adjustment (1,476,036)  
Transfer agent fees 2,042,248  
Accounting and security lending fees 559,575  
Custodian fees and expenses 44,700  
Independent trustees' compensation 11,796  
Audit 33,992  
Legal 10,733  
Miscellaneous 15,164  
Total expenses before reductions 19,602,093  
Expense reductions (194,851) 19,407,242 
Net investment income (loss)  12,336,677 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (44,759,766)  
Other affiliated issuers (9,108,115)  
Foreign currency transactions (72,274)  
Futures contracts (2,034,812)  
Total net realized gain (loss)  (55,974,967) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(689,546,896)  
Assets and liabilities in foreign currencies 5,803  
Futures contracts (1,549,577)  
Total change in net unrealized appreciation (depreciation)  (691,090,670) 
Net gain (loss)  (747,065,637) 
Net increase (decrease) in net assets resulting from operations  $(734,728,960) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $12,336,677 $27,929,552 
Net realized gain (loss) (55,974,967) 299,741,252 
Change in net unrealized appreciation (depreciation) (691,090,670) 340,925,005 
Net increase (decrease) in net assets resulting from operations (734,728,960) 668,595,809 
Distributions to shareholders from net investment income (25,267,159) (23,180,446) 
Distributions to shareholders from net realized gain (274,804,438) (274,549,615) 
Total distributions (300,071,597) (297,730,061) 
Share transactions - net increase (decrease) 342,217,256 171,463,697 
Total increase (decrease) in net assets (692,583,301) 542,329,445 
Net Assets   
Beginning of period 5,568,513,863 5,026,184,418 
End of period (including distributions in excess of net investment income of $119,269 and undistributed net investment income of $12,811,213, respectively) $4,875,930,562 $5,568,513,863 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Series Small Cap Opportunities Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $13.83 $12.96 $13.55 $10.93 $11.22 $8.76 
Income from Investment Operations       
Net investment income (loss)A .02 .05 .02 .04 B B,C 
Net realized and unrealized gain (loss) (1.81) 1.53 .77 3.20 (.17) 2.50 
Total from investment operations (1.79) 1.58 .79 3.24 (.17) 2.50 
Distributions from net investment income (.05) (.04) B (.05) B D 
Distributions from net realized gain (.68) (.66) (1.38) (.57) (.11) (.04)D 
Total distributions (.73) (.71)E (1.38) (.62) (.12)F (.04) 
Net asset value, end of period $11.31 $13.83 $12.96 $13.55 $10.93 $11.22 
Total ReturnG,H (13.42)% 12.66% 6.29% 30.91% (1.41)% 28.50% 
Ratios to Average Net AssetsI,J       
Expenses before reductions .83%K .77% .82% .98% 1.12% 1.10% 
Expenses net of fee waivers, if any .83%K .76% .82% .98% 1.12% 1.10% 
Expenses net of all reductions .83%K .76% .82% .96% 1.11% 1.09% 
Net investment income (loss) .38%K .41% .19% .30% .04% (.04)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $2,258,475 $2,647,013 $2,425,973 $1,602,664 $1,329,447 $1,415,570 
Portfolio turnover rateL 51%K 59% 90%M 77% 66% 73% 

 A Calculated based on average shares outstanding during the period.

 B Amount represents less than $.005 per share.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.27)%.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Total distributions of $.71 per share is comprised of distributions from net investment income of $.042 and distributions from net realized gain of $.664 per share.

 F Total distributions of $.12 per share is comprised of distributions from net investment income of $.003 and distributions from net realized gain of $.113 per share.

 G Total returns for periods of less than one year are not annualized.

 H Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 I Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 K Annualized

 L Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 M Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Series Small Cap Opportunities Fund Class F

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $13.92 $13.04 $13.62 $10.99 $11.27 $8.79 
Income from Investment Operations       
Net investment income (loss)A .03 .08 .05 .06 .03 .02B 
Net realized and unrealized gain (loss) (1.82) 1.53 .77 3.21 (.18) 2.50 
Total from investment operations (1.79) 1.61 .82 3.27 (.15) 2.52 
Distributions from net investment income (.07) (.07) (.01) (.07) (.01) C 
Distributions from net realized gain (.68) (.66) (1.39) (.57) (.11) (.04)C 
Total distributions (.75) (.73) (1.40) (.64) (.13)D (.04) 
Net asset value, end of period $11.38 $13.92 $13.04 $13.62 $10.99 $11.27 
Total ReturnE,F (13.33)% 12.87% 6.52% 31.09% (1.23)% 28.74% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .67%I .60% .65% .79% .91% .89% 
Expenses net of fee waivers, if any .67%I .60% .65% .79% .91% .89% 
Expenses net of all reductions .66%I .59% .65% .77% .91% .88% 
Net investment income (loss) .55%I .58% .36% .49% .24% .17%B 
Supplemental Data       
Net assets, end of period (000 omitted) $2,617,456 $2,921,501 $2,600,212 $1,351,926 $923,975 $478,821 
Portfolio turnover rateJ 51%I 59% 90%K 77% 66% 73% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06)%.

 C The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 D Total distributions of $.13 per share is comprised of distributions from net investment income of $.012 and distributions from net realized gain of $.113 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 K Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Series Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager and, for shares of Series Small Cap Opportunities, FMR investment professionals. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Small Cap Opportunities and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the FMR Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, market discount, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $667,096,153 
Gross unrealized depreciation (562,873,171) 
Net unrealized appreciation (depreciation) on securities $104,222,982 
Tax cost $4,816,141,415 

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.
 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $(2,034,812) and a change in net unrealized appreciation (depreciation) of $(1,549,577) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,375,562,220 and $1,274,393,559, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Small Cap Opportunities as compared to its benchmark index, the Russell 2000 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .64% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Small Cap Opportunities. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Series Small Cap Opportunities $2,042,248 .17 

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $38,295 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,590 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,715,226. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,538,191, including $345,209 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $175,349 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $462.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $19,040.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Series Small Cap Opportunities $9,533,676 $8,552,160 
Class F 15,733,483 14,628,286 
Total $25,267,159 $23,180,446 
From net realized gain   
Series Small Cap Opportunities $129,456,186 $131,736,083 
Class F 145,348,252 142,813,532 
Total $274,804,438 $274,549,615 

11. Share Transactions.

Transactions for each class of shares were as follows:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Series Small Cap Opportunities     
Shares sold 15,589,793 28,483,380 $187,645,618 $373,867,989 
Reinvestment of distributions 11,216,113 11,011,697 138,989,862 140,288,243 
Shares redeemed (18,573,857) (35,222,232) (232,100,377) (467,728,523) 
Net increase (decrease) 8,232,049 4,272,845 $94,535,103 $46,427,709 
Class F     
Shares sold 26,035,176 42,361,309 $317,726,021 $560,257,508 
Reinvestment of distributions 12,929,264 12,293,383 161,081,735 157,441,818 
Shares redeemed (18,847,817) (44,064,466) (231,125,603) (592,663,338) 
Net increase (decrease) 20,116,623 10,590,226 $247,682,153 $125,035,988 

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Series Small Cap Opportunities .83%    
Actual  $1,000.00 $865.80 $3.89 
Hypothetical-C  $1,000.00 $1,020.96 $4.22 
Class F .67%    
Actual  $1,000.00 $866.70 $3.14 
Hypothetical-C  $1,000.00 $1,021.77 $3.40 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SMO-SANN-0316
1.839810.108


Fidelity Advisor® Real Estate Income Fund -
Class I



Semi-Annual Report

January 31, 2016

Class I is a class of Fidelity® Real Estate Income Fund




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary

Top Five Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Equity Lifestyle Properties, Inc. 4.2 3.5 
Acadia Realty Trust (SBI) 3.1 2.8 
MFA Financial, Inc. 2.8 3.0 
Ventas, Inc. 2.0 1.5 
WP Carey, Inc. 1.2 1.1 
 13.3  

Top 5 Bonds as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 0.9 1.0 
IAS Operating Partnership LP 5% 3/15/18 0.8 0.7 
RAIT Financial Trust 4% 10/1/33 0.7 0.8 
iStar Financial, Inc. 5.875% 3/15/16 0.7 0.6 
RWT Holdings, Inc. 5.625% 11/15/19 0.6 0.4 
 3.7  

Top Five REIT Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Mortgage 17.7 17.9 
REITs - Health Care 6.4 7.4 
REITs - Shopping Centers 5.7 5.6 
REITs - Apartments 5.3 5.0 
REITs - Manufactured Homes 5.2 4.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Common Stocks 31.0% 
   Preferred Stocks 19.2% 
   Bonds 29.5% 
   Convertible Securities 5.7% 
   Other Investments 6.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 7.8% 


 * Foreign investments - 0.7%


As of July 31, 2015 * 
   Common Stocks 30.0% 
   Preferred Stocks 19.5% 
   Bonds 31.8% 
   Convertible Securities 5.2% 
   Other Investments 7.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.2% 


 * Foreign investments - 0.9%


Investments January 31, 2016

Showing Percentage of Net Assets

Common Stocks - 31.0%   
 Shares Value 
CONSUMER DISCRETIONARY - 0.1%   
Household Durables - 0.1%   
Stanley Martin Communities LLC Class B (a)(b) 4,620 $5,586,643 
FINANCIALS - 30.9%   
Capital Markets - 0.5%   
Ellington Financial LLC 1,140,284 18,484,004 
Real Estate Investment Trusts - 29.8%   
Acadia Realty Trust (SBI) (c) 3,755,649 128,067,631 
AG Mortgage Investment Trust, Inc. 781,700 9,169,341 
American Campus Communities, Inc. 386,900 16,327,180 
American Tower Corp. 194,100 18,311,394 
Annaly Capital Management, Inc. 1,666,900 15,835,550 
Anworth Mortgage Asset Corp. 1,148,310 4,891,801 
Apartment Investment & Management Co. Class A 985,000 38,562,750 
Arbor Realty Trust, Inc. (c) 3,058,527 20,002,767 
AvalonBay Communities, Inc. 115,200 19,755,648 
Boardwalk (REIT) 136,200 4,281,710 
Care Capital Properties, Inc. 97,603 2,922,234 
CBL & Associates Properties, Inc. 2,629,473 28,266,835 
Cedar Shopping Centers, Inc. 830,510 5,863,401 
Chimera Investment Corp. 213,900 2,650,221 
Community Healthcare Trust, Inc. 254,862 4,720,044 
CYS Investments, Inc. 1,758,539 12,116,334 
Douglas Emmett, Inc. 295,800 8,749,764 
Dynex Capital, Inc. (d) 2,052,086 12,312,516 
Ellington Residential Mortgage REIT 260,000 2,979,600 
Equity Lifestyle Properties, Inc. 2,627,460 173,202,143 
Extra Space Storage, Inc. 323,200 29,311,008 
First Potomac Realty Trust 1,324,144 12,963,370 
Five Oaks Investment Corp. (d) 479,100 2,232,606 
Great Ajax Corp. 500,000 5,510,000 
Hatteras Financial Corp. 746,600 9,153,316 
Invesco Mortgage Capital, Inc. 874,600 9,900,472 
Lexington Corporate Properties Trust 5,135,782 37,645,282 
MFA Financial, Inc. 17,978,622 114,164,250 
Mid-America Apartment Communities, Inc. 507,100 47,576,122 
Monmouth Real Estate Investment Corp. Class A (d) 612,473 6,296,222 
National Retail Properties, Inc. 244,200 10,485,948 
New Senior Investment Group, Inc. 1,942,525 17,851,805 
Newcastle Investment Corp. 1,840,830 6,553,355 
NorthStar Realty Europe Corp. 1,389 13,112 
NorthStar Realty Finance Corp. 1,370,000 16,261,900 
Potlatch Corp. 769,440 22,190,650 
Sabra Health Care REIT, Inc. 915,903 16,815,979 
Select Income REIT 456,800 8,633,520 
Senior Housing Properties Trust (SBI) 2,994,400 43,358,912 
Simon Property Group, Inc. 126,100 23,489,908 
Store Capital Corp. 833,600 20,664,944 
Terreno Realty Corp. 1,728,064 38,846,879 
The Macerich Co. 155,500 12,124,335 
Two Harbors Investment Corp. 2,370,280 18,014,128 
Ventas, Inc. 1,510,786 83,576,682 
VEREIT, Inc. 1,315,034 10,138,912 
Weyerhaeuser Co. 587,700 15,050,997 
WP Carey, Inc. 866,300 50,461,975 
WP Glimcher, Inc. 565,163 5,131,680 
  1,223,407,133 
Real Estate Management & Development - 0.6%   
Brookfield Asset Management, Inc. Class A 414,000 12,497,723 
Kennedy-Wilson Holdings, Inc. 514,721 10,438,542 
The RMR Group, Inc. (a) 21 
  22,936,286 
TOTAL FINANCIALS  1,264,827,423 
TOTAL COMMON STOCKS   
(Cost $1,214,887,378)  1,270,414,066 
Preferred Stocks - 19.9%   
Convertible Preferred Stocks - 0.7%   
FINANCIALS - 0.7%   
Real Estate Investment Trusts - 0.7%   
Alexandria Real Estate Equities, Inc. Series D 7.00% 236,759 6,396,186 
Equity Commonwealth 6.50% (a) 31,237 778,738 
Lexington Corporate Properties Trust Series C, 6.50% 468,742 22,206,652 
  29,381,576 
Nonconvertible Preferred Stocks - 19.2%   
FINANCIALS - 19.2%   
Capital Markets - 0.1%   
Arlington Asset Investment Corp. 6.625% 182,517 3,259,754 
Real Estate Investment Trusts - 18.9%   
AG Mortgage Investment Trust, Inc.:   
8.00% 587,287 12,744,128 
8.25% 34,859 786,419 
Alexandria Real Estate Equities, Inc. Series E, 6.45% 145,913 3,782,065 
American Capital Agency Corp.:   
8.00% 200,000 5,040,000 
Series B, 7.75% 360,200 8,500,720 
American Capital Mortgage Investment Corp. Series A, 8.125% 248,636 5,867,810 
American Home Mortgage Investment Corp.:   
Series A, 9.75% (a) 120,300 
Series B, 9.25% (a) 124,100 
American Homes 4 Rent:   
Series A, 5.00% 579,260 14,678,448 
Series B, 5.00% 373,880 9,601,238 
Series C, 5.50% 900,053 22,933,350 
Annaly Capital Management, Inc.:   
Series A, 7.875% 134,900 3,363,057 
Series C, 7.625% 325,332 7,720,128 
Series D, 7.50% 621,976 14,516,920 
Anworth Mortgage Asset Corp. Series A, 8.625% 309,630 7,616,898 
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625% 375,101 9,272,497 
Apollo Residential Mortgage, Inc. Series A, 8.00% 284,843 6,181,093 
Arbor Realty Trust, Inc.:   
7.375% (c) 430,605 9,714,449 
Series A, 8.25% (c) 189,089 4,350,938 
Series B, 7.75% (c) 240,000 5,143,200 
Series C, 8.50% (c) 100,000 2,380,000 
Armour Residential REIT, Inc. Series B, 7.875% 153,654 3,046,959 
Ashford Hospitality Trust, Inc.:   
Series D, 8.45% 47,000 1,040,110 
Series E, 9.00% 140,751 3,359,726 
Bluerock Residental Growth (REIT), Inc. Series A 8.25% (a) 120,000 3,042,000 
Brandywine Realty Trust Series E, 6.90% 95,000 2,437,700 
Campus Crest Communities, Inc. Series A, 8.00% 582,117 15,647,305 
Capstead Mortgage Corp. Series E, 7.50% 202,984 4,755,915 
CBL & Associates Properties, Inc.:   
Series D, 7.375% 289,876 7,043,987 
Series E, 6.625% 222,063 4,956,446 
Cedar Shopping Centers, Inc. Series B, 7.25% 415,750 10,393,750 
Chesapeake Lodging Trust Series A, 7.75% 266,916 6,801,020 
Colony Financial, Inc.:   
7.125% 461,815 9,097,756 
Series A, 8.50% 283,920 6,856,668 
Series B, 7.50% 108,867 2,309,069 
Coresite Realty Corp. Series A, 7.25% 369,799 9,633,264 
Corporate Office Properties Trust Series L, 7.375% 167,140 4,248,699 
CubeSmart Series A, 7.75% 40,000 1,036,000 
CYS Investments, Inc.:   
Series A, 7.75% 117,824 2,709,952 
Series B, 7.50% 496,667 11,224,674 
DDR Corp.:   
Series J, 6.50% 340,721 8,674,757 
Series K, 6.25% 228,888 5,784,000 
Digital Realty Trust, Inc.:   
Series E, 7.00% 219,819 5,638,357 
Series G, 5.875% 145,444 3,615,738 
Series H, 7.375% 50,000 1,338,500 
DuPont Fabros Technology, Inc. Series B, 7.625% 381,202 9,652,035 
Dynex Capital, Inc.:   
Series A, 8.50% 362,932 8,220,410 
Series B, 7.625% 252,120 5,420,580 
Equity Commonwealth Series E, 7.25% 648,952 16,554,766 
Equity Lifestyle Properties, Inc. Series C, 6.75% 950,148 24,114,756 
Essex Property Trust, Inc. Series H, 7.125% 40,000 1,012,800 
First Potomac Realty Trust 7.75% 272,709 6,932,263 
Five Oaks Investment Corp. Series A, 8.75% 142,000 2,203,840 
General Growth Properties, Inc. Series A, 6.375% 166,463 4,269,776 
Gladstone Commercial Corp. Series C, 7.125% 232,238 5,887,233 
Hatteras Financial Corp. Series A, 7.625% 522,361 12,191,906 
Hersha Hospitality Trust:   
Series B, 8.00% 162,538 4,092,707 
Series C, 6.875% 50,000 1,248,500 
Hospitality Properties Trust Series D, 7.125% 40,800 1,059,168 
Inland Real Estate Corp.:   
Series A, 8.125% 466,000 11,701,260 
Series B, 6.95% 245,100 6,164,265 
Invesco Mortgage Capital, Inc.:   
Series A, 7.75% 123,342 2,651,853 
Series B, 7.75% 804,729 17,221,201 
Investors Real Estate Trust Series B, 7.95% 126,572 3,264,292 
iStar Financial, Inc.:   
Series D, 8.00% 70,367 1,455,893 
Series E, 7.875% 281,296 5,766,568 
Series F, 7.80% 451,476 9,210,110 
Series G, 7.65% 10,497 215,189 
Kilroy Realty Corp.:   
Series G, 6.875% 46,760 1,208,278 
Series H, 6.375% 143,296 3,629,688 
LaSalle Hotel Properties:   
Series H, 7.50% 141,308 3,560,962 
Series I, 6.375% 354,698 8,406,343 
LBA Realty Fund II Series B, 7.625% 31,240 697,043 
MFA Financial, Inc.:   
8.00% 538,930 13,548,700 
Series B, 7.50% 616,232 14,783,406 
Monmouth Real Estate Investment Corp.:   
Series A, 7.625% 80,000 2,113,600 
Series B, 7.875% 95,000 2,527,000 
National Retail Properties, Inc.:   
5.70% 315,498 7,925,310 
Series D, 6.625% 222,138 5,793,359 
New York Mortgage Trust, Inc.:   
7.875% 196,925 3,970,008 
Series B, 7.75% 239,697 4,846,673 
NorthStar Realty Finance Corp.:   
Series A 8.75% 7,890 165,059 
Series B, 8.25% 373,313 7,216,140 
Series C, 8.875% 329,101 6,835,428 
Series D, 8.50% 238,715 4,678,814 
Series E, 8.75% 402,327 8,042,517 
Pebblebrook Hotel Trust:   
Series A, 7.875% 412,000 10,378,280 
Series B, 8.00% 185,085 4,728,922 
Series C, 6.50% 204,321 5,044,685 
Pennsylvania (REIT) 7.375% 100,510 2,537,878 
Prologis, Inc. Series Q, 8.54% 94,446 5,885,166 
PS Business Parks, Inc.:   
Series S, 6.45% 93,809 2,424,963 
Series T, 6.00% 198,899 5,061,980 
Series U, 5.75% 600 15,090 
Public Storage 6.375% 122,000 3,307,420 
RAIT Financial Trust:   
7.125% 336,786 7,261,106 
7.625% 224,590 4,166,145 
Regency Centers Corp.:   
Series 6, 6.625% 152,661 3,982,925 
Series 7, 6.00% 176,250 4,480,275 
Resource Capital Corp. 8.625% 156,870 2,643,260 
Retail Properties America, Inc. 7.00% 394,411 9,919,437 
Sabra Health Care REIT, Inc. Series A, 7.125% 318,623 8,048,417 
Saul Centers, Inc. Series C, 6.875% 315,478 8,139,332 
Stag Industrial, Inc.:   
Series A, 9.00% 280,000 7,198,800 
Series B, 6.625% 80,300 1,997,864 
Summit Hotel Properties, Inc.:   
Series A, 9.25% 138,340 3,591,306 
Series B, 7.875% 190,173 4,925,481 
Series C, 7.125% 153,212 3,700,070 
Sun Communities, Inc. Series A, 7.125% 375,000 9,697,500 
Sunstone Hotel Investors, Inc. Series D, 8.00% 129,723 3,275,506 
Taubman Centers, Inc. Series K, 6.25% 157,322 3,995,979 
Terreno Realty Corp. Series A, 7.75% 213,890 5,561,140 
UMH Properties, Inc.:   
8.00% 156,000 4,271,280 
Series A, 8.25% 600,200 15,425,140 
Urstadt Biddle Properties, Inc.:   
6.75% 160,000 4,100,800 
Series F, 7.125% 210,000 5,386,500 
VEREIT, Inc. Series F, 6.70% 1,980,249 47,922,026 
Wells Fargo Real Estate Investment Corp. 6.375% 137,600 3,657,408 
Welltower, Inc. 6.50% 81,600 2,144,448 
WP Glimcher, Inc.:   
6.875% 256,115 6,300,429 
7.50% 198,527 4,990,969 
  775,513,338 
Real Estate Management & Development - 0.2%   
Kennedy-Wilson, Inc. 7.75% 321,574 8,167,980 
TOTAL FINANCIALS  786,941,072 
TOTAL PREFERRED STOCKS   
(Cost $833,504,891)  816,322,648 
 Principal Amount Value 
Corporate Bonds - 18.1%   
Convertible Bonds - 5.0%   
FINANCIALS - 5.0%   
Consumer Finance - 0.0%   
Zais Financial Partners LP 8% 11/15/16 (e) 2,000,000 1,916,250 
Diversified Financial Services - 0.6%   
RWT Holdings, Inc. 5.625% 11/15/19 27,540,000 24,613,875 
Real Estate Investment Trusts - 3.6%   
American Realty Capital Properties, Inc. 3.75% 12/15/20 8,160,000 7,328,700 
Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19 5,600,000 5,544,000 
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18 7,750,000 7,648,281 
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (e) 12,900,000 12,738,750 
Colony Financial, Inc.:   
3.875% 1/15/21 11,410,000 9,976,619 
5% 4/15/23 19,383,000 17,481,043 
Colony Starwood Homes 4.5% 10/15/17 1,965,000 1,947,806 
PennyMac Corp. 5.375% 5/1/20 18,000,000 16,560,000 
RAIT Financial Trust 4% 10/1/33 39,190,000 29,221,044 
Redwood Trust, Inc. 4.625% 4/15/18 14,700,000 13,560,750 
Resource Capital Corp.:   
6% 12/1/18 3,490,000 3,202,075 
8% 1/15/20 16,490,000 15,888,775 
Spirit Realty Capital, Inc. 3.75% 5/15/21 2,400,000 2,322,000 
Starwood Property Trust, Inc. 3.75% 10/15/17 3,230,000 3,161,363 
  146,581,206 
Thrifts & Mortgage Finance - 0.8%   
IAS Operating Partnership LP 5% 3/15/18 (e) 34,810,000 32,764,913 
TOTAL FINANCIALS  205,876,244 
Nonconvertible Bonds - 13.1%   
CONSUMER DISCRETIONARY - 3.8%   
Hotels, Restaurants & Leisure - 0.4%   
FelCor Lodging LP:   
5.625% 3/1/23 2,000,000 1,997,500 
6% 6/1/25 2,025,000 2,045,250 
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 4,000,000 4,120,000 
Times Square Hotel Trust 8.528% 8/1/26 (e) 7,697,500 9,125,270 
  17,288,020 
Household Durables - 3.4%   
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (e) 12,145,000 10,323,250 
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (e) 3,660,000 3,211,650 
Brookfield Residential Properties, Inc.:   
6.375% 5/15/25 (e) 2,000,000 1,685,000 
6.5% 12/15/20 (e) 1,615,000 1,461,575 
Calatlantic Group, Inc.:   
5.875% 11/15/24 3,250,000 3,371,875 
8.375% 5/15/18 13,458,000 14,837,445 
D.R. Horton, Inc.:   
4.375% 9/15/22 4,175,000 4,154,125 
4.75% 5/15/17 2,000,000 2,045,000 
5.75% 8/15/23 2,510,000 2,641,775 
KB Home:   
8% 3/15/20 8,465,000 8,655,463 
9.1% 9/15/17 4,985,000 5,333,950 
Lennar Corp.:   
4.125% 12/1/18 5,520,000 5,575,200 
4.5% 6/15/19 1,830,000 1,875,750 
4.5% 11/15/19 2,000,000 2,055,000 
6.5% 4/15/16 4,000,000 4,025,000 
6.95% 6/1/18 8,925,000 9,527,438 
Meritage Homes Corp.:   
6% 6/1/25 4,000,000 3,900,000 
7% 4/1/22 7,525,000 7,713,125 
7.15% 4/15/20 7,060,000 7,360,050 
Ryland Group, Inc.:   
6.625% 5/1/20 1,555,000 1,675,513 
8.4% 5/15/17 5,420,000 5,772,300 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (e) 4,100,000 3,833,500 
TRI Pointe Homes, Inc. 5.875% 6/15/24 3,890,000 3,773,300 
WCI Communities, Inc. 6.875% 8/15/21 1,845,000 1,881,900 
William Lyon Homes, Inc.:   
7% 8/15/22 4,180,000 4,012,800 
7% 8/15/22 (e) 1,000,000 960,000 
8.5% 11/15/20 15,550,000 16,055,375 
  137,717,359 
Media - 0.0%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. 5.625% 2/15/24 1,300,000 1,329,250 
TOTAL CONSUMER DISCRETIONARY  156,334,629 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20 428,368 463,173 
C&S Group Enterprises LLC 5.375% 7/15/22 (e) 2,505,000 2,267,025 
  2,730,198 
FINANCIALS - 8.6%   
Diversified Financial Services - 0.3%   
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
5.875% 2/1/22 3,680,000 3,289,000 
6% 8/1/20 8,000,000 7,509,200 
  10,798,200 
Real Estate Investment Trusts - 5.6%   
American Campus Communities Operating Partnership LP 4.125% 7/1/24 2,000,000 2,024,816 
ARC Properties Operating Partnership LP 4.6% 2/6/24 10,165,000 9,567,806 
CBL & Associates LP 5.25% 12/1/23 1,000,000 981,678 
Corporate Office Properties LP 3.6% 5/15/23 5,000,000 4,647,390 
Crown Castle International Corp. 5.25% 1/15/23 4,000,000 4,260,000 
CTR Partnership LP/CareTrust Capital Corp. 5.875% 6/1/21 4,955,000 4,932,703 
CubeSmart LP 4.8% 7/15/22 2,000,000 2,179,114 
DDR Corp.:   
7.5% 7/15/18 8,756,000 9,807,289 
7.875% 9/1/20 4,637,000 5,617,424 
9.625% 3/15/16 3,836,000 3,873,708 
DuPont Fabros Technology LP 5.875% 9/15/21 1,000,000 1,030,000 
Equity One, Inc. 6.25% 1/15/17 3,000,000 3,114,576 
HCP, Inc. 4% 6/1/25 1,000,000 982,552 
Health Care Property Investors, Inc.:   
5.625% 5/1/17 2,980,000 3,114,139 
6% 1/30/17 2,383,000 2,481,108 
Health Care REIT, Inc.:   
4% 6/1/25 1,551,000 1,545,148 
4.125% 4/1/19 2,000,000 2,095,970 
6.2% 6/1/16 2,750,000 2,793,799 
Healthcare Realty Trust, Inc.:   
3.75% 4/15/23 4,022,000 4,023,725 
5.75% 1/15/21 3,095,000 3,453,308 
Highwoods/Forsyth LP:   
3.625% 1/15/23 1,607,000 1,593,038 
5.85% 3/15/17 2,800,000 2,919,081 
Hospitality Properties Trust:   
5% 8/15/22 3,177,000 3,281,596 
5.625% 3/15/17 915,000 944,884 
HRPT Properties Trust:   
6.25% 8/15/16 9,675,000 9,688,245 
6.25% 6/15/17 1,055,000 1,089,462 
6.65% 1/15/18 4,246,000 4,499,270 
iStar Financial, Inc.:   
3.875% 7/1/16 2,855,000 2,840,725 
4% 11/1/17 15,210,000 14,335,425 
5% 7/1/19 15,000,000 14,100,000 
5.85% 3/15/17 3,587,000 3,649,773 
5.875% 3/15/16 27,070,000 27,036,163 
7.125% 2/15/18 5,725,000 5,682,063 
9% 6/1/17 9,175,000 9,381,438 
MPT Operating Partnership LP/MPT Finance Corp.:   
6.375% 2/15/22 3,610,000 3,664,150 
6.875% 5/1/21 2,000,000 2,070,000 
National Retail Properties, Inc. 3.3% 4/15/23 2,000,000 1,949,982 
Omega Healthcare Investors, Inc.:   
4.5% 4/1/27 2,462,000 2,361,866 
4.95% 4/1/24 2,898,000 2,942,302 
Potlatch Corp. 7.5% 11/1/19 1,000,000 1,095,000 
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20 2,000,000 2,357,732 
Select Income REIT 4.5% 2/1/25 5,000,000 4,623,970 
Senior Housing Properties Trust:   
3.25% 5/1/19 2,882,000 2,905,370 
4.75% 5/1/24 3,988,000 3,941,057 
6.75% 4/15/20 13,624,000 15,249,098 
6.75% 12/15/21 8,000,000 9,099,688 
WP Carey, Inc. 4% 2/1/25 5,000,000 4,779,490 
  230,607,121 
Real Estate Management & Development - 2.1%   
BioMed Realty LP 3.85% 4/15/16 2,000,000 2,010,694 
CBRE Group, Inc.:   
5% 3/15/23 6,020,000 6,072,344 
5.25% 3/15/25 3,295,000 3,403,906 
Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (e) 16,365,000 15,014,888 
Host Hotels & Resorts LP 5.25% 3/15/22 2,000,000 2,161,378 
Howard Hughes Corp. 6.875% 10/1/21 (e) 11,715,000 11,715,000 
Hunt Companies, Inc. 9.625% 3/1/21 (e) 7,460,000 6,676,700 
Kennedy-Wilson, Inc. 5.875% 4/1/24 9,310,000 8,891,050 
Mid-America Apartments LP:   
3.75% 6/15/24 1,663,000 1,660,075 
6.05% 9/1/16 2,500,000 2,559,108 
Realogy Group LLC/Realogy Co.-Issuer Corp.:   
4.5% 4/15/19 (e) 4,805,000 4,877,075 
5.25% 12/1/21 (e) 6,620,000 6,744,125 
Regency Centers LP 5.875% 6/15/17 300,000 316,422 
Taylor Morrison Communities, Inc./Monarch Communities, Inc.:   
5.25% 4/15/21 (e) 7,000,000 6,580,000 
5.625% 3/1/24 (e) 2,270,000 2,062,863 
Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19 2,262,000 2,373,286 
Wells Operating Partnership II LP 5.875% 4/1/18 3,000,000 3,209,613 
  86,328,527 
Thrifts & Mortgage Finance - 0.6%   
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (e) 4,755,000 4,850,100 
Ocwen Financial Corp. 6.625% 5/15/19 23,533,000 20,767,873 
  25,617,973 
TOTAL FINANCIALS  353,351,821 
HEALTH CARE - 0.4%   
Health Care Providers & Services - 0.4%   
Sabra Health Care LP/Sabra Capital Corp.:   
5.375% 6/1/23 2,795,000 2,801,988 
5.5% 2/1/21 12,305,000 12,551,100 
  15,353,088 
INDUSTRIALS - 0.1%   
Industrial Conglomerates - 0.1%   
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17 3,050,000 3,042,375 
INFORMATION TECHNOLOGY - 0.1%   
Internet Software & Services - 0.1%   
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22 4,000,000 4,060,000 
TOTAL NONCONVERTIBLE BONDS  534,872,111 
TOTAL CORPORATE BONDS   
(Cost $753,065,588)  740,748,355 
Asset-Backed Securities - 2.2%   
American Homes 4 Rent:   
Series 2014-SFR2 Class E, 6.231% 10/17/36 (e) 3,000,000 2,985,444 
Series 2014-SFR3 Class E, 6.418% 12/17/36 (e) 9,025,000 9,086,254 
Series 2015-SFR1:   
Class E, 5.639% 4/17/52 (e) 1,999,310 1,901,946 
Class F, 5.885% 4/17/52 (e) 2,000,000 1,827,407 
Series 2015-SFR2:   
Class E, 6.07% 10/17/45 (e) 7,327,000 7,140,349 
Class XS, 0% 10/17/45 (e)(f) 4,882,928 
Capital Trust RE CDO Ltd. Series 2005-1A Class D, 1.926% 3/20/50 (e)(g) 2,250,000 225 
CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (e) 759,673 767,270 
Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 500,000 414,760 
Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (e) 305,034 151,541 
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27 5,337,922 5,552,900 
Green Tree Financial Corp.:   
Series 1996-4 Class M1, 7.75% 6/15/27 1,450,222 1,424,947 
Series 1997-3 Class M1, 7.53% 3/15/28 6,696,417 6,716,635 
Invitation Homes Trust:   
Series 2013-SFR1 Class F, 4.068% 12/17/30 (e)(g) 1,750,000 1,664,629 
Series 2014-SFR1:   
Class E, 3.6005% 6/17/31 (e)(g) 10,000,000 9,609,619 
Class F, 4.1005% 6/17/31 (e)(g) 9,504,000 8,987,591 
Series 2014-SFR3:   
Class E, 4.926% 12/17/31 (e)(g) 4,336,000 4,297,808 
Class F, 5.426% 12/17/31 (e)(g) 2,215,000 2,153,830 
Series 2015-SFR2 Class E, 3.5005% 6/17/32 (e)(g) 2,450,000 2,305,618 
Series 2015-SFR3 Class F, 5.1005% 8/17/32 (e)(g) 2,000,000 1,924,643 
Series 2015-SRF1 Class F, 4.6505% 3/17/32 (e)(g) 5,500,000 5,218,910 
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40 940,050 631,947 
Merit Securities Corp. Series 13 Class M1, 7.8381% 12/28/33 (g) 1,923,000 2,008,306 
Progress Residential Trust:   
Series 2015-SFR1 Class E, 4.426% 2/17/32 (e)(g) 1,500,000 1,458,842 
Series 2015-SFR3 Class F, 6.643% 11/12/32 (e) 2,940,000 2,962,736 
Starwood Waypoint Residential Trust Series 2014-1 Class F, 4.9005% 1/17/32 (e)(g) 4,071,000 3,906,008 
Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.9836% 2/5/36 (e)(g) 3,974,526 397 
Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:   
Class A1, 0.6976% 11/21/40 (e)(g) 3,699,927 3,570,430 
Class F, 2.3276% 11/21/40 (e)(g) 250,000 168,750 
TOTAL ASSET-BACKED SECURITIES   
(Cost $94,358,207)  88,839,742 
Collateralized Mortgage Obligations - 0.2%   
Private Sponsor - 0.2%   
Countrywide Home Loans, Inc.:   
Series 2002-R2 Class 2B3, 3.6495% 7/25/33 (e)(g) 162,845 25,079 
Series 2003-R3 Class B2, 5.5% 11/25/33 (e) 634,005 24,646 
FREMF Mortgage Trust:   
Series 2010-K6 Class B, 5.3578% 12/25/46 (e)(g) 4,500,000 4,927,085 
Series 2010-K7 Class B, 5.4407% 4/25/20 (e)(g) 3,200,000 3,530,337 
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (e) 585,313 594,503 
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.2431% 6/10/35 (e)(g) 99,022 103,504 
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (e) 9,277 8,611 
RESIX Finance Ltd. floater:   
Series 2003-D Class B8, 6.6945% 12/10/35 (e)(g) 120,789 23,521 
Series 2004-A Class B7, 4.4445% 2/10/36 (e)(g) 121,307 37,787 
Series 2004-B Class B7, 4.1945% 2/10/36 (e)(g) 151,064 49,350 
TOTAL PRIVATE SPONSOR  9,324,423 
U.S. Government Agency - 0.0%   
Fannie Mae REMIC Trust:   
Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (b) 83,363 24,122 
Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.172% 2/25/42 (e)(g) 67,698 48,620 
Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.2244% 12/25/42 (b)(g) 111,429 15,918 
Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.1384% 6/25/43 (e)(g) 104,422 68,036 
Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.0163% 10/25/42 (e)(g) 46,599 12,307 
TOTAL U.S. GOVERNMENT AGENCY  169,003 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $9,390,336)  9,493,426 
Commercial Mortgage Securities - 14.0%   
Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (e) 2,000,000 2,242,371 
Banc of America Commercial Mortgage Trust:   
Series 2005-1 Class CJ, 5.3381% 11/10/42 (g) 878,434 877,630 
Series 2005-5 Class D, 5.3813% 10/10/45 (g) 3,795,800 3,794,992 
Bank of America Commercial Mortgage Trust Series 2015-UBS7 Class D, 3.167% 9/15/48 1,000,000 685,276 
Barclays Commercial Mortgage Securities LLC Series 2015-STP Class F, 4.2844% 9/10/28 (e)(g) 4,074,000 3,519,794 
Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.62% 4/12/38 (e)(g) 2,520,000 2,581,207 
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PWR11 Class AJ, 5.5101% 3/11/39 (g) 5,700,000 5,696,496 
BLCP Hotel Trust:   
floater Series 2014-CLRN Class F, 3.4596% 8/15/29 (e)(g) 2,500,000 2,324,962 
Series 2014-CLMZ Class M, 6.1535% 8/15/29 (e)(g) 10,392,875 9,795,960 
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 4.1755% 8/15/26 (e)(g) 2,500,000 2,492,103 
Carefree Portfolio Trust floater Series 2014-CARE:   
Class E, 4.426% 11/15/19 (e)(g) 4,905,000 4,838,375 
Class F, 3.0097% 11/15/19 (e)(g) 1,650,000 1,573,272 
Class MZA, 6.4025% 11/15/19 (e)(g) 16,217,000 15,994,738 
CGBAM Commercial Mortgage Trust:   
floater Series 2014-HD Class E, 3.3305% 2/15/31 (e)(g) 5,769,000 5,758,603 
Series 2015-SMRT Class F, 3.7859% 4/10/28(e)(g) 5,746,000 5,264,023 
Citigroup Commercial Mortgage Trust:   
Series 2013-GC15 Class D, 5.1045% 9/10/46 (e)(g) 5,254,000 4,706,117 
Series 2015-SHP2 Class E, 4.681% 7/15/27 (e)(g) 2,933,000 2,859,071 
COMM Mortgage Trust:   
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (e) 7,300,000 5,509,079 
Series 2012-CR5 Class D, 4.3374% 12/10/45 (e)(g) 2,000,000 1,900,687 
Series 2013-CR10 Class D, 4.7911% 8/10/46 (e)(g) 2,000,000 1,760,587 
Series 2013-CR12 Class D, 5.0842% 10/10/46 (e)(g) 4,500,000 4,125,294 
Series 2013-CR9 Class D, 4.2572% 7/10/45 (e)(g) 4,255,000 3,722,473 
Series 2013-LC6 Class D, 4.2855% 1/10/46 (e)(g) 3,870,000 3,413,010 
Series 2014-UBS2 Class D, 5.0152% 3/10/47 (e)(g) 3,713,000 3,123,200 
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (e) 1,552,481 1,505,252 
Commercial Mortgage Trust pass-thru certificates:   
Series 2012-CR1:   
Class C, 5.3634% 5/15/45 (g) 1,000,000 1,062,188 
Class D, 5.3634% 5/15/45 (e)(g) 5,550,000 5,424,024 
Series 2012-CR2:   
Class D, 4.8548% 8/15/45 (e)(g) 4,500,000 4,455,666 
Class E, 4.8548% 8/15/45 (e)(g) 6,000,000 5,600,552 
Series 2012-LC4:   
Class C, 5.6447% 12/10/44 (g) 2,000,000 2,150,816 
Class D, 5.6447% 12/10/44 (e)(g) 8,000,000 7,902,581 
Core Industrial Trust Series 2015-TEXW Class F, 3.8487% 2/10/34 (e)(g) 6,565,000 5,858,272 
Credit Suisse First Boston Mortgage Securities Corp.:   
Series 1998-C1 Class F, 6% 5/17/40 (e) 971,589 1,006,474 
Series 1998-C2 Class F, 6.75% 11/15/30 (e) 1,060,301 1,070,607 
CSMC Trust floater Series 2015-DEAL:   
Class E, 4.426% 4/15/29 (e)(g) 2,000,000 1,894,887 
Class F, 5.176% 4/15/29 (e)(g) 5,053,000 4,841,413 
DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (e)(g) 10,853,000 9,929,594 
DBUBS Mortgage Trust Series 2011-LC1A:   
Class E, 5.6634% 11/10/46 (e)(g) 12,490,000 12,957,365 
Class G, 4.652% 11/10/46 (e) 9,843,000 8,343,811 
Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (e) 500,000 500,252 
Freddie Mac:   
pass-thru certificates:   
Series K011 Class X3, 2.5754% 12/25/43 (f)(g) 12,206,096 1,387,971 
Series K012 Class X3, 2.2509% 1/25/41 (f)(g) 20,716,172 2,141,698 
Series K013 Class X3, 2.9064% 1/25/43 (f)(g) 14,360,000 1,825,452 
Series KAIV Class X2, 3.6147% 6/25/46 (f)(g) 7,430,000 1,241,023 
GAHR Commercial Mortgage Trust Series 2015-NRF:   
Class EFX, 3.3822% 12/15/19 (e)(g) 5,607,000 5,183,435 
Class FFX, 3.3822% 12/15/19 (e)(g) 8,032,000 7,169,205 
GMAC Commercial Mortgage Securities, Inc. Series 1997-C2 Class G, 6.75% 4/15/29 (g) 458,948 479,694 
GP Portfolio Trust Series 2014-GPP Class E, 4.1805% 2/15/27 (e)(g) 2,823,000 2,768,531 
Greenwich Capital Commercial Funding Corp. Series 2006-GG7 Class A4, 7.5684% 7/10/38 (g) 3,080,229 3,090,530 
GS Mortgage Securities Corp. II Series 2010-C1:   
Class D, 6.0789% 8/10/43 (e)(g) 4,000,000 4,106,028 
Class E, 4% 8/10/43 (e) 3,770,000 3,352,972 
GS Mortgage Securities Trust:   
Series 2010-C2 Class D, 5.1881% 12/10/43 (e)(g) 3,000,000 2,964,030 
Series 2011-GC5:   
Class C, 5.3078% 8/10/44 (e)(g) 9,000,000 9,627,137 
Class D, 5.3078% 8/10/44 (e)(g) 7,000,000 7,029,985 
Class E, 5.3078% 8/10/44 (e)(g) 4,049,000 3,765,560 
Class F, 4.5% 8/10/44 (e) 4,500,000 3,730,154 
Series 2012-GC6:   
Class C, 5.6314% 1/10/45 (e)(g) 3,600,000 3,808,214 
Class D, 5.6314% 1/10/45 (e)(g) 2,000,000 1,939,969 
Class E, 5% 1/10/45 (e)(g) 4,516,000 3,890,406 
Series 2012-GCJ7:   
Class C, 5.7229% 5/10/45 (g) 6,500,000 6,861,214 
Class D, 5.7229% 5/10/45 (e)(g) 5,500,000 5,312,630 
Class E, 5% 5/10/45 (e) 6,920,000 5,593,336 
Series 2012-GCJ9 Class D, 4.8524% 11/10/45 (e)(g) 4,504,000 4,107,122 
Series 2013-GC16:   
Class D, 5.3158% 11/10/46 (e)(g) 3,750,000 3,359,346 
Class F, 3.5% 11/10/46 (e) 7,303,000 5,227,035 
Hilton U.S.A. Trust:   
floater Series 2014-ORL Class E, 3.5805% 7/15/29 (e)(g) 7,241,000 6,947,886 
Series 2013-HLT Class EFX, 4.4533% 11/5/30 (e)(g) 5,000,000 4,993,814 
Invitation Homes Trust floater Series 2013-SFR1 Class E, 3.068% 12/17/30 (e)(g) 1,500,000 1,427,129 
JPMorgan Chase Commercial Mortgage Securities Corp.:   
Series 2003-C1 Class F, 5.4229% 1/12/37 (e)(g) 1,000,000 995,279 
Series 2009-IWST:   
Class C, 7.4453% 12/5/27 (e)(g) 3,000,000 3,498,814 
Class D, 7.4453% 12/5/27 (e)(g) 9,550,000 11,102,727 
Series 2010-CNTR:   
Class D, 6.1838% 8/5/32 (e)(g) 4,500,000 4,962,768 
Class XB, 0.9305% 8/5/32 (e)(f)(g) 32,655,000 1,072,965 
Series 2012-CBX:   
Class C, 5.2377% 6/15/45 (g) 4,530,000 4,667,393 
Class F, 4% 6/15/45 (e) 5,000,000 4,035,745 
Class G 4% 6/15/45 (e) 4,044,000 2,816,098 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater:   
Series 2014-FBLU Class E, 3.8305% 12/15/28 (e)(g) 2,406,000 2,370,857 
Series 2014-INN:   
Class E, 4.026% 6/15/29 (e)(g) 9,607,000 9,439,807 
Class F, 4.426% 6/15/29 (e)(g) 9,618,000 9,417,957 
Series 2005-LDP5 Class AJ, 5.4758% 12/15/44 (g) 54,979 54,945 
Series 2011-C4 Class F, 3.873% 7/15/46 (e) 1,400,000 1,227,673 
Series 2013-LC11:   
Class D, 4.2384% 4/15/46 (g) 5,250,000 4,543,023 
Class F, 3.25% 4/15/46 (e)(g) 2,518,000 1,647,056 
Series 2014-DSTY Class E, 3.8046% 6/10/27 (e)(g) 2,525,000 2,307,361 
Series 2015-UES Class F, 3.621% 9/5/32 (e)(g) 3,500,000 3,177,674 
JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8 Class H, 6% 7/15/31 (e) 874,381 818,778 
LB-UBS Commercial Mortgage Trust:   
sequential payer Series 2006-C7 Class AM, 5.378% 11/15/38 2,040,000 2,080,036 
Series 2006-C4:   
Class A4, 5.8201% 6/15/38 (g) 3,520,012 3,528,955 
Class AJ, 5.8401% 6/15/38 (g) 7,005,000 7,074,721 
Class AM, 5.8401% 6/15/38 (g) 6,700,000 6,792,603 
LSTAR Commercial Mortgage Trust Series 2014-2:   
Class D, 4.9783% 1/20/41 (e)(g) 3,000,000 2,737,147 
Class E, 4.9783% 1/20/41 (e)(g) 4,800,000 3,854,782 
Mach One Trust LLC Series 2004-1A Class H, 6.0648% 5/28/40 (e)(g) 479,012 477,815 
Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.6664% 5/12/39 (g) 1,200,000 1,204,301 
Mezz Capital Commercial Mortgage Trust Series 2004-C1 Class IO, 8.8661% 1/15/37 (e)(f)(g) 348,229 21,416 
Morgan Stanley BAML Trust:   
Series 2012-C6 Class D, 4.6573% 11/15/45 (e)(g) 2,000,000 1,840,773 
Series 2013-C12 Class D, 4.7664% 10/15/46 (e)(g) 3,250,000 2,961,700 
Series 2013-C13:   
Class D, 4.8939% 11/15/46 (e)(g) 3,100,000 2,834,372 
Class E, 4.8939% 11/15/46 (e)(g) 3,379,000 2,701,398 
Series 2013-C7 Class E, 4.2965% 2/15/46 (e)(g) 1,000,000 845,463 
Series 2013-C9 Class D, 4.1611% 5/15/46 (e)(g) 5,000,000 4,246,427 
Morgan Stanley Capital I Trust:   
sequential payer:   
Series 2006-HQ10 Class AM, 5.36% 11/12/41 8,200,000 8,337,647 
Series 2012-C4 Class E, 5.5245% 3/15/45 (e)(g) 5,630,000 5,500,149 
Series 1997-RR Class F, 7.4216% 4/30/39 (e)(g) 740,663 727,702 
Series 1998-CF1 Class G, 7.35% 7/15/32 (e) 2,386,972 2,389,695 
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43 7,500,000 7,673,122 
Series 2011-C1 Class C, 5.4382% 9/15/47 (e)(g) 4,000,000 4,283,740 
Series 2011-C2:   
Class D, 5.3028% 6/15/44 (e)(g) 4,610,000 4,776,664 
Class E, 5.3028% 6/15/44 (e)(g) 9,600,000 9,594,948 
Class F, 5.3028% 6/15/44 (e)(g) 4,440,000 4,128,554 
Class XB, 0.4583% 6/15/44 (e)(f)(g) 63,708,222 1,589,170 
Series 2011-C3:   
Class C, 5.1783% 7/15/49 (e)(g) 2,000,000 2,117,105 
Class D, 5.1783% 7/15/49 (e)(g) 7,400,000 7,456,765 
Class G, 5.1783% 7/15/49 (e)(g) 3,283,000 2,675,801 
Series 2012-C4 Class D, 5.5245% 3/15/45 (e)(g) 6,310,000 6,364,725 
Series 2015-UBS8 Class D, 3.25% 12/15/48 (e) 5,013,000 3,491,237 
Motel 6 Trust Series 2015-MTL6:   
Class E, 5.2785% 2/5/30 (e) 5,778,000 5,548,489 
Class F, 5% 2/5/30 (e) 10,728,000 9,870,337 
MSJP Commercial Securities Mortgage Trust Series 2015-HAUL Class E, 4.851% 9/5/47 (e)(g) 1,500,000 1,247,609 
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (e) 4,752,299 5,843,427 
SCG Trust Series 2013-SRP1 Class D, 3.6742% 11/15/26 (e)(g) 1,000,000 971,188 
TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5102% 8/15/39 (g) 884,336 887,598 
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (e) 10,630,000 10,722,216 
UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5344% 5/10/45 (e)(g) 3,235,000 3,197,398 
UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49 1,412,215 1,402,675 
UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 5.8878% 1/10/45 (e)(g) 3,000,000 3,393,280 
Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (e) 2,540,000 2,829,192 
Wachovia Bank Commercial Mortgage Trust Series 2004-C11 Class D, 5.1191% 1/15/41 (g) 5,177,000 5,257,930 
Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.7768% 10/15/45 (e)(g) 9,999,000 9,260,385 
WF-RBS Commercial Mortgage Trust:   
sequential payer Series 2011-C4I Class G, 5% 6/15/44 (e) 4,000,000 3,066,684 
Series 2011-C3:   
Class C, 5.335% 3/15/44 (e) 4,900,000 5,159,663 
Class D, 5.5722% 3/15/44 (e)(g) 1,000,000 1,016,292 
Class E, 5% 3/15/44 (e) 3,000,000 2,678,416 
Series 2011-C5:   
Class F, 5.25% 11/15/44 (e)(g) 3,000,000 2,416,400 
Class G, 5.25% 11/15/44 (e)(g) 2,000,000 1,531,082 
Series 2012-C10 Class E, 4.4542% 12/15/45 (e)(g) 4,090,000 3,088,721 
Series 2012-C7:   
Class D, 4.8377% 6/15/45 (e)(g) 2,380,000 2,363,987 
Class F, 4.5% 6/15/45 (e) 2,000,000 1,688,720 
Series 2013-C11:   
Class D, 4.1794% 3/15/45 (e)(g) 5,830,000 5,041,972 
Class E, 4.1794% 3/15/45 (e)(g) 4,780,000 3,844,105 
Series 2013-C13 Class D, 4.1386% 5/15/45 (e)(g) 4,000,000 3,570,867 
Series 2013-UBS1 Class D, 4.6299% 3/15/46 (e)(g) 1,668,000 1,481,765 
WFCG Commercial Mortgage Trust floater Series 2015-BXRP:   
Class F, 4.0508% 11/15/29 (e)(g) 5,152,378 5,101,792 
Class G, 3.3505% 11/15/29 (e)(g) 3,391,668 3,083,539 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $560,702,920)  574,426,162 
Bank Loan Obligations - 6.8%   
CONSUMER DISCRETIONARY - 2.8%   
Hotels, Restaurants & Leisure - 2.1%   
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (g) 13,170,905 11,452,101 
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (g) 10,143,093 8,384,991 
Cooper Hotel Group 12% 11/6/17 13,156,538 13,814,365 
ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (g) 14,218,748 14,254,294 
Four Seasons Holdings, Inc.:   
Tranche 2LN, term loan 6.25% 12/27/20 (g) 2,150,000 2,115,063 
Tranche B 1LN, term loan 3.5% 6/27/20 (g) 1,986,701 1,956,900 
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (g) 14,821,555 14,787,317 
La Quinta Intermediate Holdings LLC Tranche B LN, term loan 3.75% 4/14/21 (g) 13,115,812 12,574,785 
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (g) 6,438,522 6,213,174 
Ryman Hospitality Properties, Inc. Tranche B, term loan 3.5% 1/15/21 (g) 2,255,650 2,244,372 
  87,797,362 
Media - 0.2%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (g) 7,776,563 7,672,046 
Multiline Retail - 0.4%   
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (g) 15,306,656 14,943,123 
Specialty Retail - 0.1%   
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 5.5% 10/11/18 (g) 6,181,627 6,173,900 
TOTAL CONSUMER DISCRETIONARY  116,586,431 
CONSUMER STAPLES - 0.4%   
Food & Staples Retailing - 0.4%   
Albertson's LLC:   
Tranche B 2LN, term loan 5.5% 3/21/19 (g) 5,084,922 5,031,225 
Tranche B 3LN, term loan 5.125% 8/25/19 (g) 8,166,812 7,983,059 
Tranche B 5LN, term loan 12/21/22 (h) 5,005,000 4,886,131 
  17,900,415 
ENERGY - 0.5%   
Oil, Gas & Consumable Fuels - 0.5%   
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (g) 2,000,000 1,800,000 
Panda Sherman Power, LLC term loan 9% 9/14/18 (g) 7,112,245 6,223,215 
Panda Temple Power, LLC term loan 7.25% 4/3/19 (g) 8,580,000 7,293,000 
TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (g) 4,190,353 4,014,903 
  19,331,118 
FINANCIALS - 1.8%   
Real Estate Investment Trusts - 0.3%   
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (g) 10,767,409 10,583,501 
Real Estate Management & Development - 1.3%   
AmeriCold Reality Operating Partnership LP Tranche B, term loan 6.5% 12/1/22 (g) 8,345,000 8,324,138 
CityCenter 8.74% 7/12/16 (g) 2,220,904 2,220,904 
NorthStar Asset Management LP Tranche B 1LN, term loan 4.625% 1/29/23 (g) 5,010,000 4,834,650 
Realogy Corp. Credit-Linked Deposit 4.6795% 10/10/16 (g) 418,475 412,198 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (g) 37,814,057 37,511,545 
  53,303,435 
Thrifts & Mortgage Finance - 0.2%   
Ocwen Loan Servicing, LLC Tranche B, term loan 5.5% 2/15/18 (g) 7,680,832 7,666,469 
TOTAL FINANCIALS  71,553,405 
HEALTH CARE - 0.1%   
Health Care Providers & Services - 0.1%   
Community Health Systems, Inc.:   
Tranche F, term loan 3.6567% 12/31/18 (g) 1,985,000 1,951,632 
Tranche H, term loan 4% 1/27/21 (g) 3,104,062 2,983,779 
  4,935,411 
INDUSTRIALS - 0.4%   
Commercial Services & Supplies - 0.3%   
Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (g) 3,930,000 3,507,525 
Pilot Travel Centers LLC Tranche B, term loan 3.75% 10/3/21 (g) 7,200,000 7,198,200 
  10,705,725 
Construction & Engineering - 0.1%   
Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (g) 5,635,081 5,547,061 
TOTAL INDUSTRIALS  16,252,786 
UTILITIES - 0.8%   
Electric Utilities - 0.5%   
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (g) 7,269,112 6,828,458 
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (g) 3,344,688 3,252,709 
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (g) 7,910,170 7,560,145 
Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (g) 2,742,300 2,701,166 
  20,342,478 
Independent Power and Renewable Electricity Producers - 0.3%   
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (g) 1,960,000 1,900,220 
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (g) 11,427,742 10,099,267 
  11,999,487 
TOTAL UTILITIES  32,341,965 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $288,225,610)  278,901,531 
Preferred Securities - 0.0%   
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (e) 1,220,000 236,558 
Thrifts & Mortgage Finance - 0.0%   
Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (e) 500,000 250 
TOTAL FINANCIALS   
(Cost $1,297,768)  236,808 
 Shares Value 
Money Market Funds - 7.7%   
Fidelity Cash Central Fund, 0.38% (i) 315,432,448 315,432,448 
Fidelity Securities Lending Cash Central Fund, 0.42% (i)(j) 836,900 836,900 
TOTAL MONEY MARKET FUNDS   
(Cost $316,269,348)  316,269,348 
TOTAL INVESTMENT PORTFOLIO - 99.9%   
(Cost $4,071,702,046)  4,095,652,086 
NET OTHER ASSETS (LIABILITIES) - 0.1%  4,270,263 
NET ASSETS - 100%  $4,099,922,349 

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,626,683 or 0.1% of net assets.

 (c) Affiliated company

 (d) Security or a portion of the security is on loan at period end.

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $710,214,608 or 17.3% of net assets.

 (f) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

 (g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

 (h) The coupon rate will be determined upon settlement of the loan after period end.

 (i) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (j) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 5/21/03 $72,239 
Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.2244% 12/25/42 3/25/03 $66,253 
Stanley Martin Communities LLC Class B 8/3/05 - 3/1/07 $4,244,623 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $276,541 
Fidelity Securities Lending Cash Central Fund 12,966 
Total $289,507 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Acadia Realty Trust (SBI) $119,299,759 $826,274 $-- $1,870,757 $128,067,631 
Arbor Realty Trust, Inc. 20,991,789 -- 75,982 920,693 20,002,767 
Arbor Realty Trust, Inc. 7.375% 10,597,189 -- -- 396,964 9,714,449 
Arbor Realty Trust, Inc. Series A, 8.25% 4,814,206 -- -- 194,998 4,350,938 
Arbor Realty Trust, Inc. Series B, 7.75% 5,940,000 -- -- 232,500 5,143,200 
Arbor Realty Trust, Inc. Series C, 8.50% 2,578,000 -- -- 106,250 2,380,000 
Total $164,220,943 $826,274 $75,982 $3,722,162 $169,658,985 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $5,586,643 $-- $-- $5,586,643 
Financials 2,081,150,071 2,045,965,022 35,185,047 
Corporate Bonds 740,748,355 -- 740,748,355 -- 
Asset-Backed Securities 88,839,742 -- 84,316,452 4,523,290 
Collateralized Mortgage Obligations 9,493,426 -- 9,164,040 329,386 
Commercial Mortgage Securities 574,426,162 -- 574,404,746 21,416 
Bank Loan Obligations 278,901,531 -- 262,454,064 16,447,467 
Preferred Securities 236,808 -- -- 236,808 
Money Market Funds 316,269,348 316,269,348 -- -- 
Total Investments in Securities: $4,095,652,086 $2,362,234,370 $1,706,272,704 $27,145,012 

Other Information

The composition of credit quality ratings as a percentage of Total Net Assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations 0.3% 
AAA,AA,A 3.2% 
BBB 7.7% 
BB 10.2% 
9.9% 
CCC,CC,C 0.8% 
0.0% 
Not Rated 9.2% 
Equities 50.9% 
Short-Term Investments and Net Other Assets 7.8% 
 100.0% 

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $830,672) — See accompanying schedule:
Unaffiliated issuers (cost $3,629,713,380) 
$3,609,723,753  
Fidelity Central Funds (cost $316,269,348) 316,269,348  
Other affiliated issuers (cost $125,719,318) 169,658,985  
Total Investments (cost $4,071,702,046)  $4,095,652,086 
Cash  406,585 
Receivable for investments sold  10,498,133 
Receivable for fund shares sold  6,810,879 
Dividends receivable  2,831,056 
Interest receivable  16,631,028 
Distributions receivable from Fidelity Central Funds  90,835 
Prepaid expenses  7,239 
Other receivables  6,404 
Total assets  4,132,934,245 
Liabilities   
Payable for investments purchased $22,893,903  
Payable for fund shares redeemed 6,090,145  
Accrued management fee 1,865,778  
Distribution and service plan fees payable 336,650  
Other affiliated payables 895,024  
Other payables and accrued expenses 93,496  
Collateral on securities loaned, at value 836,900  
Total liabilities  33,011,896 
Net Assets  $4,099,922,349 
Net Assets consist of:   
Paid in capital  $4,058,965,412 
Undistributed net investment income  5,433,035 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  11,573,767 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  23,950,135 
Net Assets  $4,099,922,349 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($502,555,910 ÷ 45,733,048 shares)  $10.99 
Maximum offering price per share (100/96.00 of $10.99)  $11.45 
Class T:   
Net Asset Value and redemption price per share ($55,119,063 ÷ 5,012,997 shares)  $11.00 
Maximum offering price per share (100/96.00 of $11.00)  $11.46 
Class C:   
Net Asset Value and offering price per share ($266,307,883 ÷ 24,437,854 shares)(a)  $10.90 
Real Estate Income:   
Net Asset Value, offering price and redemption price per share ($2,432,269,584 ÷ 220,305,689 shares)  $11.04 
Class I:   
Net Asset Value, offering price and redemption price per share ($843,669,909 ÷ 76,623,780 shares)  $11.01 

 (a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.


See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 
Investment Income   
Dividends (including $3,722,162 earned from other affiliated issuers)  $57,796,227 
Interest  54,330,088 
Income from Fidelity Central Funds  289,507 
Total income  112,415,822 
Expenses   
Management fee $11,438,256  
Transfer agent fees 4,677,965  
Distribution and service plan fees 2,074,923  
Accounting and security lending fees 666,667  
Custodian fees and expenses 18,251  
Independent trustees' compensation 9,217  
Registration fees 92,142  
Audit 92,436  
Legal 8,157  
Miscellaneous 11,803  
Total expenses before reductions 19,089,817  
Expense reductions (38,726) 19,051,091 
Net investment income (loss)  93,364,731 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 27,697,024  
Other affiliated issuers (10,109)  
Foreign currency transactions (103,705)  
Total net realized gain (loss)  27,583,210 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(192,848,074)  
Assets and liabilities in foreign currencies 70,075  
Total change in net unrealized appreciation (depreciation)  (192,777,999) 
Net gain (loss)  (165,194,789) 
Net increase (decrease) in net assets resulting from operations  $(71,830,058) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $93,364,731 $200,528,467 
Net realized gain (loss) 27,583,210 54,207,307 
Change in net unrealized appreciation (depreciation) (192,777,999) (52,184,229) 
Net increase (decrease) in net assets resulting from operations (71,830,058) 202,551,545 
Distributions to shareholders from net investment income (122,107,962) (199,452,326) 
Distributions to shareholders from net realized gain (51,815,947) (75,677,564) 
Total distributions (173,923,909) (275,129,890) 
Share transactions - net increase (decrease) 28,537,379 215,193,161 
Redemption fees 122,503 424,938 
Total increase (decrease) in net assets (217,094,085) 143,039,754 
Net Assets   
Beginning of period 4,317,016,434 4,173,976,680 
End of period (including undistributed net investment income of $5,433,035 and undistributed net investment income of $34,176,266, respectively) $4,099,922,349 $4,317,016,434 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class A

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.66 $11.86 $11.67 $11.26 $10.73 $9.94 
Income from Investment Operations       
Net investment income (loss)A .25 .52 .49 .54 .52 .53 
Net realized and unrealized gain (loss) (.45) .02 .44 .60 .61 .76 
Total from investment operations (.20) .54 .93 1.14 1.13 1.29 
Distributions from net investment income (.33) (.52) (.50) (.53) (.51) (.50) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.47) (.74)B (.74) (.73) (.60)C (.50) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $10.99 $11.66 $11.86 $11.67 $11.26 $10.73 
Total ReturnE,F,G (1.74)% 4.65% 8.49% 10.45% 11.24% 13.27% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.03%J 1.04% 1.06% 1.08% 1.12% 1.13% 
Expenses net of fee waivers, if any 1.03%J 1.03% 1.05% 1.08% 1.12% 1.13% 
Expenses net of all reductions 1.03%J 1.03% 1.05% 1.07% 1.11% 1.12% 
Net investment income (loss) 4.36%J 4.40% 4.28% 4.62% 4.89% 5.00% 
Supplemental Data       
Net assets, end of period (000 omitted) $502,556 $495,462 $442,271 $378,269 $137,352 $60,283 
Portfolio turnover rateK 15%J 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.74 per share is comprised of distributions from net investment income of $.523 and distributions from net realized gain of $.212 per share.

 C Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class T

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.66 $11.86 $11.67 $11.26 $10.72 $9.94 
Income from Investment Operations       
Net investment income (loss)A .25 .51 .49 .54 .52 .52 
Net realized and unrealized gain (loss) (.44) .02 .43 .60 .62 .76 
Total from investment operations (.19) .53 .92 1.14 1.14 1.28 
Distributions from net investment income (.32) (.52) (.50) (.53) (.50) (.50) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.47)B (.73) (.73)C (.73) (.60) (.50) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $11.00 $11.66 $11.86 $11.67 $11.26 $10.72 
Total ReturnE,F,G (1.67)% 4.62% 8.44% 10.42% 11.33% 13.11% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.07%J 1.06% 1.08% 1.08% 1.11% 1.16% 
Expenses net of fee waivers, if any 1.07%J 1.06% 1.08% 1.08% 1.11% 1.16% 
Expenses net of all reductions 1.07%J 1.06% 1.07% 1.08% 1.11% 1.16% 
Net investment income (loss) 4.33%J 4.37% 4.26% 4.61% 4.90% 4.96% 
Supplemental Data       
Net assets, end of period (000 omitted) $55,119 $55,424 $48,164 $46,198 $26,143 $7,626 
Portfolio turnover rateK 15%J 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.47 per share is comprised of distributions from net investment income of $.324 and distributions from net realized gain of $.142 per share.

 C Total distributions of $.73 per share is comprised of distributions from net investment income of $.496 and distributions from net realized gain of $.236 per share.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class C

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.55 $11.77 $11.59 $11.20 $10.67 $9.93 
Income from Investment Operations       
Net investment income (loss)A .20 .43 .40 .45 .44 .45 
Net realized and unrealized gain (loss) (.43) .01 .43 .60 .62 .74 
Total from investment operations (.23) .44 .83 1.05 1.06 1.19 
Distributions from net investment income (.28) (.45) (.42) (.46) (.43) (.45) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.42) (.66) (.65)B (.66) (.53) (.45) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $10.90 $11.55 $11.77 $11.59 $11.20 $10.67 
Total ReturnD,E,F (2.02)% 3.82% 7.66% 9.66% 10.49% 12.25% 
Ratios to Average Net AssetsG,H       
Expenses before reductions 1.79%I 1.79% 1.79% 1.81% 1.87% 1.89% 
Expenses net of fee waivers, if any 1.79%I 1.78% 1.79% 1.81% 1.87% 1.89% 
Expenses net of all reductions 1.78%I 1.78% 1.79% 1.81% 1.87% 1.89% 
Net investment income (loss) 3.61%I 3.65% 3.54% 3.88% 4.14% 4.23% 
Supplemental Data       
Net assets, end of period (000 omitted) $266,308 $291,387 $246,306 $204,012 $52,780 $21,555 
Portfolio turnover rateJ 15%I 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.65 per share is comprised of distributions from net investment income of $.417 and distributions from net realized gain of $.236 per share.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Total returns do not include the effect of the contingent deferred sales charge.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.71 $11.91 $11.71 $11.29 $10.75 $9.95 
Income from Investment Operations       
Net investment income (loss)A .26 .54 .52 .57 .54 .55 
Net realized and unrealized gain (loss) (.45) .02 .44 .60 .62 .76 
Total from investment operations (.19) .56 .96 1.17 1.16 1.31 
Distributions from net investment income (.34) (.55) (.53) (.55) (.52) (.51) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.48) (.76) (.76)B (.75) (.62) (.51) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $11.04 $11.71 $11.91 $11.71 $11.29 $10.75 
Total ReturnD,E (1.61)% 4.84% 8.78% 10.71% 11.50% 13.41% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .84%H .83% .83% .84% .90% .92% 
Expenses net of fee waivers, if any .84%H .82% .83% .84% .89% .92% 
Expenses net of all reductions .84%H .82% .83% .84% .89% .92% 
Net investment income (loss) 4.55%H 4.61% 4.50% 4.85% 5.12% 5.21% 
Supplemental Data       
Net assets, end of period (000 omitted) $2,432,270 $2,561,268 $2,627,382 $2,884,545 $2,252,149 $1,660,063 
Portfolio turnover rateI 15%H 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.76 per share is comprised of distributions from net investment income of $.525 and distributions from net realized gain of $.236 per share.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class I

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.68 $11.88 $11.69 $11.28 $10.74 $9.95 
Income from Investment Operations       
Net investment income (loss)A .26 .55 .52 .57 .55 .55 
Net realized and unrealized gain (loss) (.44) .02 .44 .60 .62 .76 
Total from investment operations (.18) .57 .96 1.17 1.17 1.31 
Distributions from net investment income (.34) (.55) (.53) (.56) (.53) (.52) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.49)B (.77)C (.77) (.76) (.63) (.52) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $11.01 $11.68 $11.88 $11.69 $11.28 $10.74 
Total ReturnE,F (1.58)% 4.92% 8.76% 10.72% 11.62% 13.44% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .77%I .77% .78% .80% .84% .89% 
Expenses net of fee waivers, if any .77%I .77% .78% .80% .84% .89% 
Expenses net of all reductions .77%I .77% .78% .80% .84% .89% 
Net investment income (loss) 4.62%I 4.66% 4.55% 4.89% 5.17% 5.24% 
Supplemental Data       
Net assets, end of period (000 omitted) $843,670 $913,475 $809,854 $610,045 $217,435 $43,282 
Portfolio turnover rateJ 15%I 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.49 per share is comprised of distributions from net investment income of $.344 and distributions from net realized gain of $.142 per share.

 C Total distributions of $.77 per share is comprised of distributions from net investment income of $.554 and distributions from net realized gain of $.212 per share.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements

For the period ended January 31, 2016

1. Organization.

Fidelity Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Real Estate Income and Class I shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, equity-debt classifications, certain conversion ratio adjustments, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $334,852,544 
Gross unrealized depreciation (312,097,638) 
Net unrealized appreciation (depreciation) on securities $22,754,906 
Tax cost $4,072,897,180 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $297,303,556 and $387,535,386, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $606,187 $4,643 
Class T -% .25% 69,476 – 
Class C .75% .25% 1,399,260 254,178 
   $2,074,923 $258,821 

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges are 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 Retained
by FDC 
Class A $36,180 
Class T 4,664 
Class C(a) 17,718 
 $58,562 

 (a) When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.


Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $465,764 .19 
Class T 62,806 .23 
Class C 272,734 .19 
Real Estate Income 3,114,175 .25 
Class I 762,486 .18 
 $ 4,677,965  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $4,734 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,805 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $12,966. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $22,145 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,735.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14,846.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Class A $13,783,244 $21,010,715 
Class T 1,575,598 2,305,119 
Class C 6,852,507 10,465,476 
Real Estate Income 74,108,924 122,206,251 
Class I 25,787,689 43,464,765 
Total $122,107,962 $199,452,326 
From net realized gain   
Class A $6,008,169 $7,958,848 
Class T 680,042 875,220 
Class C 3,527,228 4,645,932 
Real Estate Income 30,805,486 46,720,433 
Class I 10,795,022 15,477,131 
Total $51,815,947 $75,677,564 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 8,833,232 17,614,783 $99,136,860 $207,492,435 
Reinvestment of distributions 1,654,994 2,253,682 18,423,230 26,209,333 
Shares redeemed (7,261,614) (14,664,043) (81,991,780) (171,937,484) 
Net increase (decrease) 3,226,612 5,204,422 $35,568,310 $61,764,284 
Class T     
Shares sold 585,301 1,551,308 $6,617,495 $18,286,948 
Reinvestment of distributions 187,688 251,652 2,090,146 2,927,374 
Shares redeemed (512,341) (1,110,729) (5,798,010) (13,074,996) 
Net increase (decrease) 260,648 692,231 $2,909,631 $8,139,326 
Class C     
Shares sold 2,124,908 7,875,459 $23,840,323 $92,082,413 
Reinvestment of distributions 822,712 1,105,279 9,089,251 12,763,694 
Shares redeemed (3,727,311) (4,690,719) (41,694,636) (54,577,835) 
Net increase (decrease) (779,691) 4,290,019 $(8,765,062) $50,268,272 
Real Estate Income     
Shares sold 22,973,738 51,184,144 $261,251,386 $605,520,317 
Reinvestment of distributions 8,268,560 12,742,585 92,453,420 148,826,128 
Shares redeemed (29,628,387) (65,882,524) (336,288,502) (777,479,294) 
Net increase (decrease) 1,613,911 (1,955,795) $17,416,304 $(23,132,849) 
Class I     
Shares sold 16,198,203 38,671,974 $182,574,922 $455,469,590 
Reinvestment of distributions 2,502,407 3,704,065 27,905,962 43,129,998 
Shares redeemed (20,276,080) (32,342,580) (229,072,688) (380,445,460) 
Net increase (decrease) (1,575,470) 10,033,459 $(18,591,804) $118,154,128 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of January 31, 2016, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of January 31, 2016, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 18, 2016

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.03%    
Actual  $1,000.00 $982.60 $5.13 
Hypothetical-C  $1,000.00 $1,019.96 $5.23 
Class T 1.07%    
Actual  $1,000.00 $983.30 $5.33 
Hypothetical-C  $1,000.00 $1,019.76 $5.43 
Class C 1.79%    
Actual  $1,000.00 $979.80 $8.91 
Hypothetical-C  $1,000.00 $1,016.14 $9.07 
Real Estate Income .84%    
Actual  $1,000.00 $983.90 $4.19 
Hypothetical-C  $1,000.00 $1,020.91 $4.27 
Class I .77%    
Actual  $1,000.00 $984.20 $3.84 
Hypothetical-C  $1,000.00 $1,021.27 $3.91 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

REII-SANN-0316
1.907544.105


Fidelity® Leveraged Company Stock Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
LyondellBasell Industries NV Class A 8.1 9.0 
Service Corp. International 6.2 6.2 
Boston Scientific Corp. 4.3 3.4 
Delta Air Lines, Inc. 3.2 2.4 
Bank of America Corp. 3.0 2.9 
Comcast Corp. Class A 2.7 2.3 
General Motors Co. 2.7 2.2 
WestRock Co. 2.6 3.1 
Tenet Healthcare Corp. 2.3 1.7 
Newell Rubbermaid, Inc. 2.3 1.9 
 37.4  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Consumer Discretionary 24.9 26.0 
Health Care 14.8 14.6 
Materials 13.9 14.3 
Industrials 12.4 10.2 
Financials 11.6 12.1 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 97.8% 
   Bonds 0.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.0% 


 * Foreign investments - 14.8%


As of July 31, 2015 * 
   Stocks 96.9% 
   Bonds 0.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.8% 


 * Foreign investments - 16.2%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 24.9%   
Auto Components - 1.7%   
Delphi Automotive PLC 490,700 $31,866 
Tenneco, Inc. (a) 674,800 25,784 
  57,650 
Automobiles - 5.2%   
Ford Motor Co. 6,012,933 71,794 
General Motors Co. 3,133,537 92,878 
General Motors Co.:   
warrants 7/10/16 (a) 482,521 9,482 
warrants 7/10/19 (a) 482,521 5,790 
  179,944 
Diversified Consumer Services - 6.2%   
Service Corp. International 8,875,127 214,689 
Hotels, Restaurants & Leisure - 1.0%   
ARAMARK Holdings Corp. 987,744 31,558 
Penn National Gaming, Inc. (a) 360,340 5,092 
Station Holdco LLC unit (a)(b)(c) 146,846 79 
  36,729 
Household Durables - 3.2%   
Hovnanian Enterprises, Inc. Class A (a)(d) 1,419,000 2,185 
Lennar Corp. Class A (d) 677,100 28,540 
Newell Rubbermaid, Inc. 2,037,747 79,024 
  109,749 
Media - 6.5%   
AMC Networks, Inc. Class A (a) 446,400 32,493 
Cinemark Holdings, Inc. 1,853,345 54,655 
Comcast Corp. Class A 1,672,234 93,160 
Gray Television, Inc. (a) 2,889,565 37,998 
Nexstar Broadcasting Group, Inc. Class A 178,698 8,079 
  226,385 
Specialty Retail - 1.1%   
GameStop Corp. Class A (d) 620,207 16,256 
Sally Beauty Holdings, Inc. (a) 808,000 22,268 
  38,524 
TOTAL CONSUMER DISCRETIONARY  863,670 
CONSUMER STAPLES - 1.8%   
Food Products - 1.3%   
ConAgra Foods, Inc. 541,700 22,556 
Darling International, Inc. (a) 2,698,383 24,258 
  46,814 
Personal Products - 0.5%   
Revlon, Inc. (a) 553,261 16,448 
TOTAL CONSUMER STAPLES  63,262 
ENERGY - 6.0%   
Energy Equipment & Services - 1.6%   
Ensco PLC Class A 110,000 1,076 
Halliburton Co. 1,126,593 35,814 
Oil States International, Inc. (a) 270,466 7,635 
SAExploration Holdings, Inc. (a)(e) 1,257,304 2,100 
Schlumberger Ltd. 109,400 7,906 
  54,531 
Oil, Gas & Consumable Fuels - 4.4%   
Continental Resources, Inc. (a)(d) 807,474 17,046 
Hess Corp. 825,110 35,067 
QEP Resources, Inc. 901,000 11,551 
Range Resources Corp. (d) 247,200 7,307 
Valero Energy Corp. 1,056,166 71,682 
Whiting Petroleum Corp. (a) 1,439,895 10,583 
  153,236 
TOTAL ENERGY  207,767 
FINANCIALS - 11.3%   
Banks - 8.4%   
Bank of America Corp. 7,243,199 102,419 
Barclays PLC sponsored ADR 2,083,121 22,456 
CIT Group, Inc. 229,310 6,730 
Citigroup, Inc. 1,169,047 49,778 
Huntington Bancshares, Inc. 4,806,680 41,241 
Regions Financial Corp. 4,496,280 36,510 
SunTrust Banks, Inc. 895,500 32,757 
  291,891 
Capital Markets - 0.1%   
Motors Liquidation Co. GUC Trust (a) 123,112 1,988 
Consumer Finance - 0.8%   
American Express Co. 542,948 29,048 
Insurance - 0.5%   
Lincoln National Corp. 435,700 17,193 
Real Estate Investment Trusts - 1.0%   
Gaming & Leisure Properties 430,875 11,237 
Host Hotels & Resorts, Inc. 1,016,122 14,073 
Sabra Health Care REIT, Inc. 547,507 10,052 
  35,362 
Real Estate Management & Development - 0.4%   
Realogy Holdings Corp. (a) 463,840 15,214 
Thrifts & Mortgage Finance - 0.1%   
MGIC Investment Corp. (a) 441,300 2,921 
TOTAL FINANCIALS  393,617 
HEALTH CARE - 14.8%   
Health Care Equipment & Supplies - 4.3%   
Boston Scientific Corp. (a) 8,457,056 148,252 
Health Care Providers & Services - 6.2%   
Community Health Systems, Inc. (a) 1,213,027 26,056 
DaVita HealthCare Partners, Inc. (a) 532,952 35,772 
HCA Holdings, Inc. (a) 532,479 37,050 
Tenet Healthcare Corp. (a) 2,965,644 80,428 
Universal Health Services, Inc. Class B 334,505 37,679 
  216,985 
Life Sciences Tools & Services - 0.8%   
PRA Health Sciences, Inc. (a) 651,400 28,062 
Pharmaceuticals - 3.5%   
Johnson & Johnson 153,000 15,979 
Merck & Co., Inc. 1,390,800 70,472 
Sanofi SA sponsored ADR 819,934 34,142 
  120,593 
TOTAL HEALTH CARE  513,892 
INDUSTRIALS - 12.4%   
Aerospace & Defense - 2.7%   
Honeywell International, Inc. 426,776 44,043 
Huntington Ingalls Industries, Inc. 210,260 26,888 
Textron, Inc. 602,700 20,624 
  91,555 
Airlines - 4.8%   
American Airlines Group, Inc. 860,580 33,554 
Delta Air Lines, Inc. 2,531,601 112,125 
Southwest Airlines Co. 571,283 21,492 
  167,171 
Building Products - 0.7%   
Allegion PLC 246,500 14,928 
Armstrong World Industries, Inc. (a) 273,500 10,579 
  25,507 
Commercial Services & Supplies - 1.0%   
Civeo Corp. (a) 540,932 584 
Deluxe Corp. 431,413 24,116 
Tyco International Ltd. 328,233 11,288 
  35,988 
Electrical Equipment - 0.6%   
Emerson Electric Co. 163,500 7,518 
Generac Holdings, Inc. (a)(d) 490,557 13,942 
  21,460 
Industrial Conglomerates - 0.9%   
General Electric Co. 1,103,883 32,123 
Machinery - 1.1%   
Ingersoll-Rand PLC 648,800 33,394 
Pentair PLC 78,757 3,711 
  37,105 
Marine - 0.1%   
Genco Shipping & Trading Ltd. (a) 565,366 571 
Genco Shipping & Trading Ltd. (a) 8,314 
Navios Maritime Holdings, Inc. (d) 2,162,794 2,107 
  2,686 
Road & Rail - 0.3%   
Hertz Global Holdings, Inc. (a) 1,200,900 10,904 
Trading Companies & Distributors - 0.2%   
United Rentals, Inc. (a) 147,000 7,043 
TOTAL INDUSTRIALS  431,542 
INFORMATION TECHNOLOGY - 9.4%   
Electronic Equipment & Components - 1.8%   
Avnet, Inc. 594,313 23,725 
Belden, Inc. 510,764 21,820 
Corning, Inc. 726,800 13,526 
TTM Technologies, Inc. (a) 381,564 2,225 
  61,296 
Internet Software & Services - 0.4%   
VeriSign, Inc. (a)(d) 194,300 14,689 
IT Services - 0.1%   
Everi Holdings, Inc. (a) 1,851,000 5,201 
Semiconductors & Semiconductor Equipment - 3.8%   
Intersil Corp. Class A 1,460,387 18,985 
Micron Technology, Inc. (a) 2,079,945 22,942 
NXP Semiconductors NV (a) 940,864 70,358 
ON Semiconductor Corp. (a) 2,134,568 18,272 
  130,557 
Software - 2.6%   
Citrix Systems, Inc. (a) 230,899 16,269 
Microsoft Corp. 1,324,668 72,976 
  89,245 
Technology Hardware, Storage & Peripherals - 0.7%   
NCR Corp. (a) 1,117,931 23,857 
TOTAL INFORMATION TECHNOLOGY  324,845 
MATERIALS - 13.9%   
Chemicals - 9.1%   
H.B. Fuller Co. 461,829 17,189 
LyondellBasell Industries NV Class A 3,619,555 282,220 
OMNOVA Solutions, Inc. (a)(e) 3,114,962 16,354 
Phosphate Holdings, Inc. (a) 307,500 10 
  315,773 
Containers & Packaging - 3.2%   
Sealed Air Corp. 483,434 19,594 
WestRock Co. 2,590,728 91,401 
  110,995 
Metals & Mining - 0.0%   
Ormet Corp.(a)(e) 1,075,000 
Paper & Forest Products - 1.6%   
Kapstone Paper & Packaging Corp. 989,200 14,620 
Louisiana-Pacific Corp. (a) 1,563,090 24,572 
Neenah Paper, Inc. 266,200 16,089 
  55,281 
TOTAL MATERIALS  482,049 
TELECOMMUNICATION SERVICES - 1.6%   
Diversified Telecommunication Services - 1.6%   
Frontier Communications Corp. (d) 5,528,256 25,154 
Intelsat SA (a)(d) 1,144,700 3,823 
Level 3 Communications, Inc. (a) 514,400 25,108 
  54,085 
UTILITIES - 1.4%   
Electric Utilities - 0.4%   
FirstEnergy Corp. 421,304 13,928 
Independent Power and Renewable Electricity Producers - 1.0%   
Calpine Corp. (a) 2,167,700 33,187 
TOTAL UTILITIES  47,115 
TOTAL COMMON STOCKS   
(Cost $2,485,910)  3,381,844 
Nonconvertible Preferred Stocks - 0.3%   
FINANCIALS - 0.3%   
Capital Markets - 0.3%   
GMAC Capital Trust I Series 2, 8.125%   
(Cost $10,975) 439,013 11,173 
 Principal Amount (000s) Value (000s) 
Nonconvertible Bonds - 0.2%   
ENERGY - 0.2%   
Energy Equipment & Services - 0.2%   
Gulfmark Offshore, Inc. 6.375% 3/15/22 5,786 1,794 
SAExploration Holdings, Inc. 10% 7/15/19 9,032 5,238 
  7,032 
TOTAL NONCONVERTIBLE BONDS   
(Cost $11,680)  7,032 
 Shares Value (000s) 
Money Market Funds - 5.0%   
Fidelity Cash Central Fund, 0.38% (f) 70,796,283 70,796 
Fidelity Securities Lending Cash Central Fund, 0.42% (f)(g) 103,343,912 103,344 
TOTAL MONEY MARKET FUNDS   
(Cost $174,140)  174,140 
TOTAL INVESTMENT PORTFOLIO - 103.0%   
(Cost $2,682,705)  3,574,189 
NET OTHER ASSETS (LIABILITIES) - (3.0)%  (103,625) 
NET ASSETS - 100%  $3,470,564 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

 (b) Investment is owned by an entity that is treated as a U.S. Corporation for tax purposes in which the Fund holds a percentage ownership.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $79,000 or 0.0% of net assets.

 (d) Security or a portion of the security is on loan at period end.

 (e) Affiliated company

 (f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (g) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
Station Holdco LLC unit 10/28/08 - 12/1/08 $5,990 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $117 
Fidelity Securities Lending Cash Central Fund 914 
Total $1,031 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Gray Television, Inc. $63,611 $-- $10,795 $-- $-- 
OMNOVA Solutions, Inc. 20,154 -- -- -- 16,354 
Ormet Corp. -- -- -- -- 
SAExploration Holdings, Inc. -- -- -- -- 2,100 
Total $83,770 $-- $10,795 $-- $18,454 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $863,670 $863,591 $-- $79 
Consumer Staples 63,262 63,262 -- -- 
Energy 207,767 207,767 -- -- 
Financials 404,790 404,790 -- -- 
Health Care 513,892 513,892 -- -- 
Industrials 431,542 431,542 -- -- 
Information Technology 324,845 324,845 -- -- 
Materials 482,049 482,039 -- 10 
Telecommunication Services 54,085 54,085 -- -- 
Utilities 47,115 47,115 -- -- 
Corporate Bonds 7,032 -- 7,032 -- 
Money Market Funds 174,140 174,140 -- -- 
Total Investments in Securities: $3,574,189 $3,567,068 $7,032 $89 

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 85.2% 
Netherlands 10.1% 
Ireland 1.8% 
France 1.0% 
Others (Individually Less Than 1%) 1.9% 
 100.0% 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $102,909) — See accompanying schedule:
Unaffiliated issuers (cost $2,479,750) 
$3,381,595  
Fidelity Central Funds (cost $174,140) 174,140  
Other affiliated issuers (cost $28,815) 18,454  
Total Investments (cost $2,682,705)  $3,574,189 
Receivable for investments sold  2,803 
Receivable for fund shares sold  1,306 
Dividends receivable  3,243 
Interest receivable  179 
Distributions receivable from Fidelity Central Funds  105 
Prepaid expenses  
Other receivables  23 
Total assets  3,581,856 
Liabilities   
Payable for investments purchased $1,610  
Payable for fund shares redeemed 3,986  
Accrued management fee 1,754  
Other affiliated payables 561  
Other payables and accrued expenses 37  
Collateral on securities loaned, at value 103,344  
Total liabilities  111,292 
Net Assets  $3,470,564 
Net Assets consist of:   
Paid in capital  $2,486,221 
Undistributed net investment income  6,058 
Accumulated undistributed net realized gain (loss) on investments  86,801 
Net unrealized appreciation (depreciation) on investments  891,484 
Net Assets  $3,470,564 
Leveraged Company Stock:   
Net Asset Value, offering price and redemption price per share ($2,813,418 ÷ 78,326 shares)  $35.92 
Class K:   
Net Asset Value, offering price and redemption price per share ($657,146 ÷ 18,269 shares)  $35.97 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $34,966 
Interest  789 
Income from Fidelity Central Funds  1,031 
Total income  36,786 
Expenses   
Management fee $12,307  
Transfer agent fees 2,962  
Accounting and security lending fees 539  
Custodian fees and expenses 16  
Independent trustees' compensation 10  
Registration fees 35  
Audit 35  
Legal 14  
Miscellaneous 11  
Total expenses before reductions 15,929  
Expense reductions (40) 15,889 
Net investment income (loss)  20,897 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 173,913  
Other affiliated issuers (7,200)  
Total net realized gain (loss)  166,713 
Change in net unrealized appreciation (depreciation) on investment securities  (997,191) 
Net gain (loss)  (830,478) 
Net increase (decrease) in net assets resulting from operations  $(809,581) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $20,897 $45,844 
Net realized gain (loss) 166,713 235,817 
Change in net unrealized appreciation (depreciation) (997,191) (131,060) 
Net increase (decrease) in net assets resulting from operations (809,581) 150,601 
Distributions to shareholders from net investment income (39,813) (41,090) 
Distributions to shareholders from net realized gain (240,243) – 
Total distributions (280,056) (41,090) 
Share transactions - net increase (decrease) (186,162) (743,092) 
Redemption fees 78 302 
Total increase (decrease) in net assets (1,275,721) (633,279) 
Net Assets   
Beginning of period 4,746,285 5,379,564 
End of period (including undistributed net investment income of $6,058 and undistributed net investment income of $24,974, respectively) $3,470,564 $4,746,285 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Leveraged Company Stock Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $46.90 $45.82 $39.44 $28.22 $28.85 $23.50 
Income from Investment Operations       
Net investment income (loss)A .21 .41 .34 .42B .16 C 
Net realized and unrealized gain (loss) (8.33) 1.01 6.31 10.92 (.50) 5.46 
Total from investment operations (8.12) 1.42 6.65 11.34 (.34) 5.46 
Distributions from net investment income (.40) (.34) (.27) (.12) (.29) (.11) 
Distributions from net realized gain (2.46) – – – – – 
Total distributions (2.86) (.34) (.27) (.12) (.29) (.11) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $35.92 $46.90 $45.82 $39.44 $28.22 $28.85 
Total ReturnD,E (18.08)% 3.12% 16.96% 40.31% (1.05)% 23.27% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .80%H .79% .79% .82% .86% .85% 
Expenses net of fee waivers, if any .80%H .78% .79% .82% .86% .85% 
Expenses net of all reductions .79%H .78% .79% .82% .85% .84% 
Net investment income (loss) .99%H .87% .81% 1.25%B .60% - %I 
Supplemental Data       
Net assets, end of period (in millions) $2,813 $3,755 $4,207 $4,227 $3,009 $3,931 
Portfolio turnover rateJ 6%H 4% 10% 21% 29% 18% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount represents less than .005%.

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Leveraged Company Stock Fund Class K

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $47.00 $45.91 $39.52 $28.26 $28.86 $23.52 
Income from Investment Operations       
Net investment income (loss)A .23 .46 .40 .47B .20 .04 
Net realized and unrealized gain (loss) (8.35) 1.03 6.31 10.93 (.49) 5.45 
Total from investment operations (8.12) 1.49 6.71 11.40 (.29) 5.49 
Distributions from net investment income (.45) (.40) (.32) (.14) (.31) (.15) 
Distributions from net realized gain (2.46) – – – – – 
Total distributions (2.91) (.40) (.32) (.14) (.31) (.15) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $35.97 $47.00 $45.91 $39.52 $28.26 $28.86 
Total ReturnD,E (18.05)% 3.26% 17.10% 40.47% (.87)% 23.45% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .68%H .67% .67% .69% .69% .69% 
Expenses net of fee waivers, if any .68%H .67% .67% .69% .69% .69% 
Expenses net of all reductions .67%H .67% .67% .68% .69% .69% 
Net investment income (loss) 1.11%H .99% .92% 1.39%B .76% .16% 
Supplemental Data       
Net assets, end of period (in millions) $657 $991 $1,173 $1,053 $600 $555 
Portfolio turnover rateI 6%H 4% 10% 21% 29% 18% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.17%.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Leveraged Company Stock Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Leveraged Company Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $1,253,486 
Gross unrealized depreciation (363,056) 
Net unrealized appreciation (depreciation) on securities $890,430 
Tax cost $2,683,759 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $125,201 and $504,747, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .60% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Leveraged Company Stock, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Leveraged Company Stock $2,776 .17 
Class K 186 .05 
 $ 2,962  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $3.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,777. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $914, including $136 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $26 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Leveraged Company Stock $31,472 $30,775 
Class K 8,341 10,315 
Total $39,813 $41,090 
From net realized gain   
Leveraged Company Stock $194,476 $– 
Class K 45,767 – 
Total $240,243 $– 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Leveraged Company Stock     
Shares sold 1,760 5,334 $72,641 $246,873 
Reinvestment of distributions 5,086 626 212,362 29,028 
Shares redeemed (8,587) (17,699) (350,740) (811,035) 
Net increase (decrease) (1,741) (11,739) $(65,737) $(535,134) 
Class K     
Shares sold 1,654 5,815 $64,860 $269,619 
Reinvestment of distributions 1,294 222 54,108 10,315 
Shares redeemed (5,762) (10,500) (239,393) (487,892) 
Net increase (decrease) (2,814) (4,463) $(120,425) $(207,958) 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Leveraged Company Stock .80%    
Actual  $1,000.00 $819.20 $3.66 
Hypothetical-C  $1,000.00 $1,021.11 $4.06 
Class K .68%    
Actual  $1,000.00 $819.50 $3.11 
Hypothetical-C  $1,000.00 $1,021.72 $3.46 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

LSF-SANN-0316
1.753758.116


Fidelity Advisor® Small Cap Growth Fund -
Class I



Semi-Annual Report

January 31, 2016

Class I is a class of Fidelity® Small Cap Growth Fund




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
2U, Inc. 2.6 2.4 
Stamps.com, Inc. 1.8 0.8 
Global Payments, Inc. 1.8 1.4 
NxStage Medical, Inc. 1.7 0.5 
Surgical Care Affiliates, Inc. 1.7 0.9 
Gartner, Inc. Class A 1.6 1.2 
Vail Resorts, Inc. 1.6 1.2 
Bright Horizons Family Solutions, Inc. 1.6 0.0 
Steris PLC 1.5 0.0 
Tyler Technologies, Inc. 1.3 0.0 
 17.2  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 23.7 24.4 
Health Care 22.7 29.2 
Consumer Discretionary 15.7 17.3 
Industrials 11.9 14.5 
Financials 10.0 5.3 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 92.8% 
   Other Investments 2.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.1% 


 * Foreign investments - 5.6%


As of July 31, 2015* 
   Stocks 96.0% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.1% 


 * Foreign investments - 3.6%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.8%   
 Shares Value 
CONSUMER DISCRETIONARY - 15.7%   
Auto Components - 0.8%   
Tenneco, Inc. (a) 285,288 $10,900,854 
Visteon Corp. 69,100 4,621,408 
  15,522,262 
Distributors - 0.6%   
Pool Corp. 120,000 10,140,000 
Diversified Consumer Services - 5.9%   
2U, Inc. (a)(b)(c) 2,370,282 47,855,994 
Bright Horizons Family Solutions, Inc. (a) 402,100 28,215,357 
Service Corp. International 417,400 10,096,906 
ServiceMaster Global Holdings, Inc. (a) 480,000 20,260,800 
  106,429,057 
Hotels, Restaurants & Leisure - 3.9%   
Dave & Buster's Entertainment, Inc. (a) 362,800 13,158,756 
DineEquity, Inc. 90,000 7,642,800 
Sonic Corp. 290,000 8,520,200 
Vail Resorts, Inc. 231,000 28,875,000 
Wingstop, Inc. (b) 520,800 12,634,608 
  70,831,364 
Household Durables - 1.7%   
NACCO Industries, Inc. Class A 2,900 138,011 
Tempur Sealy International, Inc. (a) 210,560 12,705,190 
Universal Electronics, Inc. (a) 344,209 17,262,081 
  30,105,282 
Leisure Products - 1.0%   
Malibu Boats, Inc. Class A (a) 529,100 6,915,337 
Vista Outdoor, Inc. (a) 250,000 12,052,500 
  18,967,837 
Media - 0.8%   
Gray Television, Inc. (a) 66,841 878,959 
Live Nation Entertainment, Inc. (a) 410,200 9,311,540 
Starz Series A (a) 163,945 4,660,956 
  14,851,455 
Specialty Retail - 0.2%   
Winmark Corp. 34,081 3,215,883 
Textiles, Apparel & Luxury Goods - 0.8%   
G-III Apparel Group Ltd. (a) 271,800 13,416,048 
Unifi, Inc. (a) 44,886 1,071,429 
  14,487,477 
TOTAL CONSUMER DISCRETIONARY  284,550,617 
CONSUMER STAPLES - 2.6%   
Food & Staples Retailing - 1.3%   
Casey's General Stores, Inc. 190,900 23,049,266 
Food Products - 1.3%   
Post Holdings, Inc. (a) 180,000 10,530,000 
TreeHouse Foods, Inc. (a) 165,000 13,094,400 
  23,624,400 
TOTAL CONSUMER STAPLES  46,673,666 
ENERGY - 1.8%   
Energy Equipment & Services - 1.7%   
Dril-Quip, Inc. (a) 83,700 4,908,168 
Frank's International NV 300,000 4,389,000 
Oil States International, Inc. (a) 390,000 11,009,700 
Superior Drilling Products, Inc. (a)(c) 1,133,901 2,551,277 
Tesco Corp. 972,960 6,616,128 
Xtreme Drilling & Coil Services Corp. (a) 1,289,000 1,536,605 
  31,010,878 
Oil, Gas & Consumable Fuels - 0.1%   
StealthGas, Inc. (a) 859,100 2,319,570 
TOTAL ENERGY  33,330,448 
FINANCIALS - 10.0%   
Banks - 2.9%   
Commerce Bancshares, Inc. 336,000 13,819,680 
Eagle Bancorp, Inc. (a) 150,000 7,086,000 
Investors Bancorp, Inc. 1,000,000 11,690,000 
Pacific Premier Bancorp, Inc. (a) 1,002,186 20,574,879 
  53,170,559 
Consumer Finance - 0.4%   
Navient Corp. 720,000 6,883,200 
Diversified Financial Services - 1.5%   
FactSet Research Systems, Inc. 90,000 13,563,000 
MSCI, Inc. Class A 210,000 14,456,400 
  28,019,400 
Insurance - 1.3%   
First American Financial Corp. 388,000 13,335,560 
ProAssurance Corp. 190,000 9,522,800 
  22,858,360 
Real Estate Investment Trusts - 3.0%   
Coresite Realty Corp. 320,000 20,524,800 
Store Capital Corp. 772,300 19,145,317 
Sun Communities, Inc. 220,000 14,649,800 
  54,319,917 
Thrifts & Mortgage Finance - 0.9%   
Meridian Bancorp, Inc. 1,216,834 17,096,518 
TOTAL FINANCIALS  182,347,954 
HEALTH CARE - 22.7%   
Biotechnology - 5.3%   
Alder Biopharmaceuticals, Inc. (a) 100,000 2,418,000 
Amicus Therapeutics, Inc. (a)(b) 699,700 4,226,188 
Anacor Pharmaceuticals, Inc. (a) 145,486 10,930,363 
Blueprint Medicines Corp. (b) 250,000 3,930,000 
Cara Therapeutics, Inc. (a) 147,266 1,325,394 
Cellectis SA sponsored ADR 129,100 2,886,676 
Chimerix, Inc. (a) 210,100 1,617,770 
Coherus BioSciences, Inc. (a)(b) 306,150 4,059,549 
Curis, Inc. (a) 998,200 1,637,048 
DBV Technologies SA sponsored ADR (a) 154,188 4,007,346 
Dyax Corp. rights 12/31/19 380,400 1,065,120 
Dynavax Technologies Corp. (a)(b) 391,625 9,434,246 
Edge Therapeutics, Inc. (a)(b) 181,800 2,019,798 
Heron Therapeutics, Inc. (a)(b) 262,200 5,503,578 
Insmed, Inc. (a) 223,400 2,948,880 
Intercept Pharmaceuticals, Inc. (a) 31,600 3,356,868 
La Jolla Pharmaceutical Co. (a) 152,622 2,702,936 
Lion Biotechnologies, Inc. (a)(b) 410,000 2,455,900 
Mirati Therapeutics, Inc. (a) 177,354 3,818,432 
Novavax, Inc. (a) 1,717,697 8,846,140 
OncoMed Pharmaceuticals, Inc. (a)(b) 80,739 746,836 
Portola Pharmaceuticals, Inc. (a) 180,000 5,945,400 
ProNai Therapeutics, Inc. (a)(b) 193,800 1,604,664 
TESARO, Inc. (a) 100,000 3,454,000 
Ultragenyx Pharmaceutical, Inc. (a) 110,000 6,176,500 
  97,117,632 
Health Care Equipment & Supplies - 7.5%   
Cantel Medical Corp. 71,379 4,237,771 
CONMED Corp. 91,962 3,397,076 
Hill-Rom Holdings, Inc. 330,000 16,130,400 
Integra LifeSciences Holdings Corp. (a) 150,000 9,217,500 
Nevro Corp. (a) 221,200 13,667,948 
NxStage Medical, Inc. (a) 1,670,300 31,602,076 
Steris PLC 400,000 27,696,000 
Teleflex, Inc. 70,000 9,498,300 
The Spectranetics Corp. (a) 13,300 160,265 
Vascular Solutions, Inc. (a) 200,000 5,472,000 
Wright Medical Group NV (a) 772,129 15,403,974 
  136,483,310 
Health Care Providers & Services - 4.8%   
Aceto Corp. 350,000 7,997,500 
Amedisys, Inc. (a) 220,000 7,865,000 
Civitas Solutions, Inc. (a) 116,883 2,812,205 
HealthEquity, Inc. (a) 468,000 10,085,400 
LHC Group, Inc. (a) 100,000 3,792,000 
Molina Healthcare, Inc. (a) 30,000 1,647,300 
Providence Service Corp. (a) 266,229 11,820,568 
Surgical Care Affiliates, Inc. (a) 720,917 30,761,528 
Teladoc, Inc. (b) 345,000 5,602,800 
VCA, Inc. (a) 90,000 4,614,300 
  86,998,601 
Health Care Technology - 1.6%   
athenahealth, Inc. (a)(b) 110,557 15,676,983 
Nexus AG 4,600 87,144 
Press Ganey Holdings, Inc. (b) 230,000 6,796,500 
Veeva Systems, Inc. Class A (a) 55,047 1,326,633 
Vocera Communications, Inc. (a) 297,994 4,288,134 
  28,175,394 
Life Sciences Tools & Services - 1.3%   
Accelerate Diagnostics, Inc. (a)(b) 590,000 8,737,900 
Bruker Corp. (a) 641,500 14,324,695 
  23,062,595 
Pharmaceuticals - 2.2%   
DepoMed, Inc. (a)(b) 580,000 8,897,200 
Prestige Brands Holdings, Inc. (a) 304,175 14,198,889 
SCYNEXIS, Inc. (a) 476,100 2,175,777 
The Medicines Company (a) 200,000 6,912,000 
TherapeuticsMD, Inc. (a) 1,019,345 7,288,317 
  39,472,183 
TOTAL HEALTH CARE  411,309,715 
INDUSTRIALS - 11.9%   
Aerospace & Defense - 2.4%   
Aerojet Rocketdyne Holdings, Inc. (a) 430,013 7,073,714 
BWX Technologies, Inc. 561,000 16,796,340 
Huntington Ingalls Industries, Inc. 110,000 14,066,800 
Teledyne Technologies, Inc. (a) 60,000 4,875,000 
  42,811,854 
Building Products - 1.8%   
A.O. Smith Corp. 95,000 6,635,750 
Gibraltar Industries, Inc. (a) 484,467 10,290,079 
Universal Forest Products, Inc. 240,000 16,533,600 
  33,459,429 
Commercial Services & Supplies - 2.4%   
Deluxe Corp. 250,000 13,975,000 
Knoll, Inc. 907,500 16,652,625 
Matthews International Corp. Class A 240,018 11,979,298 
  42,606,923 
Construction & Engineering - 0.2%   
Comfort Systems U.S.A., Inc. 138,782 3,933,082 
Electrical Equipment - 0.8%   
AZZ, Inc. 130,000 6,692,400 
EnerSys 160,000 7,748,800 
  14,441,200 
Machinery - 1.2%   
Hillenbrand, Inc. 298,954 8,095,674 
Mueller Industries, Inc. 209,728 5,337,578 
Toro Co. 120,000 8,942,400 
  22,375,652 
Marine - 0.6%   
Matson, Inc. 290,000 11,718,900 
Professional Services - 1.9%   
CBIZ, Inc. (a) 1,216,100 12,282,610 
Exponent, Inc. 200,000 10,262,000 
GP Strategies Corp. (a) 200,557 4,851,474 
On Assignment, Inc. (a) 180,000 6,957,000 
  34,353,084 
Road & Rail - 0.6%   
Swift Transporation Co. (a)(b) 650,000 10,601,500 
TOTAL INDUSTRIALS  216,301,624 
INFORMATION TECHNOLOGY - 23.7%   
Communications Equipment - 0.4%   
CommScope Holding Co., Inc. (a) 340,000 7,622,800 
Electronic Equipment & Components - 0.8%   
ePlus, Inc. (a) 150,000 14,206,500 
Internet Software & Services - 5.5%   
Cimpress NV (a)(b) 15,435 1,211,956 
Cvent, Inc. (a) 485,560 12,823,640 
Demandware, Inc. (a) 199,313 8,456,851 
GoDaddy, Inc. (a)(b) 400,000 12,196,000 
Gogo, Inc. (a)(b) 620,488 9,028,100 
New Relic, Inc. (a) 25,100 708,322 
Stamps.com, Inc. (a) 358,711 33,654,266 
WebMD Health Corp. (a)(b) 425,000 21,721,750 
  99,800,885 
IT Services - 8.1%   
Broadridge Financial Solutions, Inc. 150,100 8,039,356 
CSG Systems International, Inc. 340,000 11,879,600 
Euronet Worldwide, Inc. (a) 215,000 17,150,550 
Gartner, Inc. Class A (a) 330,596 29,056,082 
Genpact Ltd. (a) 430,000 10,285,600 
Global Payments, Inc. 546,000 32,186,700 
Mattersight Corp. (a)(b)(c) 1,854,975 10,128,164 
Maximus, Inc. 189,167 10,095,843 
Perficient, Inc. (a) 449,112 8,555,584 
Virtusa Corp. (a) 200,000 8,944,000 
  146,321,479 
Semiconductors & Semiconductor Equipment - 1.5%   
Cirrus Logic, Inc. (a)(b) 511,432 17,756,919 
Monolithic Power Systems, Inc. 150,000 9,385,500 
Semtech Corp. (a) 41,541 834,974 
  27,977,393 
Software - 7.4%   
Atlassian Corp. PLC 255,300 5,302,581 
Blackbaud, Inc. 380,000 23,362,400 
Cadence Design Systems, Inc. (a) 886,200 17,334,072 
Callidus Software, Inc. (a) 232,512 3,587,660 
Fleetmatics Group PLC (a) 395,000 17,146,950 
HubSpot, Inc. (a) 477,490 19,381,319 
Paylocity Holding Corp. (a)(b) 233,400 7,263,408 
RealPage, Inc. (a) 470,000 9,066,300 
RingCentral, Inc. (a) 320,000 6,982,400 
Tyler Technologies, Inc. (a) 155,000 24,344,300 
  133,771,390 
TOTAL INFORMATION TECHNOLOGY  429,700,447 
MATERIALS - 3.1%   
Chemicals - 1.5%   
Axiall Corp. 800,000 14,344,000 
Codexis, Inc. (a) 442,129 1,790,622 
Innospec, Inc. 220,000 10,967,000 
  27,101,622 
Containers & Packaging - 1.5%   
Aptargroup, Inc. 101,876 7,426,760 
Avery Dennison Corp. 125,000 7,611,250 
Graphic Packaging Holding Co. 1,050,200 11,930,272 
  26,968,282 
Paper & Forest Products - 0.1%   
TFS Corp. Ltd. (b) 2,443,636 2,246,923 
TOTAL MATERIALS  56,316,827 
TELECOMMUNICATION SERVICES - 1.3%   
Diversified Telecommunication Services - 1.3%   
8x8, Inc. (a) 500,000 6,280,000 
inContact, Inc. (a) 1,214,000 10,501,100 
Vonage Holdings Corp. (a) 1,485,436 7,620,287 
  24,401,387 
TOTAL COMMON STOCKS   
(Cost $1,714,294,780)  1,684,932,685 
Money Market Funds - 12.9%   
Fidelity Cash Central Fund, 0.38% (d) 96,060,417 96,060,417 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 138,061,480 138,061,480 
TOTAL MONEY MARKET FUNDS   
(Cost $234,121,897)  234,121,897 
Equity Funds - 2.1%   
Small Growth Funds - 2.1%   
iShares Russell 2000 Growth Index ETF (b)   
(Cost $39,322,310) 315,000 39,223,800 
TOTAL INVESTMENT PORTFOLIO - 107.8%   
(Cost $1,987,738,987)  1,958,278,382 
NET OTHER ASSETS (LIABILITIES) - (7.8)%  (142,440,221) 
NET ASSETS - 100%  $1,815,838,161 

Security Type Abbreviations

ETF – Exchange Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Affiliated company

 (d) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (e) Investment made with cash collateral received from securities on loan.


Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $82,098 
Fidelity Securities Lending Cash Central Fund 1,453,834 
Total $1,535,932 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
2U, Inc. $40,893,251 $31,536,253 $3,375,776 $-- $47,855,994 
Mattersight Corp. 12,150,086 -- -- -- 10,128,164 
Superior Drilling Products, Inc. 1,928,281 -- 37,522 -- 2,551,277 
Total $54,971,618 $31,536,253 $3,413,298 $-- $60,535,435 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $284,550,617 $284,550,617 $-- $-- 
Consumer Staples 46,673,666 46,673,666 -- -- 
Energy 33,330,448 33,330,448 -- -- 
Financials 182,347,954 182,347,954 -- -- 
Health Care 411,309,715 410,157,451 87,144 1,065,120 
Industrials 216,301,624 216,301,624 -- -- 
Information Technology 429,700,447 429,700,447 -- -- 
Materials 56,316,827 54,069,904 2,246,923 -- 
Telecommunication Services 24,401,387 24,401,387 -- -- 
Money Market Funds 234,121,897 234,121,897 -- -- 
Equity Funds 39,223,800 39,223,800 -- -- 
Total Investments in Securities: $1,958,278,382 $1,954,879,195 $2,334,067 $1,065,120 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $138,209,768) — See accompanying schedule:
Unaffiliated issuers (cost $1,687,190,375) 
$1,663,621,050  
Fidelity Central Funds (cost $234,121,897) 234,121,897  
Other affiliated issuers (cost $66,426,715) 60,535,435  
Total Investments (cost $1,987,738,987)  $1,958,278,382 
Cash  1,498,090 
Foreign currency held at value (cost $36,806)  36,608 
Receivable for investments sold  56,805,431 
Receivable for fund shares sold  3,869,354 
Dividends receivable  126,725 
Distributions receivable from Fidelity Central Funds  452,236 
Prepaid expenses  2,652 
Other receivables  38,176 
Total assets  2,021,107,654 
Liabilities   
Payable for investments purchased $61,818,193  
Payable for fund shares redeemed 3,519,273  
Accrued management fee 1,296,120  
Distribution and service plan fees payable 103,307  
Other affiliated payables 432,695  
Other payables and accrued expenses 38,425  
Collateral on securities loaned, at value 138,061,480  
Total liabilities  205,269,493 
Net Assets  $1,815,838,161 
Net Assets consist of:   
Paid in capital  $1,907,475,409 
Accumulated net investment loss  (3,822,741) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (58,352,721) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  (29,461,786) 
Net Assets  $1,815,838,161 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($146,714,670 ÷ 8,965,749 shares)  $16.36 
Maximum offering price per share (100/94.25 of $16.36)  $17.36 
Class T:   
Net Asset Value and redemption price per share ($47,555,183 ÷ 2,975,761 shares)  $15.98 
Maximum offering price per share (100/96.50 of $15.98)  $16.56 
Class B:   
Net Asset Value and offering price per share ($1,471,270 ÷ 97,417 shares)(a)  $15.10 
Class C:   
Net Asset Value and offering price per share ($60,995,304 ÷ 4,062,692 shares)(a)  $15.01 
Small Cap Growth:   
Net Asset Value, offering price and redemption price per share ($1,430,546,797 ÷ 84,667,789 shares)  $16.90 
Class I:   
Net Asset Value, offering price and redemption price per share ($128,554,937 ÷ 7,592,754 shares)  $16.93 

 (a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.


See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $5,461,117 
Interest  15 
Income from Fidelity Central Funds (including $1,453,834 from security lending)  1,535,932 
Total income  6,997,064 
Expenses   
Management fee   
Basic fee $6,324,712  
Performance adjustment 1,195,467  
Transfer agent fees 2,220,905  
Distribution and service plan fees 612,381  
Accounting and security lending fees 293,075  
Custodian fees and expenses 30,004  
Independent trustees' compensation 3,850  
Registration fees 166,949  
Audit 33,167  
Legal 3,375  
Miscellaneous 4,679  
Total expenses before reductions 10,888,564  
Expense reductions (68,759) 10,819,805 
Net investment income (loss)  (3,822,741) 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (52,952,176)  
Other affiliated issuers (178,011)  
Foreign currency transactions (11,321)  
Total net realized gain (loss)  (53,141,508) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(276,851,624)  
Assets and liabilities in foreign currencies 11,758  
Total change in net unrealized appreciation (depreciation)  (276,839,866) 
Net gain (loss)  (329,981,374) 
Net increase (decrease) in net assets resulting from operations  $(333,804,115) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $(3,822,741) $(5,784,041) 
Net realized gain (loss) (53,141,508) 108,754,619 
Change in net unrealized appreciation (depreciation) (276,839,866) 166,432,213 
Net increase (decrease) in net assets resulting from operations (333,804,115) 269,402,791 
Distributions to shareholders from net realized gain (71,394,910) (103,188,484) 
Share transactions - net increase (decrease) 542,860,559 214,155,809 
Redemption fees 530,486 177,411 
Total increase (decrease) in net assets 138,192,020 380,547,527 
Net Assets   
Beginning of period 1,677,646,141 1,297,098,614 
End of period (including accumulated net investment loss of $3,822,741 and undistributed net investment income of $0, respectively) $1,815,838,161 $1,677,646,141 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class A

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $20.55 $17.99 $19.66 $15.87 $16.42 $12.66 
Income from Investment Operations       
Net investment income (loss)A (.06) (.13) (.12) (.04) (.07)B (.07)C 
Net realized and unrealized gain (loss) (3.36) 4.23 1.69 4.87 (.16) 3.84 
Total from investment operations (3.42) 4.10 1.57 4.83 (.23) 3.77 
Distributions from net realized gain (.78) (1.54) (3.24) (1.04) (.32) (.01)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.36 $20.55 $17.99 $19.66 $15.87 $16.42 
Total ReturnF,G,H (17.09)% 24.46% 8.58% 32.20% (1.14)% 29.78% 
Ratios to Average Net AssetsI,J       
Expenses before reductions 1.39%K 1.21% 1.22% 1.24% 1.35% 1.25% 
Expenses net of fee waivers, if any 1.39%K 1.21% 1.22% 1.24% 1.35% 1.25% 
Expenses net of all reductions 1.38%K 1.20% 1.22% 1.22% 1.34% 1.23% 
Net investment income (loss) (.61)%K (.67)% (.62)% (.26)% (.49)%B (.47)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $146,715 $123,370 $88,822 $74,978 $59,684 $67,272 
Portfolio turnover rateL 133%K 156% 148%M 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61) %.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Total returns do not include the effect of the sales charges.

 I Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 K Annualized

 L Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 M Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class T

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $20.08 $17.66 $19.38 $15.68 $16.27 $12.57 
Income from Investment Operations       
Net investment income (loss)A (.08) (.17) (.16) (.09) (.11)B (.11)C 
Net realized and unrealized gain (loss) (3.28) 4.13 1.66 4.82 (.16) 3.81 
Total from investment operations (3.36) 3.96 1.50 4.73 (.27) 3.70 
Distributions from net realized gain (.75) (1.54) (3.22) (1.03) (.32) – 
Redemption fees added to paid in capitalA .01 D D D D D 
Net asset value, end of period $15.98 $20.08 $17.66 $19.38 $15.68 $16.27 
Total ReturnE,F,G (17.19)% 24.10% 8.30% 31.87% (1.41)% 29.44% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.67%J 1.49% 1.50% 1.49% 1.61% 1.50% 
Expenses net of fee waivers, if any 1.67%J 1.48% 1.50% 1.49% 1.61% 1.50% 
Expenses net of all reductions 1.66%J 1.47% 1.49% 1.48% 1.60% 1.49% 
Net investment income (loss) (.89)%J (.95)% (.90)% (.52)% (.74)%B (.73)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $47,555 $52,667 $42,586 $34,686 $27,658 $30,764 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.83) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class B

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.99 $16.86 $18.65 $15.19 $15.86 $12.30 
Income from Investment Operations       
Net investment income (loss)A (.12) (.25) (.25) (.16) (.18)B (.18)C 
Net realized and unrealized gain (loss) (3.11) 3.92 1.60 4.64 (.17) 3.74 
Total from investment operations (3.23) 3.67 1.35 4.48 (.35) 3.56 
Distributions from net realized gain (.67) (1.54) (3.14) (1.02) (.32) – 
Redemption fees added to paid in capitalA .01 D D D D D 
Net asset value, end of period $15.10 $18.99 $16.86 $18.65 $15.19 $15.86 
Total ReturnE,F,G (17.43)% 23.48% 7.73% 31.25% (1.96)% 28.94% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.19%J 2.01% 2.01% 1.99% 2.10% 2.00% 
Expenses net of fee waivers, if any 2.19%J 2.01% 2.01% 1.99% 2.10% 2.00% 
Expenses net of all reductions 2.18%J 2.00% 2.01% 1.97% 2.09% 1.98% 
Net investment income (loss) (1.41)%J (1.47)% (1.41)% (1.01)% (1.23)%B (1.22)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,471 $2,357 $2,764 $3,486 $4,123 $5,295 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the contingent deferred sales charge.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class C

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.90 $16.78 $18.62 $15.16 $15.83 $12.28 
Income from Investment Operations       
Net investment income (loss)A (.12) (.25) (.25) (.16) (.18)B (.18)C 
Net realized and unrealized gain (loss) (3.08) 3.91 1.59 4.64 (.17) 3.73 
Total from investment operations (3.20) 3.66 1.34 4.48 (.35) 3.55 
Distributions from net realized gain (.69) (1.54) (3.18) (1.02) (.32) – 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $15.01 $18.90 $16.78 $18.62 $15.16 $15.83 
Total ReturnE,F,G (17.45)% 23.53% 7.70% 31.32% (1.96)% 28.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.17%J 2.00% 2.01% 1.99% 2.10% 2.00% 
Expenses net of fee waivers, if any 2.17%J 2.00% 2.00% 1.99% 2.10% 2.00% 
Expenses net of all reductions 2.17%J 1.99% 2.00% 1.97% 2.09% 1.98% 
Net investment income (loss) (1.39)%J (1.46)% (1.41)% (1.01)% (1.24)%B (1.22)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $60,995 $55,671 $42,215 $32,756 $24,683 $24,914 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the contingent deferred sales charge.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $21.20 $18.45 $20.07 $16.14 $16.65 $12.81 
Income from Investment Operations       
Net investment income (loss)A (.03) (.07) (.06) .01 (.03)B (.03)C 
Net realized and unrealized gain (loss) (3.47) 4.36 1.71 4.98 (.16) 3.90 
Total from investment operations (3.50) 4.29 1.65 4.99 (.19) 3.87 
Distributions from net realized gain (.81) (1.54) (3.27) (1.06) (.32) (.03)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.90 $21.20 $18.45 $20.07 $16.14 $16.65 
Total ReturnF,G (16.97)% 24.91% 8.87% 32.74% (.88)% 30.20% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.14%J .91% .91% .90% 1.03% .95% 
Expenses net of fee waivers, if any 1.13%J .91% .90% .90% 1.03% .95% 
Expenses net of all reductions 1.13%J .90% .90% .88% 1.02% .93% 
Net investment income (loss) (.35)%J (.37)% (.31)% .08% (.16)%B (.17)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,430,547 $1,345,684 $1,069,105 $1,315,659 $1,166,101 $1,382,688 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31) %.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class I

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $21.24 $18.49 $20.10 $16.17 $16.68 $12.83 
Income from Investment Operations       
Net investment income (loss)A (.03) (.07) (.06) .01 (.03)B (.03)C 
Net realized and unrealized gain (loss) (3.48) 4.36 1.72 4.98 (.16) 3.91 
Total from investment operations (3.51) 4.29 1.66 4.99 (.19) 3.88 
Distributions from net realized gain (.81) (1.54) (3.27) (1.06) (.32) (.03)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.93 $21.24 $18.49 $20.10 $16.17 $16.68 
Total ReturnF,G (16.99)% 24.85% 8.89% 32.65% (.88)% 30.24% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.10%J .93% .92% .92% 1.06% .94% 
Expenses net of fee waivers, if any 1.10%J .93% .92% .92% 1.06% .94% 
Expenses net of all reductions 1.09%J .91% .92% .91% 1.05% .93% 
Net investment income (loss) (.32)%J (.39)% (.32)% .06% (.19)%B (.17)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $128,555 $97,897 $51,607 $51,158 $36,694 $41,440 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.30) %.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth and Class I shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. 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.

During the period, the Board of Trustees approved the conversion of all existing Class B shares into Class A shares, effective on or about July 1, 2016, regardless of the length of times shares have been held.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $140,469,918 
Gross unrealized depreciation (179,315,659) 
Net unrealized appreciation (depreciation) on securities $(38,845,741) 
Tax cost $1,997,124,123 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,583,055,509 and $1,159,316,197, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .83% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $170,431 $- 
Class T .25% .25% 126,693 
Class B .75% .25% 9,477 7,108 
Class C .75% .25% 305,780 89,202 
   $612,381 $96,310 

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 Retained
by FDC 
Class A $75,745 
Class T 9,304 
Class B(a) 178 
Class C(a) 5,760 
 $90,987 

 (a) When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.


Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $168,349 .25 
Class T 70,180 .28 
Class B 2,888 .30 
Class C 86,626 .28 
Small Cap Growth 1,771,102 .25 
Class I 121,760 .21 
 $2,220,905  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $41,003 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,182 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $9,721,986. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $135,856 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $61,599 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $211.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $6,949.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net realized gain   
Class A $5,181,395 $7,463,655 
Class T 2,020,848 3,715,268 
Class B 78,117 242,938 
Class C 2,268,668 3,707,592 
Small Cap Growth 57,632,579 83,762,458 
Class I 4,213,303 4,296,573 
Total $71,394,910 $103,188,484 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 3,788,380 2,167,593 $69,322,533 $41,925,439 
Reinvestment of distributions 264,882 412,446 5,002,118 7,203,479 
Shares redeemed (1,089,932) (1,515,208) (19,532,200) (27,623,856) 
Net increase (decrease) 2,963,330 1,064,831 $54,792,451 $21,505,062 
Class T     
Shares sold 614,464 659,898 $11,042,487 $12,282,234 
Reinvestment of distributions 107,630 211,200 1,987,314 3,613,802 
Shares redeemed (368,566) (660,724) (6,582,314) (11,765,139) 
Net increase (decrease) 353,528 210,374 $6,447,487 $4,130,897 
Class B     
Shares sold 5,563 11,802 $90,672 $209,809 
Reinvestment of distributions 4,376 14,482 76,516 235,501 
Shares redeemed (36,629) (66,110) (623,367) (1,127,352) 
Net increase (decrease) (26,690) (39,826) $(456,179) $(682,042) 
Class C     
Shares sold 1,483,971 992,298 $25,270,133 $17,729,436 
Reinvestment of distributions 125,336 216,825 2,178,654 3,508,500 
Shares redeemed (492,824) (778,826) (7,982,478) (13,034,787) 
Net increase (decrease) 1,116,483 430,297 $19,466,309 $8,203,149 
Small Cap Growth     
Shares sold 30,093,908 23,816,242 $567,615,388 $475,203,336 
Reinvestment of distributions 2,848,706 4,527,816 55,506,569 81,276,349 
Shares redeemed (11,760,847) (22,793,867) (217,402,735) (412,013,233) 
Net increase (decrease) 21,181,767 5,550,191 $405,719,222 $144,466,452 
Class I     
Shares sold 4,395,489 2,387,318 $82,906,484 $47,676,724 
Reinvestment of distributions 199,940 220,272 3,903,639 3,963,647 
Shares redeemed (1,612,638) (789,017) (29,918,854) (15,108,080) 
Net increase (decrease) 2,982,791 1,818,573 $56,891,269 $36,532,291 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.39%    
Actual  $1,000.00 $829.10 $6.39 
Hypothetical-C  $1,000.00 $1,018.15 $7.05 
Class T 1.67%    
Actual  $1,000.00 $828.10 $7.67 
Hypothetical-C  $1,000.00 $1,016.74 $8.47 
Class B 2.19%    
Actual  $1,000.00 $825.70 $10.05 
Hypothetical-C  $1,000.00 $1,014.13 $11.09 
Class C 2.17%    
Actual  $1,000.00 $825.50 $9.96 
Hypothetical-C  $1,000.00 $1,014.23 $10.99 
Small Cap Growth 1.13%    
Actual  $1,000.00 $830.30 $5.20 
Hypothetical-C  $1,000.00 $1,019.46 $5.74 
Class I 1.10%    
Actual  $1,000.00 $830.10 $5.06 
Hypothetical-C  $1,000.00 $1,019.61 $5.58 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

ASCPI-SANN-0316
1.803725.112


Fidelity Advisor® Small Cap Growth Fund -
Class A, Class T, Class B and Class C



Semi-Annual Report

January 31, 2016

Class A, Class T, Class B and Class C are classes of Fidelity® Small Cap Growth Fund




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
2U, Inc. 2.6 2.4 
Stamps.com, Inc. 1.8 0.8 
Global Payments, Inc. 1.8 1.4 
NxStage Medical, Inc. 1.7 0.5 
Surgical Care Affiliates, Inc. 1.7 0.9 
Gartner, Inc. Class A 1.6 1.2 
Vail Resorts, Inc. 1.6 1.2 
Bright Horizons Family Solutions, Inc. 1.6 0.0 
Steris PLC 1.5 0.0 
Tyler Technologies, Inc. 1.3 0.0 
 17.2  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 23.7 24.4 
Health Care 22.7 29.2 
Consumer Discretionary 15.7 17.3 
Industrials 11.9 14.5 
Financials 10.0 5.3 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 92.8% 
   Other Investments 2.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.1% 


 * Foreign investments - 5.6%


As of July 31, 2015* 
   Stocks 96.0% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.1% 


 * Foreign investments - 3.6%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.8%   
 Shares Value 
CONSUMER DISCRETIONARY - 15.7%   
Auto Components - 0.8%   
Tenneco, Inc. (a) 285,288 $10,900,854 
Visteon Corp. 69,100 4,621,408 
  15,522,262 
Distributors - 0.6%   
Pool Corp. 120,000 10,140,000 
Diversified Consumer Services - 5.9%   
2U, Inc. (a)(b)(c) 2,370,282 47,855,994 
Bright Horizons Family Solutions, Inc. (a) 402,100 28,215,357 
Service Corp. International 417,400 10,096,906 
ServiceMaster Global Holdings, Inc. (a) 480,000 20,260,800 
  106,429,057 
Hotels, Restaurants & Leisure - 3.9%   
Dave & Buster's Entertainment, Inc. (a) 362,800 13,158,756 
DineEquity, Inc. 90,000 7,642,800 
Sonic Corp. 290,000 8,520,200 
Vail Resorts, Inc. 231,000 28,875,000 
Wingstop, Inc. (b) 520,800 12,634,608 
  70,831,364 
Household Durables - 1.7%   
NACCO Industries, Inc. Class A 2,900 138,011 
Tempur Sealy International, Inc. (a) 210,560 12,705,190 
Universal Electronics, Inc. (a) 344,209 17,262,081 
  30,105,282 
Leisure Products - 1.0%   
Malibu Boats, Inc. Class A (a) 529,100 6,915,337 
Vista Outdoor, Inc. (a) 250,000 12,052,500 
  18,967,837 
Media - 0.8%   
Gray Television, Inc. (a) 66,841 878,959 
Live Nation Entertainment, Inc. (a) 410,200 9,311,540 
Starz Series A (a) 163,945 4,660,956 
  14,851,455 
Specialty Retail - 0.2%   
Winmark Corp. 34,081 3,215,883 
Textiles, Apparel & Luxury Goods - 0.8%   
G-III Apparel Group Ltd. (a) 271,800 13,416,048 
Unifi, Inc. (a) 44,886 1,071,429 
  14,487,477 
TOTAL CONSUMER DISCRETIONARY  284,550,617 
CONSUMER STAPLES - 2.6%   
Food & Staples Retailing - 1.3%   
Casey's General Stores, Inc. 190,900 23,049,266 
Food Products - 1.3%   
Post Holdings, Inc. (a) 180,000 10,530,000 
TreeHouse Foods, Inc. (a) 165,000 13,094,400 
  23,624,400 
TOTAL CONSUMER STAPLES  46,673,666 
ENERGY - 1.8%   
Energy Equipment & Services - 1.7%   
Dril-Quip, Inc. (a) 83,700 4,908,168 
Frank's International NV 300,000 4,389,000 
Oil States International, Inc. (a) 390,000 11,009,700 
Superior Drilling Products, Inc. (a)(c) 1,133,901 2,551,277 
Tesco Corp. 972,960 6,616,128 
Xtreme Drilling & Coil Services Corp. (a) 1,289,000 1,536,605 
  31,010,878 
Oil, Gas & Consumable Fuels - 0.1%   
StealthGas, Inc. (a) 859,100 2,319,570 
TOTAL ENERGY  33,330,448 
FINANCIALS - 10.0%   
Banks - 2.9%   
Commerce Bancshares, Inc. 336,000 13,819,680 
Eagle Bancorp, Inc. (a) 150,000 7,086,000 
Investors Bancorp, Inc. 1,000,000 11,690,000 
Pacific Premier Bancorp, Inc. (a) 1,002,186 20,574,879 
  53,170,559 
Consumer Finance - 0.4%   
Navient Corp. 720,000 6,883,200 
Diversified Financial Services - 1.5%   
FactSet Research Systems, Inc. 90,000 13,563,000 
MSCI, Inc. Class A 210,000 14,456,400 
  28,019,400 
Insurance - 1.3%   
First American Financial Corp. 388,000 13,335,560 
ProAssurance Corp. 190,000 9,522,800 
  22,858,360 
Real Estate Investment Trusts - 3.0%   
Coresite Realty Corp. 320,000 20,524,800 
Store Capital Corp. 772,300 19,145,317 
Sun Communities, Inc. 220,000 14,649,800 
  54,319,917 
Thrifts & Mortgage Finance - 0.9%   
Meridian Bancorp, Inc. 1,216,834 17,096,518 
TOTAL FINANCIALS  182,347,954 
HEALTH CARE - 22.7%   
Biotechnology - 5.3%   
Alder Biopharmaceuticals, Inc. (a) 100,000 2,418,000 
Amicus Therapeutics, Inc. (a)(b) 699,700 4,226,188 
Anacor Pharmaceuticals, Inc. (a) 145,486 10,930,363 
Blueprint Medicines Corp. (b) 250,000 3,930,000 
Cara Therapeutics, Inc. (a) 147,266 1,325,394 
Cellectis SA sponsored ADR 129,100 2,886,676 
Chimerix, Inc. (a) 210,100 1,617,770 
Coherus BioSciences, Inc. (a)(b) 306,150 4,059,549 
Curis, Inc. (a) 998,200 1,637,048 
DBV Technologies SA sponsored ADR (a) 154,188 4,007,346 
Dyax Corp. rights 12/31/19 380,400 1,065,120 
Dynavax Technologies Corp. (a)(b) 391,625 9,434,246 
Edge Therapeutics, Inc. (a)(b) 181,800 2,019,798 
Heron Therapeutics, Inc. (a)(b) 262,200 5,503,578 
Insmed, Inc. (a) 223,400 2,948,880 
Intercept Pharmaceuticals, Inc. (a) 31,600 3,356,868 
La Jolla Pharmaceutical Co. (a) 152,622 2,702,936 
Lion Biotechnologies, Inc. (a)(b) 410,000 2,455,900 
Mirati Therapeutics, Inc. (a) 177,354 3,818,432 
Novavax, Inc. (a) 1,717,697 8,846,140 
OncoMed Pharmaceuticals, Inc. (a)(b) 80,739 746,836 
Portola Pharmaceuticals, Inc. (a) 180,000 5,945,400 
ProNai Therapeutics, Inc. (a)(b) 193,800 1,604,664 
TESARO, Inc. (a) 100,000 3,454,000 
Ultragenyx Pharmaceutical, Inc. (a) 110,000 6,176,500 
  97,117,632 
Health Care Equipment & Supplies - 7.5%   
Cantel Medical Corp. 71,379 4,237,771 
CONMED Corp. 91,962 3,397,076 
Hill-Rom Holdings, Inc. 330,000 16,130,400 
Integra LifeSciences Holdings Corp. (a) 150,000 9,217,500 
Nevro Corp. (a) 221,200 13,667,948 
NxStage Medical, Inc. (a) 1,670,300 31,602,076 
Steris PLC 400,000 27,696,000 
Teleflex, Inc. 70,000 9,498,300 
The Spectranetics Corp. (a) 13,300 160,265 
Vascular Solutions, Inc. (a) 200,000 5,472,000 
Wright Medical Group NV (a) 772,129 15,403,974 
  136,483,310 
Health Care Providers & Services - 4.8%   
Aceto Corp. 350,000 7,997,500 
Amedisys, Inc. (a) 220,000 7,865,000 
Civitas Solutions, Inc. (a) 116,883 2,812,205 
HealthEquity, Inc. (a) 468,000 10,085,400 
LHC Group, Inc. (a) 100,000 3,792,000 
Molina Healthcare, Inc. (a) 30,000 1,647,300 
Providence Service Corp. (a) 266,229 11,820,568 
Surgical Care Affiliates, Inc. (a) 720,917 30,761,528 
Teladoc, Inc. (b) 345,000 5,602,800 
VCA, Inc. (a) 90,000 4,614,300 
  86,998,601 
Health Care Technology - 1.6%   
athenahealth, Inc. (a)(b) 110,557 15,676,983 
Nexus AG 4,600 87,144 
Press Ganey Holdings, Inc. (b) 230,000 6,796,500 
Veeva Systems, Inc. Class A (a) 55,047 1,326,633 
Vocera Communications, Inc. (a) 297,994 4,288,134 
  28,175,394 
Life Sciences Tools & Services - 1.3%   
Accelerate Diagnostics, Inc. (a)(b) 590,000 8,737,900 
Bruker Corp. (a) 641,500 14,324,695 
  23,062,595 
Pharmaceuticals - 2.2%   
DepoMed, Inc. (a)(b) 580,000 8,897,200 
Prestige Brands Holdings, Inc. (a) 304,175 14,198,889 
SCYNEXIS, Inc. (a) 476,100 2,175,777 
The Medicines Company (a) 200,000 6,912,000 
TherapeuticsMD, Inc. (a) 1,019,345 7,288,317 
  39,472,183 
TOTAL HEALTH CARE  411,309,715 
INDUSTRIALS - 11.9%   
Aerospace & Defense - 2.4%   
Aerojet Rocketdyne Holdings, Inc. (a) 430,013 7,073,714 
BWX Technologies, Inc. 561,000 16,796,340 
Huntington Ingalls Industries, Inc. 110,000 14,066,800 
Teledyne Technologies, Inc. (a) 60,000 4,875,000 
  42,811,854 
Building Products - 1.8%   
A.O. Smith Corp. 95,000 6,635,750 
Gibraltar Industries, Inc. (a) 484,467 10,290,079 
Universal Forest Products, Inc. 240,000 16,533,600 
  33,459,429 
Commercial Services & Supplies - 2.4%   
Deluxe Corp. 250,000 13,975,000 
Knoll, Inc. 907,500 16,652,625 
Matthews International Corp. Class A 240,018 11,979,298 
  42,606,923 
Construction & Engineering - 0.2%   
Comfort Systems U.S.A., Inc. 138,782 3,933,082 
Electrical Equipment - 0.8%   
AZZ, Inc. 130,000 6,692,400 
EnerSys 160,000 7,748,800 
  14,441,200 
Machinery - 1.2%   
Hillenbrand, Inc. 298,954 8,095,674 
Mueller Industries, Inc. 209,728 5,337,578 
Toro Co. 120,000 8,942,400 
  22,375,652 
Marine - 0.6%   
Matson, Inc. 290,000 11,718,900 
Professional Services - 1.9%   
CBIZ, Inc. (a) 1,216,100 12,282,610 
Exponent, Inc. 200,000 10,262,000 
GP Strategies Corp. (a) 200,557 4,851,474 
On Assignment, Inc. (a) 180,000 6,957,000 
  34,353,084 
Road & Rail - 0.6%   
Swift Transporation Co. (a)(b) 650,000 10,601,500 
TOTAL INDUSTRIALS  216,301,624 
INFORMATION TECHNOLOGY - 23.7%   
Communications Equipment - 0.4%   
CommScope Holding Co., Inc. (a) 340,000 7,622,800 
Electronic Equipment & Components - 0.8%   
ePlus, Inc. (a) 150,000 14,206,500 
Internet Software & Services - 5.5%   
Cimpress NV (a)(b) 15,435 1,211,956 
Cvent, Inc. (a) 485,560 12,823,640 
Demandware, Inc. (a) 199,313 8,456,851 
GoDaddy, Inc. (a)(b) 400,000 12,196,000 
Gogo, Inc. (a)(b) 620,488 9,028,100 
New Relic, Inc. (a) 25,100 708,322 
Stamps.com, Inc. (a) 358,711 33,654,266 
WebMD Health Corp. (a)(b) 425,000 21,721,750 
  99,800,885 
IT Services - 8.1%   
Broadridge Financial Solutions, Inc. 150,100 8,039,356 
CSG Systems International, Inc. 340,000 11,879,600 
Euronet Worldwide, Inc. (a) 215,000 17,150,550 
Gartner, Inc. Class A (a) 330,596 29,056,082 
Genpact Ltd. (a) 430,000 10,285,600 
Global Payments, Inc. 546,000 32,186,700 
Mattersight Corp. (a)(b)(c) 1,854,975 10,128,164 
Maximus, Inc. 189,167 10,095,843 
Perficient, Inc. (a) 449,112 8,555,584 
Virtusa Corp. (a) 200,000 8,944,000 
  146,321,479 
Semiconductors & Semiconductor Equipment - 1.5%   
Cirrus Logic, Inc. (a)(b) 511,432 17,756,919 
Monolithic Power Systems, Inc. 150,000 9,385,500 
Semtech Corp. (a) 41,541 834,974 
  27,977,393 
Software - 7.4%   
Atlassian Corp. PLC 255,300 5,302,581 
Blackbaud, Inc. 380,000 23,362,400 
Cadence Design Systems, Inc. (a) 886,200 17,334,072 
Callidus Software, Inc. (a) 232,512 3,587,660 
Fleetmatics Group PLC (a) 395,000 17,146,950 
HubSpot, Inc. (a) 477,490 19,381,319 
Paylocity Holding Corp. (a)(b) 233,400 7,263,408 
RealPage, Inc. (a) 470,000 9,066,300 
RingCentral, Inc. (a) 320,000 6,982,400 
Tyler Technologies, Inc. (a) 155,000 24,344,300 
  133,771,390 
TOTAL INFORMATION TECHNOLOGY  429,700,447 
MATERIALS - 3.1%   
Chemicals - 1.5%   
Axiall Corp. 800,000 14,344,000 
Codexis, Inc. (a) 442,129 1,790,622 
Innospec, Inc. 220,000 10,967,000 
  27,101,622 
Containers & Packaging - 1.5%   
Aptargroup, Inc. 101,876 7,426,760 
Avery Dennison Corp. 125,000 7,611,250 
Graphic Packaging Holding Co. 1,050,200 11,930,272 
  26,968,282 
Paper & Forest Products - 0.1%   
TFS Corp. Ltd. (b) 2,443,636 2,246,923 
TOTAL MATERIALS  56,316,827 
TELECOMMUNICATION SERVICES - 1.3%   
Diversified Telecommunication Services - 1.3%   
8x8, Inc. (a) 500,000 6,280,000 
inContact, Inc. (a) 1,214,000 10,501,100 
Vonage Holdings Corp. (a) 1,485,436 7,620,287 
  24,401,387 
TOTAL COMMON STOCKS   
(Cost $1,714,294,780)  1,684,932,685 
Money Market Funds - 12.9%   
Fidelity Cash Central Fund, 0.38% (d) 96,060,417 96,060,417 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 138,061,480 138,061,480 
TOTAL MONEY MARKET FUNDS   
(Cost $234,121,897)  234,121,897 
Equity Funds - 2.1%   
Small Growth Funds - 2.1%   
iShares Russell 2000 Growth Index ETF (b)   
(Cost $39,322,310) 315,000 39,223,800 
TOTAL INVESTMENT PORTFOLIO - 107.8%   
(Cost $1,987,738,987)  1,958,278,382 
NET OTHER ASSETS (LIABILITIES) - (7.8)%  (142,440,221) 
NET ASSETS - 100%  $1,815,838,161 

Security Type Abbreviations

ETF – Exchange Traded Fund

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Affiliated company

 (d) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (e) Investment made with cash collateral received from securities on loan.


Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $82,098 
Fidelity Securities Lending Cash Central Fund 1,453,834 
Total $1,535,932 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
2U, Inc. $40,893,251 $31,536,253 $3,375,776 $-- $47,855,994 
Mattersight Corp. 12,150,086 -- -- -- 10,128,164 
Superior Drilling Products, Inc. 1,928,281 -- 37,522 -- 2,551,277 
Total $54,971,618 $31,536,253 $3,413,298 $-- $60,535,435 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $284,550,617 $284,550,617 $-- $-- 
Consumer Staples 46,673,666 46,673,666 -- -- 
Energy 33,330,448 33,330,448 -- -- 
Financials 182,347,954 182,347,954 -- -- 
Health Care 411,309,715 410,157,451 87,144 1,065,120 
Industrials 216,301,624 216,301,624 -- -- 
Information Technology 429,700,447 429,700,447 -- -- 
Materials 56,316,827 54,069,904 2,246,923 -- 
Telecommunication Services 24,401,387 24,401,387 -- -- 
Money Market Funds 234,121,897 234,121,897 -- -- 
Equity Funds 39,223,800 39,223,800 -- -- 
Total Investments in Securities: $1,958,278,382 $1,954,879,195 $2,334,067 $1,065,120 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $138,209,768) — See accompanying schedule:
Unaffiliated issuers (cost $1,687,190,375) 
$1,663,621,050  
Fidelity Central Funds (cost $234,121,897) 234,121,897  
Other affiliated issuers (cost $66,426,715) 60,535,435  
Total Investments (cost $1,987,738,987)  $1,958,278,382 
Cash  1,498,090 
Foreign currency held at value (cost $36,806)  36,608 
Receivable for investments sold  56,805,431 
Receivable for fund shares sold  3,869,354 
Dividends receivable  126,725 
Distributions receivable from Fidelity Central Funds  452,236 
Prepaid expenses  2,652 
Other receivables  38,176 
Total assets  2,021,107,654 
Liabilities   
Payable for investments purchased $61,818,193  
Payable for fund shares redeemed 3,519,273  
Accrued management fee 1,296,120  
Distribution and service plan fees payable 103,307  
Other affiliated payables 432,695  
Other payables and accrued expenses 38,425  
Collateral on securities loaned, at value 138,061,480  
Total liabilities  205,269,493 
Net Assets  $1,815,838,161 
Net Assets consist of:   
Paid in capital  $1,907,475,409 
Accumulated net investment loss  (3,822,741) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (58,352,721) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  (29,461,786) 
Net Assets  $1,815,838,161 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($146,714,670 ÷ 8,965,749 shares)  $16.36 
Maximum offering price per share (100/94.25 of $16.36)  $17.36 
Class T:   
Net Asset Value and redemption price per share ($47,555,183 ÷ 2,975,761 shares)  $15.98 
Maximum offering price per share (100/96.50 of $15.98)  $16.56 
Class B:   
Net Asset Value and offering price per share ($1,471,270 ÷ 97,417 shares)(a)  $15.10 
Class C:   
Net Asset Value and offering price per share ($60,995,304 ÷ 4,062,692 shares)(a)  $15.01 
Small Cap Growth:   
Net Asset Value, offering price and redemption price per share ($1,430,546,797 ÷ 84,667,789 shares)  $16.90 
Class I:   
Net Asset Value, offering price and redemption price per share ($128,554,937 ÷ 7,592,754 shares)  $16.93 

 (a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.


See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $5,461,117 
Interest  15 
Income from Fidelity Central Funds (including $1,453,834 from security lending)  1,535,932 
Total income  6,997,064 
Expenses   
Management fee   
Basic fee $6,324,712  
Performance adjustment 1,195,467  
Transfer agent fees 2,220,905  
Distribution and service plan fees 612,381  
Accounting and security lending fees 293,075  
Custodian fees and expenses 30,004  
Independent trustees' compensation 3,850  
Registration fees 166,949  
Audit 33,167  
Legal 3,375  
Miscellaneous 4,679  
Total expenses before reductions 10,888,564  
Expense reductions (68,759) 10,819,805 
Net investment income (loss)  (3,822,741) 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (52,952,176)  
Other affiliated issuers (178,011)  
Foreign currency transactions (11,321)  
Total net realized gain (loss)  (53,141,508) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(276,851,624)  
Assets and liabilities in foreign currencies 11,758  
Total change in net unrealized appreciation (depreciation)  (276,839,866) 
Net gain (loss)  (329,981,374) 
Net increase (decrease) in net assets resulting from operations  $(333,804,115) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $(3,822,741) $(5,784,041) 
Net realized gain (loss) (53,141,508) 108,754,619 
Change in net unrealized appreciation (depreciation) (276,839,866) 166,432,213 
Net increase (decrease) in net assets resulting from operations (333,804,115) 269,402,791 
Distributions to shareholders from net realized gain (71,394,910) (103,188,484) 
Share transactions - net increase (decrease) 542,860,559 214,155,809 
Redemption fees 530,486 177,411 
Total increase (decrease) in net assets 138,192,020 380,547,527 
Net Assets   
Beginning of period 1,677,646,141 1,297,098,614 
End of period (including accumulated net investment loss of $3,822,741 and undistributed net investment income of $0, respectively) $1,815,838,161 $1,677,646,141 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class A

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $20.55 $17.99 $19.66 $15.87 $16.42 $12.66 
Income from Investment Operations       
Net investment income (loss)A (.06) (.13) (.12) (.04) (.07)B (.07)C 
Net realized and unrealized gain (loss) (3.36) 4.23 1.69 4.87 (.16) 3.84 
Total from investment operations (3.42) 4.10 1.57 4.83 (.23) 3.77 
Distributions from net realized gain (.78) (1.54) (3.24) (1.04) (.32) (.01)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.36 $20.55 $17.99 $19.66 $15.87 $16.42 
Total ReturnF,G,H (17.09)% 24.46% 8.58% 32.20% (1.14)% 29.78% 
Ratios to Average Net AssetsI,J       
Expenses before reductions 1.39%K 1.21% 1.22% 1.24% 1.35% 1.25% 
Expenses net of fee waivers, if any 1.39%K 1.21% 1.22% 1.24% 1.35% 1.25% 
Expenses net of all reductions 1.38%K 1.20% 1.22% 1.22% 1.34% 1.23% 
Net investment income (loss) (.61)%K (.67)% (.62)% (.26)% (.49)%B (.47)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $146,715 $123,370 $88,822 $74,978 $59,684 $67,272 
Portfolio turnover rateL 133%K 156% 148%M 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.61) %.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Total returns do not include the effect of the sales charges.

 I Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 K Annualized

 L Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 M Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class T

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $20.08 $17.66 $19.38 $15.68 $16.27 $12.57 
Income from Investment Operations       
Net investment income (loss)A (.08) (.17) (.16) (.09) (.11)B (.11)C 
Net realized and unrealized gain (loss) (3.28) 4.13 1.66 4.82 (.16) 3.81 
Total from investment operations (3.36) 3.96 1.50 4.73 (.27) 3.70 
Distributions from net realized gain (.75) (1.54) (3.22) (1.03) (.32) – 
Redemption fees added to paid in capitalA .01 D D D D D 
Net asset value, end of period $15.98 $20.08 $17.66 $19.38 $15.68 $16.27 
Total ReturnE,F,G (17.19)% 24.10% 8.30% 31.87% (1.41)% 29.44% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.67%J 1.49% 1.50% 1.49% 1.61% 1.50% 
Expenses net of fee waivers, if any 1.67%J 1.48% 1.50% 1.49% 1.61% 1.50% 
Expenses net of all reductions 1.66%J 1.47% 1.49% 1.48% 1.60% 1.49% 
Net investment income (loss) (.89)%J (.95)% (.90)% (.52)% (.74)%B (.73)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $47,555 $52,667 $42,586 $34,686 $27,658 $30,764 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.83) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.86) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class B

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.99 $16.86 $18.65 $15.19 $15.86 $12.30 
Income from Investment Operations       
Net investment income (loss)A (.12) (.25) (.25) (.16) (.18)B (.18)C 
Net realized and unrealized gain (loss) (3.11) 3.92 1.60 4.64 (.17) 3.74 
Total from investment operations (3.23) 3.67 1.35 4.48 (.35) 3.56 
Distributions from net realized gain (.67) (1.54) (3.14) (1.02) (.32) – 
Redemption fees added to paid in capitalA .01 D D D D D 
Net asset value, end of period $15.10 $18.99 $16.86 $18.65 $15.19 $15.86 
Total ReturnE,F,G (17.43)% 23.48% 7.73% 31.25% (1.96)% 28.94% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.19%J 2.01% 2.01% 1.99% 2.10% 2.00% 
Expenses net of fee waivers, if any 2.19%J 2.01% 2.01% 1.99% 2.10% 2.00% 
Expenses net of all reductions 2.18%J 2.00% 2.01% 1.97% 2.09% 1.98% 
Net investment income (loss) (1.41)%J (1.47)% (1.41)% (1.01)% (1.23)%B (1.22)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,471 $2,357 $2,764 $3,486 $4,123 $5,295 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the contingent deferred sales charge.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class C

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.90 $16.78 $18.62 $15.16 $15.83 $12.28 
Income from Investment Operations       
Net investment income (loss)A (.12) (.25) (.25) (.16) (.18)B (.18)C 
Net realized and unrealized gain (loss) (3.08) 3.91 1.59 4.64 (.17) 3.73 
Total from investment operations (3.20) 3.66 1.34 4.48 (.35) 3.55 
Distributions from net realized gain (.69) (1.54) (3.18) (1.02) (.32) – 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $15.01 $18.90 $16.78 $18.62 $15.16 $15.83 
Total ReturnE,F,G (17.45)% 23.53% 7.70% 31.32% (1.96)% 28.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.17%J 2.00% 2.01% 1.99% 2.10% 2.00% 
Expenses net of fee waivers, if any 2.17%J 2.00% 2.00% 1.99% 2.10% 2.00% 
Expenses net of all reductions 2.17%J 1.99% 2.00% 1.97% 2.09% 1.98% 
Net investment income (loss) (1.39)%J (1.46)% (1.41)% (1.01)% (1.24)%B (1.22)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $60,995 $55,671 $42,215 $32,756 $24,683 $24,914 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.32) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.36) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the contingent deferred sales charge.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $21.20 $18.45 $20.07 $16.14 $16.65 $12.81 
Income from Investment Operations       
Net investment income (loss)A (.03) (.07) (.06) .01 (.03)B (.03)C 
Net realized and unrealized gain (loss) (3.47) 4.36 1.71 4.98 (.16) 3.90 
Total from investment operations (3.50) 4.29 1.65 4.99 (.19) 3.87 
Distributions from net realized gain (.81) (1.54) (3.27) (1.06) (.32) (.03)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.90 $21.20 $18.45 $20.07 $16.14 $16.65 
Total ReturnF,G (16.97)% 24.91% 8.87% 32.74% (.88)% 30.20% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.14%J .91% .91% .90% 1.03% .95% 
Expenses net of fee waivers, if any 1.13%J .91% .90% .90% 1.03% .95% 
Expenses net of all reductions 1.13%J .90% .90% .88% 1.02% .93% 
Net investment income (loss) (.35)%J (.37)% (.31)% .08% (.16)%B (.17)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,430,547 $1,345,684 $1,069,105 $1,315,659 $1,166,101 $1,382,688 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.25) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31) %.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Growth Fund Class I

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $21.24 $18.49 $20.10 $16.17 $16.68 $12.83 
Income from Investment Operations       
Net investment income (loss)A (.03) (.07) (.06) .01 (.03)B (.03)C 
Net realized and unrealized gain (loss) (3.48) 4.36 1.72 4.98 (.16) 3.91 
Total from investment operations (3.51) 4.29 1.66 4.99 (.19) 3.88 
Distributions from net realized gain (.81) (1.54) (3.27) (1.06) (.32) (.03)D 
Redemption fees added to paid in capitalA .01 E E E E E 
Net asset value, end of period $16.93 $21.24 $18.49 $20.10 $16.17 $16.68 
Total ReturnF,G (16.99)% 24.85% 8.89% 32.65% (.88)% 30.24% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.10%J .93% .92% .92% 1.06% .94% 
Expenses net of fee waivers, if any 1.10%J .93% .92% .92% 1.06% .94% 
Expenses net of all reductions 1.09%J .91% .92% .91% 1.05% .93% 
Net investment income (loss) (.32)%J (.39)% (.32)% .06% (.19)%B (.17)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $128,555 $97,897 $51,607 $51,158 $36,694 $41,440 
Portfolio turnover rateK 133%J 156% 148%L 142% 150% 106% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.01 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.28) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.30) %.

 D The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Small Cap Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Growth and Class I shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. 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.

During the period, the Board of Trustees approved the conversion of all existing Class B shares into Class A shares, effective on or about July 1, 2016, regardless of the length of times shares have been held.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $140,469,918 
Gross unrealized depreciation (179,315,659) 
Net unrealized appreciation (depreciation) on securities $(38,845,741) 
Tax cost $1,997,124,123 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,583,055,509 and $1,159,316,197, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Small Cap Growth as compared to its benchmark index, the Russell 2000 Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .83% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $170,431 $- 
Class T .25% .25% 126,693 
Class B .75% .25% 9,477 7,108 
Class C .75% .25% 305,780 89,202 
   $612,381 $96,310 

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 Retained
by FDC 
Class A $75,745 
Class T 9,304 
Class B(a) 178 
Class C(a) 5,760 
 $90,987 

 (a) When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.


Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $168,349 .25 
Class T 70,180 .28 
Class B 2,888 .30 
Class C 86,626 .28 
Small Cap Growth 1,771,102 .25 
Class I 121,760 .21 
 $2,220,905  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $41,003 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,182 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $9,721,986. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $135,856 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $61,599 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $211.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $6,949.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net realized gain   
Class A $5,181,395 $7,463,655 
Class T 2,020,848 3,715,268 
Class B 78,117 242,938 
Class C 2,268,668 3,707,592 
Small Cap Growth 57,632,579 83,762,458 
Class I 4,213,303 4,296,573 
Total $71,394,910 $103,188,484 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 3,788,380 2,167,593 $69,322,533 $41,925,439 
Reinvestment of distributions 264,882 412,446 5,002,118 7,203,479 
Shares redeemed (1,089,932) (1,515,208) (19,532,200) (27,623,856) 
Net increase (decrease) 2,963,330 1,064,831 $54,792,451 $21,505,062 
Class T     
Shares sold 614,464 659,898 $11,042,487 $12,282,234 
Reinvestment of distributions 107,630 211,200 1,987,314 3,613,802 
Shares redeemed (368,566) (660,724) (6,582,314) (11,765,139) 
Net increase (decrease) 353,528 210,374 $6,447,487 $4,130,897 
Class B     
Shares sold 5,563 11,802 $90,672 $209,809 
Reinvestment of distributions 4,376 14,482 76,516 235,501 
Shares redeemed (36,629) (66,110) (623,367) (1,127,352) 
Net increase (decrease) (26,690) (39,826) $(456,179) $(682,042) 
Class C     
Shares sold 1,483,971 992,298 $25,270,133 $17,729,436 
Reinvestment of distributions 125,336 216,825 2,178,654 3,508,500 
Shares redeemed (492,824) (778,826) (7,982,478) (13,034,787) 
Net increase (decrease) 1,116,483 430,297 $19,466,309 $8,203,149 
Small Cap Growth     
Shares sold 30,093,908 23,816,242 $567,615,388 $475,203,336 
Reinvestment of distributions 2,848,706 4,527,816 55,506,569 81,276,349 
Shares redeemed (11,760,847) (22,793,867) (217,402,735) (412,013,233) 
Net increase (decrease) 21,181,767 5,550,191 $405,719,222 $144,466,452 
Class I     
Shares sold 4,395,489 2,387,318 $82,906,484 $47,676,724 
Reinvestment of distributions 199,940 220,272 3,903,639 3,963,647 
Shares redeemed (1,612,638) (789,017) (29,918,854) (15,108,080) 
Net increase (decrease) 2,982,791 1,818,573 $56,891,269 $36,532,291 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.39%    
Actual  $1,000.00 $829.10 $6.39 
Hypothetical-C  $1,000.00 $1,018.15 $7.05 
Class T 1.67%    
Actual  $1,000.00 $828.10 $7.67 
Hypothetical-C  $1,000.00 $1,016.74 $8.47 
Class B 2.19%    
Actual  $1,000.00 $825.70 $10.05 
Hypothetical-C  $1,000.00 $1,014.13 $11.09 
Class C 2.17%    
Actual  $1,000.00 $825.50 $9.96 
Hypothetical-C  $1,000.00 $1,014.23 $10.99 
Small Cap Growth 1.13%    
Actual  $1,000.00 $830.30 $5.20 
Hypothetical-C  $1,000.00 $1,019.46 $5.74 
Class I 1.10%    
Actual  $1,000.00 $830.10 $5.06 
Hypothetical-C  $1,000.00 $1,019.61 $5.58 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

ASCP-SANN-0316
1.803717.112


Fidelity® Leveraged Company Stock Fund
Class K



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
LyondellBasell Industries NV Class A 8.1 9.0 
Service Corp. International 6.2 6.2 
Boston Scientific Corp. 4.3 3.4 
Delta Air Lines, Inc. 3.2 2.4 
Bank of America Corp. 3.0 2.9 
Comcast Corp. Class A 2.7 2.3 
General Motors Co. 2.7 2.2 
WestRock Co. 2.6 3.1 
Tenet Healthcare Corp. 2.3 1.7 
Newell Rubbermaid, Inc. 2.3 1.9 
 37.4  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Consumer Discretionary 24.9 26.0 
Health Care 14.8 14.6 
Materials 13.9 14.3 
Industrials 12.4 10.2 
Financials 11.6 12.1 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 97.8% 
   Bonds 0.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.0% 


 * Foreign investments - 14.8%


As of July 31, 2015 * 
   Stocks 96.9% 
   Bonds 0.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.8% 


 * Foreign investments - 16.2%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 24.9%   
Auto Components - 1.7%   
Delphi Automotive PLC 490,700 $31,866 
Tenneco, Inc. (a) 674,800 25,784 
  57,650 
Automobiles - 5.2%   
Ford Motor Co. 6,012,933 71,794 
General Motors Co. 3,133,537 92,878 
General Motors Co.:   
warrants 7/10/16 (a) 482,521 9,482 
warrants 7/10/19 (a) 482,521 5,790 
  179,944 
Diversified Consumer Services - 6.2%   
Service Corp. International 8,875,127 214,689 
Hotels, Restaurants & Leisure - 1.0%   
ARAMARK Holdings Corp. 987,744 31,558 
Penn National Gaming, Inc. (a) 360,340 5,092 
Station Holdco LLC unit (a)(b)(c) 146,846 79 
  36,729 
Household Durables - 3.2%   
Hovnanian Enterprises, Inc. Class A (a)(d) 1,419,000 2,185 
Lennar Corp. Class A (d) 677,100 28,540 
Newell Rubbermaid, Inc. 2,037,747 79,024 
  109,749 
Media - 6.5%   
AMC Networks, Inc. Class A (a) 446,400 32,493 
Cinemark Holdings, Inc. 1,853,345 54,655 
Comcast Corp. Class A 1,672,234 93,160 
Gray Television, Inc. (a) 2,889,565 37,998 
Nexstar Broadcasting Group, Inc. Class A 178,698 8,079 
  226,385 
Specialty Retail - 1.1%   
GameStop Corp. Class A (d) 620,207 16,256 
Sally Beauty Holdings, Inc. (a) 808,000 22,268 
  38,524 
TOTAL CONSUMER DISCRETIONARY  863,670 
CONSUMER STAPLES - 1.8%   
Food Products - 1.3%   
ConAgra Foods, Inc. 541,700 22,556 
Darling International, Inc. (a) 2,698,383 24,258 
  46,814 
Personal Products - 0.5%   
Revlon, Inc. (a) 553,261 16,448 
TOTAL CONSUMER STAPLES  63,262 
ENERGY - 6.0%   
Energy Equipment & Services - 1.6%   
Ensco PLC Class A 110,000 1,076 
Halliburton Co. 1,126,593 35,814 
Oil States International, Inc. (a) 270,466 7,635 
SAExploration Holdings, Inc. (a)(e) 1,257,304 2,100 
Schlumberger Ltd. 109,400 7,906 
  54,531 
Oil, Gas & Consumable Fuels - 4.4%   
Continental Resources, Inc. (a)(d) 807,474 17,046 
Hess Corp. 825,110 35,067 
QEP Resources, Inc. 901,000 11,551 
Range Resources Corp. (d) 247,200 7,307 
Valero Energy Corp. 1,056,166 71,682 
Whiting Petroleum Corp. (a) 1,439,895 10,583 
  153,236 
TOTAL ENERGY  207,767 
FINANCIALS - 11.3%   
Banks - 8.4%   
Bank of America Corp. 7,243,199 102,419 
Barclays PLC sponsored ADR 2,083,121 22,456 
CIT Group, Inc. 229,310 6,730 
Citigroup, Inc. 1,169,047 49,778 
Huntington Bancshares, Inc. 4,806,680 41,241 
Regions Financial Corp. 4,496,280 36,510 
SunTrust Banks, Inc. 895,500 32,757 
  291,891 
Capital Markets - 0.1%   
Motors Liquidation Co. GUC Trust (a) 123,112 1,988 
Consumer Finance - 0.8%   
American Express Co. 542,948 29,048 
Insurance - 0.5%   
Lincoln National Corp. 435,700 17,193 
Real Estate Investment Trusts - 1.0%   
Gaming & Leisure Properties 430,875 11,237 
Host Hotels & Resorts, Inc. 1,016,122 14,073 
Sabra Health Care REIT, Inc. 547,507 10,052 
  35,362 
Real Estate Management & Development - 0.4%   
Realogy Holdings Corp. (a) 463,840 15,214 
Thrifts & Mortgage Finance - 0.1%   
MGIC Investment Corp. (a) 441,300 2,921 
TOTAL FINANCIALS  393,617 
HEALTH CARE - 14.8%   
Health Care Equipment & Supplies - 4.3%   
Boston Scientific Corp. (a) 8,457,056 148,252 
Health Care Providers & Services - 6.2%   
Community Health Systems, Inc. (a) 1,213,027 26,056 
DaVita HealthCare Partners, Inc. (a) 532,952 35,772 
HCA Holdings, Inc. (a) 532,479 37,050 
Tenet Healthcare Corp. (a) 2,965,644 80,428 
Universal Health Services, Inc. Class B 334,505 37,679 
  216,985 
Life Sciences Tools & Services - 0.8%   
PRA Health Sciences, Inc. (a) 651,400 28,062 
Pharmaceuticals - 3.5%   
Johnson & Johnson 153,000 15,979 
Merck & Co., Inc. 1,390,800 70,472 
Sanofi SA sponsored ADR 819,934 34,142 
  120,593 
TOTAL HEALTH CARE  513,892 
INDUSTRIALS - 12.4%   
Aerospace & Defense - 2.7%   
Honeywell International, Inc. 426,776 44,043 
Huntington Ingalls Industries, Inc. 210,260 26,888 
Textron, Inc. 602,700 20,624 
  91,555 
Airlines - 4.8%   
American Airlines Group, Inc. 860,580 33,554 
Delta Air Lines, Inc. 2,531,601 112,125 
Southwest Airlines Co. 571,283 21,492 
  167,171 
Building Products - 0.7%   
Allegion PLC 246,500 14,928 
Armstrong World Industries, Inc. (a) 273,500 10,579 
  25,507 
Commercial Services & Supplies - 1.0%   
Civeo Corp. (a) 540,932 584 
Deluxe Corp. 431,413 24,116 
Tyco International Ltd. 328,233 11,288 
  35,988 
Electrical Equipment - 0.6%   
Emerson Electric Co. 163,500 7,518 
Generac Holdings, Inc. (a)(d) 490,557 13,942 
  21,460 
Industrial Conglomerates - 0.9%   
General Electric Co. 1,103,883 32,123 
Machinery - 1.1%   
Ingersoll-Rand PLC 648,800 33,394 
Pentair PLC 78,757 3,711 
  37,105 
Marine - 0.1%   
Genco Shipping & Trading Ltd. (a) 565,366 571 
Genco Shipping & Trading Ltd. (a) 8,314 
Navios Maritime Holdings, Inc. (d) 2,162,794 2,107 
  2,686 
Road & Rail - 0.3%   
Hertz Global Holdings, Inc. (a) 1,200,900 10,904 
Trading Companies & Distributors - 0.2%   
United Rentals, Inc. (a) 147,000 7,043 
TOTAL INDUSTRIALS  431,542 
INFORMATION TECHNOLOGY - 9.4%   
Electronic Equipment & Components - 1.8%   
Avnet, Inc. 594,313 23,725 
Belden, Inc. 510,764 21,820 
Corning, Inc. 726,800 13,526 
TTM Technologies, Inc. (a) 381,564 2,225 
  61,296 
Internet Software & Services - 0.4%   
VeriSign, Inc. (a)(d) 194,300 14,689 
IT Services - 0.1%   
Everi Holdings, Inc. (a) 1,851,000 5,201 
Semiconductors & Semiconductor Equipment - 3.8%   
Intersil Corp. Class A 1,460,387 18,985 
Micron Technology, Inc. (a) 2,079,945 22,942 
NXP Semiconductors NV (a) 940,864 70,358 
ON Semiconductor Corp. (a) 2,134,568 18,272 
  130,557 
Software - 2.6%   
Citrix Systems, Inc. (a) 230,899 16,269 
Microsoft Corp. 1,324,668 72,976 
  89,245 
Technology Hardware, Storage & Peripherals - 0.7%   
NCR Corp. (a) 1,117,931 23,857 
TOTAL INFORMATION TECHNOLOGY  324,845 
MATERIALS - 13.9%   
Chemicals - 9.1%   
H.B. Fuller Co. 461,829 17,189 
LyondellBasell Industries NV Class A 3,619,555 282,220 
OMNOVA Solutions, Inc. (a)(e) 3,114,962 16,354 
Phosphate Holdings, Inc. (a) 307,500 10 
  315,773 
Containers & Packaging - 3.2%   
Sealed Air Corp. 483,434 19,594 
WestRock Co. 2,590,728 91,401 
  110,995 
Metals & Mining - 0.0%   
Ormet Corp.(a)(e) 1,075,000 
Paper & Forest Products - 1.6%   
Kapstone Paper & Packaging Corp. 989,200 14,620 
Louisiana-Pacific Corp. (a) 1,563,090 24,572 
Neenah Paper, Inc. 266,200 16,089 
  55,281 
TOTAL MATERIALS  482,049 
TELECOMMUNICATION SERVICES - 1.6%   
Diversified Telecommunication Services - 1.6%   
Frontier Communications Corp. (d) 5,528,256 25,154 
Intelsat SA (a)(d) 1,144,700 3,823 
Level 3 Communications, Inc. (a) 514,400 25,108 
  54,085 
UTILITIES - 1.4%   
Electric Utilities - 0.4%   
FirstEnergy Corp. 421,304 13,928 
Independent Power and Renewable Electricity Producers - 1.0%   
Calpine Corp. (a) 2,167,700 33,187 
TOTAL UTILITIES  47,115 
TOTAL COMMON STOCKS   
(Cost $2,485,910)  3,381,844 
Nonconvertible Preferred Stocks - 0.3%   
FINANCIALS - 0.3%   
Capital Markets - 0.3%   
GMAC Capital Trust I Series 2, 8.125%   
(Cost $10,975) 439,013 11,173 
 Principal Amount (000s) Value (000s) 
Nonconvertible Bonds - 0.2%   
ENERGY - 0.2%   
Energy Equipment & Services - 0.2%   
Gulfmark Offshore, Inc. 6.375% 3/15/22 5,786 1,794 
SAExploration Holdings, Inc. 10% 7/15/19 9,032 5,238 
  7,032 
TOTAL NONCONVERTIBLE BONDS   
(Cost $11,680)  7,032 
 Shares Value (000s) 
Money Market Funds - 5.0%   
Fidelity Cash Central Fund, 0.38% (f) 70,796,283 70,796 
Fidelity Securities Lending Cash Central Fund, 0.42% (f)(g) 103,343,912 103,344 
TOTAL MONEY MARKET FUNDS   
(Cost $174,140)  174,140 
TOTAL INVESTMENT PORTFOLIO - 103.0%   
(Cost $2,682,705)  3,574,189 
NET OTHER ASSETS (LIABILITIES) - (3.0)%  (103,625) 
NET ASSETS - 100%  $3,470,564 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

 (b) Investment is owned by an entity that is treated as a U.S. Corporation for tax purposes in which the Fund holds a percentage ownership.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $79,000 or 0.0% of net assets.

 (d) Security or a portion of the security is on loan at period end.

 (e) Affiliated company

 (f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (g) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
Station Holdco LLC unit 10/28/08 - 12/1/08 $5,990 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $117 
Fidelity Securities Lending Cash Central Fund 914 
Total $1,031 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Gray Television, Inc. $63,611 $-- $10,795 $-- $-- 
OMNOVA Solutions, Inc. 20,154 -- -- -- 16,354 
Ormet Corp. -- -- -- -- 
SAExploration Holdings, Inc. -- -- -- -- 2,100 
Total $83,770 $-- $10,795 $-- $18,454 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $863,670 $863,591 $-- $79 
Consumer Staples 63,262 63,262 -- -- 
Energy 207,767 207,767 -- -- 
Financials 404,790 404,790 -- -- 
Health Care 513,892 513,892 -- -- 
Industrials 431,542 431,542 -- -- 
Information Technology 324,845 324,845 -- -- 
Materials 482,049 482,039 -- 10 
Telecommunication Services 54,085 54,085 -- -- 
Utilities 47,115 47,115 -- -- 
Corporate Bonds 7,032 -- 7,032 -- 
Money Market Funds 174,140 174,140 -- -- 
Total Investments in Securities: $3,574,189 $3,567,068 $7,032 $89 

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 85.2% 
Netherlands 10.1% 
Ireland 1.8% 
France 1.0% 
Others (Individually Less Than 1%) 1.9% 
 100.0% 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $102,909) — See accompanying schedule:
Unaffiliated issuers (cost $2,479,750) 
$3,381,595  
Fidelity Central Funds (cost $174,140) 174,140  
Other affiliated issuers (cost $28,815) 18,454  
Total Investments (cost $2,682,705)  $3,574,189 
Receivable for investments sold  2,803 
Receivable for fund shares sold  1,306 
Dividends receivable  3,243 
Interest receivable  179 
Distributions receivable from Fidelity Central Funds  105 
Prepaid expenses  
Other receivables  23 
Total assets  3,581,856 
Liabilities   
Payable for investments purchased $1,610  
Payable for fund shares redeemed 3,986  
Accrued management fee 1,754  
Other affiliated payables 561  
Other payables and accrued expenses 37  
Collateral on securities loaned, at value 103,344  
Total liabilities  111,292 
Net Assets  $3,470,564 
Net Assets consist of:   
Paid in capital  $2,486,221 
Undistributed net investment income  6,058 
Accumulated undistributed net realized gain (loss) on investments  86,801 
Net unrealized appreciation (depreciation) on investments  891,484 
Net Assets  $3,470,564 
Leveraged Company Stock:   
Net Asset Value, offering price and redemption price per share ($2,813,418 ÷ 78,326 shares)  $35.92 
Class K:   
Net Asset Value, offering price and redemption price per share ($657,146 ÷ 18,269 shares)  $35.97 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $34,966 
Interest  789 
Income from Fidelity Central Funds  1,031 
Total income  36,786 
Expenses   
Management fee $12,307  
Transfer agent fees 2,962  
Accounting and security lending fees 539  
Custodian fees and expenses 16  
Independent trustees' compensation 10  
Registration fees 35  
Audit 35  
Legal 14  
Miscellaneous 11  
Total expenses before reductions 15,929  
Expense reductions (40) 15,889 
Net investment income (loss)  20,897 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 173,913  
Other affiliated issuers (7,200)  
Total net realized gain (loss)  166,713 
Change in net unrealized appreciation (depreciation) on investment securities  (997,191) 
Net gain (loss)  (830,478) 
Net increase (decrease) in net assets resulting from operations  $(809,581) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $20,897 $45,844 
Net realized gain (loss) 166,713 235,817 
Change in net unrealized appreciation (depreciation) (997,191) (131,060) 
Net increase (decrease) in net assets resulting from operations (809,581) 150,601 
Distributions to shareholders from net investment income (39,813) (41,090) 
Distributions to shareholders from net realized gain (240,243) – 
Total distributions (280,056) (41,090) 
Share transactions - net increase (decrease) (186,162) (743,092) 
Redemption fees 78 302 
Total increase (decrease) in net assets (1,275,721) (633,279) 
Net Assets   
Beginning of period 4,746,285 5,379,564 
End of period (including undistributed net investment income of $6,058 and undistributed net investment income of $24,974, respectively) $3,470,564 $4,746,285 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Leveraged Company Stock Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $46.90 $45.82 $39.44 $28.22 $28.85 $23.50 
Income from Investment Operations       
Net investment income (loss)A .21 .41 .34 .42B .16 C 
Net realized and unrealized gain (loss) (8.33) 1.01 6.31 10.92 (.50) 5.46 
Total from investment operations (8.12) 1.42 6.65 11.34 (.34) 5.46 
Distributions from net investment income (.40) (.34) (.27) (.12) (.29) (.11) 
Distributions from net realized gain (2.46) – – – – – 
Total distributions (2.86) (.34) (.27) (.12) (.29) (.11) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $35.92 $46.90 $45.82 $39.44 $28.22 $28.85 
Total ReturnD,E (18.08)% 3.12% 16.96% 40.31% (1.05)% 23.27% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .80%H .79% .79% .82% .86% .85% 
Expenses net of fee waivers, if any .80%H .78% .79% .82% .86% .85% 
Expenses net of all reductions .79%H .78% .79% .82% .85% .84% 
Net investment income (loss) .99%H .87% .81% 1.25%B .60% - %I 
Supplemental Data       
Net assets, end of period (in millions) $2,813 $3,755 $4,207 $4,227 $3,009 $3,931 
Portfolio turnover rateJ 6%H 4% 10% 21% 29% 18% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.03%.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount represents less than .005%.

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Leveraged Company Stock Fund Class K

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $47.00 $45.91 $39.52 $28.26 $28.86 $23.52 
Income from Investment Operations       
Net investment income (loss)A .23 .46 .40 .47B .20 .04 
Net realized and unrealized gain (loss) (8.35) 1.03 6.31 10.93 (.49) 5.45 
Total from investment operations (8.12) 1.49 6.71 11.40 (.29) 5.49 
Distributions from net investment income (.45) (.40) (.32) (.14) (.31) (.15) 
Distributions from net realized gain (2.46) – – – – – 
Total distributions (2.91) (.40) (.32) (.14) (.31) (.15) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $35.97 $47.00 $45.91 $39.52 $28.26 $28.86 
Total ReturnD,E (18.05)% 3.26% 17.10% 40.47% (.87)% 23.45% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .68%H .67% .67% .69% .69% .69% 
Expenses net of fee waivers, if any .68%H .67% .67% .69% .69% .69% 
Expenses net of all reductions .67%H .67% .67% .68% .69% .69% 
Net investment income (loss) 1.11%H .99% .92% 1.39%B .76% .16% 
Supplemental Data       
Net assets, end of period (in millions) $657 $991 $1,173 $1,053 $600 $555 
Portfolio turnover rateI 6%H 4% 10% 21% 29% 18% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.17%.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Leveraged Company Stock Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Leveraged Company Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to market discount, equity-debt classifications, capital loss carryforwards and losses deferred due to excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $1,253,486 
Gross unrealized depreciation (363,056) 
Net unrealized appreciation (depreciation) on securities $890,430 
Tax cost $2,683,759 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $125,201 and $504,747, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .60% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Leveraged Company Stock, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Leveraged Company Stock $2,776 .17 
Class K 186 .05 
 $ 2,962  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $3.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $3,777. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $914, including $136 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $26 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Leveraged Company Stock $31,472 $30,775 
Class K 8,341 10,315 
Total $39,813 $41,090 
From net realized gain   
Leveraged Company Stock $194,476 $– 
Class K 45,767 – 
Total $240,243 $– 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Leveraged Company Stock     
Shares sold 1,760 5,334 $72,641 $246,873 
Reinvestment of distributions 5,086 626 212,362 29,028 
Shares redeemed (8,587) (17,699) (350,740) (811,035) 
Net increase (decrease) (1,741) (11,739) $(65,737) $(535,134) 
Class K     
Shares sold 1,654 5,815 $64,860 $269,619 
Reinvestment of distributions 1,294 222 54,108 10,315 
Shares redeemed (5,762) (10,500) (239,393) (487,892) 
Net increase (decrease) (2,814) (4,463) $(120,425) $(207,958) 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Leveraged Company Stock .80%    
Actual  $1,000.00 $819.20 $3.66 
Hypothetical-C  $1,000.00 $1,021.11 $4.06 
Class K .68%    
Actual  $1,000.00 $819.50 $3.11 
Hypothetical-C  $1,000.00 $1,021.72 $3.46 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

LSF-K-SANN-0316
1.863385.107


Fidelity® Dividend Growth Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc. 4.2 4.7 
Microsoft Corp. 3.5 2.5 
Johnson & Johnson 3.4 2.6 
General Electric Co. 2.9 2.6 
Wells Fargo & Co. 2.5 2.5 
JPMorgan Chase & Co. 2.5 2.9 
Exxon Mobil Corp. 2.5 2.3 
Alphabet, Inc. Class C 2.4 2.5 
Medtronic PLC 2.2 2.0 
Chevron Corp. 2.1 1.9 
 28.2  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 23.0 23.3 
Financials 15.7 17.3 
Consumer Staples 14.9 12.0 
Health Care 13.4 15.2 
Industrials 9.6 9.6 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 96.7% 
   Convertible Securities 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 3.2% 


 * Foreign investments - 15.9%


As of July 31, 2015 * 
   Stocks 97.5% 
   Convertible Securities 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 2.4% 


 * Foreign investments - 15.5%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.7%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 9.0%   
Diversified Consumer Services - 0.8%   
H&R Block, Inc. 1,609,650 $54,809 
Hotels, Restaurants & Leisure - 1.2%   
Las Vegas Sands Corp. 616,500 27,804 
Wyndham Worldwide Corp. 896,491 58,182 
  85,986 
Leisure Products - 0.2%   
Vista Outdoor, Inc. (a) 260,300 12,549 
Media - 1.7%   
Altice NV Class A (a) 1,519,500 21,914 
Comcast Corp. Class A 1,858,496 103,537 
  125,451 
Multiline Retail - 2.4%   
Dillard's, Inc. Class A (b) 758,900 53,434 
Target Corp. 1,649,500 119,457 
  172,891 
Specialty Retail - 2.2%   
AutoZone, Inc. (a) 79,200 60,777 
Foot Locker, Inc. 1,343,979 90,799 
Staples, Inc. 884,700 7,892 
  159,468 
Textiles, Apparel & Luxury Goods - 0.5%   
VF Corp. 583,100 36,502 
TOTAL CONSUMER DISCRETIONARY  647,656 
CONSUMER STAPLES - 14.9%   
Beverages - 5.3%   
Constellation Brands, Inc. Class A (sub. vtg.) 438,200 66,817 
Dr. Pepper Snapple Group, Inc. 669,608 62,836 
PepsiCo, Inc. 1,307,600 129,845 
The Coca-Cola Co. 2,936,038 126,015 
  385,513 
Food & Staples Retailing - 4.0%   
CVS Health Corp. 1,344,200 129,836 
Kroger Co. 1,150,318 44,644 
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd. 556,301 24,017 
Walgreens Boots Alliance, Inc. 1,143,636 91,171 
  289,668 
Food Products - 0.7%   
Greencore Group PLC 6,474,677 35,967 
Hilton Food Group PLC 1,939,905 14,488 
  50,455 
Household Products - 2.1%   
Procter & Gamble Co. 1,812,600 148,071 
Personal Products - 0.2%   
Edgewell Personal Care Co. (a) 178,800 13,233 
Tobacco - 2.6%   
British American Tobacco PLC (United Kingdom) 1,013,603 56,482 
Imperial Tobacco Group PLC 956,063 51,767 
Reynolds American, Inc. 1,638,300 81,833 
  190,082 
TOTAL CONSUMER STAPLES  1,077,022 
ENERGY - 6.4%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 265,200 11,539 
Oil, Gas & Consumable Fuels - 6.3%   
Chevron Corp. 1,722,700 148,962 
Emerald Oil, Inc. warrants 2/4/16 (a) 8,559 
Exxon Mobil Corp. 2,274,597 177,077 
Imperial Oil Ltd. 1,899,100 58,224 
Northern Oil & Gas, Inc. (a) 1,037,290 3,423 
PrairieSky Royalty Ltd. (b) 971,100 13,822 
Suncor Energy, Inc. 2,209,100 52,322 
  453,830 
TOTAL ENERGY  465,369 
FINANCIALS - 15.7%   
Banks - 10.8%   
Bank of America Corp. 8,479,217 119,896 
Citigroup, Inc. 2,158,161 91,894 
JPMorgan Chase & Co. 3,046,535 181,269 
PacWest Bancorp 1,236,200 45,381 
SunTrust Banks, Inc. 1,400,000 51,212 
U.S. Bancorp 2,678,069 107,283 
Wells Fargo & Co. 3,613,193 181,491 
  778,426 
Capital Markets - 0.8%   
Diamond Hill Investment Group, Inc. 77,538 13,108 
Franklin Resources, Inc. 646,900 22,422 
The Blackstone Group LP 765,384 20,107 
  55,637 
Consumer Finance - 0.5%   
American Express Co. 631,200 33,769 
Imperial Holdings, Inc. warrants 4/11/19 (a) 48,012 24 
  33,793 
Diversified Financial Services - 1.5%   
McGraw Hill Financial, Inc. 965,827 82,115 
MSCI, Inc. Class A 428,800 29,519 
  111,634 
Insurance - 1.4%   
Chubb Ltd. 632,000 71,460 
MetLife, Inc. 714,900 31,920 
  103,380 
Real Estate Investment Trusts - 0.7%   
American Tower Corp. 576,800 54,415 
TOTAL FINANCIALS  1,137,285 
HEALTH CARE - 13.4%   
Biotechnology - 2.3%   
AbbVie, Inc. 1,558,200 85,545 
Amgen, Inc. 535,810 81,834 
  167,379 
Health Care Equipment & Supplies - 2.6%   
Medtronic PLC 2,113,603 160,465 
The Cooper Companies, Inc. 199,584 26,175 
  186,640 
Health Care Providers & Services - 0.7%   
McKesson Corp. 292,858 47,144 
Health Care Technology - 0.3%   
CompuGroup Medical AG 552,022 22,201 
Pharmaceuticals - 7.5%   
Allergan PLC (a) 213,100 60,612 
Astellas Pharma, Inc. 2,833,000 39,227 
Johnson & Johnson 2,356,043 246,065 
Sanofi SA sponsored ADR 1,269,900 52,879 
Shire PLC 457,100 25,640 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,974,300 121,380 
  545,803 
TOTAL HEALTH CARE  969,167 
INDUSTRIALS - 9.6%   
Aerospace & Defense - 2.4%   
BWX Technologies, Inc. 2,487,600 74,479 
General Dynamics Corp. 221,200 29,590 
The Boeing Co. 550,100 66,084 
  170,153 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 473,300 30,656 
Commercial Services & Supplies - 0.1%   
Deluxe Corp. 176,900 9,889 
Construction & Engineering - 0.1%   
Astaldi SpA 1,098,700 5,536 
Electrical Equipment - 0.8%   
AMETEK, Inc. 1,020,000 47,991 
EnerSys 176,900 8,567 
  56,558 
Industrial Conglomerates - 5.7%   
Danaher Corp. 1,275,892 110,556 
General Electric Co. 7,077,900 205,967 
Roper Technologies, Inc. 538,544 94,606 
  411,129 
Professional Services - 0.1%   
CEB, Inc. 163,600 9,649 
TOTAL INDUSTRIALS  693,570 
INFORMATION TECHNOLOGY - 23.0%   
Communications Equipment - 2.7%   
Cisco Systems, Inc. 4,458,986 106,079 
Qualcomm, Inc. 1,899,283 86,113 
  192,192 
Electronic Equipment & Components - 0.5%   
TE Connectivity Ltd. 584,494 33,410 
Internet Software & Services - 2.4%   
Alphabet, Inc. Class C 232,406 172,666 
IT Services - 5.4%   
Accenture PLC Class A 1,201,000 126,754 
ASAC II LP (a)(c) 2,514,134 59,897 
Fidelity National Information Services, Inc. 882,650 52,721 
IBM Corp. 594,300 74,163 
Leidos Holdings, Inc. 541,900 24,992 
Total System Services, Inc. 1,059,500 42,550 
Xerox Corp. 1,145,900 11,173 
  392,250 
Software - 6.0%   
Activision Blizzard, Inc. 1,709,717 59,532 
Micro Focus International PLC 1,907,363 37,779 
Microsoft Corp. 4,547,016 250,495 
Oracle Corp. 2,433,460 88,359 
  436,165 
Technology Hardware, Storage & Peripherals - 6.0%   
Apple, Inc. 3,127,618 304,443 
EMC Corp. 3,230,700 80,024 
HP, Inc. 3,446,600 33,466 
Western Digital Corp. 369,400 17,724 
  435,657 
TOTAL INFORMATION TECHNOLOGY  1,662,340 
MATERIALS - 2.8%   
Chemicals - 2.4%   
CF Industries Holdings, Inc. 1,004,800 30,144 
E.I. du Pont de Nemours & Co. 1,163,900 61,407 
LyondellBasell Industries NV Class A 799,000 62,298 
PPG Industries, Inc. 223,600 21,269 
  175,118 
Containers & Packaging - 0.4%   
Ball Corp. 360,100 24,065 
TOTAL MATERIALS  199,183 
TELECOMMUNICATION SERVICES - 1.9%   
Diversified Telecommunication Services - 1.9%   
AT&T, Inc. 3,831,300 138,157 
TOTAL COMMON STOCKS   
(Cost $6,259,314)  6,989,749 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.1%   
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Amyris, Inc. 3% 2/27/17
(Cost $7,356) 
7,356 6,779 
 Shares Value (000s) 
Money Market Funds - 3.6%   
Fidelity Cash Central Fund, 0.38% (d) 232,465,069 232,465 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 25,057,121 25,057 
TOTAL MONEY MARKET FUNDS   
(Cost $257,522)  257,522 
TOTAL INVESTMENT PORTFOLIO - 100.4%   
(Cost $6,524,192)  7,254,050 
NET OTHER ASSETS (LIABILITIES) - (0.4)%  (25,635) 
NET ASSETS - 100%  $7,228,415 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $59,897,000 or 0.8% of net assets.

 (d) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (e) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
ASAC II LP 10/10/13 $25,141 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $287 
Fidelity Securities Lending Cash Central Fund 165 
Total $452 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $647,656 $625,742 $21,914 $-- 
Consumer Staples 1,077,022 918,318 158,704 -- 
Energy 465,369 465,369 -- -- 
Financials 1,137,285 1,137,261 24 -- 
Health Care 969,167 882,099 87,068 -- 
Industrials 693,570 688,034 5,536 -- 
Information Technology 1,662,340 1,564,664 37,779 59,897 
Materials 199,183 199,183 -- -- 
Telecommunication Services 138,157 138,157 -- -- 
Corporate Bonds 6,779 -- 6,779 -- 
Money Market Funds 257,522 257,522 -- -- 
Total Investments in Securities: $7,254,050 $6,876,349 $317,804 $59,897 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $196,126 
Level 2 to Level 1 $0 

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 84.1% 
Ireland 5.3% 
United Kingdom 2.2% 
Israel 2.0% 
Canada 1.7% 
Switzerland 1.5% 
Netherlands 1.2% 
Others (Individually Less Than 1%) 2.0% 
 100.0% 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $24,830) — See accompanying schedule:
Unaffiliated issuers (cost $6,266,670) 
$6,996,528  
Fidelity Central Funds (cost $257,522) 257,522  
Total Investments (cost $6,524,192)  $7,254,050 
Receivable for fund shares sold  2,392 
Dividends receivable  6,837 
Interest receivable  94 
Distributions receivable from Fidelity Central Funds  97 
Prepaid expenses  14 
Other receivables  493 
Total assets  7,263,977 
Liabilities   
Payable for fund shares redeemed $6,500  
Accrued management fee 2,503  
Other affiliated payables 988  
Other payables and accrued expenses 514  
Collateral on securities loaned, at value 25,057  
Total liabilities  35,562 
Net Assets  $7,228,415 
Net Assets consist of:   
Paid in capital  $6,546,766 
Undistributed net investment income  6,417 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (54,589) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  729,821 
Net Assets  $7,228,415 
Dividend Growth:   
Net Asset Value, offering price and redemption price per share ($5,613,552 ÷ 195,116 shares)  $28.77 
Class K:   
Net Asset Value, offering price and redemption price per share ($1,614,863 ÷ 56,187 shares)  $28.74 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $81,103 
Interest  110 
Income from Fidelity Central Funds  452 
Total income  81,665 
Expenses   
Management fee   
Basic fee $21,268  
Performance adjustment (3,696)  
Transfer agent fees 5,419  
Accounting and security lending fees 602  
Custodian fees and expenses 68  
Independent trustees' compensation 18  
Registration fees 30  
Audit 48  
Legal 21  
Miscellaneous 22  
Total expenses before reductions 23,800  
Expense reductions (105) 23,695 
Net investment income (loss)  57,970 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (4,132)  
Foreign currency transactions (3)  
Total net realized gain (loss)  (4,135) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(749,057)  
Assets and liabilities in foreign currencies (17)  
Total change in net unrealized appreciation (depreciation)  (749,074) 
Net gain (loss)  (753,209) 
Net increase (decrease) in net assets resulting from operations  $(695,239) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $57,970 $125,774 
Net realized gain (loss) (4,135) 767,929 
Change in net unrealized appreciation (depreciation) (749,074) (102,174) 
Net increase (decrease) in net assets resulting from operations (695,239) 791,529 
Distributions to shareholders from net investment income (116,882) (124,133) 
Distributions to shareholders from net realized gain (571,365) (1,267,766) 
Total distributions (688,247) (1,391,899) 
Share transactions - net increase (decrease) 195,516 479,167 
Total increase (decrease) in net assets (1,187,970) (121,203) 
Net Assets   
Beginning of period 8,416,385 8,537,588 
End of period (including undistributed net investment income of $6,417 and undistributed net investment income of $65,329, respectively) $7,228,415 $8,416,385 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Dividend Growth Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $34.46 $37.27 $35.33 $28.61 $28.96 $23.84 
Income from Investment Operations       
Net investment income (loss)A .22 .49 .56 .40 .20 .12 
Net realized and unrealized gain (loss) (3.09) 2.71 4.98 7.12 (.41) 5.23 
Total from investment operations (2.87) 3.20 5.54 7.52 (.21) 5.35 
Distributions from net investment income (.47) (.51) (.37) (.30) (.12) (.15) 
Distributions from net realized gain (2.36) (5.49) (3.23) (.50) (.02) (.08) 
Total distributions (2.82)B (6.01)C (3.60) (.80) (.14) (.23) 
Net asset value, end of period $28.77 $34.46 $37.27 $35.33 $28.61 $28.96 
Total ReturnD,E (8.46)% 9.54% 17.30% 26.83% (.67)% 22.57% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .64%H .69% .56% .63% .91% .93% 
Expenses net of fee waivers, if any .64%H .68% .56% .63% .91% .93% 
Expenses net of all reductions .64%H .68% .56% .62% .91% .93% 
Net investment income (loss) 1.47%H 1.43% 1.58% 1.26% .75% .44% 
Supplemental Data       
Net assets, end of period (in millions) $5,614 $6,474 $6,481 $6,633 $5,905 $9,309 
Portfolio turnover rateI 37%H 64% 99% 69% 63%J 67% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $2.82 per share is comprised of distributions from net investment income of $.465 and distributions from net realized gain of $2.358 per share.

 C Total distributions of $6.01 per share is comprised of distributions from net investment income of $.512 and distributions from net realized gain of $5.493 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 J Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Dividend Growth Fund Class K

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $34.45 $37.27 $35.34 $28.62 $28.98 $23.86 
Income from Investment Operations       
Net investment income (loss)A .24 .53 .60 .45 .25 .17 
Net realized and unrealized gain (loss) (3.09) 2.70 4.97 7.12 (.43) 5.22 
Total from investment operations (2.85) 3.23 5.57 7.57 (.18) 5.39 
Distributions from net investment income (.50) (.56) (.42) (.35) (.17) (.20) 
Distributions from net realized gain (2.36) (5.49) (3.23) (.50) (.02) (.08) 
Total distributions (2.86) (6.05) (3.64)B (.85) (.18)C (.27)D 
Net asset value, end of period $28.74 $34.45 $37.27 $35.34 $28.62 $28.98 
Total ReturnE,F (8.41)% 9.65% 17.44% 27.04% (.52)% 22.79% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .52%I .57% .44% .48% .75% .78% 
Expenses net of fee waivers, if any .52%I .57% .43% .48% .75% .78% 
Expenses net of all reductions .52%I .57% .43% .47% .75% .77% 
Net investment income (loss) 1.59%I 1.54% 1.70% 1.41% .91% .60% 
Supplemental Data       
Net assets, end of period (in millions) $1,615 $1,942 $2,057 $1,639 $1,221 $634 
Portfolio turnover rateJ 37%I 64% 99% 69% 63%K 67% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $3.64 per share is comprised of distributions from net investment income of $.419 and distributions from net realized gain of $3.225 per share.

 C Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

 D Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 K Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Dividend 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 Dividend Growth and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $1,230,601 
Gross unrealized depreciation (510,032) 
Net unrealized appreciation (depreciation) on securities $720,569 
Tax cost $6,533,481 

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,410,109 and $1,871,807, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .45% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Dividend Growth, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Dividend Growth $5,005 .17 
Class K 414 .05 
 $5,419  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $42 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $165. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $76 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $28.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Dividend Growth $88,523 $92,079 
Class K 28,359 32,054 
Total $116,882 $124,133 
From net realized gain   
Dividend Growth $440,809 $962,404 
Class K 130,556 305,362 
Total $571,365 $1,267,766 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Dividend Growth     
Shares sold 4,183 10,859 $128,328 $370,250 
Reinvestment of distributions 17,089 30,298 505,767 1,009,516 
Shares redeemed (14,015) (27,183) (428,093) (929,933) 
Net increase (decrease) 7,257 13,974 $206,002 $449,833 
Class K     
Shares sold 3,434 9,521 $104,803 $325,624 
Reinvestment of distributions 5,375 10,135 158,915 337,416 
Shares redeemed (8,996) (18,467) (274,204) (633,706) 
Net increase (decrease) (187) 1,189 $(10,486) $29,334 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Dividend Growth .64%    
Actual  $1,000.00 $915.40 $3.08 
Hypothetical-C  $1,000.00 $1,021.92 $3.25 
Class K .52%    
Actual  $1,000.00 $915.90 $2.50 
Hypothetical-C  $1,000.00 $1,022.52 $2.64 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

DGF-SANN-0316
1.470802.119


Fidelity Advisor® Real Estate Income Fund -
Class A, Class T and Class C



Semi-Annual Report

January 31, 2016

Class A, Class T and Class C are classes of Fidelity® Real Estate Income Fund




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary

Top Five Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Equity Lifestyle Properties, Inc. 4.2 3.5 
Acadia Realty Trust (SBI) 3.1 2.8 
MFA Financial, Inc. 2.8 3.0 
Ventas, Inc. 2.0 1.5 
WP Carey, Inc. 1.2 1.1 
 13.3  

Top 5 Bonds as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 0.9 1.0 
IAS Operating Partnership LP 5% 3/15/18 0.8 0.7 
RAIT Financial Trust 4% 10/1/33 0.7 0.8 
iStar Financial, Inc. 5.875% 3/15/16 0.7 0.6 
RWT Holdings, Inc. 5.625% 11/15/19 0.6 0.4 
 3.7  

Top Five REIT Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Mortgage 17.7 17.9 
REITs - Health Care 6.4 7.4 
REITs - Shopping Centers 5.7 5.6 
REITs - Apartments 5.3 5.0 
REITs - Manufactured Homes 5.2 4.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Common Stocks 31.0% 
   Preferred Stocks 19.2% 
   Bonds 29.5% 
   Convertible Securities 5.7% 
   Other Investments 6.8% 
   Short-Term Investments and Net Other Assets (Liabilities) 7.8% 


 * Foreign investments - 0.7%


As of July 31, 2015 * 
   Common Stocks 30.0% 
   Preferred Stocks 19.5% 
   Bonds 31.8% 
   Convertible Securities 5.2% 
   Other Investments 7.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.2% 


 * Foreign investments - 0.9%


Investments January 31, 2016

Showing Percentage of Net Assets

Common Stocks - 31.0%   
 Shares Value 
CONSUMER DISCRETIONARY - 0.1%   
Household Durables - 0.1%   
Stanley Martin Communities LLC Class B (a)(b) 4,620 $5,586,643 
FINANCIALS - 30.9%   
Capital Markets - 0.5%   
Ellington Financial LLC 1,140,284 18,484,004 
Real Estate Investment Trusts - 29.8%   
Acadia Realty Trust (SBI) (c) 3,755,649 128,067,631 
AG Mortgage Investment Trust, Inc. 781,700 9,169,341 
American Campus Communities, Inc. 386,900 16,327,180 
American Tower Corp. 194,100 18,311,394 
Annaly Capital Management, Inc. 1,666,900 15,835,550 
Anworth Mortgage Asset Corp. 1,148,310 4,891,801 
Apartment Investment & Management Co. Class A 985,000 38,562,750 
Arbor Realty Trust, Inc. (c) 3,058,527 20,002,767 
AvalonBay Communities, Inc. 115,200 19,755,648 
Boardwalk (REIT) 136,200 4,281,710 
Care Capital Properties, Inc. 97,603 2,922,234 
CBL & Associates Properties, Inc. 2,629,473 28,266,835 
Cedar Shopping Centers, Inc. 830,510 5,863,401 
Chimera Investment Corp. 213,900 2,650,221 
Community Healthcare Trust, Inc. 254,862 4,720,044 
CYS Investments, Inc. 1,758,539 12,116,334 
Douglas Emmett, Inc. 295,800 8,749,764 
Dynex Capital, Inc. (d) 2,052,086 12,312,516 
Ellington Residential Mortgage REIT 260,000 2,979,600 
Equity Lifestyle Properties, Inc. 2,627,460 173,202,143 
Extra Space Storage, Inc. 323,200 29,311,008 
First Potomac Realty Trust 1,324,144 12,963,370 
Five Oaks Investment Corp. (d) 479,100 2,232,606 
Great Ajax Corp. 500,000 5,510,000 
Hatteras Financial Corp. 746,600 9,153,316 
Invesco Mortgage Capital, Inc. 874,600 9,900,472 
Lexington Corporate Properties Trust 5,135,782 37,645,282 
MFA Financial, Inc. 17,978,622 114,164,250 
Mid-America Apartment Communities, Inc. 507,100 47,576,122 
Monmouth Real Estate Investment Corp. Class A (d) 612,473 6,296,222 
National Retail Properties, Inc. 244,200 10,485,948 
New Senior Investment Group, Inc. 1,942,525 17,851,805 
Newcastle Investment Corp. 1,840,830 6,553,355 
NorthStar Realty Europe Corp. 1,389 13,112 
NorthStar Realty Finance Corp. 1,370,000 16,261,900 
Potlatch Corp. 769,440 22,190,650 
Sabra Health Care REIT, Inc. 915,903 16,815,979 
Select Income REIT 456,800 8,633,520 
Senior Housing Properties Trust (SBI) 2,994,400 43,358,912 
Simon Property Group, Inc. 126,100 23,489,908 
Store Capital Corp. 833,600 20,664,944 
Terreno Realty Corp. 1,728,064 38,846,879 
The Macerich Co. 155,500 12,124,335 
Two Harbors Investment Corp. 2,370,280 18,014,128 
Ventas, Inc. 1,510,786 83,576,682 
VEREIT, Inc. 1,315,034 10,138,912 
Weyerhaeuser Co. 587,700 15,050,997 
WP Carey, Inc. 866,300 50,461,975 
WP Glimcher, Inc. 565,163 5,131,680 
  1,223,407,133 
Real Estate Management & Development - 0.6%   
Brookfield Asset Management, Inc. Class A 414,000 12,497,723 
Kennedy-Wilson Holdings, Inc. 514,721 10,438,542 
The RMR Group, Inc. (a) 21 
  22,936,286 
TOTAL FINANCIALS  1,264,827,423 
TOTAL COMMON STOCKS   
(Cost $1,214,887,378)  1,270,414,066 
Preferred Stocks - 19.9%   
Convertible Preferred Stocks - 0.7%   
FINANCIALS - 0.7%   
Real Estate Investment Trusts - 0.7%   
Alexandria Real Estate Equities, Inc. Series D 7.00% 236,759 6,396,186 
Equity Commonwealth 6.50% (a) 31,237 778,738 
Lexington Corporate Properties Trust Series C, 6.50% 468,742 22,206,652 
  29,381,576 
Nonconvertible Preferred Stocks - 19.2%   
FINANCIALS - 19.2%   
Capital Markets - 0.1%   
Arlington Asset Investment Corp. 6.625% 182,517 3,259,754 
Real Estate Investment Trusts - 18.9%   
AG Mortgage Investment Trust, Inc.:   
8.00% 587,287 12,744,128 
8.25% 34,859 786,419 
Alexandria Real Estate Equities, Inc. Series E, 6.45% 145,913 3,782,065 
American Capital Agency Corp.:   
8.00% 200,000 5,040,000 
Series B, 7.75% 360,200 8,500,720 
American Capital Mortgage Investment Corp. Series A, 8.125% 248,636 5,867,810 
American Home Mortgage Investment Corp.:   
Series A, 9.75% (a) 120,300 
Series B, 9.25% (a) 124,100 
American Homes 4 Rent:   
Series A, 5.00% 579,260 14,678,448 
Series B, 5.00% 373,880 9,601,238 
Series C, 5.50% 900,053 22,933,350 
Annaly Capital Management, Inc.:   
Series A, 7.875% 134,900 3,363,057 
Series C, 7.625% 325,332 7,720,128 
Series D, 7.50% 621,976 14,516,920 
Anworth Mortgage Asset Corp. Series A, 8.625% 309,630 7,616,898 
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625% 375,101 9,272,497 
Apollo Residential Mortgage, Inc. Series A, 8.00% 284,843 6,181,093 
Arbor Realty Trust, Inc.:   
7.375% (c) 430,605 9,714,449 
Series A, 8.25% (c) 189,089 4,350,938 
Series B, 7.75% (c) 240,000 5,143,200 
Series C, 8.50% (c) 100,000 2,380,000 
Armour Residential REIT, Inc. Series B, 7.875% 153,654 3,046,959 
Ashford Hospitality Trust, Inc.:   
Series D, 8.45% 47,000 1,040,110 
Series E, 9.00% 140,751 3,359,726 
Bluerock Residental Growth (REIT), Inc. Series A 8.25% (a) 120,000 3,042,000 
Brandywine Realty Trust Series E, 6.90% 95,000 2,437,700 
Campus Crest Communities, Inc. Series A, 8.00% 582,117 15,647,305 
Capstead Mortgage Corp. Series E, 7.50% 202,984 4,755,915 
CBL & Associates Properties, Inc.:   
Series D, 7.375% 289,876 7,043,987 
Series E, 6.625% 222,063 4,956,446 
Cedar Shopping Centers, Inc. Series B, 7.25% 415,750 10,393,750 
Chesapeake Lodging Trust Series A, 7.75% 266,916 6,801,020 
Colony Financial, Inc.:   
7.125% 461,815 9,097,756 
Series A, 8.50% 283,920 6,856,668 
Series B, 7.50% 108,867 2,309,069 
Coresite Realty Corp. Series A, 7.25% 369,799 9,633,264 
Corporate Office Properties Trust Series L, 7.375% 167,140 4,248,699 
CubeSmart Series A, 7.75% 40,000 1,036,000 
CYS Investments, Inc.:   
Series A, 7.75% 117,824 2,709,952 
Series B, 7.50% 496,667 11,224,674 
DDR Corp.:   
Series J, 6.50% 340,721 8,674,757 
Series K, 6.25% 228,888 5,784,000 
Digital Realty Trust, Inc.:   
Series E, 7.00% 219,819 5,638,357 
Series G, 5.875% 145,444 3,615,738 
Series H, 7.375% 50,000 1,338,500 
DuPont Fabros Technology, Inc. Series B, 7.625% 381,202 9,652,035 
Dynex Capital, Inc.:   
Series A, 8.50% 362,932 8,220,410 
Series B, 7.625% 252,120 5,420,580 
Equity Commonwealth Series E, 7.25% 648,952 16,554,766 
Equity Lifestyle Properties, Inc. Series C, 6.75% 950,148 24,114,756 
Essex Property Trust, Inc. Series H, 7.125% 40,000 1,012,800 
First Potomac Realty Trust 7.75% 272,709 6,932,263 
Five Oaks Investment Corp. Series A, 8.75% 142,000 2,203,840 
General Growth Properties, Inc. Series A, 6.375% 166,463 4,269,776 
Gladstone Commercial Corp. Series C, 7.125% 232,238 5,887,233 
Hatteras Financial Corp. Series A, 7.625% 522,361 12,191,906 
Hersha Hospitality Trust:   
Series B, 8.00% 162,538 4,092,707 
Series C, 6.875% 50,000 1,248,500 
Hospitality Properties Trust Series D, 7.125% 40,800 1,059,168 
Inland Real Estate Corp.:   
Series A, 8.125% 466,000 11,701,260 
Series B, 6.95% 245,100 6,164,265 
Invesco Mortgage Capital, Inc.:   
Series A, 7.75% 123,342 2,651,853 
Series B, 7.75% 804,729 17,221,201 
Investors Real Estate Trust Series B, 7.95% 126,572 3,264,292 
iStar Financial, Inc.:   
Series D, 8.00% 70,367 1,455,893 
Series E, 7.875% 281,296 5,766,568 
Series F, 7.80% 451,476 9,210,110 
Series G, 7.65% 10,497 215,189 
Kilroy Realty Corp.:   
Series G, 6.875% 46,760 1,208,278 
Series H, 6.375% 143,296 3,629,688 
LaSalle Hotel Properties:   
Series H, 7.50% 141,308 3,560,962 
Series I, 6.375% 354,698 8,406,343 
LBA Realty Fund II Series B, 7.625% 31,240 697,043 
MFA Financial, Inc.:   
8.00% 538,930 13,548,700 
Series B, 7.50% 616,232 14,783,406 
Monmouth Real Estate Investment Corp.:   
Series A, 7.625% 80,000 2,113,600 
Series B, 7.875% 95,000 2,527,000 
National Retail Properties, Inc.:   
5.70% 315,498 7,925,310 
Series D, 6.625% 222,138 5,793,359 
New York Mortgage Trust, Inc.:   
7.875% 196,925 3,970,008 
Series B, 7.75% 239,697 4,846,673 
NorthStar Realty Finance Corp.:   
Series A 8.75% 7,890 165,059 
Series B, 8.25% 373,313 7,216,140 
Series C, 8.875% 329,101 6,835,428 
Series D, 8.50% 238,715 4,678,814 
Series E, 8.75% 402,327 8,042,517 
Pebblebrook Hotel Trust:   
Series A, 7.875% 412,000 10,378,280 
Series B, 8.00% 185,085 4,728,922 
Series C, 6.50% 204,321 5,044,685 
Pennsylvania (REIT) 7.375% 100,510 2,537,878 
Prologis, Inc. Series Q, 8.54% 94,446 5,885,166 
PS Business Parks, Inc.:   
Series S, 6.45% 93,809 2,424,963 
Series T, 6.00% 198,899 5,061,980 
Series U, 5.75% 600 15,090 
Public Storage 6.375% 122,000 3,307,420 
RAIT Financial Trust:   
7.125% 336,786 7,261,106 
7.625% 224,590 4,166,145 
Regency Centers Corp.:   
Series 6, 6.625% 152,661 3,982,925 
Series 7, 6.00% 176,250 4,480,275 
Resource Capital Corp. 8.625% 156,870 2,643,260 
Retail Properties America, Inc. 7.00% 394,411 9,919,437 
Sabra Health Care REIT, Inc. Series A, 7.125% 318,623 8,048,417 
Saul Centers, Inc. Series C, 6.875% 315,478 8,139,332 
Stag Industrial, Inc.:   
Series A, 9.00% 280,000 7,198,800 
Series B, 6.625% 80,300 1,997,864 
Summit Hotel Properties, Inc.:   
Series A, 9.25% 138,340 3,591,306 
Series B, 7.875% 190,173 4,925,481 
Series C, 7.125% 153,212 3,700,070 
Sun Communities, Inc. Series A, 7.125% 375,000 9,697,500 
Sunstone Hotel Investors, Inc. Series D, 8.00% 129,723 3,275,506 
Taubman Centers, Inc. Series K, 6.25% 157,322 3,995,979 
Terreno Realty Corp. Series A, 7.75% 213,890 5,561,140 
UMH Properties, Inc.:   
8.00% 156,000 4,271,280 
Series A, 8.25% 600,200 15,425,140 
Urstadt Biddle Properties, Inc.:   
6.75% 160,000 4,100,800 
Series F, 7.125% 210,000 5,386,500 
VEREIT, Inc. Series F, 6.70% 1,980,249 47,922,026 
Wells Fargo Real Estate Investment Corp. 6.375% 137,600 3,657,408 
Welltower, Inc. 6.50% 81,600 2,144,448 
WP Glimcher, Inc.:   
6.875% 256,115 6,300,429 
7.50% 198,527 4,990,969 
  775,513,338 
Real Estate Management & Development - 0.2%   
Kennedy-Wilson, Inc. 7.75% 321,574 8,167,980 
TOTAL FINANCIALS  786,941,072 
TOTAL PREFERRED STOCKS   
(Cost $833,504,891)  816,322,648 
 Principal Amount Value 
Corporate Bonds - 18.1%   
Convertible Bonds - 5.0%   
FINANCIALS - 5.0%   
Consumer Finance - 0.0%   
Zais Financial Partners LP 8% 11/15/16 (e) 2,000,000 1,916,250 
Diversified Financial Services - 0.6%   
RWT Holdings, Inc. 5.625% 11/15/19 27,540,000 24,613,875 
Real Estate Investment Trusts - 3.6%   
American Realty Capital Properties, Inc. 3.75% 12/15/20 8,160,000 7,328,700 
Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19 5,600,000 5,544,000 
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18 7,750,000 7,648,281 
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (e) 12,900,000 12,738,750 
Colony Financial, Inc.:   
3.875% 1/15/21 11,410,000 9,976,619 
5% 4/15/23 19,383,000 17,481,043 
Colony Starwood Homes 4.5% 10/15/17 1,965,000 1,947,806 
PennyMac Corp. 5.375% 5/1/20 18,000,000 16,560,000 
RAIT Financial Trust 4% 10/1/33 39,190,000 29,221,044 
Redwood Trust, Inc. 4.625% 4/15/18 14,700,000 13,560,750 
Resource Capital Corp.:   
6% 12/1/18 3,490,000 3,202,075 
8% 1/15/20 16,490,000 15,888,775 
Spirit Realty Capital, Inc. 3.75% 5/15/21 2,400,000 2,322,000 
Starwood Property Trust, Inc. 3.75% 10/15/17 3,230,000 3,161,363 
  146,581,206 
Thrifts & Mortgage Finance - 0.8%   
IAS Operating Partnership LP 5% 3/15/18 (e) 34,810,000 32,764,913 
TOTAL FINANCIALS  205,876,244 
Nonconvertible Bonds - 13.1%   
CONSUMER DISCRETIONARY - 3.8%   
Hotels, Restaurants & Leisure - 0.4%   
FelCor Lodging LP:   
5.625% 3/1/23 2,000,000 1,997,500 
6% 6/1/25 2,025,000 2,045,250 
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 4,000,000 4,120,000 
Times Square Hotel Trust 8.528% 8/1/26 (e) 7,697,500 9,125,270 
  17,288,020 
Household Durables - 3.4%   
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (e) 12,145,000 10,323,250 
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (e) 3,660,000 3,211,650 
Brookfield Residential Properties, Inc.:   
6.375% 5/15/25 (e) 2,000,000 1,685,000 
6.5% 12/15/20 (e) 1,615,000 1,461,575 
Calatlantic Group, Inc.:   
5.875% 11/15/24 3,250,000 3,371,875 
8.375% 5/15/18 13,458,000 14,837,445 
D.R. Horton, Inc.:   
4.375% 9/15/22 4,175,000 4,154,125 
4.75% 5/15/17 2,000,000 2,045,000 
5.75% 8/15/23 2,510,000 2,641,775 
KB Home:   
8% 3/15/20 8,465,000 8,655,463 
9.1% 9/15/17 4,985,000 5,333,950 
Lennar Corp.:   
4.125% 12/1/18 5,520,000 5,575,200 
4.5% 6/15/19 1,830,000 1,875,750 
4.5% 11/15/19 2,000,000 2,055,000 
6.5% 4/15/16 4,000,000 4,025,000 
6.95% 6/1/18 8,925,000 9,527,438 
Meritage Homes Corp.:   
6% 6/1/25 4,000,000 3,900,000 
7% 4/1/22 7,525,000 7,713,125 
7.15% 4/15/20 7,060,000 7,360,050 
Ryland Group, Inc.:   
6.625% 5/1/20 1,555,000 1,675,513 
8.4% 5/15/17 5,420,000 5,772,300 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (e) 4,100,000 3,833,500 
TRI Pointe Homes, Inc. 5.875% 6/15/24 3,890,000 3,773,300 
WCI Communities, Inc. 6.875% 8/15/21 1,845,000 1,881,900 
William Lyon Homes, Inc.:   
7% 8/15/22 4,180,000 4,012,800 
7% 8/15/22 (e) 1,000,000 960,000 
8.5% 11/15/20 15,550,000 16,055,375 
  137,717,359 
Media - 0.0%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. 5.625% 2/15/24 1,300,000 1,329,250 
TOTAL CONSUMER DISCRETIONARY  156,334,629 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20 428,368 463,173 
C&S Group Enterprises LLC 5.375% 7/15/22 (e) 2,505,000 2,267,025 
  2,730,198 
FINANCIALS - 8.6%   
Diversified Financial Services - 0.3%   
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
5.875% 2/1/22 3,680,000 3,289,000 
6% 8/1/20 8,000,000 7,509,200 
  10,798,200 
Real Estate Investment Trusts - 5.6%   
American Campus Communities Operating Partnership LP 4.125% 7/1/24 2,000,000 2,024,816 
ARC Properties Operating Partnership LP 4.6% 2/6/24 10,165,000 9,567,806 
CBL & Associates LP 5.25% 12/1/23 1,000,000 981,678 
Corporate Office Properties LP 3.6% 5/15/23 5,000,000 4,647,390 
Crown Castle International Corp. 5.25% 1/15/23 4,000,000 4,260,000 
CTR Partnership LP/CareTrust Capital Corp. 5.875% 6/1/21 4,955,000 4,932,703 
CubeSmart LP 4.8% 7/15/22 2,000,000 2,179,114 
DDR Corp.:   
7.5% 7/15/18 8,756,000 9,807,289 
7.875% 9/1/20 4,637,000 5,617,424 
9.625% 3/15/16 3,836,000 3,873,708 
DuPont Fabros Technology LP 5.875% 9/15/21 1,000,000 1,030,000 
Equity One, Inc. 6.25% 1/15/17 3,000,000 3,114,576 
HCP, Inc. 4% 6/1/25 1,000,000 982,552 
Health Care Property Investors, Inc.:   
5.625% 5/1/17 2,980,000 3,114,139 
6% 1/30/17 2,383,000 2,481,108 
Health Care REIT, Inc.:   
4% 6/1/25 1,551,000 1,545,148 
4.125% 4/1/19 2,000,000 2,095,970 
6.2% 6/1/16 2,750,000 2,793,799 
Healthcare Realty Trust, Inc.:   
3.75% 4/15/23 4,022,000 4,023,725 
5.75% 1/15/21 3,095,000 3,453,308 
Highwoods/Forsyth LP:   
3.625% 1/15/23 1,607,000 1,593,038 
5.85% 3/15/17 2,800,000 2,919,081 
Hospitality Properties Trust:   
5% 8/15/22 3,177,000 3,281,596 
5.625% 3/15/17 915,000 944,884 
HRPT Properties Trust:   
6.25% 8/15/16 9,675,000 9,688,245 
6.25% 6/15/17 1,055,000 1,089,462 
6.65% 1/15/18 4,246,000 4,499,270 
iStar Financial, Inc.:   
3.875% 7/1/16 2,855,000 2,840,725 
4% 11/1/17 15,210,000 14,335,425 
5% 7/1/19 15,000,000 14,100,000 
5.85% 3/15/17 3,587,000 3,649,773 
5.875% 3/15/16 27,070,000 27,036,163 
7.125% 2/15/18 5,725,000 5,682,063 
9% 6/1/17 9,175,000 9,381,438 
MPT Operating Partnership LP/MPT Finance Corp.:   
6.375% 2/15/22 3,610,000 3,664,150 
6.875% 5/1/21 2,000,000 2,070,000 
National Retail Properties, Inc. 3.3% 4/15/23 2,000,000 1,949,982 
Omega Healthcare Investors, Inc.:   
4.5% 4/1/27 2,462,000 2,361,866 
4.95% 4/1/24 2,898,000 2,942,302 
Potlatch Corp. 7.5% 11/1/19 1,000,000 1,095,000 
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20 2,000,000 2,357,732 
Select Income REIT 4.5% 2/1/25 5,000,000 4,623,970 
Senior Housing Properties Trust:   
3.25% 5/1/19 2,882,000 2,905,370 
4.75% 5/1/24 3,988,000 3,941,057 
6.75% 4/15/20 13,624,000 15,249,098 
6.75% 12/15/21 8,000,000 9,099,688 
WP Carey, Inc. 4% 2/1/25 5,000,000 4,779,490 
  230,607,121 
Real Estate Management & Development - 2.1%   
BioMed Realty LP 3.85% 4/15/16 2,000,000 2,010,694 
CBRE Group, Inc.:   
5% 3/15/23 6,020,000 6,072,344 
5.25% 3/15/25 3,295,000 3,403,906 
Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (e) 16,365,000 15,014,888 
Host Hotels & Resorts LP 5.25% 3/15/22 2,000,000 2,161,378 
Howard Hughes Corp. 6.875% 10/1/21 (e) 11,715,000 11,715,000 
Hunt Companies, Inc. 9.625% 3/1/21 (e) 7,460,000 6,676,700 
Kennedy-Wilson, Inc. 5.875% 4/1/24 9,310,000 8,891,050 
Mid-America Apartments LP:   
3.75% 6/15/24 1,663,000 1,660,075 
6.05% 9/1/16 2,500,000 2,559,108 
Realogy Group LLC/Realogy Co.-Issuer Corp.:   
4.5% 4/15/19 (e) 4,805,000 4,877,075 
5.25% 12/1/21 (e) 6,620,000 6,744,125 
Regency Centers LP 5.875% 6/15/17 300,000 316,422 
Taylor Morrison Communities, Inc./Monarch Communities, Inc.:   
5.25% 4/15/21 (e) 7,000,000 6,580,000 
5.625% 3/1/24 (e) 2,270,000 2,062,863 
Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19 2,262,000 2,373,286 
Wells Operating Partnership II LP 5.875% 4/1/18 3,000,000 3,209,613 
  86,328,527 
Thrifts & Mortgage Finance - 0.6%   
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (e) 4,755,000 4,850,100 
Ocwen Financial Corp. 6.625% 5/15/19 23,533,000 20,767,873 
  25,617,973 
TOTAL FINANCIALS  353,351,821 
HEALTH CARE - 0.4%   
Health Care Providers & Services - 0.4%   
Sabra Health Care LP/Sabra Capital Corp.:   
5.375% 6/1/23 2,795,000 2,801,988 
5.5% 2/1/21 12,305,000 12,551,100 
  15,353,088 
INDUSTRIALS - 0.1%   
Industrial Conglomerates - 0.1%   
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17 3,050,000 3,042,375 
INFORMATION TECHNOLOGY - 0.1%   
Internet Software & Services - 0.1%   
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22 4,000,000 4,060,000 
TOTAL NONCONVERTIBLE BONDS  534,872,111 
TOTAL CORPORATE BONDS   
(Cost $753,065,588)  740,748,355 
Asset-Backed Securities - 2.2%   
American Homes 4 Rent:   
Series 2014-SFR2 Class E, 6.231% 10/17/36 (e) 3,000,000 2,985,444 
Series 2014-SFR3 Class E, 6.418% 12/17/36 (e) 9,025,000 9,086,254 
Series 2015-SFR1:   
Class E, 5.639% 4/17/52 (e) 1,999,310 1,901,946 
Class F, 5.885% 4/17/52 (e) 2,000,000 1,827,407 
Series 2015-SFR2:   
Class E, 6.07% 10/17/45 (e) 7,327,000 7,140,349 
Class XS, 0% 10/17/45 (e)(f) 4,882,928 
Capital Trust RE CDO Ltd. Series 2005-1A Class D, 1.926% 3/20/50 (e)(g) 2,250,000 225 
CapLease CDO Ltd. Series 2005-1A Class A, 4.926% 1/29/40 (e) 759,673 767,270 
Conseco Finance Securitizations Corp. Series 2002-2 Class M2, 9.163% 3/1/33 500,000 414,760 
Crest Clarendon Street Ltd./Crest Clarendon Corp. Series 2002-1A Class D, 9% 12/28/35 (e) 305,034 151,541 
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27 5,337,922 5,552,900 
Green Tree Financial Corp.:   
Series 1996-4 Class M1, 7.75% 6/15/27 1,450,222 1,424,947 
Series 1997-3 Class M1, 7.53% 3/15/28 6,696,417 6,716,635 
Invitation Homes Trust:   
Series 2013-SFR1 Class F, 4.068% 12/17/30 (e)(g) 1,750,000 1,664,629 
Series 2014-SFR1:   
Class E, 3.6005% 6/17/31 (e)(g) 10,000,000 9,609,619 
Class F, 4.1005% 6/17/31 (e)(g) 9,504,000 8,987,591 
Series 2014-SFR3:   
Class E, 4.926% 12/17/31 (e)(g) 4,336,000 4,297,808 
Class F, 5.426% 12/17/31 (e)(g) 2,215,000 2,153,830 
Series 2015-SFR2 Class E, 3.5005% 6/17/32 (e)(g) 2,450,000 2,305,618 
Series 2015-SFR3 Class F, 5.1005% 8/17/32 (e)(g) 2,000,000 1,924,643 
Series 2015-SRF1 Class F, 4.6505% 3/17/32 (e)(g) 5,500,000 5,218,910 
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40 940,050 631,947 
Merit Securities Corp. Series 13 Class M1, 7.8381% 12/28/33 (g) 1,923,000 2,008,306 
Progress Residential Trust:   
Series 2015-SFR1 Class E, 4.426% 2/17/32 (e)(g) 1,500,000 1,458,842 
Series 2015-SFR3 Class F, 6.643% 11/12/32 (e) 2,940,000 2,962,736 
Starwood Waypoint Residential Trust Series 2014-1 Class F, 4.9005% 1/17/32 (e)(g) 4,071,000 3,906,008 
Taberna Preferred Funding III Ltd. Series 2005-3A Class D, 2.9836% 2/5/36 (e)(g) 3,974,526 397 
Wrightwood Capital Real Estate CDO Ltd. Series 2005-1A:   
Class A1, 0.6976% 11/21/40 (e)(g) 3,699,927 3,570,430 
Class F, 2.3276% 11/21/40 (e)(g) 250,000 168,750 
TOTAL ASSET-BACKED SECURITIES   
(Cost $94,358,207)  88,839,742 
Collateralized Mortgage Obligations - 0.2%   
Private Sponsor - 0.2%   
Countrywide Home Loans, Inc.:   
Series 2002-R2 Class 2B3, 3.6495% 7/25/33 (e)(g) 162,845 25,079 
Series 2003-R3 Class B2, 5.5% 11/25/33 (e) 634,005 24,646 
FREMF Mortgage Trust:   
Series 2010-K6 Class B, 5.3578% 12/25/46 (e)(g) 4,500,000 4,927,085 
Series 2010-K7 Class B, 5.4407% 4/25/20 (e)(g) 3,200,000 3,530,337 
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (e) 585,313 594,503 
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B Class B9, 12.2431% 6/10/35 (e)(g) 99,022 103,504 
Residential Funding Securities Corp. Series 2002-RM1 Class BI1, 5.5% 12/25/17 (e) 9,277 8,611 
RESIX Finance Ltd. floater:   
Series 2003-D Class B8, 6.6945% 12/10/35 (e)(g) 120,789 23,521 
Series 2004-A Class B7, 4.4445% 2/10/36 (e)(g) 121,307 37,787 
Series 2004-B Class B7, 4.1945% 2/10/36 (e)(g) 151,064 49,350 
TOTAL PRIVATE SPONSOR  9,324,423 
U.S. Government Agency - 0.0%   
Fannie Mae REMIC Trust:   
Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 (b) 83,363 24,122 
Series 2002-W1 subordinate REMIC pass thru certificates, Class 3B3, 3.172% 2/25/42 (e)(g) 67,698 48,620 
Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.2244% 12/25/42 (b)(g) 111,429 15,918 
Series 2003-W10 subordinate REMIC pass thru certificates, Class 2B3, 3.1384% 6/25/43 (e)(g) 104,422 68,036 
Series 2003-W4 subordinate REMIC pass thru certificates, Class 2B3, 3.0163% 10/25/42 (e)(g) 46,599 12,307 
TOTAL U.S. GOVERNMENT AGENCY  169,003 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS   
(Cost $9,390,336)  9,493,426 
Commercial Mortgage Securities - 14.0%   
Americold LLC Trust Series 2010-ARTA Class D, 7.443% 1/14/29 (e) 2,000,000 2,242,371 
Banc of America Commercial Mortgage Trust:   
Series 2005-1 Class CJ, 5.3381% 11/10/42 (g) 878,434 877,630 
Series 2005-5 Class D, 5.3813% 10/10/45 (g) 3,795,800 3,794,992 
Bank of America Commercial Mortgage Trust Series 2015-UBS7 Class D, 3.167% 9/15/48 1,000,000 685,276 
Barclays Commercial Mortgage Securities LLC Series 2015-STP Class F, 4.2844% 9/10/28 (e)(g) 4,074,000 3,519,794 
Bear Stearns Commercial Mortgage Securities Trust Series 2006-T22 Class B, 5.62% 4/12/38 (e)(g) 2,520,000 2,581,207 
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PWR11 Class AJ, 5.5101% 3/11/39 (g) 5,700,000 5,696,496 
BLCP Hotel Trust:   
floater Series 2014-CLRN Class F, 3.4596% 8/15/29 (e)(g) 2,500,000 2,324,962 
Series 2014-CLMZ Class M, 6.1535% 8/15/29 (e)(g) 10,392,875 9,795,960 
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 4.1755% 8/15/26 (e)(g) 2,500,000 2,492,103 
Carefree Portfolio Trust floater Series 2014-CARE:   
Class E, 4.426% 11/15/19 (e)(g) 4,905,000 4,838,375 
Class F, 3.0097% 11/15/19 (e)(g) 1,650,000 1,573,272 
Class MZA, 6.4025% 11/15/19 (e)(g) 16,217,000 15,994,738 
CGBAM Commercial Mortgage Trust:   
floater Series 2014-HD Class E, 3.3305% 2/15/31 (e)(g) 5,769,000 5,758,603 
Series 2015-SMRT Class F, 3.7859% 4/10/28(e)(g) 5,746,000 5,264,023 
Citigroup Commercial Mortgage Trust:   
Series 2013-GC15 Class D, 5.1045% 9/10/46 (e)(g) 5,254,000 4,706,117 
Series 2015-SHP2 Class E, 4.681% 7/15/27 (e)(g) 2,933,000 2,859,071 
COMM Mortgage Trust:   
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (e) 7,300,000 5,509,079 
Series 2012-CR5 Class D, 4.3374% 12/10/45 (e)(g) 2,000,000 1,900,687 
Series 2013-CR10 Class D, 4.7911% 8/10/46 (e)(g) 2,000,000 1,760,587 
Series 2013-CR12 Class D, 5.0842% 10/10/46 (e)(g) 4,500,000 4,125,294 
Series 2013-CR9 Class D, 4.2572% 7/10/45 (e)(g) 4,255,000 3,722,473 
Series 2013-LC6 Class D, 4.2855% 1/10/46 (e)(g) 3,870,000 3,413,010 
Series 2014-UBS2 Class D, 5.0152% 3/10/47 (e)(g) 3,713,000 3,123,200 
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (e) 1,552,481 1,505,252 
Commercial Mortgage Trust pass-thru certificates:   
Series 2012-CR1:   
Class C, 5.3634% 5/15/45 (g) 1,000,000 1,062,188 
Class D, 5.3634% 5/15/45 (e)(g) 5,550,000 5,424,024 
Series 2012-CR2:   
Class D, 4.8548% 8/15/45 (e)(g) 4,500,000 4,455,666 
Class E, 4.8548% 8/15/45 (e)(g) 6,000,000 5,600,552 
Series 2012-LC4:   
Class C, 5.6447% 12/10/44 (g) 2,000,000 2,150,816 
Class D, 5.6447% 12/10/44 (e)(g) 8,000,000 7,902,581 
Core Industrial Trust Series 2015-TEXW Class F, 3.8487% 2/10/34 (e)(g) 6,565,000 5,858,272 
Credit Suisse First Boston Mortgage Securities Corp.:   
Series 1998-C1 Class F, 6% 5/17/40 (e) 971,589 1,006,474 
Series 1998-C2 Class F, 6.75% 11/15/30 (e) 1,060,301 1,070,607 
CSMC Trust floater Series 2015-DEAL:   
Class E, 4.426% 4/15/29 (e)(g) 2,000,000 1,894,887 
Class F, 5.176% 4/15/29 (e)(g) 5,053,000 4,841,413 
DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (e)(g) 10,853,000 9,929,594 
DBUBS Mortgage Trust Series 2011-LC1A:   
Class E, 5.6634% 11/10/46 (e)(g) 12,490,000 12,957,365 
Class G, 4.652% 11/10/46 (e) 9,843,000 8,343,811 
Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (e) 500,000 500,252 
Freddie Mac:   
pass-thru certificates:   
Series K011 Class X3, 2.5754% 12/25/43 (f)(g) 12,206,096 1,387,971 
Series K012 Class X3, 2.2509% 1/25/41 (f)(g) 20,716,172 2,141,698 
Series K013 Class X3, 2.9064% 1/25/43 (f)(g) 14,360,000 1,825,452 
Series KAIV Class X2, 3.6147% 6/25/46 (f)(g) 7,430,000 1,241,023 
GAHR Commercial Mortgage Trust Series 2015-NRF:   
Class EFX, 3.3822% 12/15/19 (e)(g) 5,607,000 5,183,435 
Class FFX, 3.3822% 12/15/19 (e)(g) 8,032,000 7,169,205 
GMAC Commercial Mortgage Securities, Inc. Series 1997-C2 Class G, 6.75% 4/15/29 (g) 458,948 479,694 
GP Portfolio Trust Series 2014-GPP Class E, 4.1805% 2/15/27 (e)(g) 2,823,000 2,768,531 
Greenwich Capital Commercial Funding Corp. Series 2006-GG7 Class A4, 7.5684% 7/10/38 (g) 3,080,229 3,090,530 
GS Mortgage Securities Corp. II Series 2010-C1:   
Class D, 6.0789% 8/10/43 (e)(g) 4,000,000 4,106,028 
Class E, 4% 8/10/43 (e) 3,770,000 3,352,972 
GS Mortgage Securities Trust:   
Series 2010-C2 Class D, 5.1881% 12/10/43 (e)(g) 3,000,000 2,964,030 
Series 2011-GC5:   
Class C, 5.3078% 8/10/44 (e)(g) 9,000,000 9,627,137 
Class D, 5.3078% 8/10/44 (e)(g) 7,000,000 7,029,985 
Class E, 5.3078% 8/10/44 (e)(g) 4,049,000 3,765,560 
Class F, 4.5% 8/10/44 (e) 4,500,000 3,730,154 
Series 2012-GC6:   
Class C, 5.6314% 1/10/45 (e)(g) 3,600,000 3,808,214 
Class D, 5.6314% 1/10/45 (e)(g) 2,000,000 1,939,969 
Class E, 5% 1/10/45 (e)(g) 4,516,000 3,890,406 
Series 2012-GCJ7:   
Class C, 5.7229% 5/10/45 (g) 6,500,000 6,861,214 
Class D, 5.7229% 5/10/45 (e)(g) 5,500,000 5,312,630 
Class E, 5% 5/10/45 (e) 6,920,000 5,593,336 
Series 2012-GCJ9 Class D, 4.8524% 11/10/45 (e)(g) 4,504,000 4,107,122 
Series 2013-GC16:   
Class D, 5.3158% 11/10/46 (e)(g) 3,750,000 3,359,346 
Class F, 3.5% 11/10/46 (e) 7,303,000 5,227,035 
Hilton U.S.A. Trust:   
floater Series 2014-ORL Class E, 3.5805% 7/15/29 (e)(g) 7,241,000 6,947,886 
Series 2013-HLT Class EFX, 4.4533% 11/5/30 (e)(g) 5,000,000 4,993,814 
Invitation Homes Trust floater Series 2013-SFR1 Class E, 3.068% 12/17/30 (e)(g) 1,500,000 1,427,129 
JPMorgan Chase Commercial Mortgage Securities Corp.:   
Series 2003-C1 Class F, 5.4229% 1/12/37 (e)(g) 1,000,000 995,279 
Series 2009-IWST:   
Class C, 7.4453% 12/5/27 (e)(g) 3,000,000 3,498,814 
Class D, 7.4453% 12/5/27 (e)(g) 9,550,000 11,102,727 
Series 2010-CNTR:   
Class D, 6.1838% 8/5/32 (e)(g) 4,500,000 4,962,768 
Class XB, 0.9305% 8/5/32 (e)(f)(g) 32,655,000 1,072,965 
Series 2012-CBX:   
Class C, 5.2377% 6/15/45 (g) 4,530,000 4,667,393 
Class F, 4% 6/15/45 (e) 5,000,000 4,035,745 
Class G 4% 6/15/45 (e) 4,044,000 2,816,098 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater:   
Series 2014-FBLU Class E, 3.8305% 12/15/28 (e)(g) 2,406,000 2,370,857 
Series 2014-INN:   
Class E, 4.026% 6/15/29 (e)(g) 9,607,000 9,439,807 
Class F, 4.426% 6/15/29 (e)(g) 9,618,000 9,417,957 
Series 2005-LDP5 Class AJ, 5.4758% 12/15/44 (g) 54,979 54,945 
Series 2011-C4 Class F, 3.873% 7/15/46 (e) 1,400,000 1,227,673 
Series 2013-LC11:   
Class D, 4.2384% 4/15/46 (g) 5,250,000 4,543,023 
Class F, 3.25% 4/15/46 (e)(g) 2,518,000 1,647,056 
Series 2014-DSTY Class E, 3.8046% 6/10/27 (e)(g) 2,525,000 2,307,361 
Series 2015-UES Class F, 3.621% 9/5/32 (e)(g) 3,500,000 3,177,674 
JPMorgan Commercial Mortgage Finance Corp. Series 1999-C8 Class H, 6% 7/15/31 (e) 874,381 818,778 
LB-UBS Commercial Mortgage Trust:   
sequential payer Series 2006-C7 Class AM, 5.378% 11/15/38 2,040,000 2,080,036 
Series 2006-C4:   
Class A4, 5.8201% 6/15/38 (g) 3,520,012 3,528,955 
Class AJ, 5.8401% 6/15/38 (g) 7,005,000 7,074,721 
Class AM, 5.8401% 6/15/38 (g) 6,700,000 6,792,603 
LSTAR Commercial Mortgage Trust Series 2014-2:   
Class D, 4.9783% 1/20/41 (e)(g) 3,000,000 2,737,147 
Class E, 4.9783% 1/20/41 (e)(g) 4,800,000 3,854,782 
Mach One Trust LLC Series 2004-1A Class H, 6.0648% 5/28/40 (e)(g) 479,012 477,815 
Merrill Lynch Mortgage Trust Series 2006-C1 Class AM, 5.6664% 5/12/39 (g) 1,200,000 1,204,301 
Mezz Capital Commercial Mortgage Trust Series 2004-C1 Class IO, 8.8661% 1/15/37 (e)(f)(g) 348,229 21,416 
Morgan Stanley BAML Trust:   
Series 2012-C6 Class D, 4.6573% 11/15/45 (e)(g) 2,000,000 1,840,773 
Series 2013-C12 Class D, 4.7664% 10/15/46 (e)(g) 3,250,000 2,961,700 
Series 2013-C13:   
Class D, 4.8939% 11/15/46 (e)(g) 3,100,000 2,834,372 
Class E, 4.8939% 11/15/46 (e)(g) 3,379,000 2,701,398 
Series 2013-C7 Class E, 4.2965% 2/15/46 (e)(g) 1,000,000 845,463 
Series 2013-C9 Class D, 4.1611% 5/15/46 (e)(g) 5,000,000 4,246,427 
Morgan Stanley Capital I Trust:   
sequential payer:   
Series 2006-HQ10 Class AM, 5.36% 11/12/41 8,200,000 8,337,647 
Series 2012-C4 Class E, 5.5245% 3/15/45 (e)(g) 5,630,000 5,500,149 
Series 1997-RR Class F, 7.4216% 4/30/39 (e)(g) 740,663 727,702 
Series 1998-CF1 Class G, 7.35% 7/15/32 (e) 2,386,972 2,389,695 
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43 7,500,000 7,673,122 
Series 2011-C1 Class C, 5.4382% 9/15/47 (e)(g) 4,000,000 4,283,740 
Series 2011-C2:   
Class D, 5.3028% 6/15/44 (e)(g) 4,610,000 4,776,664 
Class E, 5.3028% 6/15/44 (e)(g) 9,600,000 9,594,948 
Class F, 5.3028% 6/15/44 (e)(g) 4,440,000 4,128,554 
Class XB, 0.4583% 6/15/44 (e)(f)(g) 63,708,222 1,589,170 
Series 2011-C3:   
Class C, 5.1783% 7/15/49 (e)(g) 2,000,000 2,117,105 
Class D, 5.1783% 7/15/49 (e)(g) 7,400,000 7,456,765 
Class G, 5.1783% 7/15/49 (e)(g) 3,283,000 2,675,801 
Series 2012-C4 Class D, 5.5245% 3/15/45 (e)(g) 6,310,000 6,364,725 
Series 2015-UBS8 Class D, 3.25% 12/15/48 (e) 5,013,000 3,491,237 
Motel 6 Trust Series 2015-MTL6:   
Class E, 5.2785% 2/5/30 (e) 5,778,000 5,548,489 
Class F, 5% 2/5/30 (e) 10,728,000 9,870,337 
MSJP Commercial Securities Mortgage Trust Series 2015-HAUL Class E, 4.851% 9/5/47 (e)(g) 1,500,000 1,247,609 
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (e) 4,752,299 5,843,427 
SCG Trust Series 2013-SRP1 Class D, 3.6742% 11/15/26 (e)(g) 1,000,000 971,188 
TIAA Seasoned Commercial Mortgage Trust sequential payer Series 2007-C4 Class AJ, 5.5102% 8/15/39 (g) 884,336 887,598 
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (e) 10,630,000 10,722,216 
UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5344% 5/10/45 (e)(g) 3,235,000 3,197,398 
UBS-Barclays Commercial Mortgage Trust sequential payer Series 2012-C3 Class A1, 0.726% 8/10/49 1,412,215 1,402,675 
UBS-Citigroup Commercial Mortgage Trust Series 2011-C1 Class B, 5.8878% 1/10/45 (e)(g) 3,000,000 3,393,280 
Vornado DP LLC Series 2010-VNO Class D, 6.3555% 9/13/28 (e) 2,540,000 2,829,192 
Wachovia Bank Commercial Mortgage Trust Series 2004-C11 Class D, 5.1191% 1/15/41 (g) 5,177,000 5,257,930 
Wells Fargo Commercial Mortgage Trust Series 2012-LC5 Class D, 4.7768% 10/15/45 (e)(g) 9,999,000 9,260,385 
WF-RBS Commercial Mortgage Trust:   
sequential payer Series 2011-C4I Class G, 5% 6/15/44 (e) 4,000,000 3,066,684 
Series 2011-C3:   
Class C, 5.335% 3/15/44 (e) 4,900,000 5,159,663 
Class D, 5.5722% 3/15/44 (e)(g) 1,000,000 1,016,292 
Class E, 5% 3/15/44 (e) 3,000,000 2,678,416 
Series 2011-C5:   
Class F, 5.25% 11/15/44 (e)(g) 3,000,000 2,416,400 
Class G, 5.25% 11/15/44 (e)(g) 2,000,000 1,531,082 
Series 2012-C10 Class E, 4.4542% 12/15/45 (e)(g) 4,090,000 3,088,721 
Series 2012-C7:   
Class D, 4.8377% 6/15/45 (e)(g) 2,380,000 2,363,987 
Class F, 4.5% 6/15/45 (e) 2,000,000 1,688,720 
Series 2013-C11:   
Class D, 4.1794% 3/15/45 (e)(g) 5,830,000 5,041,972 
Class E, 4.1794% 3/15/45 (e)(g) 4,780,000 3,844,105 
Series 2013-C13 Class D, 4.1386% 5/15/45 (e)(g) 4,000,000 3,570,867 
Series 2013-UBS1 Class D, 4.6299% 3/15/46 (e)(g) 1,668,000 1,481,765 
WFCG Commercial Mortgage Trust floater Series 2015-BXRP:   
Class F, 4.0508% 11/15/29 (e)(g) 5,152,378 5,101,792 
Class G, 3.3505% 11/15/29 (e)(g) 3,391,668 3,083,539 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $560,702,920)  574,426,162 
Bank Loan Obligations - 6.8%   
CONSUMER DISCRETIONARY - 2.8%   
Hotels, Restaurants & Leisure - 2.1%   
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (g) 13,170,905 11,452,101 
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (g) 10,143,093 8,384,991 
Cooper Hotel Group 12% 11/6/17 13,156,538 13,814,365 
ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (g) 14,218,748 14,254,294 
Four Seasons Holdings, Inc.:   
Tranche 2LN, term loan 6.25% 12/27/20 (g) 2,150,000 2,115,063 
Tranche B 1LN, term loan 3.5% 6/27/20 (g) 1,986,701 1,956,900 
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (g) 14,821,555 14,787,317 
La Quinta Intermediate Holdings LLC Tranche B LN, term loan 3.75% 4/14/21 (g) 13,115,812 12,574,785 
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (g) 6,438,522 6,213,174 
Ryman Hospitality Properties, Inc. Tranche B, term loan 3.5% 1/15/21 (g) 2,255,650 2,244,372 
  87,797,362 
Media - 0.2%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (g) 7,776,563 7,672,046 
Multiline Retail - 0.4%   
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (g) 15,306,656 14,943,123 
Specialty Retail - 0.1%   
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 5.5% 10/11/18 (g) 6,181,627 6,173,900 
TOTAL CONSUMER DISCRETIONARY  116,586,431 
CONSUMER STAPLES - 0.4%   
Food & Staples Retailing - 0.4%   
Albertson's LLC:   
Tranche B 2LN, term loan 5.5% 3/21/19 (g) 5,084,922 5,031,225 
Tranche B 3LN, term loan 5.125% 8/25/19 (g) 8,166,812 7,983,059 
Tranche B 5LN, term loan 12/21/22 (h) 5,005,000 4,886,131 
  17,900,415 
ENERGY - 0.5%   
Oil, Gas & Consumable Fuels - 0.5%   
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (g) 2,000,000 1,800,000 
Panda Sherman Power, LLC term loan 9% 9/14/18 (g) 7,112,245 6,223,215 
Panda Temple Power, LLC term loan 7.25% 4/3/19 (g) 8,580,000 7,293,000 
TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (g) 4,190,353 4,014,903 
  19,331,118 
FINANCIALS - 1.8%   
Real Estate Investment Trusts - 0.3%   
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (g) 10,767,409 10,583,501 
Real Estate Management & Development - 1.3%   
AmeriCold Reality Operating Partnership LP Tranche B, term loan 6.5% 12/1/22 (g) 8,345,000 8,324,138 
CityCenter 8.74% 7/12/16 (g) 2,220,904 2,220,904 
NorthStar Asset Management LP Tranche B 1LN, term loan 4.625% 1/29/23 (g) 5,010,000 4,834,650 
Realogy Corp. Credit-Linked Deposit 4.6795% 10/10/16 (g) 418,475 412,198 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (g) 37,814,057 37,511,545 
  53,303,435 
Thrifts & Mortgage Finance - 0.2%   
Ocwen Loan Servicing, LLC Tranche B, term loan 5.5% 2/15/18 (g) 7,680,832 7,666,469 
TOTAL FINANCIALS  71,553,405 
HEALTH CARE - 0.1%   
Health Care Providers & Services - 0.1%   
Community Health Systems, Inc.:   
Tranche F, term loan 3.6567% 12/31/18 (g) 1,985,000 1,951,632 
Tranche H, term loan 4% 1/27/21 (g) 3,104,062 2,983,779 
  4,935,411 
INDUSTRIALS - 0.4%   
Commercial Services & Supplies - 0.3%   
Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (g) 3,930,000 3,507,525 
Pilot Travel Centers LLC Tranche B, term loan 3.75% 10/3/21 (g) 7,200,000 7,198,200 
  10,705,725 
Construction & Engineering - 0.1%   
Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (g) 5,635,081 5,547,061 
TOTAL INDUSTRIALS  16,252,786 
UTILITIES - 0.8%   
Electric Utilities - 0.5%   
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (g) 7,269,112 6,828,458 
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (g) 3,344,688 3,252,709 
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (g) 7,910,170 7,560,145 
Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (g) 2,742,300 2,701,166 
  20,342,478 
Independent Power and Renewable Electricity Producers - 0.3%   
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (g) 1,960,000 1,900,220 
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (g) 11,427,742 10,099,267 
  11,999,487 
TOTAL UTILITIES  32,341,965 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $288,225,610)  278,901,531 
Preferred Securities - 0.0%   
FINANCIALS - 0.0%   
Diversified Financial Services - 0.0%   
Crest Dartmouth Street 2003 1 Ltd. Series 2003-1A Class PS, 6/28/38 (e) 1,220,000 236,558 
Thrifts & Mortgage Finance - 0.0%   
Crest Clarendon Street 2002-1 Ltd. Series 2002-1A Class PS, 12/28/35 (e) 500,000 250 
TOTAL FINANCIALS   
(Cost $1,297,768)  236,808 
 Shares Value 
Money Market Funds - 7.7%   
Fidelity Cash Central Fund, 0.38% (i) 315,432,448 315,432,448 
Fidelity Securities Lending Cash Central Fund, 0.42% (i)(j) 836,900 836,900 
TOTAL MONEY MARKET FUNDS   
(Cost $316,269,348)  316,269,348 
TOTAL INVESTMENT PORTFOLIO - 99.9%   
(Cost $4,071,702,046)  4,095,652,086 
NET OTHER ASSETS (LIABILITIES) - 0.1%  4,270,263 
NET ASSETS - 100%  $4,099,922,349 

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,626,683 or 0.1% of net assets.

 (c) Affiliated company

 (d) Security or a portion of the security is on loan at period end.

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $710,214,608 or 17.3% of net assets.

 (f) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

 (g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

 (h) The coupon rate will be determined upon settlement of the loan after period end.

 (i) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (j) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost 
Fannie Mae REMIC Trust Series 2001-W3 subordinate REMIC pass thru certificates, Class B3, 7% 9/25/41 5/21/03 $72,239 
Fannie Mae REMIC Trust Series 2003-W1 subordinate REMIC pass thru certificates, Class B3, 4.2244% 12/25/42 3/25/03 $66,253 
Stanley Martin Communities LLC Class B 8/3/05 - 3/1/07 $4,244,623 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $276,541 
Fidelity Securities Lending Cash Central Fund 12,966 
Total $289,507 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Acadia Realty Trust (SBI) $119,299,759 $826,274 $-- $1,870,757 $128,067,631 
Arbor Realty Trust, Inc. 20,991,789 -- 75,982 920,693 20,002,767 
Arbor Realty Trust, Inc. 7.375% 10,597,189 -- -- 396,964 9,714,449 
Arbor Realty Trust, Inc. Series A, 8.25% 4,814,206 -- -- 194,998 4,350,938 
Arbor Realty Trust, Inc. Series B, 7.75% 5,940,000 -- -- 232,500 5,143,200 
Arbor Realty Trust, Inc. Series C, 8.50% 2,578,000 -- -- 106,250 2,380,000 
Total $164,220,943 $826,274 $75,982 $3,722,162 $169,658,985 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $5,586,643 $-- $-- $5,586,643 
Financials 2,081,150,071 2,045,965,022 35,185,047 
Corporate Bonds 740,748,355 -- 740,748,355 -- 
Asset-Backed Securities 88,839,742 -- 84,316,452 4,523,290 
Collateralized Mortgage Obligations 9,493,426 -- 9,164,040 329,386 
Commercial Mortgage Securities 574,426,162 -- 574,404,746 21,416 
Bank Loan Obligations 278,901,531 -- 262,454,064 16,447,467 
Preferred Securities 236,808 -- -- 236,808 
Money Market Funds 316,269,348 316,269,348 -- -- 
Total Investments in Securities: $4,095,652,086 $2,362,234,370 $1,706,272,704 $27,145,012 

Other Information

The composition of credit quality ratings as a percentage of Total Net Assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations 0.3% 
AAA,AA,A 3.2% 
BBB 7.7% 
BB 10.2% 
9.9% 
CCC,CC,C 0.8% 
0.0% 
Not Rated 9.2% 
Equities 50.9% 
Short-Term Investments and Net Other Assets 7.8% 
 100.0% 

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $830,672) — See accompanying schedule:
Unaffiliated issuers (cost $3,629,713,380) 
$3,609,723,753  
Fidelity Central Funds (cost $316,269,348) 316,269,348  
Other affiliated issuers (cost $125,719,318) 169,658,985  
Total Investments (cost $4,071,702,046)  $4,095,652,086 
Cash  406,585 
Receivable for investments sold  10,498,133 
Receivable for fund shares sold  6,810,879 
Dividends receivable  2,831,056 
Interest receivable  16,631,028 
Distributions receivable from Fidelity Central Funds  90,835 
Prepaid expenses  7,239 
Other receivables  6,404 
Total assets  4,132,934,245 
Liabilities   
Payable for investments purchased $22,893,903  
Payable for fund shares redeemed 6,090,145  
Accrued management fee 1,865,778  
Distribution and service plan fees payable 336,650  
Other affiliated payables 895,024  
Other payables and accrued expenses 93,496  
Collateral on securities loaned, at value 836,900  
Total liabilities  33,011,896 
Net Assets  $4,099,922,349 
Net Assets consist of:   
Paid in capital  $4,058,965,412 
Undistributed net investment income  5,433,035 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  11,573,767 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  23,950,135 
Net Assets  $4,099,922,349 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($502,555,910 ÷ 45,733,048 shares)  $10.99 
Maximum offering price per share (100/96.00 of $10.99)  $11.45 
Class T:   
Net Asset Value and redemption price per share ($55,119,063 ÷ 5,012,997 shares)  $11.00 
Maximum offering price per share (100/96.00 of $11.00)  $11.46 
Class C:   
Net Asset Value and offering price per share ($266,307,883 ÷ 24,437,854 shares)(a)  $10.90 
Real Estate Income:   
Net Asset Value, offering price and redemption price per share ($2,432,269,584 ÷ 220,305,689 shares)  $11.04 
Class I:   
Net Asset Value, offering price and redemption price per share ($843,669,909 ÷ 76,623,780 shares)  $11.01 

 (a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.


See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 
Investment Income   
Dividends (including $3,722,162 earned from other affiliated issuers)  $57,796,227 
Interest  54,330,088 
Income from Fidelity Central Funds  289,507 
Total income  112,415,822 
Expenses   
Management fee $11,438,256  
Transfer agent fees 4,677,965  
Distribution and service plan fees 2,074,923  
Accounting and security lending fees 666,667  
Custodian fees and expenses 18,251  
Independent trustees' compensation 9,217  
Registration fees 92,142  
Audit 92,436  
Legal 8,157  
Miscellaneous 11,803  
Total expenses before reductions 19,089,817  
Expense reductions (38,726) 19,051,091 
Net investment income (loss)  93,364,731 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 27,697,024  
Other affiliated issuers (10,109)  
Foreign currency transactions (103,705)  
Total net realized gain (loss)  27,583,210 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(192,848,074)  
Assets and liabilities in foreign currencies 70,075  
Total change in net unrealized appreciation (depreciation)  (192,777,999) 
Net gain (loss)  (165,194,789) 
Net increase (decrease) in net assets resulting from operations  $(71,830,058) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $93,364,731 $200,528,467 
Net realized gain (loss) 27,583,210 54,207,307 
Change in net unrealized appreciation (depreciation) (192,777,999) (52,184,229) 
Net increase (decrease) in net assets resulting from operations (71,830,058) 202,551,545 
Distributions to shareholders from net investment income (122,107,962) (199,452,326) 
Distributions to shareholders from net realized gain (51,815,947) (75,677,564) 
Total distributions (173,923,909) (275,129,890) 
Share transactions - net increase (decrease) 28,537,379 215,193,161 
Redemption fees 122,503 424,938 
Total increase (decrease) in net assets (217,094,085) 143,039,754 
Net Assets   
Beginning of period 4,317,016,434 4,173,976,680 
End of period (including undistributed net investment income of $5,433,035 and undistributed net investment income of $34,176,266, respectively) $4,099,922,349 $4,317,016,434 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class A

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.66 $11.86 $11.67 $11.26 $10.73 $9.94 
Income from Investment Operations       
Net investment income (loss)A .25 .52 .49 .54 .52 .53 
Net realized and unrealized gain (loss) (.45) .02 .44 .60 .61 .76 
Total from investment operations (.20) .54 .93 1.14 1.13 1.29 
Distributions from net investment income (.33) (.52) (.50) (.53) (.51) (.50) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.47) (.74)B (.74) (.73) (.60)C (.50) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $10.99 $11.66 $11.86 $11.67 $11.26 $10.73 
Total ReturnE,F,G (1.74)% 4.65% 8.49% 10.45% 11.24% 13.27% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.03%J 1.04% 1.06% 1.08% 1.12% 1.13% 
Expenses net of fee waivers, if any 1.03%J 1.03% 1.05% 1.08% 1.12% 1.13% 
Expenses net of all reductions 1.03%J 1.03% 1.05% 1.07% 1.11% 1.12% 
Net investment income (loss) 4.36%J 4.40% 4.28% 4.62% 4.89% 5.00% 
Supplemental Data       
Net assets, end of period (000 omitted) $502,556 $495,462 $442,271 $378,269 $137,352 $60,283 
Portfolio turnover rateK 15%J 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.74 per share is comprised of distributions from net investment income of $.523 and distributions from net realized gain of $.212 per share.

 C Total distributions of $.60 per share is comprised of distributions from net investment income of $.505 and distributions from net realized gain of $.097 per share.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class T

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.66 $11.86 $11.67 $11.26 $10.72 $9.94 
Income from Investment Operations       
Net investment income (loss)A .25 .51 .49 .54 .52 .52 
Net realized and unrealized gain (loss) (.44) .02 .43 .60 .62 .76 
Total from investment operations (.19) .53 .92 1.14 1.14 1.28 
Distributions from net investment income (.32) (.52) (.50) (.53) (.50) (.50) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.47)B (.73) (.73)C (.73) (.60) (.50) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $11.00 $11.66 $11.86 $11.67 $11.26 $10.72 
Total ReturnE,F,G (1.67)% 4.62% 8.44% 10.42% 11.33% 13.11% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.07%J 1.06% 1.08% 1.08% 1.11% 1.16% 
Expenses net of fee waivers, if any 1.07%J 1.06% 1.08% 1.08% 1.11% 1.16% 
Expenses net of all reductions 1.07%J 1.06% 1.07% 1.08% 1.11% 1.16% 
Net investment income (loss) 4.33%J 4.37% 4.26% 4.61% 4.90% 4.96% 
Supplemental Data       
Net assets, end of period (000 omitted) $55,119 $55,424 $48,164 $46,198 $26,143 $7,626 
Portfolio turnover rateK 15%J 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.47 per share is comprised of distributions from net investment income of $.324 and distributions from net realized gain of $.142 per share.

 C Total distributions of $.73 per share is comprised of distributions from net investment income of $.496 and distributions from net realized gain of $.236 per share.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class C

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.55 $11.77 $11.59 $11.20 $10.67 $9.93 
Income from Investment Operations       
Net investment income (loss)A .20 .43 .40 .45 .44 .45 
Net realized and unrealized gain (loss) (.43) .01 .43 .60 .62 .74 
Total from investment operations (.23) .44 .83 1.05 1.06 1.19 
Distributions from net investment income (.28) (.45) (.42) (.46) (.43) (.45) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.42) (.66) (.65)B (.66) (.53) (.45) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $10.90 $11.55 $11.77 $11.59 $11.20 $10.67 
Total ReturnD,E,F (2.02)% 3.82% 7.66% 9.66% 10.49% 12.25% 
Ratios to Average Net AssetsG,H       
Expenses before reductions 1.79%I 1.79% 1.79% 1.81% 1.87% 1.89% 
Expenses net of fee waivers, if any 1.79%I 1.78% 1.79% 1.81% 1.87% 1.89% 
Expenses net of all reductions 1.78%I 1.78% 1.79% 1.81% 1.87% 1.89% 
Net investment income (loss) 3.61%I 3.65% 3.54% 3.88% 4.14% 4.23% 
Supplemental Data       
Net assets, end of period (000 omitted) $266,308 $291,387 $246,306 $204,012 $52,780 $21,555 
Portfolio turnover rateJ 15%I 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.65 per share is comprised of distributions from net investment income of $.417 and distributions from net realized gain of $.236 per share.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Total returns do not include the effect of the contingent deferred sales charge.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.71 $11.91 $11.71 $11.29 $10.75 $9.95 
Income from Investment Operations       
Net investment income (loss)A .26 .54 .52 .57 .54 .55 
Net realized and unrealized gain (loss) (.45) .02 .44 .60 .62 .76 
Total from investment operations (.19) .56 .96 1.17 1.16 1.31 
Distributions from net investment income (.34) (.55) (.53) (.55) (.52) (.51) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.48) (.76) (.76)B (.75) (.62) (.51) 
Redemption fees added to paid in capitalA,C – – – – – – 
Net asset value, end of period $11.04 $11.71 $11.91 $11.71 $11.29 $10.75 
Total ReturnD,E (1.61)% 4.84% 8.78% 10.71% 11.50% 13.41% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .84%H .83% .83% .84% .90% .92% 
Expenses net of fee waivers, if any .84%H .82% .83% .84% .89% .92% 
Expenses net of all reductions .84%H .82% .83% .84% .89% .92% 
Net investment income (loss) 4.55%H 4.61% 4.50% 4.85% 5.12% 5.21% 
Supplemental Data       
Net assets, end of period (000 omitted) $2,432,270 $2,561,268 $2,627,382 $2,884,545 $2,252,149 $1,660,063 
Portfolio turnover rateI 15%H 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.76 per share is comprised of distributions from net investment income of $.525 and distributions from net realized gain of $.236 per share.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Real Estate Income Fund Class I

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $11.68 $11.88 $11.69 $11.28 $10.74 $9.95 
Income from Investment Operations       
Net investment income (loss)A .26 .55 .52 .57 .55 .55 
Net realized and unrealized gain (loss) (.44) .02 .44 .60 .62 .76 
Total from investment operations (.18) .57 .96 1.17 1.17 1.31 
Distributions from net investment income (.34) (.55) (.53) (.56) (.53) (.52) 
Distributions from net realized gain (.14) (.21) (.24) (.20) (.10) – 
Total distributions (.49)B (.77)C (.77) (.76) (.63) (.52) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $11.01 $11.68 $11.88 $11.69 $11.28 $10.74 
Total ReturnE,F (1.58)% 4.92% 8.76% 10.72% 11.62% 13.44% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .77%I .77% .78% .80% .84% .89% 
Expenses net of fee waivers, if any .77%I .77% .78% .80% .84% .89% 
Expenses net of all reductions .77%I .77% .78% .80% .84% .89% 
Net investment income (loss) 4.62%I 4.66% 4.55% 4.89% 5.17% 5.24% 
Supplemental Data       
Net assets, end of period (000 omitted) $843,670 $913,475 $809,854 $610,045 $217,435 $43,282 
Portfolio turnover rateJ 15%I 19% 29% 26% 27% 25% 

 A Calculated based on average shares outstanding during the period.

 B Total distributions of $.49 per share is comprised of distributions from net investment income of $.344 and distributions from net realized gain of $.142 per share.

 C Total distributions of $.77 per share is comprised of distributions from net investment income of $.554 and distributions from net realized gain of $.212 per share.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements

For the period ended January 31, 2016

1. Organization.

Fidelity Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Real Estate Income and Class I shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. For certain lower credit quality securitized assets that have contractual cash flows (for example, asset backed securities, collateralized mortgage obligations and commercial mortgage-backed securities), changes in estimated cash flows are periodically evaluated and the estimated yield is adjusted on a prospective basis, resulting in increases or decreases to Interest Income in the accompanying Statement of Operations. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, equity-debt classifications, certain conversion ratio adjustments, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $334,852,544 
Gross unrealized depreciation (312,097,638) 
Net unrealized appreciation (depreciation) on securities $22,754,906 
Tax cost $4,072,897,180 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $297,303,556 and $387,535,386, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $606,187 $4,643 
Class T -% .25% 69,476 – 
Class C .75% .25% 1,399,260 254,178 
   $2,074,923 $258,821 

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges are 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 Retained
by FDC 
Class A $36,180 
Class T 4,664 
Class C(a) 17,718 
 $58,562 

 (a) When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.


Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $465,764 .19 
Class T 62,806 .23 
Class C 272,734 .19 
Real Estate Income 3,114,175 .25 
Class I 762,486 .18 
 $ 4,677,965  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $4,734 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,805 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $12,966. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $22,145 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1,735.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14,846.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Class A $13,783,244 $21,010,715 
Class T 1,575,598 2,305,119 
Class C 6,852,507 10,465,476 
Real Estate Income 74,108,924 122,206,251 
Class I 25,787,689 43,464,765 
Total $122,107,962 $199,452,326 
From net realized gain   
Class A $6,008,169 $7,958,848 
Class T 680,042 875,220 
Class C 3,527,228 4,645,932 
Real Estate Income 30,805,486 46,720,433 
Class I 10,795,022 15,477,131 
Total $51,815,947 $75,677,564 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 8,833,232 17,614,783 $99,136,860 $207,492,435 
Reinvestment of distributions 1,654,994 2,253,682 18,423,230 26,209,333 
Shares redeemed (7,261,614) (14,664,043) (81,991,780) (171,937,484) 
Net increase (decrease) 3,226,612 5,204,422 $35,568,310 $61,764,284 
Class T     
Shares sold 585,301 1,551,308 $6,617,495 $18,286,948 
Reinvestment of distributions 187,688 251,652 2,090,146 2,927,374 
Shares redeemed (512,341) (1,110,729) (5,798,010) (13,074,996) 
Net increase (decrease) 260,648 692,231 $2,909,631 $8,139,326 
Class C     
Shares sold 2,124,908 7,875,459 $23,840,323 $92,082,413 
Reinvestment of distributions 822,712 1,105,279 9,089,251 12,763,694 
Shares redeemed (3,727,311) (4,690,719) (41,694,636) (54,577,835) 
Net increase (decrease) (779,691) 4,290,019 $(8,765,062) $50,268,272 
Real Estate Income     
Shares sold 22,973,738 51,184,144 $261,251,386 $605,520,317 
Reinvestment of distributions 8,268,560 12,742,585 92,453,420 148,826,128 
Shares redeemed (29,628,387) (65,882,524) (336,288,502) (777,479,294) 
Net increase (decrease) 1,613,911 (1,955,795) $17,416,304 $(23,132,849) 
Class I     
Shares sold 16,198,203 38,671,974 $182,574,922 $455,469,590 
Reinvestment of distributions 2,502,407 3,704,065 27,905,962 43,129,998 
Shares redeemed (20,276,080) (32,342,580) (229,072,688) (380,445,460) 
Net increase (decrease) (1,575,470) 10,033,459 $(18,591,804) $118,154,128 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Real Estate Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Income Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of January 31, 2016, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Income Fund as of January 31, 2016, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 18, 2016

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.03%    
Actual  $1,000.00 $982.60 $5.13 
Hypothetical-C  $1,000.00 $1,019.96 $5.23 
Class T 1.07%    
Actual  $1,000.00 $983.30 $5.33 
Hypothetical-C  $1,000.00 $1,019.76 $5.43 
Class C 1.79%    
Actual  $1,000.00 $979.80 $8.91 
Hypothetical-C  $1,000.00 $1,016.14 $9.07 
Real Estate Income .84%    
Actual  $1,000.00 $983.90 $4.19 
Hypothetical-C  $1,000.00 $1,020.91 $4.27 
Class I .77%    
Actual  $1,000.00 $984.20 $3.84 
Hypothetical-C  $1,000.00 $1,021.27 $3.91 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

REIA-SANN-0316
1.907552.105


Fidelity Advisor® Small Cap Value Fund -
Class A, Class T, Class B and Class C



Semi-Annual Report

January 31, 2016

Class A, Class T, Class B and Class C are classes of Fidelity® Small Cap Value Fund




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Store Capital Corp. 3.5 2.6 
ProAssurance Corp. 2.8 2.4 
Silgan Holdings, Inc. 2.7 2.6 
Universal Corp. 2.7 2.4 
CVB Financial Corp. 2.6 2.5 
First Niagara Financial Group, Inc. 2.6 2.2 
World Fuel Services Corp. 2.5 2.2 
Aspen Insurance Holdings Ltd. 2.5 2.7 
Genesee & Wyoming, Inc. Class A 2.4 0.0 
Allied World Assurance Co. Holdings AG 2.4 0.0 
 26.7  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 40.4 41.0 
Industrials 13.0 13.2 
Consumer Discretionary 12.0 9.3 
Information Technology 11.3 12.9 
Health Care 6.6 6.8 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 99.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.6% 


 * Foreign investments - 14.2%


As of July 31, 2015* 
   Stocks 99.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.8% 


 * Foreign investments - 11.2%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.0%   
Auto Components - 1.7%   
Standard Motor Products, Inc. (a) 1,183,301 $44,148,960 
Hotels, Restaurants & Leisure - 2.4%   
DineEquity, Inc. 750,000 63,690,000 
Multiline Retail - 2.2%   
Dillard's, Inc. Class A (b) 850,000 59,848,500 
Specialty Retail - 5.3%   
Aarons, Inc. Class A 2,045,100 46,791,888 
Genesco, Inc. (c) 616,728 40,790,390 
Hibbett Sports, Inc. (a)(b)(c) 1,625,600 52,279,296 
  139,861,574 
Textiles, Apparel & Luxury Goods - 0.4%   
Vera Bradley, Inc. (c) 750,000 11,085,000 
TOTAL CONSUMER DISCRETIONARY  318,634,034 
CONSUMER STAPLES - 3.4%   
Food Products - 0.7%   
Post Holdings, Inc. (c) 300,000 17,550,000 
Tobacco - 2.7%   
Universal Corp. (a)(b) 1,308,239 71,599,920 
TOTAL CONSUMER STAPLES  89,149,920 
ENERGY - 4.7%   
Energy Equipment & Services - 2.0%   
Hornbeck Offshore Services, Inc. (b)(c) 1,600,000 13,008,000 
ShawCor Ltd. Class A 1,800,000 38,867,871 
  51,875,871 
Oil, Gas & Consumable Fuels - 2.7%   
Northern Oil & Gas, Inc. (b)(c) 1,958,249 6,462,222 
World Fuel Services Corp. 1,700,000 66,215,000 
  72,677,222 
TOTAL ENERGY  124,553,093 
FINANCIALS - 40.4%   
Banks - 11.7%   
Associated Banc-Corp. 2,846,535 49,956,689 
CVB Financial Corp. (b) 4,500,010 68,895,153 
First Citizen Bancshares, Inc. 140,370 34,539,442 
First Citizen Bancshares, Inc. Class A (c) 180,954 44,525,541 
First Niagara Financial Group, Inc. 7,000,000 68,530,000 
UMB Financial Corp. 898,691 42,148,608 
  308,595,433 
Capital Markets - 5.3%   
Federated Investors, Inc. Class B (non-vtg.) 2,199,963 55,637,064 
OM Asset Management Ltd. 3,200,001 36,192,011 
Waddell & Reed Financial, Inc. Class A 1,750,000 48,020,000 
  139,849,075 
Insurance - 11.6%   
Allied World Assurance Co. Holdings AG 1,750,000 64,032,500 
Aspen Insurance Holdings Ltd. 1,413,257 65,730,583 
Endurance Specialty Holdings Ltd. 902,400 55,885,632 
First American Financial Corp. 1,421,287 48,849,634 
ProAssurance Corp. 1,468,200 73,586,184 
  308,084,533 
Real Estate Investment Trusts - 7.9%   
National Retail Properties, Inc. (b) 450,000 19,323,000 
Potlatch Corp. 200,630 5,786,169 
Rouse Properties, Inc. (a)(b) 3,000,000 52,500,000 
Sabra Health Care REIT, Inc. 2,042,700 37,503,972 
Store Capital Corp. 3,750,000 92,962,501 
  208,075,642 
Real Estate Management & Development - 2.0%   
Kennedy Wilson Europe Real Estate PLC 3,409,540 54,378,646 
Thrifts & Mortgage Finance - 1.9%   
Washington Federal, Inc. 2,323,600 49,608,860 
TOTAL FINANCIALS  1,068,592,189 
HEALTH CARE - 6.6%   
Health Care Equipment & Supplies - 1.0%   
Integra LifeSciences Holdings Corp. (c) 439,597 27,013,236 
Health Care Providers & Services - 3.8%   
Civitas Solutions, Inc. (a)(c) 2,451,897 58,992,642 
Team Health Holdings, Inc. (c) 1,000,000 40,870,000 
  99,862,642 
Health Care Technology - 0.7%   
Cegedim SA (c) 670,247 20,017,720 
Pharmaceuticals - 1.1%   
Innoviva, Inc. 2,831,853 28,375,167 
TOTAL HEALTH CARE  175,268,765 
INDUSTRIALS - 13.0%   
Aerospace & Defense - 1.9%   
Moog, Inc. Class A (c) 1,100,000 50,963,000 
Commercial Services & Supplies - 1.4%   
Essendant, Inc. 1,242,998 37,115,920 
Electrical Equipment - 2.1%   
AZZ, Inc. 500,000 25,740,000 
EnerSys 600,000 29,058,000 
  54,798,000 
Machinery - 3.7%   
Hillenbrand, Inc. 500,000 13,540,000 
Mueller Industries, Inc. 2,100,000 53,445,000 
Valmont Industries, Inc. (b) 295,000 31,444,050 
  98,429,050 
Road & Rail - 2.4%   
Genesee & Wyoming, Inc. Class A (c) 1,300,000 64,454,000 
Trading Companies & Distributors - 1.5%   
WESCO International, Inc. (b)(c) 960,033 38,766,133 
TOTAL INDUSTRIALS  344,526,103 
INFORMATION TECHNOLOGY - 11.3%   
Electronic Equipment & Components - 5.7%   
Ingram Micro, Inc. Class A 1,800,000 50,760,000 
SYNNEX Corp. 527,200 44,258,440 
Tech Data Corp. (c) 900,000 56,160,000 
  151,178,440 
Internet Software & Services - 3.2%   
Cimpress NV (b)(c) 528,100 41,466,412 
j2 Global, Inc. 574,300 41,642,493 
  83,108,905 
IT Services - 1.7%   
CACI International, Inc. Class A (c) 540,400 44,891,028 
Software - 0.7%   
SS&C Technologies Holdings, Inc. 300,000 19,287,000 
TOTAL INFORMATION TECHNOLOGY  298,465,373 
MATERIALS - 3.5%   
Containers & Packaging - 2.7%   
Silgan Holdings, Inc. 1,370,000 72,431,900 
Metals & Mining - 0.8%   
Compass Minerals International, Inc. 290,052 21,710,392 
TOTAL MATERIALS  94,142,292 
UTILITIES - 4.5%   
Electric Utilities - 4.5%   
El Paso Electric Co. 1,524,121 62,382,273 
IDACORP, Inc. 822,000 57,202,980 
  119,585,253 
TOTAL COMMON STOCKS   
(Cost $2,511,983,311)  2,632,917,022 
Money Market Funds - 5.0%   
Fidelity Cash Central Fund, 0.38% (d) 7,686,167 7,686,167 
Fidelity Securities Lending Cash Central Fund, 0.42% (d)(e) 124,346,925 124,346,925 
TOTAL MONEY MARKET FUNDS   
(Cost $132,033,092)  132,033,092 
TOTAL INVESTMENT PORTFOLIO - 104.4%   
(Cost $2,644,016,403)  2,764,950,114 
NET OTHER ASSETS (LIABILITIES) - (4.4)%  (117,765,989) 
NET ASSETS - 100%  $2,647,184,125 

Legend

 (a) Affiliated company

 (b) Security or a portion of the security is on loan at period end.

 (c) Non-income producing

 (d) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (e) Investment made with cash collateral received from securities on loan.


Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $25,747 
Fidelity Securities Lending Cash Central Fund 917,702 
Total $943,449 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate Value, beginning of period Purchases Sales Proceeds Dividend Income Value, end of period 
Civitas Solutions, Inc. $66,136,343 $-- $13,660,090 $-- $58,992,642 
Hibbett Sports, Inc. 11,341,950 55,985,079 2,178,105 -- 52,279,296 
Rouse Properties, Inc. 76,560,000 -- 23,770,281 438,063 52,500,000 
Standard Motor Products, Inc. 43,273,318 -- -- 354,990 44,148,960 
Universal Corp. 68,930,035 4,859,141 -- 1,373,651 71,599,920 
Total $266,241,646 $60,844,220 $39,608,476 $2,166,704 $279,520,818 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $318,634,034 $318,634,034 $-- $-- 
Consumer Staples 89,149,920 89,149,920 -- -- 
Energy 124,553,093 124,553,093 -- -- 
Financials 1,068,592,189 1,014,213,543 54,378,646 -- 
Health Care 175,268,765 155,251,045 20,017,720 -- 
Industrials 344,526,103 344,526,103 -- -- 
Information Technology 298,465,373 298,465,373 -- -- 
Materials 94,142,292 94,142,292 -- -- 
Utilities 119,585,253 119,585,253 -- -- 
Money Market Funds 132,033,092 132,033,092 -- -- 
Total Investments in Securities: $2,764,950,114 $2,690,553,748 $74,396,366 $-- 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total 
Level 1 to Level 2 $76,991,539 
Level 2 to Level 1 $0 

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 85.8% 
Bermuda 4.6% 
Switzerland 2.4% 
Bailiwick of Jersey 2.0% 
Netherlands 1.6% 
Canada 1.5% 
United Kingdom 1.4% 
Others (Individually Less Than 1%) 0.7% 
 100.0% 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $126,372,798) — See accompanying schedule:
Unaffiliated issuers (cost $2,257,670,042) 
$2,353,396,204  
Fidelity Central Funds (cost $132,033,092) 132,033,092  
Other affiliated issuers (cost $254,313,269) 279,520,818  
Total Investments (cost $2,644,016,403)  $2,764,950,114 
Receivable for investments sold  46,449,057 
Receivable for fund shares sold  2,104,092 
Dividends receivable  1,972,351 
Distributions receivable from Fidelity Central Funds  184,289 
Prepaid expenses  4,733 
Other receivables  7,953 
Total assets  2,815,672,589 
Liabilities   
Payable for investments purchased $36,727,025  
Payable for fund shares redeemed 4,651,132  
Accrued management fee 2,025,863  
Distribution and service plan fees payable 122,582  
Other affiliated payables 582,300  
Other payables and accrued expenses 32,637  
Collateral on securities loaned, at value 124,346,925  
Total liabilities  168,488,464 
Net Assets  $2,647,184,125 
Net Assets consist of:   
Paid in capital  $2,404,244,806 
Undistributed net investment income  1,931,109 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  120,075,104 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  120,933,106 
Net Assets  $2,647,184,125 
Calculation of Maximum Offering Price   
Class A:   
Net Asset Value and redemption price per share ($202,645,428 ÷ 12,830,231 shares)  $15.79 
Maximum offering price per share (100/94.25 of $15.79)  $16.75 
Class T:   
Net Asset Value and redemption price per share ($79,395,746 ÷ 5,128,305 shares)  $15.48 
Maximum offering price per share (100/96.50 of $15.48)  $16.04 
Class B:   
Net Asset Value and offering price per share ($2,463,431 ÷ 168,841 shares)(a)  $14.59 
Class C:   
Net Asset Value and offering price per share ($55,258,599 ÷ 3,778,811 shares)(a)  $14.62 
Small Cap Value:   
Net Asset Value, offering price and redemption price per share ($1,973,618,546 ÷ 122,989,122 shares)  $16.05 
Class I:   
Net Asset Value, offering price and redemption price per share ($333,802,375 ÷ 20,796,332 shares)  $16.05 

 (a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.


See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends (including $2,166,704 earned from other affiliated issuers)  $25,160,403 
Income from Fidelity Central Funds  943,449 
Total income  26,103,852 
Expenses   
Management fee   
Basic fee $9,619,395  
Performance adjustment 3,197,803  
Transfer agent fees 3,125,757  
Distribution and service plan fees 809,143  
Accounting and security lending fees 416,808  
Custodian fees and expenses 14,720  
Independent trustees' compensation 6,108  
Registration fees 99,766  
Audit 33,967  
Legal 5,172  
Miscellaneous 7,530  
Total expenses before reductions 17,336,169  
Expense reductions (18,541) 17,317,628 
Net investment income (loss)  8,786,224 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 159,265,356  
Other affiliated issuers 5,363,625  
Foreign currency transactions (26,557)  
Total net realized gain (loss)  164,602,424 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(400,477,145)  
Assets and liabilities in foreign currencies (606)  
Total change in net unrealized appreciation (depreciation)  (400,477,751) 
Net gain (loss)  (235,875,327) 
Net increase (decrease) in net assets resulting from operations  $(227,089,103) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $8,786,224 $20,225,902 
Net realized gain (loss) 164,602,424 285,516,597 
Change in net unrealized appreciation (depreciation) (400,477,751) 14,012,997 
Net increase (decrease) in net assets resulting from operations (227,089,103) 319,755,496 
Distributions to shareholders from net investment income (21,953,606) (9,146,893) 
Distributions to shareholders from net realized gain (264,174,606) (322,480,172) 
Total distributions (286,128,212) (331,627,065) 
Share transactions - net increase (decrease) 351,373,003 (16,898,248) 
Redemption fees 94,271 149,785 
Total increase (decrease) in net assets (161,750,041) (28,620,032) 
Net Assets   
Beginning of period 2,808,934,166 2,837,554,198 
End of period (including undistributed net investment income of $1,931,109 and undistributed net investment income of $15,098,491, respectively) $2,647,184,125 $2,808,934,166 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Value Fund Class A

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.14 $19.29 $19.96 $14.86 $15.48 $13.45 
Income from Investment Operations       
Net investment income (loss)A .04 .10B .03 .07 .01 .01C 
Net realized and unrealized gain (loss) (1.54) 2.01 1.24 5.57 .30 2.22 
Total from investment operations (1.50) 2.11 1.27 5.64 .31 2.23 
Distributions from net investment income (.11) (.02) (.01) (.07) (.01) (.08) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.12) 
Total distributions (1.85)D (2.26)E (1.94) (.54) (.93)F (.20) 
Redemption fees added to paid in capitalA,G – – – – – – 
Net asset value, end of period $15.79 $19.14 $19.29 $19.96 $14.86 $15.48 
Total ReturnH,I,J (8.30)% 11.86% 6.83% 39.09% 3.24% 16.72% 
Ratios to Average Net AssetsK,L       
Expenses before reductions 1.44%M 1.42% 1.36% 1.36% 1.44% 1.44% 
Expenses net of fee waivers, if any 1.44%M 1.39% 1.35% 1.36% 1.44% 1.43% 
Expenses net of all reductions 1.44%M 1.39% 1.34% 1.36% 1.44% 1.43% 
Net investment income (loss) .46%M .52%B .13% .41% .09% .06%C 
Supplemental Data       
Net assets, end of period (000 omitted) $202,645 $235,844 $258,183 $275,265 $150,285 $140,707 
Portfolio turnover rateN 33 %M 34% 26%O 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .26%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.31) %.

 D Total distributions of $1.85 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $1.747 per share.

 E Total distributions of $2.26 per share is comprised of distributions from net investment income of $.016 and distributions from net realized gain of $2.248 per share.

 F Total distributions of $.93 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.925 per share.

 G Amount represents less than $.005 per share.

 H Total returns for periods of less than one year are not annualized.

 I Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 J Total returns do not include the effect of the sales charges.

 K Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 L Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 M Annualized

 N Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 O Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Value Fund Class T

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $18.78 $18.98 $19.70 $14.70 $15.34 $13.34 
Income from Investment Operations       
Net investment income (loss)A .02 .05B (.02) .03 (.02) (.03)C 
Net realized and unrealized gain (loss) (1.51) 1.98 1.23 5.50 .31 2.20 
Total from investment operations (1.49) 2.03 1.21 5.53 .29 2.17 
Distributions from net investment income (.06) – – (.06) – (.05) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.81) (2.23) (1.93) (.53) (.93) (.17) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $15.48 $18.78 $18.98 $19.70 $14.70 $15.34 
Total ReturnE,F,G (8.42)% 11.58% 6.58% 38.70% 3.08% 16.36% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.68%J 1.67% 1.61% 1.60% 1.67% 1.70% 
Expenses net of fee waivers, if any 1.68%J 1.64% 1.59% 1.60% 1.67% 1.69% 
Expenses net of all reductions 1.68%J 1.63% 1.59% 1.59% 1.67% 1.69% 
Net investment income (loss) .21%J .27%B (.11)% .18% (.14)% (.19)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $79,396 $91,716 $100,975 $107,444 $57,514 $55,845 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.57) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the sales charges.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Value Fund Class B

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $17.79 $18.18 $19.06 $14.27 $15.00 $13.08 
Income from Investment Operations       
Net investment income (loss)A (.03) (.06)B (.13) (.06) (.09) (.10)C 
Net realized and unrealized gain (loss) (1.42) 1.90 1.18 5.34 .29 2.15 
Total from investment operations (1.45) 1.84 1.05 5.28 .20 2.05 
Distributions from net investment income – – – (.02) – (.01) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.75) (2.23) (1.93) (.49) (.93) (.13) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $14.59 $17.79 $18.18 $19.06 $14.27 $15.00 
Total ReturnE,F,G (8.68)% 10.94% 5.92% 38.07% 2.51% 15.80% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.28%J 2.25% 2.18% 2.15% 2.19% 2.20% 
Expenses net of fee waivers, if any 2.27%J 2.23% 2.17% 2.15% 2.19% 2.19% 
Expenses net of all reductions 2.27%J 2.22% 2.16% 2.14% 2.19% 2.19% 
Net investment income (loss) (.38)%J (.32)%B (.69)% (.37)% (.66)% (.69)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $2,463 $3,473 $4,808 $7,052 $6,675 $8,549 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.58) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.07) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the contingent deferred sales charge.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Value Fund Class C

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $17.82 $18.19 $19.06 $14.28 $15.01 $13.08 
Income from Investment Operations       
Net investment income (loss)A (.02) (.04)B (.12) (.06) (.09) (.10)C 
Net realized and unrealized gain (loss) (1.43) 1.90 1.18 5.34 .29 2.17 
Total from investment operations (1.45) 1.86 1.06 5.28 .20 2.07 
Distributions from net investment income – – – (.03) – (.02) 
Distributions from net realized gain (1.75) (2.23) (1.93) (.47) (.93) (.12) 
Total distributions (1.75) (2.23) (1.93) (.50) (.93) (.14) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $14.62 $17.82 $18.19 $19.06 $14.28 $15.01 
Total ReturnE,F,G (8.67)% 11.05% 5.97% 38.00% 2.52% 15.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 2.20%J 2.19% 2.12% 2.13% 2.19% 2.18% 
Expenses net of fee waivers, if any 2.20%J 2.16% 2.11% 2.13% 2.19% 2.18% 
Expenses net of all reductions 2.20%J 2.15% 2.10% 2.12% 2.19% 2.18% 
Net investment income (loss) (.30)%J (.25)%B (.63)% (.35)% (.66)% (.68)%C 
Supplemental Data       
Net assets, end of period (000 omitted) $55,259 $64,928 $70,541 $76,018 $47,265 $47,457 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.51) %.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (1.06) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Total returns do not include the effect of the contingent deferred sales charge.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Value Fund

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.45 $19.57 $20.22 $15.05 $15.62 $13.56 
Income from Investment Operations       
Net investment income (loss)A .06 .15B .08 .12 .06 .06C 
Net realized and unrealized gain (loss) (1.56) 2.05 1.26 5.63 .32 2.23 
Total from investment operations (1.50) 2.20 1.34 5.75 .38 2.29 
Distributions from net investment income (.15) (.07) (.06) (.11) (.02) (.10) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.13) 
Total distributions (1.90) (2.32) (1.99) (.58) (.95) (.23) 
Redemption fees added to paid in capitalA,D – – – – – – 
Net asset value, end of period $16.05 $19.45 $19.57 $20.22 $15.05 $15.62 
Total ReturnE,F (8.18)% 12.18% 7.12% 39.45% 3.67% 17.03% 
Ratios to Average Net AssetsG,H       
Expenses before reductions 1.21%I 1.15% 1.08% 1.07% 1.13% 1.13% 
Expenses net of fee waivers, if any 1.21%I 1.12% 1.06% 1.07% 1.13% 1.13% 
Expenses net of all reductions 1.21%I 1.12% 1.06% 1.06% 1.13% 1.13% 
Net investment income (loss) .69%I .78%B .41% .71% .41% .37%C 
Supplemental Data       
Net assets, end of period (000 omitted) $1,973,619 $2,036,157 $2,060,546 $2,672,854 $1,756,962 $1,899,805 
Portfolio turnover rateJ 33 %I 34% 26%K 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.01) %.

 D Amount represents less than $.005 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 K Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Small Cap Value Fund Class I

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $19.45 $19.57 $20.23 $15.05 $15.63 $13.58 
Income from Investment Operations       
Net investment income (loss)A .06 .15B .08 .12 .06 .06C 
Net realized and unrealized gain (loss) (1.56) 2.05 1.25 5.65 .31 2.23 
Total from investment operations (1.50) 2.20 1.33 5.77 .37 2.29 
Distributions from net investment income (.16) (.07) (.06) (.12) (.02) (.11) 
Distributions from net realized gain (1.75) (2.25) (1.93) (.47) (.93) (.13) 
Total distributions (1.90)D (2.32) (1.99) (.59) (.95) (.24) 
Redemption fees added to paid in capitalA,E – – – – – – 
Net asset value, end of period $16.05 $19.45 $19.57 $20.23 $15.05 $15.63 
Total ReturnF,G (8.17)% 12.17% 7.08% 39.54% 3.59% 17.02% 
Ratios to Average Net AssetsH,I       
Expenses before reductions 1.17%J 1.15% 1.09% 1.07% 1.14% 1.10% 
Expenses net of fee waivers, if any 1.17%J 1.12% 1.07% 1.07% 1.14% 1.10% 
Expenses net of all reductions 1.17%J 1.12% 1.07% 1.06% 1.14% 1.10% 
Net investment income (loss) .73%J .79%B .40% .70% .39% .39%C 
Supplemental Data       
Net assets, end of period (000 omitted) $333,802 $376,817 $342,500 $359,582 $138,981 $101,565 
Portfolio turnover rateK 33 %J 34% 26%L 29% 27% 22% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

 D Total distributions of $1.90 per share is comprised of distributions from net investment income of $.157 and distributions from net realized gain of $1.747 per share.

 E Amount represents less than $.005 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 L Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Small Cap Value Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Small Cap Value and Class I shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. The Fund's other share classes are also closed to new accounts with certain exceptions. 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.

During the period, the Board of Trustees approved the conversion of all existing Class B shares into Class A shares, effective on or about July 1, 2016, regardless of the length of times shares have been held.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $387,748,822 
Gross unrealized depreciation (267,041,047) 
Net unrealized appreciation (depreciation) on securities $120,707,775 
Tax cost $2,644,242,339 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $544,684,068 and $458,614,173, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Small Cap Value as compared to its benchmark index, the Russell 2000 Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .93% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 Distribution
Fee 
Service
Fee 
Total Fees Retained
by FDC 
Class A -% .25% $276,222 $– 
Class T .25% .25% 215,804 – 
Class B .75% .25% 14,877 11,158 
Class C .75% .25% 302,240 – 
   $809,143 $11,158 

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 Retained
by FDC 
Class A $3,343 
Class T 1,558 
Class B(a) 600 
Class C(a) 175 
 $5,676 

 (a) When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.


Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund.FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Class A $240,091 .22 
Class T 91,163 .21 
Class B 4,520 .30 
Class C 69,338 .23 
Small Cap Value 2,371,533 .23 
Class I 349,112 .20 
 $3,125,757  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $12,094 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,860 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $142,275. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $917,702, including $1,535 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $8,582 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expense by $110.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $9,849.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Class A $1,294,370 $207,059 
Class T 298,011 – 
Small Cap Value 17,252,984 7,655,420 
Class I 3,108,241 1,284,414 
Total $21,953,606 $9,146,893 
From net realized gain   
Class A $21,315,531 $29,002,450 
Class T 8,511,334 11,758,984 
Class B 317,311 573,044 
Class C 6,297,703 8,461,258 
Small Cap Value 193,461,328 233,242,234 
Class I 34,271,399 39,442,202 
Total $264,174,606 $322,480,172 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Class A     
Shares sold 975,320 1,619,679 $16,612,607 $30,035,137 
Reinvestment of distributions 1,320,026 1,578,405 22,234,691 28,466,035 
Shares redeemed (1,786,996) (4,261,712) (30,317,795) (79,564,907) 
Net increase (decrease) 508,350 (1,063,628) $8,529,503 $(21,063,735) 
Class T     
Shares sold 310,224 599,331 $5,203,698 $10,911,777 
Reinvestment of distributions 527,842 655,613 8,714,816 11,618,861 
Shares redeemed (594,533) (1,691,524) (9,865,736) (30,859,052) 
Net increase (decrease) 243,533 (436,580) $4,052,778 $(8,328,414) 
Class B     
Shares sold 2,263 5,056 $34,845 $89,676 
Reinvestment of distributions 19,426 31,870 302,868 537,830 
Shares redeemed (48,105) (106,178) (758,742) (1,834,363) 
Net increase (decrease) (26,416) (69,252) $(421,029) $(1,206,857) 
Class C     
Shares sold 125,591 167,565 $1,958,139 $2,897,201 
Reinvestment of distributions 367,680 447,025 5,744,375 7,553,140 
Shares redeemed (358,789) (847,704) (5,654,174) (14,671,382) 
Net increase (decrease) 134,482 (233,114) $2,048,340 $(4,221,041) 
Small Cap Value     
Shares sold 18,049,566 13,163,441 $309,409,636 $248,872,334 
Reinvestment of distributions 11,459,014 12,098,173 196,112,754 221,448,638 
Shares redeemed (11,230,058) (25,848,809) (192,654,407) (487,056,437) 
Net increase (decrease) 18,278,522 (587,195) $312,867,983 $(16,735,465) 
Class I     
Shares sold 1,966,371 4,194,067 $33,969,215 $79,803,869 
Reinvestment of distributions 1,907,860 1,996,970 32,653,194 36,554,847 
Shares redeemed (2,451,782) (4,316,971) (42,326,981) (81,701,452) 
Net increase (decrease) 1,422,449 1,874,066 $24,295,428 $34,657,264 

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Class A 1.44%    
Actual  $1,000.00 $917.00 $6.94 
Hypothetical-C  $1,000.00 $1,017.90 $7.30 
Class T 1.68%    
Actual  $1,000.00 $915.80 $8.09 
Hypothetical-C  $1,000.00 $1,016.69 $8.52 
Class B 2.27%    
Actual  $1,000.00 $913.20 $10.92 
Hypothetical-C  $1,000.00 $1,013.72 $11.49 
Class C 2.20%    
Actual  $1,000.00 $913.30 $10.58 
Hypothetical-C  $1,000.00 $1,014.08 $11.14 
Small Cap Value 1.21%    
Actual  $1,000.00 $918.20 $5.83 
Hypothetical-C  $1,000.00 $1,019.05 $6.14 
Class I 1.17%    
Actual  $1,000.00 $918.30 $5.64 
Hypothetical-C  $1,000.00 $1,019.25 $5.94 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

ASCV-SANN-0316
1.803738.112


Fidelity® Series Real Estate Income Fund
Fidelity® Series Real Estate Income Fund
Class F



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544, or for Class F, call 1-800-835-5092, to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Five Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Equity Lifestyle Properties, Inc. 2.3 2.1 
Acadia Realty Trust (SBI) 1.9 1.8 
MFA Financial, Inc. 1.4 1.5 
Ventas, Inc. 1.0 0.7 
Stag Industrial, Inc. Series A, 9.00% 0.9 0.9 
 7.5  

Top 5 Bonds as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
RWT Holdings, Inc. 5.625% 11/15/19 1.2 0.7 
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18 1.0 1.0 
iStar Financial, Inc. 5.875% 3/15/16 0.8 0.8 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 0.8 0.8 
IAS Operating Partnership LP 5% 3/15/18 0.8 0.7 
 4.6  

Top Five REIT Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Mortgage 16.7 16.5 
REITs - Shopping Centers 4.9 5.0 
REITs - Health Care 4.6 4.7 
REITs - Office Property 4.5 4.6 
REITs - Management/Investment 4.2 4.3 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Common Stocks 15.2% 
   Preferred Stocks 24.2% 
   Bonds 41.0% 
   Convertible Securities 7.2% 
   Other Investments 6.2% 
   Short-Term Investments and Net Other Assets (Liabilities) 6.2% 


 * Foreign investments - 0.3%


As of July 31, 2015* 
   Common Stocks 14.7% 
   Preferred Stocks 24.2% 
   Bonds 42.4% 
   Convertible Securities 6.1% 
   Other Investments 6.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 5.7% 


 * Foreign investments - 0.3%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 15.2%   
 Shares Value 
FINANCIALS - 15.2%   
Capital Markets - 0.1%   
Ellington Financial LLC 61,200 $992,052 
Real Estate Investment Trusts - 14.9%   
Acadia Realty Trust (SBI) 459,000 15,651,900 
American Campus Communities, Inc. 37,800 1,595,160 
American Tower Corp. 17,800 1,679,252 
Annaly Capital Management, Inc. 155,500 1,477,250 
Anworth Mortgage Asset Corp. 191,300 814,938 
Apartment Investment & Management Co. Class A 94,300 3,691,845 
Arbor Realty Trust, Inc. 223,500 1,461,690 
AvalonBay Communities, Inc. 11,500 1,972,135 
Care Capital Properties, Inc. 8,200 245,508 
CBL & Associates Properties, Inc. 260,500 2,800,375 
Cedar Shopping Centers, Inc. 41,700 294,402 
Chimera Investment Corp. 16,700 206,913 
Community Healthcare Trust, Inc. 24,400 451,888 
CYS Investments, Inc. 166,600 1,147,874 
Douglas Emmett, Inc. 29,400 869,652 
Dynex Capital, Inc. 228,300 1,369,800 
Equity Lifestyle Properties, Inc. 288,100 18,991,537 
Extra Space Storage, Inc. 30,900 2,802,321 
First Potomac Realty Trust 114,600 1,121,934 
Five Oaks Investment Corp. 15,700 73,162 
Hatteras Financial Corp. 64,100 785,866 
Invesco Mortgage Capital, Inc. 85,800 971,256 
Lexington Corporate Properties Trust 496,100 3,636,413 
MFA Financial, Inc. 1,716,300 10,898,505 
Mid-America Apartment Communities, Inc. 50,100 4,700,382 
Monmouth Real Estate Investment Corp. Class A 54,300 558,204 
National Retail Properties, Inc. 25,000 1,073,500 
New Senior Investment Group, Inc. 182,599 1,678,085 
Newcastle Investment Corp. 153,599 546,812 
NorthStar Realty Europe Corp. 104 982 
NorthStar Realty Finance Corp. 138,250 1,641,028 
Potlatch Corp. 70,800 2,041,872 
Sabra Health Care REIT, Inc. 95,800 1,758,888 
Select Income REIT 44,200 835,380 
Senior Housing Properties Trust (SBI) 286,400 4,147,072 
Simon Property Group, Inc. 10,800 2,011,824 
Store Capital Corp. 77,600 1,923,704 
Terreno Realty Corp. 181,061 4,070,251 
The Macerich Co. 13,700 1,068,189 
Two Harbors Investment Corp. 206,200 1,567,120 
Ventas, Inc. 149,900 8,292,468 
VEREIT, Inc. 128,400 989,964 
Weyerhaeuser Co. 58,500 1,498,185 
WP Carey, Inc. 82,400 4,799,800 
WP Glimcher, Inc. 55,950 508,026 
  120,723,312 
Real Estate Management & Development - 0.2%   
Kennedy-Wilson Holdings, Inc. 51,700 1,048,476 
TOTAL FINANCIALS  122,763,840 
HEALTH CARE - 0.0%   
Health Care Providers & Services - 0.0%   
Chartwell Retirement Residence (a)(b) 14,700 133,789 
TOTAL COMMON STOCKS   
(Cost $106,996,929)  122,897,629 
Preferred Stocks - 24.9%   
Convertible Preferred Stocks - 0.7%   
FINANCIALS - 0.7%   
Real Estate Investment Trusts - 0.7%   
Alexandria Real Estate Equities, Inc. Series D 7.00% 8,241 222,636 
FelCor Lodging Trust, Inc. Series A, 1.95% 32,700 797,226 
Lexington Corporate Properties Trust Series C, 6.50% 70,019 3,317,150 
Weyerhaeuser Co. Series A, 6.375% 32,000 1,460,000 
  5,797,012 
Nonconvertible Preferred Stocks - 24.2%   
FINANCIALS - 24.2%   
Capital Markets - 0.1%   
Arlington Asset Investment Corp. 6.625% 31,528 563,090 
Real Estate Investment Trusts - 23.9%   
AG Mortgage Investment Trust, Inc.:   
8.00% 132,104 2,866,657 
8.25% 300 6,768 
Alexandria Real Estate Equities, Inc. Series E, 6.45% 24,001 622,106 
American Capital Agency Corp.:   
8.00% 120,000 3,024,000 
Series B, 7.75% 16,000 377,600 
American Capital Mortgage Investment Corp. Series A, 8.125% 33,100 781,160 
American Homes 4 Rent:   
Series A, 5.00% 238,619 6,046,605 
Series B, 5.00% 134,563 3,455,578 
Series C, 5.50% 138,310 3,524,139 
Annaly Capital Management, Inc.:   
Series A, 7.875% 150,300 3,746,979 
Series C, 7.625% 24,839 589,429 
Series D, 7.50% 83,513 1,949,193 
Anworth Mortgage Asset Corp. Series A, 8.625% 178,800 4,398,480 
Apollo Commercial Real Estate Finance, Inc. Series A, 8.625% 61,725 1,525,842 
Apollo Residential Mortgage, Inc. Series A, 8.00% 50,238 1,090,165 
Arbor Realty Trust, Inc.:   
7.375% 20,000 451,200 
Series A, 8.25% 41,922 964,625 
Series B, 7.75% 40,000 857,200 
Series C, 8.50% 15,000 357,000 
Armour Residential REIT, Inc. Series B, 7.875% 25,701 509,651 
Ashford Hospitality Trust, Inc.:   
Series D, 8.45% 51,709 1,144,320 
Series E, 9.00% 35,948 858,079 
Bluerock Residental Growth (REIT), Inc. Series A 8.25% (a) 40,000 1,014,000 
Brandywine Realty Trust Series E, 6.90% 21,000 538,860 
Campus Crest Communities, Inc. Series A, 8.00% 132,676 3,566,331 
Capstead Mortgage Corp. Series E, 7.50% 37,016 867,285 
CBL & Associates Properties, Inc.:   
Series D, 7.375% 67,200 1,632,960 
Series E, 6.625% 45,505 1,015,672 
Cedar Shopping Centers, Inc. Series B, 7.25% 113,018 2,825,450 
Chesapeake Lodging Trust Series A, 7.75% 64,034 1,631,586 
Colony Financial, Inc.:   
7.125% 103,850 2,045,845 
Series A, 8.50% 77,829 1,879,570 
Series B, 7.50% 4,300 91,203 
Coresite Realty Corp. Series A, 7.25% 42,600 1,109,730 
Corporate Office Properties Trust Series L, 7.375% 136,869 3,479,210 
CubeSmart Series A, 7.75% 40,000 1,036,000 
CYS Investments, Inc.:   
Series A, 7.75% 10,014 230,322 
Series B, 7.50% 113,333 2,561,326 
DDR Corp.:   
Series J, 6.50% 70,181 1,786,808 
Series K, 6.25% 25,489 644,107 
Digital Realty Trust, Inc.:   
Series E, 7.00% 40,181 1,030,643 
Series F, 6.625% 20,000 522,800 
Series G, 5.875% 28,270 702,792 
Series H, 7.375% 10,000 267,700 
DuPont Fabros Technology, Inc. Series B, 7.625% 73,798 1,868,565 
Dynex Capital, Inc.:   
Series A, 8.50% 96,313 2,181,489 
Series B, 7.625% 47,335 1,017,703 
Equity Commonwealth Series E, 7.25% 200,160 5,106,082 
Equity Lifestyle Properties, Inc. Series C, 6.75% 182,313 4,627,104 
Essex Property Trust, Inc. Series H, 7.125% 8,100 205,092 
First Potomac Realty Trust 7.75% 83,695 2,127,527 
Five Oaks Investment Corp. Series A, 8.75% 48,000 744,960 
General Growth Properties, Inc. Series A, 6.375% 34,690 889,799 
Gladstone Commercial Corp. Series C, 7.125% 67,762 1,717,767 
Hatteras Financial Corp. Series A, 7.625% 89,188 2,081,648 
Hersha Hospitality Trust Series B, 8.00% 18,928 476,607 
Hospitality Properties Trust Series D, 7.125% 40,200 1,043,592 
Inland Real Estate Corp.:   
Series A, 8.125% 207,500 5,210,325 
Series B, 6.95% 46,000 1,156,900 
Invesco Mortgage Capital, Inc.:   
Series A, 7.75% 30,151 648,247 
Series B, 7.75% 170,898 3,657,217 
Investors Real Estate Trust Series B, 7.95% 33,428 862,108 
iStar Financial, Inc.:   
Series D, 8.00% 15,010 310,557 
Series E, 7.875% 43,106 883,673 
Series F, 7.80% 137,664 2,808,346 
Series G, 7.65% 84,000 1,722,000 
Kilroy Realty Corp.:   
Series G, 6.875% 20,300 524,552 
Series H, 6.375% 31,704 803,062 
LaSalle Hotel Properties:   
Series H, 7.50% 37,192 937,238 
Series I, 6.375% 47,339 1,121,934 
LBA Realty Fund II Series B, 7.625% 118,900 2,652,956 
MFA Financial, Inc.:   
8.00% 108,747 2,733,900 
Series B, 7.50% 188,749 4,528,089 
Monmouth Real Estate Investment Corp. Series B, 7.875% 30,000 798,000 
National Retail Properties, Inc.:   
5.70% 46,124 1,158,635 
Series D, 6.625% 46,667 1,217,075 
New York Mortgage Trust, Inc.:   
7.875% 101,433 2,044,889 
Series B, 7.75% 70,013 1,415,663 
NorthStar Realty Finance Corp.:   
Series A 8.75% 1,500 31,380 
Series B, 8.25% 77,484 1,497,766 
Series C, 8.875% 115,595 2,400,908 
Series D, 8.50% 45,035 882,686 
Series E, 8.75% 77,921 1,557,641 
Pebblebrook Hotel Trust:   
Series A, 7.875% 119,000 2,997,610 
Series B, 8.00% 37,400 955,570 
Series C, 6.50% 71,026 1,753,632 
Pennsylvania (REIT) 7.375% 55,408 1,399,052 
Prologis, Inc. Series Q, 8.54% 15,800 984,538 
PS Business Parks, Inc.:   
Series S, 6.45% 5,665 146,440 
Series T, 6.00% 26,000 661,700 
Series U, 5.75% 102,483 2,577,447 
Public Storage 6.375% 24,000 650,640 
RAIT Financial Trust:   
7.125% 82,863 1,786,526 
7.625% 46,080 854,784 
Regency Centers Corp.:   
Series 6, 6.625% 31,239 815,026 
Series 7, 6.00% 32,000 813,440 
Retail Properties America, Inc. 7.00% 83,617 2,102,968 
Sabra Health Care REIT, Inc. Series A, 7.125% 99,665 2,517,538 
Saul Centers, Inc. Series C, 6.875% 69,596 1,795,577 
Stag Industrial, Inc.:   
Series A, 9.00% 280,000 7,198,800 
Series B, 6.625% 10,000 248,800 
Summit Hotel Properties, Inc. Series A, 9.25% 173,700 4,509,252 
Sun Communities, Inc. Series A, 7.125% 59,000 1,525,740 
Sunstone Hotel Investors, Inc. Series D, 8.00% 32,939 831,710 
Taubman Centers, Inc. Series K, 6.25% 19,561 496,849 
Terreno Realty Corp. Series A, 7.75% 81,048 2,107,248 
UMH Properties, Inc.:   
8.00% 120,000 3,285,600 
Series A, 8.25% 97,931 2,516,827 
Urstadt Biddle Properties, Inc.:   
6.75% 33,500 858,605 
Series F, 7.125% 30,000 769,500 
VEREIT, Inc. Series F, 6.70% 253,683 6,139,129 
Wells Fargo Real Estate Investment Corp. 6.375% 23,000 611,340 
Welltower, Inc. 6.50% 33,400 877,752 
WP Glimcher, Inc.:   
6.875% 3,183 78,302 
7.50% 53,575 1,346,876 
  193,495,476 
Real Estate Management & Development - 0.2%   
Kennedy-Wilson, Inc. 7.75% 55,054 1,398,372 
TOTAL FINANCIALS  195,456,938 
TOTAL PREFERRED STOCKS   
(Cost $202,404,892)  201,253,950 
 Principal Amount Value 
Corporate Bonds - 23.9%   
Convertible Bonds - 6.5%   
FINANCIALS - 6.5%   
Consumer Finance - 0.3%   
Zais Financial Partners LP 8% 11/15/16 (b) 3,000,000 2,874,375 
Diversified Financial Services - 1.2%   
RWT Holdings, Inc. 5.625% 11/15/19 10,590,000 9,464,813 
Real Estate Investment Trusts - 4.2%   
American Realty Capital Properties, Inc. 3.75% 12/15/20 1,630,000 1,463,944 
Apollo Commercial Real Estate Finance, Inc. 5.5% 3/15/19 1,180,000 1,168,200 
Blackstone Mortgage Trust, Inc. 5.25% 12/1/18 8,080,000 7,973,950 
Campus Crest Communities Operating Partnership LP 4.75% 10/15/18 (b) 3,000,000 2,962,500 
Colony Financial, Inc.:   
3.875% 1/15/21 2,090,000 1,827,444 
5% 4/15/23 2,095,000 1,889,428 
Colony Starwood Homes 4.5% 10/15/17 390,000 386,588 
PennyMac Corp. 5.375% 5/1/20 5,762,000 5,301,040 
RAIT Financial Trust 4% 10/1/33 7,370,000 5,495,256 
Redwood Trust, Inc. 4.625% 4/15/18 2,200,000 2,029,500 
Resource Capital Corp.:   
6% 12/1/18 690,000 633,075 
8% 1/15/20 2,150,000 2,071,611 
Spirit Realty Capital, Inc. 3.75% 5/15/21 500,000 483,750 
Starwood Property Trust, Inc. 3.75% 10/15/17 650,000 636,188 
  34,322,474 
Thrifts & Mortgage Finance - 0.8%   
IAS Operating Partnership LP 5% 3/15/18 (b) 6,700,000 6,306,375 
TOTAL FINANCIALS  52,968,037 
Nonconvertible Bonds - 17.4%   
CONSUMER DISCRETIONARY - 4.8%   
Hotels, Restaurants & Leisure - 0.7%   
FelCor Lodging LP 6% 6/1/25 1,380,000 1,393,800 
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp. 5.625% 10/15/21 1,555,000 1,601,650 
Times Square Hotel Trust 8.528% 8/1/26 (b) 2,398,487 2,843,370 
  5,838,820 
Household Durables - 4.1%   
Ashton Woods U.S.A. LLC/Ashton Woods Finance Co. 6.875% 2/15/21 (b) 2,100,000 1,785,000 
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp. 6.125% 7/1/22 (b) 1,060,000 930,150 
Brookfield Residential Properties, Inc.:   
6.375% 5/15/25 (b) 2,000,000 1,685,000 
6.5% 12/15/20 (b) 395,000 357,475 
Calatlantic Group, Inc.:   
5.875% 11/15/24 630,000 653,625 
8.375% 5/15/18 3,737,000 4,120,043 
D.R. Horton, Inc.:   
4.375% 9/15/22 825,000 820,875 
5.75% 8/15/23 490,000 515,725 
6.5% 4/15/16 811,000 816,069 
KB Home:   
8% 3/15/20 2,395,000 2,448,888 
9.1% 9/15/17 1,185,000 1,267,950 
Lennar Corp.:   
4.125% 12/1/18 1,220,000 1,232,200 
4.5% 6/15/19 400,000 410,000 
6.95% 6/1/18 1,075,000 1,147,563 
Meritage Homes Corp.:   
6% 6/1/25 2,085,000 2,032,875 
7% 4/1/22 2,005,000 2,055,125 
7.15% 4/15/20 1,940,000 2,022,450 
Ryland Group, Inc.:   
6.625% 5/1/20 445,000 479,488 
8.4% 5/15/17 1,446,000 1,539,990 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (b) 760,000 710,600 
William Lyon Homes, Inc.:   
7% 8/15/22 820,000 787,200 
7% 8/15/22 (b) 425,000 408,000 
8.5% 11/15/20 4,320,000 4,460,400 
  32,686,691 
Media - 0.0%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. 5.625% 2/15/24 240,000 245,400 
TOTAL CONSUMER DISCRETIONARY  38,770,911 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
C&S Group Enterprises LLC 5.375% 7/15/22 (b) 495,000 447,975 
FINANCIALS - 11.3%   
Diversified Financial Services - 0.5%   
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:   
5.875% 2/1/22 820,000 732,875 
6% 8/1/20 3,500,000 3,285,275 
  4,018,150 
Real Estate Investment Trusts - 7.9%   
American Campus Communities Operating Partnership LP 4.125% 7/1/24 1,000,000 1,012,408 
ARC Properties Operating Partnership LP 4.6% 2/6/24 605,000 569,456 
CBL & Associates LP 5.25% 12/1/23 2,000,000 1,963,356 
Crown Castle International Corp. 5.25% 1/15/23 1,500,000 1,597,500 
CTR Partnership LP/CareTrust Capital Corp. 5.875% 6/1/21 1,590,000 1,582,845 
CubeSmart LP 4.8% 7/15/22 1,000,000 1,089,557 
DCT Industrial Operating Partnership LP 4.5% 10/15/23 2,000,000 2,045,472 
DDR Corp.:   
7.5% 7/15/18 2,407,000 2,695,996 
9.625% 3/15/16 2,254,000 2,276,157 
DuPont Fabros Technology LP 5.875% 9/15/21 2,000,000 2,060,000 
Equity One, Inc. 6.25% 1/15/17 811,000 841,974 
HCP, Inc. 4% 6/1/25 2,000,000 1,965,104 
Health Care Property Investors, Inc. 6.3% 9/15/16 3,850,000 3,962,016 
Health Care REIT, Inc.:   
4% 6/1/25 1,010,000 1,006,189 
4.125% 4/1/19 1,000,000 1,047,985 
Healthcare Realty Trust, Inc. 3.75% 4/15/23 801,000 801,344 
Highwoods/Forsyth LP:   
3.625% 1/15/23 393,000 389,586 
5.85% 3/15/17 2,593,000 2,703,278 
Hospitality Properties Trust:   
5% 8/15/22 823,000 850,096 
5.625% 3/15/17 1,248,000 1,288,760 
6.7% 1/15/18 811,000 857,863 
HRPT Properties Trust 6.25% 8/15/16 4,000,000 4,005,476 
iStar Financial, Inc.:   
3.875% 7/1/16 525,000 522,375 
4% 11/1/17 2,540,000 2,393,950 
5% 7/1/19 2,500,000 2,350,000 
5.85% 3/15/17 825,000 839,438 
5.875% 3/15/16 6,800,000 6,791,500 
7.125% 2/15/18 1,010,000 1,002,425 
9% 6/1/17 2,430,000 2,484,675 
Lexington Corporate Properties Trust 4.25% 6/15/23 2,500,000 2,517,663 
MPT Operating Partnership LP/MPT Finance Corp. 6.375% 2/15/22 1,685,000 1,710,275 
Omega Healthcare Investors, Inc.:   
4.5% 4/1/27 455,000 436,494 
4.95% 4/1/24 627,000 636,585 
Potlatch Corp. 7.5% 11/1/19 811,000 888,045 
Reckson Operating Partnership LP/SL Green Realty Corp./SL Green Operating Partnership LP 7.75% 3/15/20 811,000 956,060 
Senior Housing Properties Trust:   
4.75% 5/1/24 849,000 839,006 
6.75% 4/15/20 576,000 644,706 
6.75% 12/15/21 2,000,000 2,274,922 
  63,900,537 
Real Estate Management & Development - 2.3%   
Brandywine Operating Partnership LP 6% 4/1/16 811,000 816,798 
CBRE Group, Inc.:   
5% 3/15/23 1,225,000 1,235,651 
5.25% 3/15/25 625,000 645,658 
Forestar U.S.A. Real Estate Group 8.5% 6/1/22 (b) 2,130,000 1,954,275 
Host Hotels & Resorts LP 6% 10/1/21 485,000 549,816 
Howard Hughes Corp. 6.875% 10/1/21 (b) 3,115,000 3,115,000 
Hunt Companies, Inc. 9.625% 3/1/21 (b) 1,540,000 1,378,300 
Kennedy-Wilson, Inc. 5.875% 4/1/24 3,360,000 3,208,800 
Mid-America Apartments LP:   
3.75% 6/15/24 337,000 336,407 
6.05% 9/1/16 1,216,000 1,244,750 
Realogy Group LLC/Realogy Co.-Issuer Corp.:   
4.5% 4/15/19 (b) 1,005,000 1,020,075 
5.25% 12/1/21 (b) 1,280,000 1,304,000 
Regency Centers LP 5.875% 6/15/17 364,000 383,925 
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.625% 3/1/24 (b) 495,000 449,831 
Ventas Realty LP/Ventas Capital Corp. 4% 4/30/19 597,000 626,371 
  18,269,657 
Thrifts & Mortgage Finance - 0.6%   
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp. 7.75% 2/15/18 (b) 1,025,000 1,045,500 
Ocwen Financial Corp. 6.625% 5/15/19 4,740,000 4,183,050 
  5,228,550 
TOTAL FINANCIALS  91,416,894 
HEALTH CARE - 1.0%   
Health Care Providers & Services - 1.0%   
Sabra Health Care LP/Sabra Capital Corp.:   
5.375% 6/1/23 3,500,000 3,508,750 
5.5% 2/1/21 4,450,000 4,539,000 
  8,047,750 
INDUSTRIALS - 0.1%   
Industrial Conglomerates - 0.1%   
Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. 7.375% 10/1/17 785,000 783,038 
INFORMATION TECHNOLOGY - 0.1%   
Internet Software & Services - 0.1%   
CyrusOne LP/CyrusOne Finance Corp. 6.375% 11/15/22 1,000,000 1,015,000 
TOTAL NONCONVERTIBLE BONDS  140,481,568 
TOTAL CORPORATE BONDS   
(Cost $195,562,198)  193,449,605 
Asset-Backed Securities - 2.3%   
American Homes 4 Rent:   
Series 2014-SFR3 Class E, 6.418% 12/17/36 (b) 1,740,000 1,751,810 
Series 2015-SFR1 Class E, 5.639% 4/17/52 (b) 1,354,586 1,288,620 
Series 2015-SFR2:   
Class E, 6.07% 10/17/45 (b) 1,451,000 1,414,037 
Class XS, 0% 10/17/45 (b)(c) 965,195 
Colony American Homes Series 2014-2A Class F, 3.768% 7/17/31 (b)(d) 1,090,000 1,018,898 
Conseco Finance Securitizations Corp.:   
Series 2002-1 Class M2, 9.546% 12/1/33 1,216,000 1,293,429 
Series 2002-2 Class M2, 9.163% 3/1/33 2,026,000 1,680,607 
Deutsche Financial Capital Securitization LLC Series 1997-I Class M, 7.275% 9/15/27 914,189 951,007 
Invitation Homes Trust:   
Series 2013-SFR1 Class F, 4.068% 12/17/30 (b)(d) 1,750,000 1,664,629 
Series 2014-SFR1 Class F, 4.1005% 6/17/31 (b)(d) 756,000 714,922 
Series 2014-SFR3:   
Class E, 4.926% 12/17/31 (b)(d) 842,000 834,584 
Class F, 5.426% 12/17/31 (b)(d) 426,000 414,235 
Series 2015-SFR2 Class E, 3.5005% 6/17/32 (b)(d) 450,000 423,481 
Series 2015-SFR3 Class F, 5.1005% 8/17/32 (b)(d) 2,000,000 1,924,643 
Lehman ABS Manufactured Housing Contract Trust Series 2001-B Class M2, 7.17% 4/15/40 3,162,328 2,125,869 
Progress Residential Trust Series 2015-SFR3 Class F, 6.643% 11/12/32 (b) 588,000 592,547 
Residential Asset Securities Corp. Series 2003-KS10 Class MI3, 6.41% 12/25/33 212,363 186,696 
Starwood Waypoint Residential Trust Series 2014-1 Class F, 4.9005% 1/17/32 (b)(d) 780,000 748,388 
TOTAL ASSET-BACKED SECURITIES   
(Cost $18,503,485)  19,028,402 
Collateralized Mortgage Obligations - 0.5%   
Private Sponsor - 0.5%   
FREMF Mortgage Trust:   
Series 2010-K6 Class B, 5.3578% 12/25/46 (b)(d) 811,000 887,970 
Series 2010-K7 Class B, 5.4407% 4/25/20 (b)(d) 2,605,000 2,873,915 
Merrill Lynch Mortgage Investors Trust Series 1998-C3 Class F, 6% 12/15/30 (b) 66,670 67,717 
TOTAL PRIVATE SPONSOR   
(Cost $3,365,084)  3,829,602 
Commercial Mortgage Securities - 20.8%   
Aventura Mall Trust Series 2013-AVM Class E, 3.7427% 12/5/32 (b)(d) 2,000,000 1,962,867 
Banc of America Commercial Mortgage Trust Series 2005-1 Class CJ, 5.3381% 11/10/42 (d) 288,313 288,049 
Bank of America Commercial Mortgage Trust Series 2015-UBS7 Class D, 3.167% 9/15/48 500,000 342,638 
Barclays Commercial Mortgage Securities LLC Series 2015-STP Class F, 4.2844% 9/10/28 (b)(d) 800,000 691,172 
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PWR11 Class AJ, 5.5101% 3/11/39 (d) 2,432,000 2,430,505 
BLCP Hotel Trust:   
floater Series 2014-CLRN Class F, 3.4596% 8/15/29 (b)(d) 500,000 464,992 
Series 2014-CLMZ Class M, 6.1535% 8/15/29 (b)(d) 2,065,352 1,946,728 
Boca Hotel Portfolio Trust Series 2013-BOCA Class E, 4.1755% 8/15/26 (b)(d) 1,500,000 1,495,262 
Carefree Portfolio Trust floater Series 2014-CARE:   
Class E, 4.426% 11/15/19 (b)(d) 1,445,000 1,425,372 
Class MZA, 6.4025% 11/15/19 (b)(d) 3,873,000 3,819,919 
CGBAM Commercial Mortgage Trust Series 2015-SMRT Class F, 3.7859% 4/10/28 (b)(d) 1,063,000 973,835 
Chase Commercial Mortgage Securities Corp. Series 1998-1 Class H, 6.34% 5/18/30 (b) 1,621,000 1,688,292 
Citigroup Commercial Mortgage Trust:   
Series 2013-GC15 Class D, 5.1045% 9/10/46 (b)(d) 2,496,000 2,235,719 
Series 2015-SHP2 Class E, 4.681% 7/15/27 (b)(d) 567,000 552,708 
COMM Mortgage Trust:   
sequential payer Series 2013-LC6 Class E, 3.5% 1/10/46 (b) 2,000,000 1,509,337 
Series 2013-CR10 Class D, 4.7911% 8/10/46 (b)(d) 1,300,000 1,144,381 
Series 2013-CR12 Class D, 5.0842% 10/10/46 (b)(d) 2,900,000 2,658,523 
Series 2013-CR9 Class D, 4.2572% 7/10/45 (b)(d) 2,397,000 2,097,008 
Series 2013-LC6 Class D, 4.2855% 1/10/46 (b)(d) 1,912,000 1,686,221 
Series 2014-UBS2 Class D, 5.0152% 3/10/47 (b)(d) 537,000 451,699 
COMM Mortgage Trust pass-thru certificates Series 2005-LP5 Class F, 4.9455% 5/10/43 (b)(d) 2,000,000 1,998,563 
Commercial Mortgage Acceptance Corp. Series 1998-C2 Class J, 5.44% 9/15/30 (b) 1,034,987 1,003,501 
Commercial Mortgage Trust pass-thru certificates:   
Series 2012-CR1:   
Class C, 5.3634% 5/15/45 (d) 3,000,000 3,186,564 
Class D, 5.3634% 5/15/45 (b)(d) 1,917,000 1,873,487 
Series 2012-CR2 Class D, 4.8548% 8/15/45 (b)(d) 500,000 495,074 
Series 2012-LC4:   
Class C, 5.6447% 12/10/44 (d) 780,000 838,818 
Class D, 5.6447% 12/10/44 (b)(d) 2,830,000 2,795,538 
Core Industrial Trust Series 2015-TEXW Class F, 3.8487% 2/10/34 (b)(d) 1,212,000 1,081,527 
Credit Suisse First Boston Mortgage Securities Corp. Series 1998-C2 Class F, 6.75% 11/15/30 (b) 286,635 289,421 
CSMC Trust floater Series 2015-DEAL:   
Class E, 4.426% 4/15/29 (b)(d) 2,000,000 1,894,887 
Class F, 5.176% 4/15/29 (b)(d) 2,947,000 2,823,599 
DBCCRE Mortgage Trust Series 2014-ARCP Class E, 4.9345% 1/10/34 (b)(d) 2,047,000 1,872,835 
DBUBS Mortgage Trust Series 2011-LC1A:   
Class E, 5.6634% 11/10/46 (b)(d) 2,450,000 2,541,677 
Class G, 4.652% 11/10/46 (b) 2,157,000 1,828,467 
Extended Stay America Trust Series 2013-ESH7 Class C7, 3.9017% 12/5/31 (b) 2,000,000 2,001,009 
Freddie Mac pass-thru certificates:   
Series K011 Class X3, 2.5754% 12/25/43 (c)(d) 4,947,000 562,530 
Series K012 Class X3, 2.2509% 1/25/41 (c)(d) 2,798,806 289,349 
Series K013 Class X3, 2.9064% 1/25/43 (c)(d) 4,806,000 610,942 
GAHR Commercial Mortgage Trust Series 2015-NRF:   
Class EFX, 3.3822% 12/15/19 (b)(d) 2,254,000 2,083,728 
Class FFX, 3.3822% 12/15/19 (b)(d) 1,478,000 1,319,234 
GMAC Commercial Mortgage Securities, Inc. Series 1997-C2 Class G, 6.75% 4/15/29 (d) 402,406 420,595 
GP Portfolio Trust Series 2014-GPP Class E, 4.1805% 2/15/27 (b)(d) 1,615,000 1,583,839 
GS Mortgage Securities Trust:   
Series 2010-C2 Class D, 5.1881% 12/10/43 (b)(d) 2,000,000 1,976,020 
Series 2011-GC5 Class D, 5.3078% 8/10/44 (b)(d) 857,000 860,671 
Series 2012-GC6:   
Class C, 5.6314% 1/10/45 (b)(d) 2,400,000 2,538,810 
Class D, 5.6314% 1/10/45 (b)(d) 1,786,000 1,732,393 
Class E, 5% 1/10/45 (b)(d) 831,000 715,883 
Series 2012-GCJ7:   
Class C, 5.7229% 5/10/45 (d) 3,500,000 3,694,500 
Class D, 5.7229% 5/10/45 (b)(d) 2,690,000 2,598,359 
Class E, 5% 5/10/45 (b) 1,760,000 1,422,582 
Series 2012-GCJ9 Class D, 4.8524% 11/10/45 (b)(d) 1,339,000 1,221,012 
Series 2013-GC16:   
Class D, 5.3158% 11/10/46 (b)(d) 3,250,000 2,911,433 
Class F, 3.5% 11/10/46 (b) 1,428,000 1,022,074 
Hilton U.S.A. Trust:   
floater Series 2014-ORL Class E, 3.5805% 7/15/29 (b)(d) 639,000 613,133 
Series 2013-HLT Class EFX, 4.4533% 11/5/30 (b)(d) 4,250,000 4,244,742 
Invitation Homes Trust floater Series 2013-SFR1 Class E, 3.068% 12/17/30 (b)(d) 1,500,000 1,427,129 
JPMorgan Chase Commercial Mortgage Securities Corp.:   
Series 2003-C1 Class F, 5.4229% 1/12/37 (b)(d) 756,000 752,431 
Series 2009-IWST Class D, 7.4453% 12/5/27 (b)(d) 2,779,000 3,230,835 
Series 2010-CNTR Class D, 6.1838% 8/5/32 (b)(d) 1,216,000 1,341,050 
Series 2012-CBX:   
Class C, 5.2377% 6/15/45 (d) 1,240,000 1,277,609 
Class G 4% 6/15/45 (b) 805,000 560,573 
JPMorgan Chase Commercial Mortgage Securities Trust:   
floater:   
Series 2014-FBLU Class E, 3.8305% 12/15/28 (b)(d) 2,076,000 2,045,677 
Series 2014-INN:   
Class E, 4.026% 6/15/29 (b)(d) 1,059,000 1,040,570 
Class F, 4.426% 6/15/29 (b)(d) 1,255,000 1,228,898 
Series 2005-LDP2 Class C, 4.911% 7/15/42 (d) 4,000,000 3,999,809 
Series 2011-C4 Class E, 5.4145% 7/15/46 (b)(d) 1,390,000 1,383,343 
Series 2013-LC11:   
Class D, 4.2384% 4/15/46 (d) 500,000 432,669 
Class F, 3.25% 4/15/46 (b)(d) 482,000 315,282 
Series 2015-UES Class F, 3.621% 9/5/32 (b)(d) 1,500,000 1,361,860 
LB-UBS Commercial Mortgage Trust Series 2006-C4 Class AJ, 5.8401% 6/15/38 (d) 2,511,000 2,535,992 
Mach One Trust LLC Series 2004-1A Class H, 6.0648% 5/28/40 (b)(d) 91,080 90,852 
Morgan Stanley BAML Trust:   
Series 2012-C6 Class D, 4.6573% 11/15/45 (b)(d) 2,000,000 1,840,773 
Series 2013-C12 Class D, 4.7664% 10/15/46 (b)(d) 1,500,000 1,366,939 
Series 2013-C13:   
Class D, 4.8939% 11/15/46 (b)(d) 2,500,000 2,285,784 
Class E, 4.8939% 11/15/46 (b)(d) 621,000 496,469 
Series 2013-C7 Class E, 4.2965% 2/15/46 (b)(d) 1,490,000 1,259,740 
Morgan Stanley Capital I Trust:   
sequential payer:   
Series 2006-HQ10 Class AM, 5.36% 11/12/41 3,769,000 3,832,267 
Series 2012-C4 Class E, 5.5245% 3/15/45 (b)(d) 2,250,000 2,198,106 
Series 1997-RR Class F, 7.4216% 4/30/39 (b)(d) 159,964 157,165 
Series 1998-CF1 Class G, 7.35% 7/15/32 (b) 1,626,968 1,628,824 
Series 2006-IQ12 Class AMFX, 5.37% 12/15/43 3,242,000 3,316,835 
Series 2011-C1 Class C, 5.4382% 9/15/47 (b)(d) 2,000,000 2,141,870 
Series 2011-C2:   
Class D, 5.3028% 6/15/44 (b)(d) 1,532,000 1,587,386 
Class E, 5.3028% 6/15/44 (b)(d) 1,946,000 1,944,976 
Class F, 5.3028% 6/15/44 (b)(d) 1,467,000 1,364,097 
Class XB, 0.4583% 6/15/44 (b)(c)(d) 51,641,000 1,288,159 
Series 2011-C3:   
Class C, 5.1783% 7/15/49 (b)(d) 2,000,000 2,117,105 
Class G, 5.1783% 7/15/49 (b)(d) 606,000 493,919 
Series 2012-C4 Class D, 5.5245% 3/15/45 (b)(d) 1,640,000 1,654,223 
Series 2015-UBS8 Class D, 3.25% 12/15/48 (b) 987,000 687,383 
Motel 6 Trust Series 2015-MTL6:   
Class E, 5.2785% 2/5/30 (b) 5,094,000 4,891,659 
Class F, 5% 2/5/30 (b) 1,975,000 1,817,106 
MSJP Commercial Securities Mortgage Trust Series 2015-HAUL Class E, 4.851% 9/5/47 (b)(d) 1,000,000 831,739 
Providence Place Group Ltd. Partnership Series 2000-C1 Class A2, 7.75% 7/20/28 (b) 1,305,298 1,604,995 
SCG Trust Series 2013-SRP1 Class D, 3.6742% 11/15/26 (b)(d) 1,500,000 1,456,782 
TimberStar Trust I Series 2006-1 Class F, 7.5296% 10/15/36 (b) 2,026,000 2,043,576 
UBS Commercial Mortgage Trust Series 2012-C1 Class D, 5.5344% 5/10/45 (b)(d) 645,000 637,503 
UBS-BAMLL Trust Series 12-WRM Class D, 4.238% 6/10/30 (b)(d) 1,460,000 1,370,237 
WF-RBS Commercial Mortgage Trust:   
Series 2011-C3:   
Class C, 5.335% 3/15/44 (b) 2,100,000 2,211,284 
Class D, 5.5722% 3/15/44 (b)(d) 1,000,000 1,016,292 
Series 2011-C5:   
Class C, 5.6343% 11/15/44 (b)(d) 1,250,000 1,344,093 
Class F, 5.25% 11/15/44 (b)(d) 2,000,000 1,610,933 
Class G, 5.25% 11/15/44 (b)(d) 1,000,000 765,541 
Series 2012-C10 Class E, 4.4542% 12/15/45 (b)(d) 910,000 687,221 
Series 2012-C7 Class D, 4.8377% 6/15/45 (b)(d) 620,000 615,829 
Series 2013-UBS1 Class D, 4.6299% 3/15/46 (b)(d) 332,000 294,932 
WFCG Commercial Mortgage Trust floater Series 2015-BXRP:   
Class F, 4.0508% 11/15/29 (b)(d) 952,061 942,714 
Class G, 3.3505% 11/15/29 (b)(d) 624,263 567,549 
TOTAL COMMERCIAL MORTGAGE SECURITIES   
(Cost $162,233,788)  168,208,607 
Bank Loan Obligations - 6.2%   
CONSUMER DISCRETIONARY - 2.5%   
Hotels, Restaurants & Leisure - 1.8%   
Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (d) 3,185,000 2,769,358 
Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (d) 2,524,118 2,086,613 
Cooper Hotel Group 12% 11/6/17 2,302,394 2,417,514 
ESH Hospitality, Inc. Tranche B, term loan 5% 6/24/19 (d) 2,091,280 2,096,508 
Four Seasons Holdings, Inc. Tranche 2LN, term loan 6.25% 12/27/20 (d) 405,000 398,419 
Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (d) 2,780,455 2,774,032 
La Quinta Intermediate Holdings LLC Tranche B LN, term loan 3.75% 4/14/21 (d) 2,023,274 1,939,814 
Playa Resorts Holding BV Tranche B, term loan 4% 8/9/19 (d) 236,373 228,100 
  14,710,358 
Media - 0.2%   
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp. Tranche B, term loan 3% 1/31/21 (d) 1,598,438 1,576,955 
Multiline Retail - 0.3%   
JC Penney Corp., Inc. Tranche B, term loan 6% 5/22/18 (d) 2,576,554 2,515,361 
Specialty Retail - 0.2%   
The Pep Boys - Manny, Moe & Jack Tranche B, term loan 5.5% 10/11/18 (d) 1,319,200 1,317,551 
TOTAL CONSUMER DISCRETIONARY  20,120,225 
CONSUMER STAPLES - 0.3%   
Food & Staples Retailing - 0.3%   
Albertson's LLC:   
Tranche B 3LN, term loan 5.125% 8/25/19 (d) 1,227,188 1,199,576 
Tranche B 5LN, term loan 12/21/22 (e) 995,000 971,369 
  2,170,945 
ENERGY - 0.3%   
Oil, Gas & Consumable Fuels - 0.3%   
Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (d) 2,000,000 1,800,000 
TPF II Power, LLC Tranche B, term loan 5.5% 10/2/21 (d) 831,185 796,383 
  2,596,383 
FINANCIALS - 1.6%   
Real Estate Investment Trusts - 0.3%   
Starwood Property Trust, Inc. Tranche B, term loan 3.5% 4/17/20 (d) 2,437,343 2,395,714 
Real Estate Management & Development - 1.2%   
AmeriCold Reality Operating Partnership LP Tranche B, term loan 6.5% 12/1/22 (d) 1,655,000 1,650,863 
NorthStar Asset Management LP Tranche B 1LN, term loan 4.625% 1/29/23 (d) 990,000 955,350 
Realogy Corp. Credit-Linked Deposit 4.6795% 10/10/16 (d) 75,692 74,557 
Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (d) 6,824,024 6,769,432 
  9,450,202 
Thrifts & Mortgage Finance - 0.1%   
Ocwen Loan Servicing, LLC Tranche B, term loan 5.5% 2/15/18 (d) 1,321,598 1,319,126 
TOTAL FINANCIALS  13,165,042 
HEALTH CARE - 0.3%   
Health Care Providers & Services - 0.3%   
Community Health Systems, Inc.:   
Tranche F, term loan 3.6567% 12/31/18 (d) 992,500 975,816 
Tranche H, term loan 4% 1/27/21 (d) 1,552,031 1,491,890 
  2,467,706 
INDUSTRIALS - 0.3%   
Commercial Services & Supplies - 0.1%   
Pilot Travel Centers LLC Tranche B, term loan 3.75% 10/3/21 (d) 1,440,000 1,439,640 
Construction & Engineering - 0.2%   
Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (d) 1,517,565 1,493,860 
TOTAL INDUSTRIALS  2,933,500 
UTILITIES - 0.9%   
Electric Utilities - 0.5%   
Calpine Construction Finance Co. LP Tranche B 2LN, term loan 3.25% 1/31/22 (d) 979,959 920,553 
Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (d) 979,260 952,330 
La Frontera Generation, LLC Tranche B, term loan 4.5% 9/30/20 (d) 1,656,957 1,583,636 
Southeast Powergen LLC Tranche B, term loan 4.5% 12/2/21 (d) 529,650 521,705 
  3,978,224 
Independent Power and Renewable Electricity Producers - 0.4%   
Calpine Corp. Tranche B 4LN, term loan 4% 10/31/20 (d) 1,960,000 1,900,220 
Tempus Public Foundation Generation Holdings LLC Tranche B, term loan 4.75% 12/31/17 (d) 1,286,752 1,137,167 
  3,037,387 
TOTAL UTILITIES  7,015,611 
TOTAL BANK LOAN OBLIGATIONS   
(Cost $51,946,496)  50,469,412 
 Shares Value 
Money Market Funds - 6.2%   
Fidelity Cash Central Fund, 0.38% (f)   
(Cost $50,015,480) 50,015,480 50,015,480 
TOTAL INVESTMENT PORTFOLIO - 100.0%   
(Cost $791,028,352)  809,152,687 
NET OTHER ASSETS (LIABILITIES) - 0.0%  327,647 
NET ASSETS - 100%  $809,480,334 

Legend

 (a) Non-income producing

 (b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $188,480,922 or 23.3% of net assets.

 (c) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

 (d) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

 (e) The coupon rate will be determined upon settlement of the loan after period end.

 (f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.


Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
Fidelity Cash Central Fund $46,757 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Financials $324,017,790 $315,380,510 $8,637,280 $-- 
Health Care 133,789 133,789 -- -- 
Corporate Bonds 193,449,605 -- 193,449,605 -- 
Asset-Backed Securities 19,028,402 -- 16,715,837 2,312,565 
Collateralized Mortgage Obligations 3,829,602 -- 3,829,602 -- 
Commercial Mortgage Securities 168,208,607 -- 168,208,607 -- 
Bank Loan Obligations 50,469,412 -- 47,977,341 2,492,071 
Money Market Funds 50,015,480 50,015,480 -- -- 
Total Investments in Securities: $809,152,687 $365,529,779 $438,818,272 $4,804,636 

Other Information

The composition of credit quality ratings as a percentage of Total Net Assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations 0.6% 
AAA,AA,A 4.5% 
BBB 11.9% 
BB 13.4% 
10.4% 
CCC,CC,C 1.2% 
Not Rated 11.7% 
Equities 40.1% 
Short-Term Investments and Net Other Assets 6.2% 

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $741,012,872) 
$759,137,207  
Fidelity Central Funds (cost $50,015,480) 50,015,480  
Total Investments (cost $791,028,352)  $809,152,687 
Cash  74,236 
Receivable for investments sold  247,517 
Receivable for fund shares sold  639,448 
Dividends receivable  332,852 
Interest receivable  4,308,743 
Distributions receivable from Fidelity Central Funds  14,765 
Prepaid expenses  1,390 
Other receivables  732 
Total assets  814,772,370 
Liabilities   
Payable for investments purchased $4,455,861  
Payable for fund shares redeemed 336,897  
Accrued management fee 369,870  
Other affiliated payables 81,763  
Other payables and accrued expenses 47,645  
Total liabilities  5,292,036 
Net Assets  $809,480,334 
Net Assets consist of:   
Paid in capital  $786,863,770 
Undistributed net investment income  1,854,332 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  2,637,894 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  18,124,338 
Net Assets  $809,480,334 
Series Real Estate Income:   
Net Asset Value, offering price and redemption price per share ($383,410,519 ÷ 36,293,826 shares)  $10.56 
Class F:   
Net Asset Value, offering price and redemption price per share ($426,069,815 ÷ 40,325,526 shares)  $10.57 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $9,026,959 
Interest  13,851,044 
Income from Fidelity Central Funds  46,757 
Total income  22,924,760 
Expenses   
Management fee $2,259,655  
Transfer agent fees 317,675  
Accounting fees and expenses 180,083  
Custodian fees and expenses 7,369  
Independent trustees' compensation 1,808  
Audit 45,550  
Legal 1,528  
Miscellaneous 2,344  
Total expenses before reductions 2,816,012  
Expense reductions (6,561) 2,809,451 
Net investment income (loss)  20,115,309 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 4,258,987  
Foreign currency transactions (15)  
Total net realized gain (loss)  4,258,972 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(32,952,375)  
Assets and liabilities in foreign currencies  
Total change in net unrealized appreciation (depreciation)  (32,952,367) 
Net gain (loss)  (28,693,395) 
Net increase (decrease) in net assets resulting from operations  $(8,578,086) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

 Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $20,115,309 $42,892,013 
Net realized gain (loss) 4,258,972 10,015,807 
Change in net unrealized appreciation (depreciation) (32,952,367) (10,965,973) 
Net increase (decrease) in net assets resulting from operations (8,578,086) 41,941,847 
Distributions to shareholders from net investment income (26,163,859) (45,472,455) 
Distributions to shareholders from net realized gain (8,001,126) (20,829,892) 
Total distributions (34,164,985) (66,302,347) 
Share transactions - net increase (decrease) 23,038,804 24,549,288 
Total increase (decrease) in net assets (19,704,267) 188,788 
Net Assets   
Beginning of period 829,184,601 828,995,813 
End of period (including undistributed net investment income of $1,854,332 and undistributed net investment income of $7,902,882, respectively) $809,480,334 $829,184,601 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Series Real Estate Income

 Six months ended (Unaudited) Years ended July 31,    
January 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $11.13 $11.47 $11.41 $11.10 $10.00 
Income from Investment Operations      
Net investment income (loss)B .26 .56 .58 .67 .47 
Net realized and unrealized gain (loss) (.38) (.01) .31 .46 .97 
Total from investment operations (.12) .55 .89 1.13 1.44 
Distributions from net investment income (.34) (.61) (.59) (.66) (.33) 
Distributions from net realized gain (.11) (.29) (.24) (.16) (.01) 
Total distributions (.45) (.89)C (.83) (.82) (.34) 
Net asset value, end of period $10.56 $11.13 $11.47 $11.41 $11.10 
Total ReturnD,E (1.10)% 5.05% 8.33% 10.50% 14.67% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .77%H .77% .77% .79% .80%H 
Expenses net of fee waivers, if any .77%H .77% .77% .79% .80%H 
Expenses net of all reductions .77%H .77% .77% .79% .80%H 
Net investment income (loss) 4.80%H 5.03% 5.15% 5.85% 5.70%H 
Supplemental Data      
Net assets, end of period (000 omitted) $383,411 $401,861 $409,084 $415,192 $416,151 
Portfolio turnover rateI 16%H 19% 33% 25% 29%H 

 A For the period October 20, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.89 per share is comprised of distributions from net investment income of $.606 and distributions from net realized gain of $.288 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Series Real Estate Income Fund Class F

 Six months ended (Unaudited) Years ended July 31,    
January 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $11.14 $11.48 $11.41 $11.11 $10.00 
Income from Investment Operations      
Net investment income (loss)B .27 .58 .60 .69 .48 
Net realized and unrealized gain (loss) (.38) (.01) .32 .45 .98 
Total from investment operations (.11) .57 .92 1.14 1.46 
Distributions from net investment income (.35) (.62) (.60) (.68) (.34) 
Distributions from net realized gain (.11) (.29) (.24) (.16) (.01) 
Total distributions (.46) (.91) (.85)C (.84) (.35) 
Net asset value, end of period $10.57 $11.14 $11.48 $11.41 $11.11 
Total ReturnD,E (1.00)% 5.22% 8.60% 10.60% 14.89% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .61%H .61% .61% .61% .62%H 
Expenses net of fee waivers, if any .61%H .61% .61% .61% .62%H 
Expenses net of all reductions .61%H .61% .61% .61% .62%H 
Net investment income (loss) 4.96%H 5.19% 5.32% 6.02% 5.88%H 
Supplemental Data      
Net assets, end of period (000 omitted) $426,070 $427,323 $419,911 $391,490 $286,854 
Portfolio turnover rateI 16%H 19% 33% 25% 29%H 

 A For the period October 20, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.85 per share is comprised of distributions from net investment income of $.604 and distributions from net realized gain of $.242 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016

1. Organization.

Fidelity Series Real Estate Income Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Real Estate Income and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the FMR Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and bank loan obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations and commercial mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), equity-debt classifications, certain conversion ratio adjustments, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $50,533,586 
Gross unrealized depreciation (32,450,608) 
Net unrealized appreciation (depreciation) on securities $18,082,978 
Tax cost $791,069,709 

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $71,006,170 and $63,644,718, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Real Estate Income. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Series Real Estate Income $317,675 .16 

 (a) Annualized


Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $459 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $551 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $3,383 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $222.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $2,956.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Series Real Estate Income $12,281,092 $21,727,712 
Class F 13,882,767 23,744,743 
Total $26,163,859 $45,472,455 
From net realized gain   
Series Real Estate Income $3,833,583 $10,207,221 
Class F 4,167,543 10,622,671 
Total $8,001,126 $20,829,892 

9. Share Transactions.

Transactions for each class of shares were as follows:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Series Real Estate Income     
Shares sold 930,880 2,035,991 $10,096,667 $22,922,397 
Reinvestment of distributions 1,505,515 2,871,749 16,114,675 31,934,933 
Shares redeemed (2,237,466) (4,463,283) (24,281,406) (50,201,779) 
Net increase (decrease) 198,929 444,457 $1,929,936 $4,655,551 
Class F     
Shares sold 2,141,684 4,231,772 $23,217,608 $47,649,383 
Reinvestment of distributions 1,686,551 3,090,749 18,050,310 34,367,414 
Shares redeemed (1,874,474) (5,535,580) (20,159,050) (62,123,060) 
Net increase (decrease) 1,953,761 1,786,941 $21,108,868 $19,893,737 

10. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Series Real Estate Income .77%    
Actual  $1,000.00 $989.00 $3.85 
Hypothetical-C  $1,000.00 $1,021.27 $3.91 
Class F .61%    
Actual  $1,000.00 $990.00 $3.05 
Hypothetical-C  $1,000.00 $1,022.07 $3.10 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SRE-SANN-0316
1.924313.104


Fidelity® OTC Portfolio



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Apple, Inc. 5.4 9.2 
Alphabet, Inc. Class A 5.3 3.9 
Amazon.com, Inc. 4.6 5.7 
Activision Blizzard, Inc. 4.4 2.7 
Facebook, Inc. Class A 4.2 2.8 
Alphabet, Inc. Class C 4.0 4.0 
Microsoft Corp. 4.0 3.5 
Tesla Motors, Inc. 3.4 1.9 
NVIDIA Corp. 3.0 1.8 
athenahealth, Inc. 2.8 2.4 
 41.1  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 50.1 47.2 
Health Care 19.8 20.9 
Consumer Discretionary 16.6 16.6 
Consumer Staples 4.9 6.4 
Financials 4.7 4.0 

Asset Allocation (% of fund's net assets)

As of January 31, 2016* 
   Stocks 96.6% 
   Convertible Securities 3.3% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 7.8%


As of July 31, 2015* 
   Stocks 97.4% 
   Convertible Securities 2.4% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.2% 


 * Foreign investments - 9.6%


Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.6%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 16.2%   
Automobiles - 3.4%   
Tesla Motors, Inc. (a)(b) 2,148,099 $410,717 
Diversified Consumer Services - 0.2%   
2U, Inc. (a)(b) 1,118,041 22,573 
Hotels, Restaurants & Leisure - 1.6%   
Buffalo Wild Wings, Inc. (a) 218,900 33,338 
Chipotle Mexican Grill, Inc. (a) 94,500 42,806 
Intrawest Resorts Holdings, Inc. (a) 726,835 6,113 
Panera Bread Co. Class A (a) 130,300 25,278 
Starbucks Corp. 1,289,420 78,358 
Vail Resorts, Inc. 85,500 10,688 
  196,581 
Internet & Catalog Retail - 7.1%   
Amazon.com, Inc. (a) 928,398 544,970 
Etsy, Inc. (b) 1,870,275 14,513 
Groupon, Inc. Class A (a)(b)(c) 62,409,181 169,753 
Netflix, Inc. (a) 126,200 11,590 
Wayfair LLC Class A (a)(b) 2,482,768 112,221 
  853,047 
Media - 2.3%   
Altice NV (a) 1,015,500 14,379 
Charter Communications, Inc. Class A (a)(b) 1,025,300 175,695 
Liberty Global PLC:   
Class A (a) 1,860,400 64,016 
LiLAC Class A (a) 23,980 844 
Twenty-First Century Fox, Inc. Class A 837,400 22,585 
  277,519 
Specialty Retail - 0.5%   
Ross Stores, Inc. 1,001,900 56,367 
Textiles, Apparel & Luxury Goods - 1.1%   
lululemon athletica, Inc. (a)(b) 1,091,146 67,727 
Ralph Lauren Corp. 551,500 62,044 
  129,771 
TOTAL CONSUMER DISCRETIONARY  1,946,575 
CONSUMER STAPLES - 4.8%   
Beverages - 0.5%   
Monster Beverage Corp. 431,400 58,252 
Food & Staples Retailing - 3.2%   
Costco Wholesale Corp. 1,566,350 236,707 
Sprouts Farmers Market LLC (a) 501,000 11,423 
Walgreens Boots Alliance, Inc. 1,701,200 135,620 
  383,750 
Food Products - 1.1%   
Mondelez International, Inc. 3,184,400 137,248 
TOTAL CONSUMER STAPLES  579,250 
ENERGY - 0.4%   
Energy Equipment & Services - 0.1%   
Oceaneering International, Inc. 319,700 10,822 
Oil, Gas & Consumable Fuels - 0.3%   
Anadarko Petroleum Corp. 407,800 15,941 
Diamondback Energy, Inc. 111,100 8,394 
EOG Resources, Inc. 194,900 13,842 
  38,177 
TOTAL ENERGY  48,999 
FINANCIALS - 4.4%   
Banks - 2.9%   
Bank of America Corp. 3,897,600 55,112 
Citigroup, Inc. 1,526,000 64,977 
Commerce Bancshares, Inc. 784,189 32,254 
Fifth Third Bancorp 515,900 8,151 
Huntington Bancshares, Inc. 1,784,000 15,307 
JPMorgan Chase & Co. 811,400 48,278 
Signature Bank (a) 261,300 36,410 
UMB Financial Corp. 531,500 24,927 
Wells Fargo & Co. 1,324,900 66,550 
  351,966 
Capital Markets - 0.4%   
Carlyle Group LP 630,500 8,625 
Northern Trust Corp. 537,600 33,374 
  41,999 
Consumer Finance - 1.1%   
Capital One Financial Corp. 1,407,400 92,354 
LendingClub Corp. (a)(b) 5,370,400 39,634 
  131,988 
Real Estate Management & Development - 0.0%   
WeWork Companies, Inc. Class A (d) 29,911 1,501 
TOTAL FINANCIALS  527,454 
HEALTH CARE - 19.3%   
Biotechnology - 15.0%   
Acceleron Pharma, Inc. (a) 262,300 8,053 
Aduro Biotech, Inc. (e) 1,938,567 28,070 
Alexion Pharmaceuticals, Inc. (a) 1,132,389 165,250 
Alkermes PLC (a) 1,053,536 33,724 
Alnylam Pharmaceuticals, Inc. (a) 138,100 9,521 
Amgen, Inc. 875,400 133,700 
Anacor Pharmaceuticals, Inc. (a) 825,300 62,005 
Array BioPharma, Inc. (a)(b) 2,200,963 6,801 
Avalanche Biotechnologies, Inc. (a) 988,352 5,930 
BioCryst Pharmaceuticals, Inc. (a) 2,815,264 19,622 
Biogen, Inc. (a) 798,700 218,093 
BioMarin Pharmaceutical, Inc. (a) 1,773,956 131,308 
bluebird bio, Inc. (a) 164,013 6,784 
Blueprint Medicines Corp. (b) 382,300 6,010 
Celgene Corp. (a) 693,100 69,532 
Celldex Therapeutics, Inc. (a)(b) 1,273,285 10,568 
Cellectis SA sponsored ADR 371,100 8,298 
Chiasma, Inc. (a)(b) 349,820 3,603 
Chimerix, Inc. (a) 54,700 421 
Coherus BioSciences, Inc. (a)(b) 809,715 10,737 
CytomX Therapeutics, Inc. 244,269 3,646 
CytomX Therapeutics, Inc. (a)(b) 517,300 8,127 
Dicerna Pharmaceuticals, Inc. (a) 327,980 2,152 
Galapagos Genomics NV sponsored ADR (b) 554,000 27,102 
Genocea Biosciences, Inc. (a) 845,070 2,628 
Gilead Sciences, Inc. 2,516,599 208,878 
Heron Therapeutics, Inc. (a)(b) 428,983 9,004 
Intercept Pharmaceuticals, Inc. (a) 314,519 33,411 
Ionis Pharmaceuticals, Inc. (a) 148,537 5,783 
Ironwood Pharmaceuticals, Inc. Class A (a) 3,140,542 28,987 
Juno Therapeutics, Inc. (a)(b) 60,124 1,658 
Karyopharm Therapeutics, Inc. (a)(b) 614,200 3,820 
Lion Biotechnologies, Inc. (a)(b)(c) 2,913,500 17,452 
Medivation, Inc. (a) 490,000 16,023 
Neurocrine Biosciences, Inc. (a) 976,100 41,533 
Novavax, Inc. (a)(b) 10,970,600 56,499 
OvaScience, Inc. (a)(b) 981,623 5,546 
Portola Pharmaceuticals, Inc. (a)(c) 2,842,407 93,885 
ProNai Therapeutics, Inc. (a) 193,200 1,600 
Puma Biotechnology, Inc. (a)(b) 743,687 31,041 
Regeneron Pharmaceuticals, Inc. (a) 208,400 87,547 
Sage Therapeutics, Inc. (a) 15,800 531 
Seattle Genetics, Inc. (a)(b) 1,594,486 52,586 
Spark Therapeutics, Inc. (b) 268,480 7,563 
TESARO, Inc. (a) 462,000 15,957 
Trevena, Inc. (a)(c) 3,326,521 24,217 
Ultragenyx Pharmaceutical, Inc. (a) 401,496 22,544 
uniQure B.V. (a)(b) 302,200 5,509 
Versartis, Inc. (a)(b) 459,286 5,116 
Vertex Pharmaceuticals, Inc. (a) 382,600 34,721 
XOMA Corp. (a)(b) 1,194,513 1,206 
  1,794,302 
Health Care Equipment & Supplies - 0.5%   
IDEXX Laboratories, Inc. (a) 393,804 27,621 
Novadaq Technologies, Inc. (a) 2,613,956 28,780 
  56,401 
Health Care Providers & Services - 0.3%   
Accretive Health, Inc. (a)(b)(c) 6,962,302 18,241 
Diplomat Pharmacy, Inc. (a)(b) 574,900 15,643 
  33,884 
Health Care Technology - 3.0%   
athenahealth, Inc. (a)(b)(c) 2,376,613 337,004 
Castlight Health, Inc. Class B (a)(b) 63,800 211 
Veeva Systems, Inc. Class A (a)(b) 939,100 22,632 
  359,847 
Pharmaceuticals - 0.5%   
Achaogen, Inc. (a)(b) 805,700 2,917 
Flex Pharma, Inc. 376,179 3,130 
GW Pharmaceuticals PLC ADR (a) 127,027 6,372 
Innoviva, Inc. 78 
Intra-Cellular Therapies, Inc. (a) 324,200 12,021 
Jazz Pharmaceuticals PLC (a) 133,600 17,200 
Relypsa, Inc. (a)(b) 518,000 9,759 
The Medicines Company (a) 297,800 10,292 
  61,692 
TOTAL HEALTH CARE  2,306,126 
INDUSTRIALS - 3.2%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Class A (d) 110,610 9,844 
Airlines - 0.0%   
Wheels Up Partners Holdings LLC Series B unit (d)(f) 1,760,377 5,000 
Commercial Services & Supplies - 0.2%   
Regus PLC 887,884 3,753 
Stericycle, Inc. (a) 150,300 18,089 
  21,842 
Electrical Equipment - 2.2%   
SolarCity Corp. (a)(b)(c) 7,218,748 257,348 
Professional Services - 0.1%   
TriNet Group, Inc. (a) 629,437 9,316 
Road & Rail - 0.6%   
J.B. Hunt Transport Services, Inc. 1,012,480 73,607 
TOTAL INDUSTRIALS  376,957 
INFORMATION TECHNOLOGY - 48.2%   
Communications Equipment - 1.1%   
Cisco Systems, Inc. 98,400 2,341 
Qualcomm, Inc. 2,782,153 126,143 
  128,484 
Electronic Equipment & Components - 0.3%   
Fitbit, Inc. (b) 2,337,056 38,795 
Internet Software & Services - 16.5%   
Alphabet, Inc.:   
Class A 829,627 631,637 
Class C 651,869 484,306 
Criteo SA sponsored ADR (a)(b) 5,430,471 160,633 
Dropbox, Inc. (a)(d) 331,524 3,992 
Facebook, Inc. Class A (a) 4,494,938 504,377 
GoDaddy, Inc. (a) 826,100 25,188 
Marketo, Inc. (a) 1,016,778 19,329 
New Relic, Inc. (a)(b) 1,000,196 28,226 
Opower, Inc. (a) 157,056 1,335 
Rackspace Hosting, Inc. (a) 4,996,030 100,970 
Shopify, Inc. Class A 19,200 446 
Wix.com Ltd. (a)(b) 868,336 17,731 
  1,978,170 
IT Services - 1.2%   
Cognizant Technology Solutions Corp. Class A (a) 1,430,000 90,533 
PayPal Holdings, Inc. (a) 1,300,700 47,007 
Sabre Corp. 136,900 3,506 
Square, Inc. (a)(b) 483,500 4,240 
  145,286 
Semiconductors & Semiconductor Equipment - 7.5%   
Avago Technologies Ltd. 683,100 91,337 
Broadcom Corp. Class A 50,600 2,766 
Cirrus Logic, Inc. (a) 676,030 23,472 
Marvell Technology Group Ltd. 5,136,900 45,462 
Micron Technology, Inc. (a) 13,947,700 153,843 
NVIDIA Corp. 12,240,461 358,523 
NXP Semiconductors NV (a) 1,093,600 81,779 
Qorvo, Inc. (a) 1,718,600 68,057 
SolarEdge Technologies, Inc. (b)(c) 2,437,000 68,894 
  894,133 
Software - 14.7%   
Activision Blizzard, Inc. 15,072,239 524,815 
GameLoft SE (a)(b)(c) 7,537,787 41,371 
HubSpot, Inc. (a) 883,980 35,881 
Interactive Intelligence Group, Inc. (a) 211,287 5,046 
Microsoft Corp. 8,669,039 477,577 
NetSuite, Inc. (a)(b) 574,700 39,867 
Paylocity Holding Corp. (a) 345,500 10,752 
Salesforce.com, Inc. (a) 2,162,220 147,161 
Ubisoft Entertainment SA (a)(c) 10,178,905 279,592 
Workday, Inc. Class A (a) 1,206,800 76,040 
Xero Ltd. (a)(b) 628,814 6,837 
Zendesk, Inc. (a)(c) 5,252,784 115,614 
  1,760,553 
Technology Hardware, Storage & Peripherals - 6.9%   
Apple, Inc. 6,658,620 648,145 
Nimble Storage, Inc. (a) 2,124,508 13,958 
Pure Storage, Inc.:   
Class A (a)(b) 118,400 1,540 
Class B 184,982 2,286 
Western Digital Corp. 3,424,800 164,322 
  830,251 
TOTAL INFORMATION TECHNOLOGY  5,775,672 
TELECOMMUNICATION SERVICES - 0.1%   
Diversified Telecommunication Services - 0.1%   
Cogent Communications Group, Inc. 252,500 8,436 
TOTAL COMMON STOCKS   
(Cost $10,211,607)  11,569,469 
Convertible Preferred Stocks - 3.3%   
CONSUMER DISCRETIONARY - 0.4%   
Diversified Consumer Services - 0.0%   
Handy Technologies, Inc. Series C (d) 415,643 2,212 
Household Durables - 0.3%   
Roku, Inc.:   
Series F, 8.00% (a)(d) 16,562,507 25,322 
Series G, 8.00% (a)(d) 3,185,945 4,871 
Series H (d) 1,931,947 2,954 
  33,147 
Internet & Catalog Retail - 0.1%   
One Kings Lane, Inc. Series E (a)(d) 648,635 2,990 
The Honest Co., Inc. Series D (d) 75,268 3,444 
  6,434 
Media - 0.0%   
Turn, Inc. Series E (a)(d) 1,199,041 4,137 
TOTAL CONSUMER DISCRETIONARY  45,930 
CONSUMER STAPLES - 0.1%   
Food & Staples Retailing - 0.1%   
Blue Apron, Inc. Series D (d) 866,669 12,047 
FINANCIALS - 0.3%   
Real Estate Management & Development - 0.3%   
Redfin Corp. Series G (a)(d) 6,064,833 20,257 
WeWork Companies, Inc. Series E (d) 269,198 13,512 
  33,769 
HEALTH CARE - 0.5%   
Biotechnology - 0.2%   
23andMe, Inc. Series E (d) 1,817,170 17,172 
Editas Medicine, Inc. Series B (d) 176,244 2,538 
Gensight Biologics Series B (d) 270,022 1,344 
Intellia Therapeutics, Inc. Series B (d) 402,664 2,114 
Jounce Therapeutics, Inc. Series B (d) 2,212,389 3,040 
Ovid Therapeutics, Inc. Series B (d) 314,408 1,170 
  27,378 
Health Care Providers & Services - 0.3%   
Mulberry Health, Inc. Series A8 (d) 4,342,250 29,331 
TOTAL HEALTH CARE  56,709 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (d) 62,037 5,521 
Professional Services - 0.0%   
YourPeople, Inc. Series C (d) 335,546 2,319 
TOTAL INDUSTRIALS  7,840 
INFORMATION TECHNOLOGY - 1.9%   
Internet Software & Services - 1.2%   
Jet.Com, Inc. Series B1 (d) 4,896,249 24,422 
Pinterest, Inc. Series G, 8.00% (d) 27,858 1,053 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(d) 2,256,164 110,038 
Series E, 8.00% (a)(d) 150,072 7,319 
  142,832 
IT Services - 0.2%   
AppNexus, Inc. Series E (a)(d) 1,416,796 22,683 
Nutanix, Inc. Series E (a)(d) 311,503 3,863 
  26,546 
Software - 0.5%   
Bracket Computing, Inc. Series C (d) 1,877,241 14,766 
Cloudera, Inc. Series F (a)(d) 126,709 4,160 
Cloudflare, Inc. Series D (a)(d) 395,787 1,935 
Dataminr, Inc. Series D (d) 2,219,446 17,616 
Delphix Corp. Series D (d) 427,177 2,136 
Snapchat, Inc. Series F (d) 32,552 838 
Taboola.Com Ltd. Series E (a)(d) 1,918,392 15,577 
Twilio, Inc. Series E (d) 351,811 4,531 
  61,559 
TOTAL INFORMATION TECHNOLOGY  230,937 
TELECOMMUNICATION SERVICES - 0.0%   
Wireless Telecommunication Services - 0.0%   
Altiostar Networks, Inc. Series D (d) 1,220,504 6,896 
TOTAL CONVERTIBLE PREFERRED STOCKS   
(Cost $349,539)  394,128 
Money Market Funds - 6.3%   
Fidelity Cash Central Fund, 0.38% (g) 53,239,744 53,240 
Fidelity Securities Lending Cash Central Fund, 0.42% (g)(h) 704,512,730 704,513 
TOTAL MONEY MARKET FUNDS   
(Cost $757,753)  757,753 
TOTAL INVESTMENT PORTFOLIO - 106.2%   
(Cost $11,318,899)  12,721,350 
NET OTHER ASSETS (LIABILITIES) - (6.2)%  (737,966) 
NET ASSETS - 100%  $11,983,384 

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Affiliated company

 (d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $414,465,000 or 3.5% of net assets.

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $28,070,000 or 0.2% of net assets.

 (f) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is wholly-owned by the Fund.

 (g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (h) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
23andMe, Inc. Series E 6/18/15 $19,675 
Altiostar Networks, Inc. Series D 1/7/15 $15,000 
AppNexus, Inc. Series E 8/1/14 - 9/17/14 $28,382 
Blue Apron, Inc. Series D 5/18/15 $11,550 
Bracket Computing, Inc. Series C 9/9/15 $14,766 
Cloudera, Inc. Series F 2/5/14 $1,845 
Cloudflare, Inc. Series D 11/5/14 $2,424 
Dataminr, Inc. Series D 2/18/15 - 3/6/15 $28,298 
Delphix Corp. Series D 7/10/15 $3,845 
Dropbox, Inc. 5/2/12 $3,000 
Editas Medicine, Inc. Series B 8/4/15 $2,062 
Gensight Biologics Series B 7/2/15 $2,081 
Handy Technologies, Inc. Series C 10/14/15 $2,436 
Intellia Therapeutics, Inc. Series B 8/20/15 $2,114 
Jet.Com, Inc. Series B1 11/24/15 $24,422 
Jounce Therapeutics, Inc. Series B 4/17/15 $5,000 
Mulberry Health, Inc. Series A8 1/20/16 $29,331 
Nutanix, Inc. Series E 8/26/14 $4,173 
One Kings Lane, Inc. Series E 1/29/14 $10,000 
Ovid Therapeutics, Inc. Series B 8/10/15 $1,959 
Pinterest, Inc. Series G, 8.00% 2/27/15 $1,000 
Redfin Corp. Series G 12/16/14 $20,000 
Roku, Inc. Series F, 8.00% 5/7/13 $15,000 
Roku, Inc. Series G, 8.00% 10/1/14 $4,140 
Roku, Inc. Series H 11/9/15 $2,954 
Snapchat, Inc. Series F 3/25/15 $1,000 
Space Exploration Technologies Corp. Class A 10/16/15 $9,844 
Space Exploration Technologies Corp. Series G 1/20/15 $4,805 
Taboola.Com Ltd. Series E 12/22/14 $20,000 
The Honest Co., Inc. Series D 8/3/15 $3,444 
Turn, Inc. Series E 12/30/13 $10,000 
Twilio, Inc. Series E 4/24/15 $3,979 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $35,000 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $5,000 
WeWork Companies, Inc. Class A 6/23/15 $984 
WeWork Companies, Inc. Series E 6/23/15 $8,854 
Wheels Up Partners Holdings LLC Series B unit 9/18/15 $5,000 
YourPeople, Inc. Series C 5/1/15 $5,000 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $21 
Fidelity Securities Lending Cash Central Fund 11,486 
Total $11,507 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds* Dividend Income Value, end of period 
Accretive Health, Inc. $18,789 $-- $703 $-- $18,241 
athenahealth, Inc. 327,395 8,694 3,192 -- 337,004 
Criteo SA sponsored ADR 291,470 -- 1,762 -- -- 
GameLoft SE 36,312 -- 496 -- 41,371 
Groupon, Inc. Class A 317,266 -- 12,726 -- 169,753 
Lion Biotechnologies, Inc. 25,788 -- 747 -- 17,452 
Portola Pharmaceuticals, Inc. 140,217 4,896 4,712 -- 93,885 
SolarCity Corp. 89,259 207,856 11,228 -- 257,348 
SolarEdge Technologies, Inc. -- 63,165 -- -- 68,894 
Synchronoss Technologies, Inc. 127,356 3,746 110,002 -- -- 
Trevena, Inc. 19,522 -- 310 -- 24,217 
Ubisoft Entertainment SA 204,478 -- 9,994 -- 279,592 
Zendesk, Inc. 106,272 3,035 989 -- 115,614 
Total $1,704,124 $291,392 $156,861 $-- $1,423,371 

 * Includes the value of securities delivered through in-kind transactions, if applicable.


Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $1,992,505 $1,932,196 $-- $60,309 
Consumer Staples 591,297 579,250 -- 12,047 
Energy 48,999 48,999 -- -- 
Financials 561,223 525,953 -- 35,270 
Health Care 2,362,835 2,302,480 3,646 56,709 
Industrials 384,797 358,360 3,753 22,684 
Information Technology 6,006,609 5,448,431 323,249 234,929 
Telecommunication Services 15,332 8,436 -- 6,896 
Money Market Funds 757,753 757,753 -- -- 
Total Investments in Securities: $12,721,350 $11,961,858 $330,648 $428,844 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $251,265 
Level 2 to Level 1 $0 

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)     
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $203,955 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (6,932) 
Cost of Purchases 39,188 
Proceeds of Sales (1,282) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $234,929 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(4,835) 
Equities - Other Investments in Securities  
Beginning Balance $133,963 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities (10,870) 
Cost of Purchases 73,105 
Proceeds of Sales (2,283) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $193,915 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(10,870) 

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $698,617) — See accompanying schedule:
Unaffiliated issuers (cost $9,054,478) 
$10,540,226  
Fidelity Central Funds (cost $757,753) 757,753  
Other affiliated issuers (cost $1,506,668) 1,423,371  
Total Investments (cost $11,318,899)  $12,721,350 
Receivable for investments sold  277,059 
Receivable for fund shares sold  14,547 
Dividends receivable  999 
Distributions receivable from Fidelity Central Funds  2,631 
Prepaid expenses  22 
Other receivables  259 
Total assets  13,016,867 
Liabilities   
Payable for investments purchased $311,570  
Payable for fund shares redeemed 8,030  
Accrued management fee 7,505  
Other affiliated payables 1,568  
Other payables and accrued expenses 297  
Collateral on securities loaned, at value 704,513  
Total liabilities  1,033,483 
Net Assets  $11,983,384 
Net Assets consist of:   
Paid in capital  $10,560,184 
Accumulated net investment loss  (7,652) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  28,433 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  1,402,419 
Net Assets  $11,983,384 
OTC:   
Net Asset Value, offering price and redemption price per share ($8,742,384 ÷ 120,065 shares)  $72.81 
Class K:   
Net Asset Value, offering price and redemption price per share ($3,241,000 ÷ 44,041 shares)  $73.59 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $39,295 
Income from Fidelity Central Funds (including $11,486 from security lending)  11,507 
Total income  50,802 
Expenses   
Management fee   
Basic fee $38,705  
Performance adjustment 10,143  
Transfer agent fees 8,494  
Accounting and security lending fees 766  
Custodian fees and expenses 230  
Independent trustees' compensation 29  
Registration fees 113  
Audit 53  
Legal 34  
Interest 14  
Miscellaneous 38  
Total expenses before reductions 58,619  
Expense reductions (300) 58,319 
Net investment income (loss)  (7,517) 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 167,693  
Other affiliated issuers 21,516  
Foreign currency transactions (7)  
Total net realized gain (loss)  189,202 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(1,746,920)  
Assets and liabilities in foreign currencies (1)  
Total change in net unrealized appreciation (depreciation)  (1,746,921) 
Net gain (loss)  (1,557,719) 
Net increase (decrease) in net assets resulting from operations  $(1,565,236) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $(7,517) $(11,952) 
Net realized gain (loss) 189,202 1,282,162 
Change in net unrealized appreciation (depreciation) (1,746,921) 1,068,362 
Net increase (decrease) in net assets resulting from operations (1,565,236) 2,338,572 
Distributions to shareholders from net realized gain (704,905) (1,408,892) 
Share transactions - net increase (decrease) 706,677 1,841,344 
Total increase (decrease) in net assets (1,563,464) 2,771,024 
Net Assets   
Beginning of period 13,546,848 10,775,824 
End of period (including accumulated net investment loss of $7,652 and accumulated net investment loss of $135, respectively) $11,983,384 $13,546,848 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity OTC Portfolio

 Six months ended (Unaudited) Years ended July 31,     
 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $86.98 $81.23 $78.98 $57.53 $59.28 $45.00 
Income from Investment Operations       
Net investment income (loss)A (.06) (.11) (.06) .36B (.08)C (.27) 
Net realized and unrealized gain (loss) (9.60) 16.14 12.78 21.37 (1.67) 14.55 
Total from investment operations (9.66) 16.03 12.72 21.73 (1.75) 14.28 
Distributions from net investment income – – (.05) (.28) – – 
Distributions from net realized gain (4.51) (10.28) (10.42) – – – 
Total distributions (4.51) (10.28) (10.47) (.28) – – 
Net asset value, end of period $72.81 $86.98 $81.23 $78.98 $57.53 $59.28 
Total ReturnD,E (11.46)% 21.34% 17.96% 37.93% (2.95)% 31.73% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .94%H .83% .77% .76% .91% .94% 
Expenses net of fee waivers, if any .94%H .83% .77% .76% .91% .94% 
Expenses net of all reductions .94%H .83% .76% .74% .90% .92% 
Net investment income (loss) (.15)%H (.13)% (.08)% .55%B (.14)%C (.49)% 
Supplemental Data       
Net assets, end of period (in millions) $8,742 $9,710 $7,870 $6,693 $5,499 $6,374 
Portfolio turnover rateI 69%H,J 66%J 106% 116% 149% 158% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.20) %.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 J Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity OTC Portfolio Class K

 Six months ended (Unaudited) Years ended July 31,     
 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $87.87 $81.96 $79.60 $57.94 $59.61 $45.19 
Income from Investment Operations       
Net investment income (loss)A (.01) (.01) .04 .45B C,D (.19) 
Net realized and unrealized gain (loss) (9.70) 16.29 12.87 21.53 (1.67) 14.61 
Total from investment operations (9.71) 16.28 12.91 21.98 (1.67) 14.42 
Distributions from net investment income – – (.10) (.32) – – 
Distributions from net realized gain (4.57) (10.37) (10.46) – – – 
Total distributions (4.57) (10.37) (10.55)E (.32) – – 
Net asset value, end of period $73.59 $87.87 $81.96 $79.60 $57.94 $59.61 
Total ReturnF,G (11.41)% 21.49% 18.10% 38.11% (2.80)% 31.91% 
Ratios to Average Net AssetsH,I       
Expenses before reductions .82%J .72% .65% .62% .77% .80% 
Expenses net of fee waivers, if any .82%J .72% .65% .62% .77% .80% 
Expenses net of all reductions .82%J .71% .64% .60% .76% .78% 
Net investment income (loss) (.03)%J (.02)% .05% .69%B - %C,K (.35)% 
Supplemental Data       
Net assets, end of period (in millions) $3,241 $3,836 $2,906 $2,260 $1,644 $1,363 
Portfolio turnover rateL 69%J,M 66%M 106% 116% 149% 158% 

 A Calculated based on average shares outstanding during the period.

 B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .53%.

 C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.06) %.

 D Amount represents less than $.005 per share.

 E Total distributions of $10.55 per share is comprised of distributions from net investment income of $.098 and distributions from net realized gain of $10.456 per share.

 F Total returns for periods of less than one year are not annualized.

 G Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 J Annualized

 K Amount represents less than .005%.

 L Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 M Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity OTC Portfolio (the Fund) is a non-diversified fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers OTC and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy. Equity securities, including restricted securities, for which observable inputs are not available are valued using alternate valuation approaches, including the market approach and the income approach and are categorized as Level 3 in the hierarchy. The market approach generally consists of using comparable market transactions while the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 01/31/16 (000s) Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Equities $428,844 Discount cash flow Discount rate 8.0% Decrease 
   Discount for lack of marketability 20.0% Decrease 
   Growth rate 2.5% - 3.0% / 2.5% Increase 
   Weighted average cost of capital 11.5% - 40.0% / 14.7% Decrease 
  Last transaction price Transaction price $1.53 - $89.00 / $30.32 Increase 
  Market comparable EV/Sales multiple 1.2 – 11.1 / 3.3 Increase 
   Discount rate 3.0% - 50.0% / 17.5% Decrease 
   Discount for lack of marketability 10.0% - 30.0% / 19.9% Decrease 
   Premium rate 10.0% - 86.4% / 26.6% Increase 
   EV/GP multiple 4.2 Increase 
  Proposed transactions price Transaction price $8.00 - $50.19 / $46.72 Increase 
   Discount rate 10.0% Decrease 
   Index movement 30.2% Increase 
  Proxy adjustment Proxy movement 39.0% - 40.3% / 39.4% Increase 
  Replacement cost Liquidity preference $8.34 Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2 , as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to redemptions in-kind, foreign currency transactions, passive foreign investment companies (PFIC), net operating losses, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $3,197,874 
Gross unrealized depreciation (1,846,819) 
Net unrealized appreciation (depreciation) on securities $1,351,055 
Tax cost $11,370,295 

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $4,554,570 and $4,443,603, respectively.

Redemptions In-Kind. During the period, 1,292 shares of the Fund held by an unaffiliated entity were redeemed in-kind for cash and investments with a value of $104,098. The net realized gain of $41,724 on investments delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 11: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of OTC as compared to its benchmark index, the Nasdaq Composite Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .76% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of OTC. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
OTC $7,639 .16 
Class K 855 .05 
 $8,494  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $93 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $19,193 .52% $14 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $9 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $36,876. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $1,352 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $5,043. The weighted average interest rate was .64%. The interest expense amounted to less than five hundred dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $251 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $49.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net realized gain   
OTC $505,475 $1,012,327 
Class K 199,430 396,565 
Total $704,905 $1,408,892 

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
OTC     
Shares sold 14,519 22,946 $1,162,995 $1,893,100 
Reinvestment of distributions 6,240 12,406 491,074 985,025 
Shares redeemed (12,328) (20,601) (971,846) (1,665,615) 
Net increase (decrease) 8,431 14,751 $682,223 $1,212,510 
Class K     
Shares sold 6,792 16,984 $546,527 $1,383,593 
Reinvestment of distributions 2,509 4,953 199,430 396,565 
Shares redeemed (8,920)(a) (13,732)(b) (721,503)(a) (1,151,324)(b) 
Net increase (decrease) 381 8,205 $24,454 $628,834 

 (a) Amount includes in-kind redemptions (see Note 4: Redemptions In-Kind).

 (b) Amount includes in-kind redemptions.


12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
OTC .94%    
Actual  $1,000.00 $885.40 $4.45 
Hypothetical-C  $1,000.00 $1,020.41 $4.77 
Class K .82%    
Actual  $1,000.00 $885.90 $3.89 
Hypothetical-C  $1,000.00 $1,021.01 $4.17 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

OTC-SANN-0316
1.700332.118


Fidelity® Blue Chip Growth Fund



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Alphabet, Inc. Class A 5.7 4.3 
Amazon.com, Inc. 4.9 3.9 
Facebook, Inc. Class A 4.1 2.9 
Apple, Inc. 4.1 6.4 
Alphabet, Inc. Class C 2.4 2.0 
Home Depot, Inc. 2.1 1.8 
The Coca-Cola Co. 2.0 1.0 
Visa, Inc. Class A 2.0 1.8 
Salesforce.com, Inc. 1.9 1.8 
Allergan PLC 1.8 1.8 
 31.0  

Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 37.4 34.2 
Consumer Discretionary 26.4 24.9 
Health Care 16.1 18.0 
Consumer Staples 10.8 9.8 
Industrials 4.9 5.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016 * 
   Stocks 97.6% 
   Convertible Securities 2.4% 


 * Foreign investments - 12.2%


As of July 31, 2015 * 
   Stocks 98.1% 
   Convertible Securities 1.9% 


 * Foreign investments - 12.5%


Investments January 31, 2016

Showing Percentage of Net Assets

Common Stocks - 97.5%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 26.2%   
Auto Components - 0.2%   
Delphi Automotive PLC 343,451 $22,304 
Magna International, Inc. Class A (sub. vtg.) 593,150 20,607 
  42,911 
Automobiles - 1.2%   
Tesla Motors, Inc. (a)(b) 1,166,133 222,965 
Hotels, Restaurants & Leisure - 5.9%   
Buffalo Wild Wings, Inc. (a)(b) 463,809 70,638 
Chipotle Mexican Grill, Inc. (a) 474,570 214,966 
Dave & Buster's Entertainment, Inc. (a) 1,736,913 62,998 
Domino's Pizza, Inc. 389,471 44,372 
Fiesta Restaurant Group, Inc. (a) 233,800 8,510 
Hilton Worldwide Holdings, Inc. 2,857,776 50,897 
Jubilant Foodworks Ltd. 63,454 1,197 
McDonald's Corp. 2,725,375 337,347 
MGM Mirage, Inc. (a) 531,642 10,675 
Panera Bread Co. Class A (a) 21,700 4,210 
Royal Caribbean Cruises Ltd. 146,600 12,015 
Starbucks Corp. 5,164,647 313,856 
  1,131,681 
Household Durables - 0.9%   
Jarden Corp. (a) 613,766 32,560 
Newell Rubbermaid, Inc. 298,337 11,570 
Sony Corp. 1,790,700 41,561 
Sony Corp. sponsored ADR 995,475 23,772 
Tempur Sealy International, Inc. (a) 147,999 8,930 
Whirlpool Corp. 405,332 54,473 
  172,866 
Internet & Catalog Retail - 7.0%   
Amazon.com, Inc. (a) 1,600,987 939,779 
Ctrip.com International Ltd. sponsored ADR (a) 799,533 34,124 
Expedia, Inc. 698,499 70,576 
Groupon, Inc. Class A (a)(b) 4,483,314 12,195 
JD.com, Inc. sponsored ADR (a) 182,652 4,754 
Netflix, Inc. (a) 1,348,248 123,823 
Priceline Group, Inc. (a) 137,905 146,865 
The Honest Co., Inc. (a)(c) 150,143 6,870 
  1,338,986 
Leisure Products - 0.3%   
Hasbro, Inc. 532,239 39,535 
Mattel, Inc. 301,588 8,321 
NJOY, Inc. (a)(c) 8,088,440 1,035 
Spin Master Corp. (a) 412,100 5,880 
  54,771 
Media - 1.6%   
Altice NV Class A (a) 1,849,008 26,666 
Charter Communications, Inc. Class A (a) 154,935 26,550 
DreamWorks Animation SKG, Inc. Class A (a)(b) 566,929 14,536 
Lions Gate Entertainment Corp. 319,865 8,364 
Naspers Ltd. Class N 198,800 25,123 
Starz Series A (a) 324,159 9,216 
The Walt Disney Co. 1,997,851 191,434 
  301,889 
Multiline Retail - 1.4%   
B&M European Value Retail S.A. 8,179,226 32,855 
Burlington Stores, Inc. (a) 670,971 36,051 
Dollar Tree, Inc. (a) 946,965 77,007 
Target Corp. 1,600,646 115,919 
  261,832 
Specialty Retail - 4.7%   
AutoZone, Inc. (a) 16,577 12,721 
Home Depot, Inc. 3,227,524 405,893 
Inditex SA 561,709 18,485 
L Brands, Inc. 1,148,336 110,413 
Lowe's Companies, Inc. 221,610 15,881 
O'Reilly Automotive, Inc. (a) 31,457 8,207 
Restoration Hardware Holdings, Inc. (a)(b) 1,727,774 106,465 
Ross Stores, Inc. 977,149 54,974 
Signet Jewelers Ltd. 481,524 55,857 
TJX Companies, Inc. 1,505,267 107,235 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 94,384 17,100 
  913,231 
Textiles, Apparel & Luxury Goods - 3.0%   
adidas AG 997,300 102,695 
Coach, Inc. 164,819 6,107 
Columbia Sportswear Co. 105,804 5,838 
G-III Apparel Group Ltd. (a) 608,239 30,023 
Kate Spade & Co. (a) 1,001,102 17,830 
lululemon athletica, Inc. (a)(b) 1,294,472 80,348 
NIKE, Inc. Class B 2,174,144 134,819 
Pandora A/S 18,275 2,445 
PVH Corp. 792,781 58,174 
Ralph Lauren Corp. 36,950 4,157 
Regina Miracle International Holdings Ltd. (a) 6,171,551 10,101 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 1,854,582 52,281 
Tory Burch LLC unit (c)(d) 293,611 15,356 
Under Armour, Inc. Class A (sub. vtg.) (a) 518,665 44,310 
Vera Bradley, Inc. (a) 878,600 12,986 
VF Corp. 150,995 9,452 
  586,922 
TOTAL CONSUMER DISCRETIONARY  5,028,054 
CONSUMER STAPLES - 10.6%   
Beverages - 4.2%   
Anheuser-Busch InBev SA NV ADR 306,974 38,630 
Coca-Cola Bottling Co. Consolidated 30,858 5,428 
Constellation Brands, Inc. Class A (sub. vtg.) 362,427 55,263 
Molson Coors Brewing Co. Class B 919,655 83,210 
Monster Beverage Corp. 1,130,295 152,624 
PepsiCo, Inc. 801,191 79,558 
The Coca-Cola Co. 9,100,465 390,592 
United Spirits Ltd. (a) 41,658 1,535 
  806,840 
Food & Staples Retailing - 3.0%   
Costco Wholesale Corp. 799,297 120,790 
CVS Health Corp. 1,815,506 175,360 
Kroger Co. 2,888,050 112,085 
Sprouts Farmers Market LLC (a) 1,732,222 39,495 
Wal-Mart Stores, Inc. 172,865 11,471 
Walgreens Boots Alliance, Inc. 750,280 59,812 
Whole Foods Market, Inc. 1,955,118 57,305 
  576,318 
Food Products - 1.3%   
Amplify Snack Brands, Inc. 659,687 7,125 
Associated British Foods PLC 1,086,100 48,998 
Edita Food Industries SAE GDR (a)(e) 129,600 2,171 
Mondelez International, Inc. 2,771,433 119,449 
Premium Brands Holdings Corp. 73,200 2,195 
The Hain Celestial Group, Inc. (a) 944,971 34,378 
The Kraft Heinz Co. 315,571 24,633 
TreeHouse Foods, Inc. (a) 83,900 6,658 
WhiteWave Foods Co. (a) 366,371 13,831 
  259,438 
Household Products - 0.2%   
Procter & Gamble Co. 515,964 42,149 
Personal Products - 1.2%   
Estee Lauder Companies, Inc. Class A 609,272 51,940 
Herbalife Ltd. (a) 2,128,165 98,343 
Nu Skin Enterprises, Inc. Class A (b) 2,576,924 81,560 
  231,843 
Tobacco - 0.7%   
Imperial Tobacco Group PLC 204,055 11,049 
Reynolds American, Inc. 2,309,361 115,353 
  126,402 
TOTAL CONSUMER STAPLES  2,042,990 
ENERGY - 1.2%   
Energy Equipment & Services - 0.1%   
Baker Hughes, Inc. 138,500 6,026 
Schlumberger Ltd. 148,900 10,761 
  16,787 
Oil, Gas & Consumable Fuels - 1.1%   
Anadarko Petroleum Corp. 565,132 22,091 
Cimarex Energy Co. 359,750 33,457 
Continental Resources, Inc. (a)(b) 1,215,841 25,666 
Devon Energy Corp. 305,600 8,526 
Diamondback Energy, Inc. 43,100 3,256 
EOG Resources, Inc. 698,058 49,576 
Hess Corp. 211,000 8,968 
Noble Energy, Inc. 66,100 2,140 
Pioneer Natural Resources Co. 390,126 48,356 
Rice Energy, Inc. (a) 194,700 2,272 
SM Energy Co. (b) 1,039,753 14,536 
Whiting Petroleum Corp. (a) 527,800 3,879 
  222,723 
TOTAL ENERGY  239,510 
FINANCIALS - 2.5%   
Banks - 1.7%   
Bank of America Corp. 5,319,921 75,224 
Citigroup, Inc. 1,831,521 77,986 
HDFC Bank Ltd. sponsored ADR 649,917 39,209 
JPMorgan Chase & Co. 2,346,136 139,595 
  332,014 
Capital Markets - 0.4%   
BlackRock, Inc. Class A 167,664 52,690 
Charles Schwab Corp. 705,841 18,020 
Fairfax India Holdings Corp. (a) 911,500 9,206 
  79,916 
Consumer Finance - 0.0%   
Synchrony Financial (a) 197,900 5,624 
Diversified Financial Services - 0.1%   
CME Group, Inc. 105,257 9,457 
Multi Commodity Exchange of India Ltd. (a) 4,622 59 
  9,516 
Real Estate Investment Trusts - 0.2%   
Extra Space Storage, Inc. 304,087 27,578 
Real Estate Management & Development - 0.0%   
Parsvnath Developers Ltd. (a)(f) 21,771,340 6,148 
Thrifts & Mortgage Finance - 0.1%   
Housing Development Finance Corp. Ltd. 697,722 12,214 
Indiabulls Housing Finance Ltd. 604,148 6,337 
LIC Housing Finance Ltd. (a) 351,944 2,494 
  21,045 
TOTAL FINANCIALS  481,841 
HEALTH CARE - 15.9%   
Biotechnology - 9.9%   
AbbVie, Inc. 1,860,412 102,137 
ACADIA Pharmaceuticals, Inc. (a) 119,000 2,462 
Acceleron Pharma, Inc. (a) 144,143 4,425 
Aduro Biotech, Inc. (b) 85,684 1,241 
Agios Pharmaceuticals, Inc. (a)(b) 192,578 8,131 
Aimmune Therapeutics, Inc. (a) 399,157 5,460 
Alexion Pharmaceuticals, Inc. (a) 655,869 95,711 
Alkermes PLC (a) 963,547 30,843 
Alnylam Pharmaceuticals, Inc. (a) 679,240 46,827 
Amgen, Inc. 1,850,286 282,594 
Ascendis Pharma A/S sponsored ADR 330,551 6,294 
Avalanche Biotechnologies, Inc. (a) 88,979 534 
BioCryst Pharmaceuticals, Inc. (a) 1,028,402 7,168 
Biogen, Inc. (a) 725,190 198,020 
BioMarin Pharmaceutical, Inc. (a) 259,887 19,237 
bluebird bio, Inc. (a) 244,767 10,124 
Calithera Biosciences, Inc. (a)(b) 262,144 1,311 
Catabasis Pharmaceuticals, Inc. 520,393 3,445 
Celgene Corp. (a) 2,830,872 283,993 
Cellectis SA sponsored ADR 66,709 1,492 
Chiasma, Inc. (a)(b) 298,351 3,073 
Chiasma, Inc. (e) 221,566 2,282 
Chiasma, Inc. warrants (a) 55,391 151 
Chimerix, Inc. (a) 84,785 653 
Coherus BioSciences, Inc. (a)(b) 484,489 6,424 
CytomX Therapeutics, Inc. 378,621 5,651 
CytomX Therapeutics, Inc. (a) 164,776 2,589 
DBV Technologies SA sponsored ADR (a) 107,154 2,785 
Dicerna Pharmaceuticals, Inc. (a) 158,644 1,041 
Edge Therapeutics, Inc. (a) 338,839 3,765 
Exelixis, Inc. (a)(b) 2,801,991 12,945 
FibroGen, Inc. (a) 368,341 7,470 
Gilead Sciences, Inc. 3,767,727 312,721 
Global Blood Therapeutics, Inc. (a)(b) 508,233 9,621 
Heron Therapeutics, Inc. (a) 87,877 1,845 
Intercept Pharmaceuticals, Inc. (a) 142,207 15,107 
Intrexon Corp. (a)(b) 472,617 13,772 
Ionis Pharmaceuticals, Inc. (a) 125,729 4,895 
Ironwood Pharmaceuticals, Inc. Class A (a) 893,167 8,244 
Juno Therapeutics, Inc. (a)(b) 221,037 6,096 
Kite Pharma, Inc. (a)(b) 97,468 4,629 
Merrimack Pharmaceuticals, Inc. (a)(b) 1,569,525 9,684 
Mirati Therapeutics, Inc. (a) 220,034 4,737 
Momenta Pharmaceuticals, Inc. (a) 96,669 1,201 
Neurocrine Biosciences, Inc. (a) 627,247 26,689 
Novavax, Inc. (a) 438,504 2,258 
Portola Pharmaceuticals, Inc. (a) 300,825 9,936 
ProNai Therapeutics, Inc. (a) 292,403 2,421 
Prothena Corp. PLC (a) 103,459 4,030 
Radius Health, Inc. (a) 84,485 2,706 
Regeneron Pharmaceuticals, Inc. (a) 426,508 179,172 
REGENXBIO, Inc. (a)(b) 118,439 1,646 
Sage Therapeutics, Inc. (a) 119,767 4,022 
Seattle Genetics, Inc. (a) 372,893 12,298 
Seres Therapeutics, Inc. (b) 48,933 1,318 
Spark Therapeutics, Inc. 98,965 2,788 
Trevena, Inc. (a) 1,033,895 7,527 
Ultragenyx Pharmaceutical, Inc. (a) 58,720 3,297 
uniQure B.V. (a)(b) 300,878 5,485 
Versartis, Inc. (a)(b) 159,453 1,776 
Vertex Pharmaceuticals, Inc. (a) 1,061,002 96,286 
Xencor, Inc. (a) 110,350 1,194 
  1,917,679 
Health Care Equipment & Supplies - 1.2%   
Boston Scientific Corp. (a) 3,061,638 53,671 
DexCom, Inc. (a) 103,329 7,365 
Edwards Lifesciences Corp. (a) 26,500 2,073 
Glaukos Corp. (b) 75,218 1,228 
Intuitive Surgical, Inc. (a) 146,941 79,473 
Invuity, Inc. 507,111 3,895 
Medtronic PLC 660,925 50,177 
Nevro Corp. (a) 377,795 23,344 
Novocure Ltd. (a)(b) 143,904 1,796 
Olympus Corp. 101,400 3,954 
  226,976 
Health Care Providers & Services - 0.6%   
Adeptus Health, Inc. Class A (a) 506,235 23,884 
AmSurg Corp. (a) 555,956 40,690 
Apollo Hospitals Enterprise Ltd. (a) 936,371 20,409 
Cardinal Health, Inc. 114,049 9,280 
Dr Lal Pathlabs Ltd. 7,779 90 
Teladoc, Inc. (b) 656,907 10,668 
UnitedHealth Group, Inc. 101,362 11,673 
  116,694 
Health Care Technology - 0.1%   
athenahealth, Inc. (a) 75,273 10,674 
Castlight Health, Inc. Class B (a) 508,709 1,684 
Evolent Health, Inc. 241,372 2,382 
  14,740 
Life Sciences Tools & Services - 0.1%   
Illumina, Inc. (a) 93,862 14,826 
Lonza Group AG 37,805 5,792 
  20,618 
Pharmaceuticals - 4.0%   
Achaogen, Inc. (a) 325,957 1,180 
Allergan PLC (a) 1,233,475 350,837 
Bristol-Myers Squibb Co. 2,053,785 127,663 
Cempra, Inc. (a)(b) 132,400 2,281 
CSPC Pharmaceutical Group Ltd. 2,108,000 1,783 
Dermira, Inc. (a) 406,148 11,372 
Endo Health Solutions, Inc. (a) 407,846 22,623 
GW Pharmaceuticals PLC ADR (a)(b) 261,411 13,112 
Intra-Cellular Therapies, Inc. (a) 105,204 3,901 
Jazz Pharmaceuticals PLC (a) 188,344 24,247 
Johnson & Johnson 37,600 3,927 
Pacira Pharmaceuticals, Inc. (a) 114,684 6,815 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,545,799 95,036 
The Medicines Company (a) 497,424 17,191 
Valeant Pharmaceuticals International, Inc. (Canada) (a) 899,100 82,792 
  764,760 
TOTAL HEALTH CARE  3,061,467 
INDUSTRIALS - 4.8%   
Aerospace & Defense - 0.8%   
Honeywell International, Inc. 879,698 90,785 
Lockheed Martin Corp. 84,997 17,934 
Northrop Grumman Corp. 33,169 6,138 
Raytheon Co. 136,215 17,468 
Space Exploration Technologies Corp. Class A (c) 160,303 14,267 
  146,592 
Airlines - 1.9%   
American Airlines Group, Inc. 48,000 1,872 
Azul-Linhas Aereas Brasileiras warrants (a)(c) 165,571 
Delta Air Lines, Inc. 2,318,749 102,697 
InterGlobe Aviation Ltd. (a) 257,728 3,358 
JetBlue Airways Corp. (a) 646,400 13,775 
Southwest Airlines Co. 3,402,173 127,990 
Spirit Airlines, Inc. (a) 778,342 32,535 
United Continental Holdings, Inc. (a) 1,634,834 78,930 
Wizz Air Holdings PLC 268,021 7,257 
  368,414 
Building Products - 0.1%   
Caesarstone Sdot-Yam Ltd. (a) 208,417 7,834 
Toto Ltd. 232,800 7,556 
  15,390 
Construction & Engineering - 0.2%   
Dycom Industries, Inc. (a) 556,900 36,900 
Electrical Equipment - 0.7%   
Acuity Brands, Inc. 182,840 37,012 
SolarCity Corp. (a)(b) 2,616,654 93,284 
  130,296 
Industrial Conglomerates - 0.7%   
Danaher Corp. 618,359 53,581 
General Electric Co. 2,939,843 85,549 
  139,130 
Machinery - 0.1%   
Eicher Motors Ltd. (a) 14,288 3,502 
Rational AG 16,438 7,372 
  10,874 
Professional Services - 0.1%   
Equifax, Inc. 42,542 4,501 
WageWorks, Inc. (a) 187,645 8,395 
  12,896 
Road & Rail - 0.0%   
Swift Transporation Co. (a) 253,100 4,128 
Trading Companies & Distributors - 0.2%   
HD Supply Holdings, Inc. (a) 1,845,147 48,472 
TOTAL INDUSTRIALS  913,092 
INFORMATION TECHNOLOGY - 35.6%   
Communications Equipment - 0.5%   
Palo Alto Networks, Inc. (a) 107,028 16,000 
Qualcomm, Inc. 1,942,653 88,080 
  104,080 
Electronic Equipment & Components - 0.2%   
Fitbit, Inc. (b) 2,357,613 39,136 
Internet Software & Services - 14.7%   
58.com, Inc. ADR (a) 294,400 16,516 
Alibaba Group Holding Ltd. sponsored ADR (a) 1,946,816 130,495 
Alphabet, Inc.:   
Class A 1,430,536 1,089,134 
Class C 622,484 462,474 
Dropbox, Inc. (a)(c) 1,003,814 12,086 
Facebook, Inc. Class A (a) 7,023,784 788,139 
Gogo, Inc. (a)(b) 1,808,342 26,311 
IAC/InterActiveCorp 146,900 7,630 
Info Edge India Ltd. 151,831 1,786 
JUST EAT Ltd. (a) 3,725,262 19,951 
LinkedIn Corp. Class A (a) 300,192 59,411 
New Relic, Inc. (a) 173,681 4,901 
Rackspace Hosting, Inc. (a) 4,410,905 89,144 
Tencent Holdings Ltd. 3,115,100 58,522 
Twitter, Inc. (a)(b) 2,593,816 43,576 
Yahoo!, Inc. (a) 386,100 11,394 
  2,821,470 
IT Services - 4.7%   
Blackhawk Network Holdings, Inc. (a) 45,139 1,701 
Cognizant Technology Solutions Corp. Class A (a) 3,518,764 222,773 
EOH Holdings Ltd. 179,900 1,526 
MasterCard, Inc. Class A 2,655,183 236,391 
PayPal Holdings, Inc. (a) 839,913 30,354 
Sabre Corp. 897,777 22,992 
Total System Services, Inc. 163,278 6,557 
Visa, Inc. Class A 5,072,585 377,857 
  900,151 
Semiconductors & Semiconductor Equipment - 4.8%   
Analog Devices, Inc. 2,913,408 156,916 
Avago Technologies Ltd. 2,106,359 281,641 
Cavium, Inc. (a) 943,519 54,507 
Cirrus Logic, Inc. (a)(b) 2,582,827 89,676 
Monolithic Power Systems, Inc. 187,949 11,760 
NVIDIA Corp. 1,487,948 43,582 
NXP Semiconductors NV (a) 3,606,558 269,698 
Semtech Corp. (a) 312,100 6,273 
SolarEdge Technologies, Inc. (b) 600,439 16,974 
  931,027 
Software - 6.4%   
1-Page Ltd. (a)(b) 3,708,397 9,221 
Activision Blizzard, Inc. 5,264,487 183,309 
Adobe Systems, Inc. (a) 991,602 88,381 
Appirio, Inc. (c) 87,529 371 
Electronic Arts, Inc. (a) 2,636,571 170,177 
Ellie Mae, Inc. (a)(b) 222,697 15,551 
HubSpot, Inc. (a) 52,029 2,112 
Imperva, Inc. (a) 58,021 2,992 
Microsoft Corp. 3,751,601 206,676 
Mobileye NV (a)(b) 1,072,976 29,110 
Paycom Software, Inc. (a) 172,565 5,203 
Qlik Technologies, Inc. (a) 825,071 20,660 
Red Hat, Inc. (a) 433,411 30,360 
Salesforce.com, Inc. (a) 5,288,541 359,938 
SAP AG sponsored ADR (b) 171,000 13,646 
ServiceNow, Inc. (a) 24,800 1,543 
Tableau Software, Inc. (a) 276,324 22,172 
Workday, Inc. Class A (a) 723,454 45,585 
Zendesk, Inc. (a) 602,381 13,258 
  1,220,265 
Technology Hardware, Storage & Peripherals - 4.3%   
Apple, Inc. 8,021,826 780,845 
SanDisk Corp. 289,670 20,480 
Western Digital Corp. 591,196 28,366 
  829,691 
TOTAL INFORMATION TECHNOLOGY  6,845,820 
MATERIALS - 0.6%   
Chemicals - 0.5%   
Albemarle Corp. U.S. 254,316 13,387 
CF Industries Holdings, Inc. 2,760,957 82,829 
LyondellBasell Industries NV Class A 25,600 1,996 
Sherwin-Williams Co. 7,600 1,943 
  100,155 
Construction Materials - 0.0%   
Prism Cement Ltd. (a) 2,498,232 2,811 
Containers & Packaging - 0.1%   
Ball Corp. 90,876 6,073 
TOTAL MATERIALS  109,039 
TELECOMMUNICATION SERVICES - 0.1%   
Wireless Telecommunication Services - 0.1%   
Bharti Infratel Ltd. 4,892,590 26,202 
TOTAL COMMON STOCKS   
(Cost $14,027,259)  18,748,015 
Preferred Stocks - 2.5%   
Convertible Preferred Stocks - 2.4%   
CONSUMER DISCRETIONARY - 0.1%   
Internet & Catalog Retail - 0.1%   
The Honest Co., Inc.:   
Series C (a)(c) 350,333 16,029 
Series D (c) 77,448 3,544 
  19,573 
CONSUMER STAPLES - 0.2%   
Food & Staples Retailing - 0.1%   
Blue Apron, Inc. Series D (c) 780,377 10,847 
Food Products - 0.1%   
BLUE BOTTLE Coffee, Inc. Series C (c) 632,822 9,783 
Tobacco - 0.0%   
PAX Labs, Inc. Series C (c) 2,555,833 8,409 
TOTAL CONSUMER STAPLES  29,039 
FINANCIALS - 0.0%   
Consumer Finance - 0.0%   
Oportun Finance Corp. Series H (c) 3,552,125 8,845 
HEALTH CARE - 0.2%   
Biotechnology - 0.1%   
AC Immune SA Series E (c) 603,000 4,314 
Editas Medicine, Inc. Series B (c) 276,353 3,979 
Gensight Biologics Series B (c) 423,803 2,110 
Immunocore Ltd. Series A (c) 11,275 1,577 
Intellia Therapeutics, Inc. Series B (c) 634,094 3,329 
Pronutria Biosciences, Inc. Series C (c) 545,634 3,906 
  19,215 
Health Care Providers & Services - 0.1%   
Mulberry Health, Inc. Series A8 (c) 2,728,716 18,432 
Pharmaceuticals - 0.0%   
Corvus Pharmaceuticals, Inc. Series B (c) 338,682 4,745 
TOTAL HEALTH CARE  42,392 
INDUSTRIALS - 0.1%   
Aerospace & Defense - 0.1%   
Space Exploration Technologies Corp. Series G (c) 97,277 8,658 
Airlines - 0.0%   
Azul-Linhas Aereas Brasileiras Series B (a)(c) 165,571 6,209 
Professional Services - 0.0%   
YourPeople, Inc. Series C (c) 692,196 4,783 
TOTAL INDUSTRIALS  19,650 
INFORMATION TECHNOLOGY - 1.8%   
Internet Software & Services - 1.4%   
Jet.Com, Inc. Series B1 (c) 2,928,086 14,605 
Uber Technologies, Inc.:   
Series D, 8.00% (a)(c) 5,156,948 251,516 
Series E, 8.00% (a)(c) 102,648 5,006 
  271,127 
IT Services - 0.1%   
AppNexus, Inc. Series E (a)(c) 646,522 10,351 
Nutanix, Inc. Series E (a)(c) 482,746 5,986 
  16,337 
Software - 0.3%   
Appirio, Inc. Series E (c) 612,702 2,598 
Bracket Computing, Inc. Series C (c) 1,207,761 9,500 
Cloudera, Inc. Series F (a)(c) 186,078 6,109 
Cloudflare, Inc. Series D (a)(c) 696,025 3,404 
Dataminr, Inc. Series D (c) 277,250 2,201 
Delphix Corp. Series D (c) 675,445 3,377 
Malwarebytes Corp. Series B (c) 1,056,193 10,958 
Snapchat, Inc. Series F (c) 661,195 17,026 
Taboola.Com Ltd. Series E (a)(c) 634,902 5,155 
  60,328 
TOTAL INFORMATION TECHNOLOGY  347,792 
TOTAL CONVERTIBLE PREFERRED STOCKS  467,291 
Nonconvertible Preferred Stocks - 0.1%   
CONSUMER DISCRETIONARY - 0.1%   
Internet & Catalog Retail - 0.1%   
China Internet Plus Holdings Ltd. (c) 3,163,704 12,214 
TOTAL PREFERRED STOCKS   
(Cost $331,652)  479,505 
Money Market Funds - 2.0%   
Fidelity Cash Central Fund, 0.38% (g) 11,683,561 11,684 
Fidelity Securities Lending Cash Central Fund, 0.42% (g)(h) 374,522,697 374,523 
TOTAL MONEY MARKET FUNDS   
(Cost $386,207)  386,207 
TOTAL INVESTMENT PORTFOLIO - 102.0%   
(Cost $14,745,118)  19,613,727 
NET OTHER ASSETS (LIABILITIES) - (2.0)%  (384,585) 
NET ASSETS - 100%  $19,229,142 

Values shown as $0 may reflect amounts less than $500.

Legend

 (a) Non-income producing

 (b) Security or a portion of the security is on loan at period end.

 (c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $529,490,000 or 2.8% of net assets.

 (d) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is wholly-owned by the Fund.

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,453,000 or 0.0% of net assets.

 (f) Affiliated company

 (g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (h) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
AC Immune SA Series E 10/19/15 $5,811 
Appirio, Inc. 2/12/15 $625 
Appirio, Inc. Series E 2/12/15 $4,375 
AppNexus, Inc. Series E 8/1/14 $12,951 
Azul-Linhas Aereas Brasileiras Series B 12/24/13 $7,023 
Azul-Linhas Aereas Brasileiras warrants 12/24/13 $0 
Blue Apron, Inc. Series D 5/18/15 $10,400 
BLUE BOTTLE Coffee, Inc. Series C 5/29/15 $21,086 
Bracket Computing, Inc. Series C 9/9/15 $9,500 
China Internet Plus Holdings Ltd. 1/26/15 $10,000 
Cloudera, Inc. Series F 2/5/14 $2,709 
Cloudflare, Inc. Series D 11/5/14 - 6/24/15 $4,349 
Corvus Pharmaceuticals, Inc. Series B 9/16/15 $4,745 
Dataminr, Inc. Series D 3/6/15 $3,535 
Delphix Corp. Series D 7/10/15 $6,079 
Dropbox, Inc. 5/2/12 $9,084 
Editas Medicine, Inc. Series B 8/4/15 $3,233 
Gensight Biologics Series B 7/2/15 $3,266 
Immunocore Ltd. Series A 7/27/15 $2,122 
Intellia Therapeutics, Inc. Series B 8/20/15 $3,329 
Jet.Com, Inc. Series B1 11/24/15 $14,605 
Malwarebytes Corp. Series B 12/21/15 $10,958 
Mulberry Health, Inc. Series A8 1/20/16 $18,432 
NJOY, Inc. 6/7/13 - 2/14/14 $16,957 
Nutanix, Inc. Series E 8/26/14 $6,467 
Oportun Finance Corp. Series H 2/6/15 $10,114 
PAX Labs, Inc. Series C 5/22/15 $9,840 
Pronutria Biosciences, Inc. Series C 1/30/15 $5,500 
Snapchat, Inc. Series F 3/25/15 $20,312 
Space Exploration Technologies Corp. Class A 10/16/15 $14,267 
Space Exploration Technologies Corp. Series G 1/20/15 $7,535 
Taboola.Com Ltd. Series E 12/22/14 $6,619 
The Honest Co., Inc. 8/21/14 $4,062 
The Honest Co., Inc. Series C 8/21/14 $9,479 
The Honest Co., Inc. Series D 8/3/15 $3,544 
Tory Burch LLC unit 5/14/15 $20,890 
Uber Technologies, Inc. Series D, 8.00% 6/6/14 $80,000 
Uber Technologies, Inc. Series E, 8.00% 12/5/14 $3,420 
YourPeople, Inc. Series C 5/1/15 $10,314 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $33 
Fidelity Securities Lending Cash Central Fund 7,700 
Total $7,733 

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands) Value, beginning of period Purchases Sales Proceeds* Dividend Income Value, end of period 
Nu Skin Enterprises, Inc. Class A $134,517 $16,005 $38,070 $2,678 $-- 
Parsvnath Developers Ltd. 6,516 -- -- -- 6,148 
Total $141,033 $16,005 $38,070 $2,678 $6,148 

 * Includes the value of securities delivered through in-kind transactions, if applicable.


Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $5,059,841 $4,743,665 $261,128 $55,048 
Consumer Staples 2,072,029 1,981,408 61,582 29,039 
Energy 239,510 239,510 -- -- 
Financials 490,686 454,589 27,252 8,845 
Health Care 3,103,859 3,023,637 37,830 42,392 
Industrials 932,742 869,780 29,045 33,917 
Information Technology 7,193,612 6,742,357 91,006 360,249 
Materials 109,039 106,228 2,811 -- 
Telecommunication Services 26,202 -- 26,202 -- 
Money Market Funds 386,207 386,207 -- -- 
Total Investments in Securities: $19,613,727 $18,547,381 $536,856 $529,490 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $290,982 
Level 2 to Level 1 $0 

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)     
Investments in Securities:  
Equities - Information Technology  
Beginning Balance $298,720 
Net Realized Gain (Loss) on Investment Securities -- 
Net Unrealized Gain (Loss) on Investment Securities 26,466 
Cost of Purchases 35,063 
Proceeds of Sales -- 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $360,249 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $26,466 
Equities - Other Investments in Securities  
Beginning Balance $161,801 
Net Realized Gain (Loss) on Investment Securities (3,712) 
Net Unrealized Gain (Loss) on Investment Securities (24,841) 
Cost of Purchases 70,926 
Proceeds of Sales (34,933) 
Amortization/Accretion -- 
Transfers into Level 3 -- 
Transfers out of Level 3 -- 
Ending Balance $169,241 
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2016 $(26,661) 

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 87.8% 
Ireland 2.5% 
Cayman Islands 2.0% 
Netherlands 1.6% 
Singapore 1.5% 
Others (Individually Less Than 1%) 4.6% 
 100.0% 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $373,149) — See accompanying schedule:
Unaffiliated issuers (cost $14,328,060) 
$19,221,372  
Fidelity Central Funds (cost $386,207) 386,207  
Other affiliated issuers (cost $30,851) 6,148  
Total Investments (cost $14,745,118)  $19,613,727 
Cash  643 
Foreign currency held at value (cost $1,938)  1,940 
Receivable for investments sold  144,610 
Receivable for fund shares sold  30,282 
Dividends receivable  6,247 
Distributions receivable from Fidelity Central Funds  1,532 
Prepaid expenses  35 
Other receivables  887 
Total assets  19,799,903 
Liabilities   
Payable for investments purchased $162,758  
Payable for fund shares redeemed 19,598  
Accrued management fee 10,570  
Other affiliated payables 2,455  
Other payables and accrued expenses 857  
Collateral on securities loaned, at value 374,523  
Total liabilities  570,761 
Net Assets  $19,229,142 
Net Assets consist of:   
Paid in capital  $14,378,109 
Undistributed net investment income  3,899 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (21,478) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  4,868,612 
Net Assets  $19,229,142 
Blue Chip Growth:   
Net Asset Value, offering price and redemption price per share ($14,218,071 ÷ 224,760 shares)  $63.26 
Class K:   
Net Asset Value, offering price and redemption price per share ($5,011,071 ÷ 79,093 shares)  $63.36 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 
Investment Income   
Dividends (including $2,678 earned from other affiliated issuers)  $85,017 
Income from Fidelity Central Funds (including $7,700 from security lending)  7,733 
Total income  92,750 
Expenses   
Management fee   
Basic fee $55,737  
Performance adjustment 16,955  
Transfer agent fees 13,596  
Accounting and security lending fees 907  
Custodian fees and expenses 197  
Independent trustees' compensation 46  
Registration fees 248  
Audit 76  
Legal 38  
Interest  
Miscellaneous 59  
Total expenses before reductions 87,864  
Expense reductions (338) 87,526 
Net investment income (loss)  5,224 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 129,515  
Other affiliated issuers (26,101)  
Foreign currency transactions (304)  
Total net realized gain (loss)  103,110 
Change in net unrealized appreciation (depreciation) on:
Investment securities (net of decrease in deferred foreign taxes of $1,459) 
(2,563,680)  
Total change in net unrealized appreciation (depreciation)  (2,563,680) 
Net gain (loss)  (2,460,570) 
Net increase (decrease) in net assets resulting from operations  $(2,455,346) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $5,224 $20,601 
Net realized gain (loss) 103,110 1,230,303 
Change in net unrealized appreciation (depreciation) (2,563,680) 2,175,419 
Net increase (decrease) in net assets resulting from operations (2,455,346) 3,426,323 
Distributions to shareholders from net investment income (10,672) (27,789) 
Distributions to shareholders from net realized gain (1,033,010) (1,011,245) 
Total distributions (1,043,682) (1,039,034) 
Share transactions - net increase (decrease) 1,483,954 2,274,956 
Total increase (decrease) in net assets (2,015,074) 4,662,245 
Net Assets   
Beginning of period 21,244,216 16,581,971 
End of period (including undistributed net investment income of $3,899 and undistributed net investment income of $9,347, respectively) $19,229,142 $21,244,216 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Blue Chip Growth Fund

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $75.25 $66.72 $59.65 $47.38 $48.17 $37.63 
Income from Investment Operations       
Net investment income (loss)A .01 .05 .15 .39 .10 (.03) 
Net realized and unrealized gain (loss) (8.34) 12.56 11.63 12.79 .75 10.61 
Total from investment operations (8.33) 12.61 11.78 13.18 .85 10.58 
Distributions from net investment income (.03) (.09) (.24) (.23) (.04) B,C 
Distributions from net realized gain (3.63) (3.99) (4.47) (.68) (1.60) (.04)B 
Total distributions (3.66) (4.08) (4.71) (.91) (1.64) (.04) 
Net asset value, end of period $63.26 $75.25 $66.72 $59.65 $47.38 $48.17 
Total ReturnD,E (11.37)% 19.72% 21.07% 28.25% 2.27% 28.12% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .90%H .89% .80% .76% .90% .94% 
Expenses net of fee waivers, if any .90%H .89% .80% .76% .90% .94% 
Expenses net of all reductions .89%H .88% .80% .74% .89% .92% 
Net investment income (loss) .02%H .07% .23% .75% .21% (.06)% 
Supplemental Data       
Net assets, end of period (in millions) $14,218 $15,346 $11,970 $12,927 $10,595 $12,024 
Portfolio turnover rateI 51%H,J 51%J 57%J 75% 95% 132% 

 A Calculated based on average shares outstanding during the period.

 B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 C Amount represents less than $.005 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 J Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Blue Chip Growth Fund Class K

 Six months ended Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $75.36 $66.82 $59.74 $47.46 $48.21 $37.66 
Income from Investment Operations       
Net investment income (loss)A .05 .13 .23 .47 .17 .05 
Net realized and unrealized gain (loss) (8.35) 12.57 11.64 12.79 .75 10.62 
Total from investment operations (8.30) 12.70 11.87 13.26 .92 10.67 
Distributions from net investment income (.07) (.17) (.33) (.30) (.08) (.05)B 
Distributions from net realized gain (3.63) (3.99) (4.47) (.68) (1.60) (.07)B 
Total distributions (3.70) (4.16) (4.79)C (.98) (1.67)D (.12) 
Net asset value, end of period $63.36 $75.36 $66.82 $59.74 $47.46 $48.21 
Total ReturnE,F (11.31)% 19.84% 21.23% 28.42% 2.43% 28.37% 
Ratios to Average Net AssetsG,H       
Expenses before reductions .78%I .78% .68% .61% .74% .77% 
Expenses net of fee waivers, if any .78%I .77% .68% .61% .74% .77% 
Expenses net of all reductions .77%I .77% .67% .60% .73% .76% 
Net investment income (loss) .14%I .19% .36% .89% .37% .11% 
Supplemental Data       
Net assets, end of period (in millions) $5,011 $5,898 $4,612 $3,506 $2,467 $1,455 
Portfolio turnover rateJ 51%I,K 51%K 57%K 75% 95% 132% 

 A Calculated based on average shares outstanding during the period.

 B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

 C Total distributions of $4.79 per share is comprised of distributions from net investment income of $.325 and distributions from net realized gain of $4.466 per share.

 D Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share.

 E Total returns for periods of less than one year are not annualized.

 F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

 J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 K Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Blue Chip Growth and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy. Equity securities, including restricted securities, for which observable inputs are not available are valued using alternate valuation approaches, including the market approach and the income approach and are categorized as Level 3 in the hierarchy. The market approach generally consists of using comparable market transactions while the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type Fair Value at 01/31/16 Valuation Technique(s) Unobservable Input Amount or Range/Weighted Average Impact to Valuation from an Increase in Input(a) 
Equities $ 529,490 Discount cash flow Growth rate 2.5% Increase 
   Weighted average cost of capital 11.5% Decrease 
  Last transaction price Transaction price $0.00 - $140.00 / $43.20 Increase 
   Discount rate 15.0% Decrease 
   Put premium 38.0% Increase 
  Market comparable EV/EBITDA multiple 8.2 Increase 
   EV/Sales multiple 1.2 - 11.1 / 5.1 Increase 
   Discount rate 3.0% - 30.0% / 12.8% Decrease 
   P/E multiple 12.1 - 12.7 / 12.6 Increase 
   Discount for lack of marketability 10.0% - 25.0% / 15.9% Decrease 
   Premium rate 1.0% - 86.4% / 40.4% Increase 
   EV/GP multiple 4.2 Increase 
   Probability rate 90.0% - 100.0% / 95.0% Increase 
  Proposed transaction price Transaction price $8.00 Increase 
   Discount rate 10.0% Decrease 
   Index movement 30.2% Increase 
  Proxy adjustment Proxy movement 25.8% - 29.9% / 27.7% Increase 

 (a) Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or lower fair value measurements.


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), redemptions in kind, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $6,078,270 
Gross unrealized depreciation (1,312,022) 
Net unrealized appreciation (depreciation) on securities $4,766,248 
Tax cost $14,847,479 

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $5,876,876 and $5,221,442, respectively.

Redemptions In-Kind. During the period, 2,731 shares of the Fund held by unaffiliated entities were redeemed in-kind for cash and investments with a value of $184,152. The net realized gain of $89,282 on investments delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of +/- .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to its benchmark index, the Russell 1000 Growth Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .72% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Blue Chip Growth $12,319 .17 
Class K 1,277 .05 
 $ 13,596  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $89 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $35,619 .55% $5 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $14 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $24,265. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $955 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $262 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $75.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Blue Chip Growth $5,376 $15,581 
Class K 5,296 12,208 
Total $10,672 $27,789 
From net realized gain   
Blue Chip Growth $753,870 $722,639 
Class K 279,140 288,606 
Total $1,033,010 $1,011,245 

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Blue Chip Growth     
Shares sold 29,784 45,258 $2,028,783 $3,161,935 
Reinvestment of distributions 10,852 10,699 732,286 715,067 
Shares redeemed (19,806) (31,433) (1,336,794) (2,196,025) 
Net increase (decrease) 20,830 24,524 $1,424,275 $1,680,977 
Class K     
Shares sold 9,577 26,108 $652,724 $1,808,830 
Reinvestment of distributions 4,210 4,497 284,436 300,814 
Shares redeemed (12,959)(a) (21,373)(b) (877,481)(a) (1,515,665)(b) 
Net increase (decrease) 828 9,232 $59,679 $593,979 

 (a) Amount includes in-kind redemptions (See Note 4: Redemptions In-Kind).

 (b) Amount includes in-kind redemptions.


11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity® Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of January 31, 2016, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period ended July 31, 2015. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity® Blue Chip Growth Fund as of January 31, 2016, the results of its operations for the six months then ended, the changes in its net assets for the six months ended January 31, 2016 and for the year ended July 31, 2015, and the financial highlights for the six months ended January 31, 2016 and for each of the five years in the period then ended July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 17, 2016

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Blue Chip Growth .90%    
Actual  $1,000.00 $886.30 $4.27 
Hypothetical-C  $1,000.00 $1,020.61 $4.57 
Class K .78%    
Actual  $1,000.00 $886.90 $3.70 
Hypothetical-C  $1,000.00 $1,021.22 $3.96 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

BCF-SANN-0316
1.700126.119


Fidelity® Growth & Income Portfolio
Class K



Semi-Annual Report

January 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 FMR LLC. All rights reserved.



This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
JPMorgan Chase & Co. 4.0 4.4 
Microsoft Corp.(a) 3.6 2.9 
General Electric Co.(a) 3.5 3.3 
Apple, Inc. 2.9 3.5 
Bank of America Corp. 2.8 2.7 
Procter & Gamble Co. 2.5 2.0 
Chevron Corp. 2.3 1.8 
Johnson & Johnson 2.3 1.8 
Citigroup, Inc. 2.3 2.8 
Target Corp.(a) 2.0 2.2 
 28.2  

 (a) Security or a portion of the security is pledged as collateral for call options written.


Top Five Market Sectors as of January 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 21.2 21.8 
Financials 21.0 22.9 
Industrials 12.8 12.7 
Health Care 12.6 10.8 
Energy 10.1 8.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2016*,** 
   Stocks 98.8% 
   Convertible Securities 1.2% 


 * Foreign investments - 12.0%

 ** Written options - (0.0)%


As of July 31, 2015*,** 
   Stocks 98.8% 
   Convertible Securities 1.0% 
   Other Investments 0.1% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 11.9%

 ** Written options - (0.0)%


Percentages shown as 0.0% may reflect amounts less than 0.05%. 

Investments January 31, 2016 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.8%   
 Shares Value (000s) 
CONSUMER DISCRETIONARY - 9.1%   
Automobiles - 0.1%   
General Motors Co. 106,900 $3,169 
Harley-Davidson, Inc. 95,600 3,824 
  6,993 
Diversified Consumer Services - 0.2%   
ServiceMaster Global Holdings, Inc. (a) 288,900 12,194 
Hotels, Restaurants & Leisure - 0.9%   
Cedar Fair LP (depositary unit) 6,000 325 
Dunkin' Brands Group, Inc. 187,000 7,360 
Las Vegas Sands Corp. 289,000 13,034 
Yum! Brands, Inc. 453,944 32,852 
  53,571 
Household Durables - 0.1%   
Tupperware Brands Corp. 178,500 8,288 
Leisure Products - 0.2%   
Mattel, Inc. 201,900 5,570 
NJOY, Inc. (a)(b) 671,365 86 
Polaris Industries, Inc. 69,900 5,161 
  10,817 
Media - 4.5%   
Comcast Corp. Class A 1,821,000 101,448 
Scripps Networks Interactive, Inc. Class A 583,889 35,600 
Sinclair Broadcast Group, Inc. Class A 385,061 12,707 
Time Warner, Inc. 1,075,017 75,724 
Viacom, Inc. Class B (non-vtg.) 792,300 36,161 
  261,640 
Multiline Retail - 2.0%   
Dillard's, Inc. Class A 19,100 1,345 
Target Corp. (c) 1,577,275 114,226 
  115,571 
Specialty Retail - 1.1%   
Lowe's Companies, Inc. (c) 875,979 62,773 
TOTAL CONSUMER DISCRETIONARY  531,847 
CONSUMER STAPLES - 8.4%   
Beverages - 2.9%   
Britvic PLC 175,700 1,814 
Diageo PLC 1,118,799 30,120 
PepsiCo, Inc. 301,614 29,950 
The Coca-Cola Co. 2,579,603 110,717 
  172,601 
Food & Staples Retailing - 1.0%   
CVS Health Corp. 410,704 39,670 
Walgreens Boots Alliance, Inc. 249,684 19,905 
  59,575 
Food Products - 0.2%   
Mead Johnson Nutrition Co. Class A 118,700 8,605 
Household Products - 2.5%   
Procter & Gamble Co. 1,806,815 147,599 
Personal Products - 0.1%   
Edgewell Personal Care Co. (a) 47,800 3,538 
Estee Lauder Companies, Inc. Class A 7,200 614 
  4,152 
Tobacco - 1.7%   
British American Tobacco PLC sponsored ADR 291,023 32,306 
Imperial Tobacco Group PLC 177,740 9,624 
Philip Morris International, Inc. 673,171 60,592 
  102,522 
TOTAL CONSUMER STAPLES  495,054 
ENERGY - 10.0%   
Energy Equipment & Services - 1.2%   
Baker Hughes, Inc. 255,800 11,130 
Helmerich & Payne, Inc. 126,400 6,421 
National Oilwell Varco, Inc. 396,800 12,912 
Oceaneering International, Inc. 654,000 22,138 
Schlumberger Ltd. 265,732 19,204 
  71,805 
Oil, Gas & Consumable Fuels - 8.8%   
Apache Corp. 1,177,968 50,111 
Cabot Oil & Gas Corp. 110,700 2,297 
Cenovus Energy, Inc. 1,031,400 12,708 
Chevron Corp. 1,588,696 137,375 
ConocoPhillips Co. 731,800 28,599 
Energy Transfer Equity LP 554,600 4,814 
EQT Midstream Partners LP 91,802 6,249 
Golar LNG Ltd. 559,200 10,412 
Imperial Oil Ltd. 1,448,300 44,403 
Kinder Morgan, Inc. 1,690,100 27,802 
Legacy Reserves LP 1,050,368 1,376 
MPLX LP 496,947 15,291 
PrairieSky Royalty Ltd. (d) 690,973 9,835 
Suncor Energy, Inc. 3,305,750 78,296 
The Williams Companies, Inc. 2,144,272 41,384 
Williams Partners LP 2,064,285 45,456 
  516,408 
TOTAL ENERGY  588,213 
FINANCIALS - 21.0%   
Banks - 14.1%   
Bank of America Corp. 11,439,956 161,761 
Citigroup, Inc. 3,169,630 134,963 
Comerica, Inc. 601,200 20,621 
Commerce Bancshares, Inc. 180,415 7,420 
Fifth Third Bancorp 471,500 7,450 
JPMorgan Chase & Co. 3,920,192 233,248 
Lloyds Banking Group PLC 2,027,500 1,899 
M&T Bank Corp. 222,300 24,493 
PNC Financial Services Group, Inc. 372,354 32,264 
Regions Financial Corp. 3,778,700 30,683 
Standard Chartered PLC (United Kingdom) 1,791,655 12,087 
SunTrust Banks, Inc. 1,632,066 59,701 
U.S. Bancorp 1,850,773 74,142 
Wells Fargo & Co. 611,141 30,698 
  831,430 
Capital Markets - 5.1%   
Apollo Global Management LLC Class A 482,300 6,550 
Ashmore Group PLC (d) 787,300 2,476 
Charles Schwab Corp. 1,320,743 33,719 
Franklin Resources, Inc. 226,700 7,857 
Invesco Ltd. 524,900 15,710 
KKR & Co. LP 2,392,343 32,608 
Morgan Stanley 1,478,197 38,256 
Northern Trust Corp. 796,264 49,432 
Oaktree Capital Group LLC Class A 258,700 11,321 
PJT Partners, Inc. (a) 954 25 
State Street Corp. 1,508,427 84,065 
T. Rowe Price Group, Inc. 7,300 518 
The Blackstone Group LP 657,500 17,273 
  299,810 
Diversified Financial Services - 0.2%   
McGraw Hill Financial, Inc. 131,200 11,155 
Insurance - 1.0%   
Chubb Ltd. 39,200 4,432 
Marsh & McLennan Companies, Inc. 369,846 19,724 
MetLife, Inc. 435,140 19,429 
Principal Financial Group, Inc. 371,400 14,113 
Willis Group Holdings PLC 15,400 1,763 
  59,461 
Real Estate Investment Trusts - 0.4%   
American Tower Corp. 84,700 7,991 
Crown Castle International Corp. 84,900 7,318 
First Potomac Realty Trust 57,018 558 
Sabra Health Care REIT, Inc. 223,000 4,094 
  19,961 
Thrifts & Mortgage Finance - 0.2%   
Radian Group, Inc. 1,052,168 10,585 
TOTAL FINANCIALS  1,232,402 
HEALTH CARE - 11.8%   
Biotechnology - 1.9%   
AbbVie, Inc. 580,500 31,869 
Amgen, Inc. (c) 266,403 40,688 
Biogen, Inc. (a) 113,800 31,074 
Celgene Corp. (a) 52,600 5,277 
Intercept Pharmaceuticals, Inc. (a) 39,826 4,231 
  113,139 
Health Care Equipment & Supplies - 2.1%   
Abbott Laboratories 673,804 25,503 
Ansell Ltd. 396,877 5,704 
Medtronic PLC 868,230 65,916 
Zimmer Biomet Holdings, Inc. 281,910 27,982 
  125,105 
Health Care Providers & Services - 1.1%   
McKesson Corp. 311,787 50,191 
Patterson Companies, Inc. 296,870 12,605 
  62,796 
Life Sciences Tools & Services - 0.2%   
Agilent Technologies, Inc. 381,200 14,352 
Pharmaceuticals - 6.5%   
Astellas Pharma, Inc. 453,600 6,281 
Bristol-Myers Squibb Co. 190,900 11,866 
GlaxoSmithKline PLC sponsored ADR 2,375,122 98,069 
Innoviva, Inc. 289,100 2,897 
Johnson & Johnson 1,300,569 135,831 
Novartis AG sponsored ADR 6,744 526 
Sanofi SA 166,837 13,874 
Shire PLC sponsored ADR (d) 121,600 20,465 
Teva Pharmaceutical Industries Ltd. sponsored ADR 1,481,320 91,072 
  380,881 
TOTAL HEALTH CARE  696,273 
INDUSTRIALS - 12.7%   
Aerospace & Defense - 2.1%   
Meggitt PLC 330,468 1,719 
Rolls-Royce Group PLC 1,095,600 8,715 
The Boeing Co. 590,989 70,996 
United Technologies Corp. 465,282 40,801 
  122,231 
Air Freight & Logistics - 2.1%   
C.H. Robinson Worldwide, Inc. 341,500 22,119 
PostNL NV (a) 4,588,400 16,698 
United Parcel Service, Inc. Class B 892,004 83,135 
  121,952 
Airlines - 0.2%   
Copa Holdings SA Class A 265,854 12,522 
Building Products - 0.2%   
Lennox International, Inc. 80,700 9,669 
Commercial Services & Supplies - 0.3%   
ADT Corp. (d) 661,510 19,567 
Electrical Equipment - 0.9%   
Eaton Corp. PLC 238,000 12,021 
Emerson Electric Co. 560,200 25,758 
Hubbell, Inc. Class B 196,639 17,782 
  55,561 
Industrial Conglomerates - 3.5%   
General Electric Co. (c) 7,176,480 208,836 
Machinery - 0.7%   
CLARCOR, Inc. 25,400 1,190 
Cummins, Inc. 22,500 2,023 
Deere & Co. (d) 192,900 14,855 
Donaldson Co., Inc. 311,900 8,789 
IMI PLC 206,300 2,382 
Pentair PLC 43,800 2,064 
Wabtec Corp. 46,100 2,948 
Xylem, Inc. 157,600 5,666 
  39,917 
Professional Services - 0.1%   
Nielsen Holdings PLC 110,400 5,317 
Road & Rail - 2.1%   
CSX Corp. 1,854,620 42,693 
J.B. Hunt Transport Services, Inc. 528,040 38,389 
Kansas City Southern 244,500 17,330 
Norfolk Southern Corp. 210,899 14,868 
Union Pacific Corp. 131,000 9,432 
  122,712 
Trading Companies & Distributors - 0.5%   
MSC Industrial Direct Co., Inc. Class A 67,100 4,349 
W.W. Grainger, Inc. (d) 18,100 3,560 
Watsco, Inc. 190,392 22,125 
  30,034 
TOTAL INDUSTRIALS  748,318 
INFORMATION TECHNOLOGY - 21.0%   
Communications Equipment - 3.2%   
Cisco Systems, Inc. (c) 3,284,352 78,135 
Qualcomm, Inc. 2,415,446 109,516 
  187,651 
Internet Software & Services - 3.5%   
Alphabet, Inc.:   
Class A 144,007 109,640 
Class C 123,346 91,640 
Yahoo!, Inc. (a) 245,195 7,236 
  208,516 
IT Services - 5.3%   
First Data Corp. 1,631,010 20,716 
First Data Corp. Class A (a) 80,900 1,082 
IBM Corp. 460,204 57,429 
MasterCard, Inc. Class A (c) 682,700 60,781 
Paychex, Inc. 1,486,052 71,122 
Unisys Corp. (a) 973,600 9,561 
Visa, Inc. Class A 1,191,384 88,746 
  309,437 
Semiconductors & Semiconductor Equipment - 0.5%   
Marvell Technology Group Ltd. 292,300 2,587 
Maxim Integrated Products, Inc. 552,000 18,437 
Xilinx, Inc. 164,300 8,259 
  29,283 
Software - 4.3%   
Microsoft Corp. (c) 3,792,999 208,956 
Oracle Corp. 1,123,353 40,789 
  249,745 
Technology Hardware, Storage & Peripherals - 4.2%   
Apple, Inc. 1,784,494 173,703 
EMC Corp. 2,598,100 64,355 
HP, Inc. 59,800 581 
Western Digital Corp. 208,700 10,013 
  248,652 
TOTAL INFORMATION TECHNOLOGY  1,233,284 
MATERIALS - 3.1%   
Chemicals - 2.7%   
CF Industries Holdings, Inc. 362,400 10,872 
E.I. du Pont de Nemours & Co. 322,146 16,996 
LyondellBasell Industries NV Class A 186,300 14,526 
Monsanto Co. 749,415 67,897 
Potash Corp. of Saskatchewan, Inc. 1,266,200 20,644 
Syngenta AG (Switzerland) 79,559 29,295 
  160,230 
Containers & Packaging - 0.4%   
Ball Corp. 65,300 4,364 
International Paper Co. 27,400 937 
Packaging Corp. of America 114,400 5,815 
WestRock Co. 357,700 12,620 
  23,736 
TOTAL MATERIALS  183,966 
TELECOMMUNICATION SERVICES - 1.1%   
Diversified Telecommunication Services - 1.1%   
Verizon Communications, Inc. (c) 1,243,374 62,131 
UTILITIES - 0.6%   
Electric Utilities - 0.6%   
Exelon Corp. 1,056,600 31,244 
PPL Corp. 77,500 2,717 
  33,961 
Multi-Utilities - 0.0%   
Sempra Energy 33,600 3,184 
TOTAL UTILITIES  37,145 
TOTAL COMMON STOCKS   
(Cost $5,739,188)  5,808,633 
Preferred Stocks - 0.9%   
Convertible Preferred Stocks - 0.9%   
HEALTH CARE - 0.8%   
Health Care Equipment & Supplies - 0.8%   
Alere, Inc. 3.00% (a) 182,843 47,027 
INDUSTRIALS - 0.1%   
Commercial Services & Supplies - 0.1%   
Stericycle, Inc. 2.25% (a) 83,400 7,586 
TOTAL CONVERTIBLE PREFERRED STOCKS  54,613 
Nonconvertible Preferred Stocks - 0.0%   
INDUSTRIALS - 0.0%   
Aerospace & Defense - 0.0%   
Rolls-Royce Group PLC (C Shares) (a) 32,482,080 46 
TOTAL PREFERRED STOCKS   
(Cost $53,077)  54,659 
 Principal Amount (000s) Value (000s) 
Convertible Bonds - 0.3%   
CONSUMER DISCRETIONARY - 0.0%   
Automobiles - 0.0%   
Tesla Motors, Inc. 1.25% 3/1/21 3,470 2,789 
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Amyris, Inc.:   
5% 10/15/18 (b) 3,094 2,655 
9.5% 4/15/19 (e) 5,075 4,304 
Peabody Energy Corp. 4.75% 12/15/41 7,660 230 
  7,189 
INFORMATION TECHNOLOGY - 0.2%   
Internet Software & Services - 0.2%   
Twitter, Inc. 0.25% 9/15/19 10,230 8,747 
TOTAL CONVERTIBLE BONDS   
(Cost $26,246)  18,725 
 Shares Value (000s) 
Money Market Funds - 0.9%   
Fidelity Securities Lending Cash Central Fund, 0.42% (f)(g)   
(Cost $52,906) 52,906,401 52,906 
TOTAL INVESTMENT PORTFOLIO - 100.9%   
(Cost $5,871,417)  5,934,923 
NET OTHER ASSETS (LIABILITIES) - (0.9)%  (53,661) 
NET ASSETS - 100%  $5,881,262 

Written Options     
 Expiration Date/Exercise Price Number of Contracts Premium (000s) Value (000s) 
Call Options     
Amgen, Inc. 2/19/16 - $165.00 675 $116 $(21) 
Cisco Systems, Inc. 3/18/16 - $29.00 3,868 159 (4) 
General Electric Co. 3/18/16 - $33.00 11,857 250 (24) 
Lowe's Companies, Inc. 4/15/16 - $85.00 8,498 723 (72) 
MasterCard, Inc. Class A 2/19/16 - $100.00 1,733 80 (9) 
Microsoft Corp. 3/18/16 - $60.00 5,823 473 (131) 
Target Corp. 2/19/16 - $77.50 2,402 180 (12) 
Verizon Communications, Inc. 3/18/16 - $48.00 2,296 108 (576) 
TOTAL WRITTEN OPTIONS   $2,089 $(849) 

Legend

 (a) Non-income producing

 (b) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,741,000 or 0.0% of net assets.

 (c) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $191,288,000.

 (d) Security or a portion of the security is on loan at period end.

 (e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,304,000 or 0.1% of net assets.

 (f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

 (g) Investment made with cash collateral received from securities on loan.


Additional information on each restricted holding is as follows:

Security Acquisition Date Acquisition Cost (000s) 
Amyris, Inc. 5% 10/15/18 10/16/13 - 10/15/15 $3,094 
NJOY, Inc. 2/14/14 $1,164 

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund Income earned 
 (Amounts in thousands) 
Fidelity Cash Central Fund $5 
Fidelity Securities Lending Cash Central Fund 283 
Total $288 

Investment Valuation

The following is a summary of the inputs used, as of January 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
(Amounts in thousands)     
Investments in Securities:     
Equities:     
Consumer Discretionary $531,847 $531,761 $-- $86 
Consumer Staples 495,054 453,496 41,558 -- 
Energy 588,213 588,213 -- -- 
Financials 1,232,402 1,215,940 16,462 -- 
Health Care 743,300 717,441 25,859 -- 
Industrials 755,950 718,850 37,100 -- 
Information Technology 1,233,284 1,212,568 20,716 -- 
Materials 183,966 154,671 29,295 -- 
Telecommunication Services 62,131 62,131 -- -- 
Utilities 37,145 37,145 -- -- 
Corporate Bonds 18,725 -- 18,725 -- 
Money Market Funds 52,906 52,906 -- -- 
Total Investments in Securities: $5,934,923 $5,745,122 $189,715 $86 
Derivative Instruments:     
Liabilities     
Written Options $(849) $(849) $-- $-- 
Total Liabilities $(849) $(849) $-- $-- 
Total Derivative Instruments: $(849) $(849) $-- $-- 

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2016. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers Total (000s) 
Level 1 to Level 2 $119,518 
Level 2 to Level 1 $0 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value (000s) 
 Asset Liability 
Equity Risk   
Written Options(a) $0 $(849) 
Total Equity Risk $0 $(849) 
Total Value of Derivatives $0 $(849) 

 (a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.


Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America 88.0% 
United Kingdom 3.4% 
Canada 2.8% 
Israel 1.6% 
Ireland 1.3% 
Others (Individually Less Than 1%) 2.9% 
 100.0% 

See accompanying notes which are an integral part of the financial statements.


Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)  January 31, 2016 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $52,808) — See accompanying schedule:
Unaffiliated issuers (cost $5,818,511) 
$5,882,017  
Fidelity Central Funds (cost $52,906) 52,906  
Total Investments (cost $5,871,417)  $5,934,923 
Receivable for investments sold  36,912 
Receivable for fund shares sold  968 
Dividends receivable  8,127 
Interest receivable  256 
Distributions receivable from Fidelity Central Funds  68 
Prepaid expenses  13 
Other receivables  674 
Total assets  5,981,941 
Liabilities   
Payable to custodian bank $2,084  
Payable for investments purchased 37,211  
Payable for fund shares redeemed 3,790  
Accrued management fee 2,187  
Written options, at value (premium received $2,089) 849  
Other affiliated payables 926  
Other payables and accrued expenses 726  
Collateral on securities loaned, at value 52,906  
Total liabilities  100,679 
Net Assets  $5,881,262 
Net Assets consist of:   
Paid in capital  $8,273,423 
Distributions in excess of net investment income  (8,950) 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (2,447,891) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  64,680 
Net Assets  $5,881,262 
Growth and Income:   
Net Asset Value, offering price and redemption price per share ($5,139,689 ÷ 190,272 shares)  $27.01 
Class K:   
Net Asset Value, offering price and redemption price per share ($741,573 ÷ 27,477 shares)  $26.99 

See accompanying notes which are an integral part of the financial statements.


Statement of Operations

Amounts in thousands  Six months ended January 31, 2016 (Unaudited) 
Investment Income   
Dividends  $83,521 
Interest  668 
Income from Fidelity Central Funds  288 
Total income  84,477 
Expenses   
Management fee $14,673  
Transfer agent fees 5,088  
Accounting and security lending fees 577  
Custodian fees and expenses 84  
Independent trustees' compensation 15  
Registration fees 28  
Audit 45  
Legal 24  
Interest  
Miscellaneous 20  
Total expenses before reductions 20,561  
Expense reductions (68) 20,493 
Net investment income (loss)  63,984 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 231,502  
Foreign currency transactions (126)  
Written options 186  
Total net realized gain (loss)  231,562 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
(1,115,546)  
Assets and liabilities in foreign currencies (36)  
Written options 1,240  
Total change in net unrealized appreciation (depreciation)  (1,114,342) 
Net gain (loss)  (882,780) 
Net increase (decrease) in net assets resulting from operations  $(818,796) 

See accompanying notes which are an integral part of the financial statements.


Statement of Changes in Net Assets

Amounts in thousands Six months ended January 31, 2016 (Unaudited) Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $63,984 $140,160 
Net realized gain (loss) 231,562 743,260 
Change in net unrealized appreciation (depreciation) (1,114,342) (281,519) 
Net increase (decrease) in net assets resulting from operations (818,796) 601,901 
Distributions to shareholders from net investment income (72,212) (135,475) 
Distributions to shareholders from net realized gain (2,644) – 
Total distributions (74,856) (135,475) 
Share transactions - net increase (decrease) (649,281) (551,906) 
Total increase (decrease) in net assets (1,542,933) (85,480) 
Net Assets   
Beginning of period 7,424,195 7,509,675 
End of period (including distributions in excess of net investment income of $8,950 and distributions in excess of net investment income of $722, respectively) $5,881,262 $7,424,195 

See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Growth & Income Portfolio

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $30.85 $29.02 $25.66 $20.13 $18.58 $15.75 
Income from Investment Operations       
Net investment income (loss)A .28 .55 .51 .46 .36 .20 
Net realized and unrealized gain (loss) (3.79) 1.82B 3.35 5.54 1.55 2.82 
Total from investment operations (3.51) 2.37 3.86 6.00 1.91 3.02 
Distributions from net investment income (.32) (.54) (.50) (.44) (.35) (.19) 
Distributions from net realized gain (.01) – (.01) (.03) (.01) – 
Total distributions (.33) (.54) (.50)C (.47) (.36) (.19) 
Net asset value, end of period $27.01 $30.85 $29.02 $25.66 $20.13 $18.58 
Total ReturnD,E (11.41)% 8.23%B 15.16% 30.15% 10.45% 19.16% 
Ratios to Average Net AssetsF,G       
Expenses before reductions .64%H .64% .65% .68% .71% .72% 
Expenses net of fee waivers, if any .64%H .63% .65% .68% .71% .72% 
Expenses net of all reductions .64%H .63% .65% .67% .71% .71% 
Net investment income (loss) 1.94%H 1.83% 1.86% 2.04% 1.95% 1.09% 
Supplemental Data       
Net assets, end of period (in millions) $5,140 $6,563 $6,550 $6,060 $4,863 $5,052 
Portfolio turnover rateI 35%H 35% 41%J 49% 62% 129% 

 A Calculated based on average shares outstanding during the period.

 B Net realized and unrealized gain (loss) per share reflects proceeds from litigation which amounted to $.06 per share. Excluding these litigation proceeds, the total return would have been 8.03%.

 C Total distributions of $.50 per share is comprised of distributions from net investment income of $.495 and distributions from net realized gain of $.006 per share.

 D Total returns for periods of less than one year are not annualized.

 E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

 I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 J Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Financial Highlights — Fidelity Growth & Income Portfolio Class K

 Six months ended (Unaudited) Years ended July 31,     
January 31, 2016 2015 2014 2013 2012 2011 
Selected Per–Share Data       
Net asset value, beginning of period $30.82 $29.00 $25.64 $20.12 $18.57 $15.74 
Income from Investment Operations       
Net investment income (loss)A .30 .59 .54 .50 .40 .23 
Net realized and unrealized gain (loss) (3.78) 1.81B 3.36 5.52 1.54 2.82 
Total from investment operations (3.48) 2.40 3.90 6.02 1.94 3.05 
Distributions from net investment income (.34) (.58) (.53) (.47) (.38) (.22) 
Distributions from net realized gain (.01) – (.01) (.03) (.01) – 
Total distributions (.35) (.58) (.54) (.50) (.39) (.22) 
Net asset value, end of period $26.99 $30.82 $29.00 $25.64 $20.12 $18.57 
Total ReturnC,D (11.33)% 8.34%B 15.32% 30.28% 10.66% 19.40% 
Ratios to Average Net AssetsE,F       
Expenses before reductions .52%G .52% .52% .53% .54% .54% 
Expenses net of fee waivers, if any .52%G .52% .52% .53% .54% .54% 
Expenses net of all reductions .52%G .52% .52% .52% .54% .53% 
Net investment income (loss) 2.06%G 1.95% 1.99% 2.19% 2.13% 1.27% 
Supplemental Data       
Net assets, end of period (in millions) $742 $862 $960 $1,016 $752 $403 
Portfolio turnover rateH 35%G 35% 41%I 49% 62% 129% 

 A Calculated based on average shares outstanding during the period.

 B Net realized and unrealized gain (loss) per share reflects proceeds from litigation which amounted to $.06 per share. Excluding these litigation proceeds, the total return would have been 8.14%.

 C Total returns for periods of less than one year are not annualized.

 D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

 E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

 F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 G Annualized

 H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

 I Portfolio turnover rate excludes securities received or delivered in-kind.


See accompanying notes which are an integral part of the financial statements.


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2016
(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (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 Growth & Income, and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee). In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

  • Level 1 – quoted prices in active markets for identical investments
  • Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
  • Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of January 31, 2016, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, market discount, partnerships, deferred trustees compensation, certain conversion ratio adjustments, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation $783,648 
Gross unrealized depreciation (733,263) 
Net unrealized appreciation (depreciation) on securities $50,385 
Tax cost $5,884,538 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration  
2018 $(2,680,247) 

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including options. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.
 

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded options may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options."

During the period, the Fund recognized net realized gain (loss) of $186 and a change in net unrealized appreciation (depreciation) of $1,240 related to its investment in written options. This amount is included in the Statement of Operations.

The following is a summary of the Fund's written options activity:

 Number of Contracts Amount of Premiums 
Outstanding at beginning of period – $– 
Options Opened 41 2,275 
Options Exercised – – 
Options Closed – – 
Options Expired (4) (186) 
Outstanding at end of period 37 $2,089 

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,141,475 and $1,796,761, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .45% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Growth & Income, except for Class K. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 Amount % of
Class-Level Average
Net Assets(a) 
Growth and Income $4,901 .17 
Class K 187 .05 
 $5,088  

 (a) Annualized


Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $27 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $5,789 .40% $5 

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $71.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $283. During the period, there were no securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $5,281. The weighted average interest rate was .68%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $45 for the period.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $23.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended January 31, 2016 Year ended July 31, 2015 
From net investment income   
Growth and Income $62,788 $117,218 
Class K 9,424 18,257 
Total $72,212 $135,475 
From net realized gain   
Growth and Income $2,314 $– 
Class K 330 – 
Total $2,644 $– 

12. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2016 Year ended July 31, 2015 Six months ended January 31, 2016 Year ended July 31, 2015 
Growth and Income     
Shares sold 2,811 12,118 $80,462 $365,420 
Reinvestment of distributions 2,203 3,750 62,034 111,890 
Shares redeemed (27,486) (28,824) (777,051) (872,624) 
Net increase (decrease) (22,472) (12,956) $(634,555) $(395,314) 
Class K     
Shares sold 2,132 4,866 $60,021 $146,512 
Reinvestment of distributions 347 612 9,754 18,257 
Shares redeemed (2,955) (10,609) (84,501) (321,361) 
Net increase (decrease) (476) (5,131) $(14,726) $(156,592) 

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2015 to January 31, 2016).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2015 
Ending
Account Value
January 31, 2016 
Expenses Paid
During Period-B
August 1, 2015
to January 31, 2016 
Growth and Income .64%    
Actual  $1,000.00 $885.90 $3.03 
Hypothetical-C  $1,000.00 $1,021.92 $3.25 
Class K .52%    
Actual  $1,000.00 $886.70 $2.47 
Hypothetical-C  $1,000.00 $1,022.52 $2.64 

 A Annualized expense ratio reflects expenses net of applicable fee waivers.

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses






Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

GAI-K-SANN-0316
1.863233.107



Item 2.

Code of Ethics


Not applicable.

 

Item 3.

Audit Committee Financial Expert


Not applicable.


Item 4.

Principal Accountant Fees and Services


Not applicable.


Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Securities Funds Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Securities Funds (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 Trusts internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.



Item 12.

Exhibits


(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)


Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fidelity Securities Fund



By:

/s/Kenneth B. Robins


Kenneth B. Robins


President and Treasurer



Date:

March 25, 2016


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



By:

/s/Kenneth B. Robins


Kenneth B. Robins


President and Treasurer



Date:

March 25, 2016



By:

/s/Howard J. Galligan III


Howard J. Galligan III


Chief Financial Officer



Date:

March 25, 2016