Fidelity Commonwealth Trust N-CSR Certified annual shareholder report (management investment company)

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 811-2546

Fidelity Commonwealth Trust
(Exact name of registrant as specified in charter)

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	November 30
Date of reporting period:	November 30, 2006

Item 1. Reports to Stockholders

Fidelity®

Nasdaq Composite® Index

Fund

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

Nasdaq® and Nasdaq Composite® are trademarks of The Nasdaq Stock Market, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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

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

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

Annual Report

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

	Past 1 year	Life of fund A
Fidelity® Nasdaq Composite® Index Fund	9.42%	9.89%

^A From September 25, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite® Index Fund on September 25, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the NASDAQ Composite Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Jeffrey Adams, who oversees the Fidelity® Nasdaq Composite® Index Fund's investment management team as Head of Indexing for Geode Capital Management, LLC

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial Average^SM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance and the Standard & Poor's 500^SM Index gained 14.23%.

For the 12 months ending November 30, 2006, the fund gained 9.42%, compared with 9.67% for the NASDAQ Composite Index. On a sector basis, telecommunication services and materials stocks were the strongest performers, while health care gained the least amount of ground. No sector performed negatively during the past year. Many of the fund's top individual performers were in the technology sector, although that group lagged the index overall during the year. Shares of communications equipment maker Cisco Systems rose on robust profits and sales, thanks to strong customer demand for the company's networking gear. Apple Computer continued to benefit from impressive sales of its iPod digital music player as well as from accelerating adoption of its Macintosh computers. Software company Oracle reported surging profits that beat Wall Street forecasts and boosted the company's shares. On the negative side, semiconductor maker Intel struggled with weak sales and increasing competition. Also lagging was Internet services company Yahoo, whose difficulties included a delay in the release of its long-awaited advertising search software and a sharp drop in the company's sales and profitability. Another Internet stock, online auction house eBay, fell after forecasting weaker-than-expected profits and revenues.

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

Annual Report

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, 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 (June 1, 2006 to November 30, 2006).

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. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. 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.

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. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. 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.

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.

Annual Report

Shareholder Expense Example - continued

	Beginning Account Value June 1, 2006	Ending Account Value November 30, 2006	Expenses Paid During Period* June 1, 2006 to November 30, 2006
Actual	$ 1,000.00	$ 1,120.40	$ 2.07 * *
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,023.11	$ 1.98 * *

* Expenses are equal to the Fund's annualized expense ratio of .39%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

* * If contractual expense limitations effective September 1, 2006 had been in effect during the entire period, the annualized expense ratio would have been .35% and the expenses paid in the actual and hypothetical examples above would have been $1.86 and $1.78, respectively.

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	7.7	6.9
Cisco Systems, Inc.	4.4	3.6
Intel Corp.	3.3	3.1
Google, Inc. Class A (sub. vtg.)	2.8	2.4
Oracle Corp.	2.7	2.2
Amgen, Inc.	2.2	2.5
Apple Computer, Inc.	2.1	1.5
Dell, Inc.	1.7	1.8
QUALCOMM, Inc.	1.6	2.2
Comcast Corp. Class A	1.5	1.3
	30.0
Market Sectors as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	49.1	47.4
Health Care	13.6	13.9
Consumer Discretionary	13.1	13.3
Financials	11.0	11.8
Industrials	5.7	6.2
Consumer Staples	1.7	1.8
Telecommunication Services	1.4	1.2
Energy	1.3	1.3
Materials	1.1	1.1
Utilities	0.1	0.2

Asset Allocation (% of fund's net assets)

To match the NASDAQ Composite® Index, Fidelity Nasdaq Composite Index Fund seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 13.1%
Auto Components - 0.2%
Aftermarket Technology Corp. (a)	1,433		$ 27,829
Amerigon, Inc. (a)	1,196		10,214
Amerityre Corp. (a)	1,121		5,829
Ballard Power Systems, Inc. (a)(d)	6,442		46,576
China Automotive Systems, Inc. (a)(d)	1,032		10,939
Dorman Products, Inc. (a)	807		8,231
Exide Technologies (a)	2,364		10,945
Fuel Systems Solutions, Inc. (a)	742		14,098
GenTek, Inc. (a)	691		22,686
Gentex Corp.	6,463		107,092
Hayes Lemmerz International, Inc. (a)	1,193		2,804
LKQ Corp. (a)	2,674		61,208
Noble International Ltd.	462		8,755
Quantum Fuel Systems Technologies Worldwide, Inc. (a)(d)	1,681		2,959
Shiloh Industries, Inc. (a)	545		9,080
Sorl Auto Parts, Inc. (a)(d)	874		6,380
Spartan Motors, Inc.	578		12,913
Strattec Security Corp. (a)	130		5,639
			374,177
Automobiles - 0.0%
Nissan Motor Co. Ltd. sponsored ADR	2,451		59,535
Distributors - 0.1%
Audiovox Corp. Class A (a)	723		10,014
Building Materials Holding Corp.	1,409		34,718
Core-Mark Holding Co., Inc. (a)	784		25,456
Design Within Reach, Inc. (a)	763		4,273
DXP Enterprises, Inc. (a)	188		5,428
Keystone Automotive Industries, Inc. (a)	676		24,248
Source Interlink Companies, Inc. (a)	1,783		15,904
			120,041
Diversified Consumer Services - 0.6%
Apollo Group, Inc. Class A (a)	8,116		314,820
Bright Horizons Family Solutions, Inc. (a)	1,453		53,412
Capella Education Co.	645		16,286
Career Education Corp. (a)	4,680		118,170
Coinstar, Inc. (a)	1,253		40,898
Collectors Universe, Inc.	648		8,528
Corinthian Colleges, Inc. (a)	4,017		51,819
Educate, Inc. (a)	1,285		9,432
Escala Group, Inc. (a)(d)	1,136		5,441
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Home Solutions America, Inc. (a)(d)	1,649		$ 9,713
INVESTools, Inc. (a)	1,927		24,800
Laureate Education, Inc. (a)	2,448		127,223
Lincoln Educational Services Corp. (a)	1,134		14,050
Matthews International Corp. Class A	1,558		62,554
Princeton Review, Inc. (a)	1,476		7,823
Steiner Leisure Ltd. (a)	832		37,274
Stewart Enterprises, Inc. Class A	4,223		27,027
Strayer Education, Inc.	715		78,686
Vertrue, Inc. (a)	352		13,485
			1,021,441
Hotels, Restaurants & Leisure - 2.0%
AFC Enterprises, Inc. (a)	1,792		30,643
Ambassadors Group, Inc.	1,175		33,276
Ambassadors International, Inc.	433		17,515
Ameristar Casinos, Inc.	2,528		76,952
Applebee's International, Inc.	3,422		77,851
Benihana, Inc. Class A (sub. vtg.) (a)	376		10,528
BJ's Restaurants, Inc. (a)	902		18,726
Bob Evans Farms, Inc.	1,571		53,367
Buca, Inc. (a)	2,659		11,966
Buffalo Wild Wings, Inc. (a)	531		28,350
California Pizza Kitchen, Inc. (a)	768		24,084
Caribou Coffee Co., Inc. (a)(d)	738		6,642
CBRL Group, Inc.	1,509		64,721
Century Casinos, Inc. (a)	1,085		10,937
Champps Entertainment, Inc. (a)	1,862		12,103
Churchill Downs, Inc.	794		31,744
Cosi, Inc. (a)	1,604		7,507
Ctrip.com International Ltd. sponsored ADR	1,122		62,293
Denny's Corp. (a)	5,557		25,618
eLong, Inc. sponsored ADR (a)	893		12,047
Empire Resorts, Inc. (a)	676		4,435
Famous Dave's of America, Inc. (a)	718		11,610
FortuNet, Inc.	463		4,037
Gaming Partners International Corp.	597		10,298
Great Wolf Resorts, Inc. (a)	2,070		26,703
Home Inns & Hotels Management, Inc. ADR	462		14,123
International Speedway Corp. Class A	1,451		75,205
Isle of Capri Casinos, Inc. (a)	1,198		33,089
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Jamba, Inc. (a)	2,400		$ 26,760
Lone Star Steakhouse & Saloon, Inc.	829		22,831
Magna Entertainment Corp. Class A (sub. vtg.) (a)	2,724		12,067
McCormick & Schmick's Seafood Restaurants (a)	462		11,587
Monarch Casino & Resort, Inc. (a)	1,053		24,809
Morgans Hotel Group Co.	2,023		29,617
MTR Gaming Group, Inc. (a)	1,009		11,200
Multimedia Games, Inc. (a)	948		8,873
O'Charleys, Inc. (a)	1,573		31,617
P.F. Chang's China Bistro, Inc. (a)	1,244		44,908
Panera Bread Co. Class A (a)	1,517		87,152
Papa John's International, Inc. (a)	1,725		53,475
Penn National Gaming, Inc. (a)	4,005		148,065
PokerTek, Inc. (a)	568		5,964
Premier Exhibitions, Inc. (a)	1,302		7,812
Progressive Gaming International Corp. (a)	2,416		19,328
Rare Hospitality International, Inc. (a)	1,523		49,300
Red Robin Gourmet Burgers, Inc. (a)	848		29,146
Ruth's Chris Steak House, Inc. (a)	1,086		20,580
Scientific Games Corp. Class A (a)	4,363		126,745
Shuffle Master, Inc. (a)	1,631		50,789
Smith & Wollensky Restaurant Group, Inc. (a)	1,039		5,112
Sonic Corp. (a)	3,565		83,706
Starbucks Corp. (a)	35,788		1,262,959
Texas Roadhouse, Inc. Class A (a)	3,582		49,217
The Cheesecake Factory, Inc. (a)	3,626		100,440
Town Sports International Holdings, Inc.	1,521		24,747
Trump Entertainment Resorts, Inc. (a)	1,849		39,421
Wynn Resorts Ltd.	4,735		415,970
Youbet.com, Inc. (a)	1,585		5,960
			3,606,527
Household Durables - 0.5%
Avatar Holdings, Inc. (a)	328		23,406
Bassett Furniture Industries, Inc.	931		16,479
California Coastal Communities, Inc.	409		8,462
Cavco Industries, Inc. (a)	270		9,585
Comstock Homebuilding Companies, Inc. Class A (a)	390		1,985
Craftmade International, Inc.	649		11,981
Directed Electronics, Inc.	1,014		14,662
Dixie Group, Inc. (a)	767		10,669
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Dominion Homes, Inc. (a)(d)	396		$ 2,309
Dorel Industries, Inc. Class B (sub. vtg.) (a)	1,484		43,115
Flexsteel Industries, Inc.	620		7,812
Garmin Ltd. (d)	10,190		518,569
Helen of Troy Ltd. (a)	1,261		29,797
Hooker Furniture Corp.	696		10,343
Interface, Inc. Class A (a)	2,168		32,216
iRobot Corp.	1,378		25,645
Kimball International, Inc. Class B	1,559		37,400
Lifetime Brands, Inc.	536		10,774
Makita Corp. sponsored ADR	326		9,412
Palm Harbor Homes, Inc. (a)	1,659		22,761
Stanley Furniture Co., Inc.	624		13,747
Syntax-Brillian Corp. (a)(d)	3,172		26,550
Tarragon Corp.	882		11,016
Universal Electronics, Inc. (a)	813		17,073
			915,768
Internet & Catalog Retail - 1.7%
1-800 CONTACTS, Inc. (a)	518		8,366
1-800-FLOWERS.com, Inc. Class A (a)	895		5,030
Amazon.com, Inc. (a)	19,809		799,095
Audible, Inc. (a)	670		5,333
Blue Nile, Inc. (a)(d)	669		22,418
Celebrate Express, Inc. (a)	802		10,346
Coldwater Creek, Inc. (a)	4,310		108,397
dELiA*s, Inc. (a)	988		9,159
Drugstore.com, Inc. (a)	4,018		13,541
eDiets.com, Inc. (a)	2,933		11,732
Expedia, Inc. (a)	14,337		260,503
Gaiam, Inc. Class A (a)	839		11,478
Gmarket, Inc. sponsored ADR	404		9,304
GSI Commerce, Inc. (a)	2,561		41,924
Hollywood Media Corp. (a)	1,921		8,030
IAC/InterActiveCorp	12,864		469,407
Liberty Media Holding Corp. - Interactive Series A (a)	31,210		710,340
Netflix, Inc. (a)	3,419		100,450
NutriSystem, Inc. (a)(d)	1,659		114,554
Overstock.com, Inc. (a)	899		12,937
PC Mall, Inc. (a)	507		4,776
PetMed Express, Inc. (a)	1,694		21,785
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Priceline.com, Inc. (a)	1,687		$ 66,620
Shutterfly, Inc. (d)	865		13,252
Stamps.com, Inc. (a)	989		15,438
ValueVision Media, Inc. Class A (a)	2,128		28,132
VistaPrint Ltd. (a)	2,036		67,819
			2,950,166
Leisure Equipment & Products - 0.1%
Aldila, Inc.	295		4,755
Arctic Cat, Inc.	607		10,052
Escalade, Inc.	749		7,602
Gametech International, Inc. (a)	660		7,069
JAKKS Pacific, Inc. (a)	1,599		34,938
Johnson Outdoors, Inc. Class A (a)	771		14,032
Pool Corp.	2,527		103,531
RC2 Corp. (a)	1,148		49,215
Smith & Wesson Holding Corp. (a)	1,759		22,955
			254,149
Media - 4.5%
ACME Communications, Inc. (a)	1,400		7,392
Alloy, Inc. (a)	494		5,972
Beasley Broadcast Group, Inc. Class A	689		4,899
Cadmus Communications Corp.	538		9,372
Carmike Cinemas, Inc.	461		9,086
Central European Media Enterprises Ltd. Class A (a)	1,654		121,536
Charter Communications, Inc. Class A (a)	20,245		59,723
China Natural Resources, Inc.	1,154		12,267
CKX, Inc. (a)	4,005		48,941
Comcast Corp.:
Class A	64,465		2,608,254
Class A (special) (a)	33,657		1,355,704
Courier Corp.	559		21,454
Crown Media Holdings, Inc. Class A (a)	2,664		8,605
CTC Media, Inc.	7,185		162,381
Cumulus Media, Inc. Class A (a)	2,009		20,391
DG FastChannel, Inc. (a)	697		8,009
Discovery Holding Co.:
Class A (a)	12,273		188,268
Class B (a)	905		13,819
EchoStar Communications Corp. Class A (a)	9,665		348,037
Emmis Communications Corp. Class A	2,486		21,007
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
Fisher Communications, Inc. (a)	394		$ 17,840
Focus Media Holding Ltd. ADR (a)	1,771		126,219
Gemstar-TV Guide International, Inc. (a)	20,786		64,229
Global Sources Ltd.	1,898		26,003
Harris Interactive, Inc. (a)	4,199		20,113
IMAX Corp. (a)	1,147		3,877
Knology, Inc.	1,452		14,520
Lakes Entertainment, Inc. (a)	1,385		13,158
Lamar Advertising Co. Class A (a)	4,014		242,245
Liberty Global, Inc.:
Class A (a)	9,894		266,841
Class B (a)	234		6,267
Class C (a)	8,361		218,724
Liberty Media Holding Corp. - Capital Series A (a)	6,601		580,360
LodgeNet Entertainment Corp. (a)	799		18,896
MDC Partners, Inc. Class A (sub. vtg.) (a)	763		5,417
Mediacom Communications Corp. Class A (a)	3,456		27,959
Morningstar, Inc. (a)	2,013		90,182
Navarre Corp. (a)	871		4,172
New Frontier Media, Inc. (a)	1,084		9,723
Nexstar Broadcasting Group, Inc. Class A (a)	1,192		5,006
NTL, Inc.	15,370		370,263
Outdoor Channel Holdings, Inc. (a)	796		10,237
Private Media Group, Inc. (a)	2,365		9,578
Radio One, Inc.:
Class A (a)	1,033		6,787
Class D (non-vtg.) (a)	3,233		20,982
RCN Corp. (a)	2,204		66,252
Regent Communication, Inc. (a)	1,974		6,159
Rentrak Corp. (a)	552		8,136
Reuters Group PLC sponsored ADR	707		37,768
RRSat Global Communications Network Ltd.	635		7,449
Salem Communications Corp. Class A	1,009		12,471
Scholastic Corp. (a)	1,904		63,441
Sinclair Broadcast Group, Inc. Class A	2,015		20,049
Sirius Satellite Radio, Inc. (a)(d)	66,174		281,901
Spanish Broadcasting System, Inc. Class A	1,167		4,936
TiVo, Inc. (a)	5,166		29,446
Value Line, Inc.	422		24,569
WorldSpace, Inc. Class A (a)	3,301		16,109
WPP Group plc sponsored ADR	1,008		66,740
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
WPT Enterprises, Inc. (a)(d)	792		$ 3,279
XM Satellite Radio Holdings, Inc. Class A	14,147		204,283
Young Broadcasting, Inc. Class A (a)	630		1,380
			8,069,083
Multiline Retail - 0.9%
Conn's, Inc. (a)(d)	1,365		29,156
Dollar Tree Stores, Inc. (a)	4,769		143,118
Duckwall-ALCO Stores, Inc. (a)	222		8,838
Fred's, Inc. Class A	2,231		26,303
Sears Holdings Corp. (a)	7,295		1,250,509
The Bon-Ton Stores, Inc.	647		24,191
Tuesday Morning Corp.	1,660		29,216
			1,511,331
Specialty Retail - 2.1%
A.C. Moore Arts & Crafts, Inc. (a)	657		14,001
America's Car Mart, Inc. (a)	568		6,424
American Eagle Outfitters, Inc.	7,006		316,531
bebe Stores, Inc.	4,580		91,188
Bed Bath & Beyond, Inc. (a)	13,350		517,313
Big 5 Sporting Goods Corp.	1,019		24,935
Big Dog Holdings, Inc. (a)	428		6,420
Books-A-Million, Inc.	669		14,036
Cache, Inc. (a)	1,204		29,570
Casual Male Retail Group, Inc. (a)	1,489		20,920
Charlotte Russe Holding, Inc. (a)	984		29,687
Charming Shoppes, Inc. (a)	5,418		73,306
Citi Trends, Inc. (a)	519		22,971
Cost Plus, Inc. (a)	788		8,487
Deb Shops, Inc.	763		19,289
Dress Barn, Inc. (a)	3,101		75,106
Finish Line, Inc. Class A	2,102		29,302
Finlay Enterprises, Inc. (a)	1,535		12,403
Gander Mountain Co. (a)(d)	416		3,324
Golf Galaxy, Inc. (a)	527		9,755
Golfsmith International Holdings, Inc.	629		5,812
Guitar Center, Inc. (a)	1,548		67,988
Gymboree Corp. (a)	1,596		63,521
Hastings Entertainment, Inc. (a)	1,635		11,854
Hibbett Sporting Goods, Inc. (a)	1,513		47,690
Hot Topic, Inc. (a)	2,522		33,669
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
House of Taylor Jewelry, Inc. (a)	1,939		$ 5,119
Jos. A. Bank Clothiers, Inc. (a)	819		24,562
Kirkland's, Inc. (a)	622		2,867
Monro Muffler Brake, Inc.	669		24,954
Mothers Work, Inc. (a)	235		9,640
Movie Gallery, Inc. (a)	836		2,374
O'Reilly Automotive, Inc. (a)	5,353		169,530
Pacific Sunwear of California, Inc. (a)	3,244		63,842
PETsMART, Inc.	6,567		194,252
Pomeroy IT Solutions, Inc. (a)	627		4,640
Rent-A-Center, Inc. (a)	3,348		91,534
Restoration Hardware, Inc. (a)	2,754		23,519
Ross Stores, Inc.	6,722		208,315
Select Comfort Corp. (a)	2,604		45,075
Sharper Image Corp. (a)	608		5,892
Shoe Carnival, Inc. (a)	605		16,311
Staples, Inc.	34,499		878,690
Stein Mart, Inc.	1,754		27,538
The Children's Place Retail Stores, Inc. (a)	1,408		90,844
Tractor Supply Co. (a)	1,970		93,772
Trans World Entertainment Corp. (a)	1,445		9,797
Tweeter Home Entertainment Group, Inc. (a)	953		2,411
United Retail Group, Inc. (a)	515		7,509
Urban Outfitters, Inc. (a)	7,768		173,071
West Marine, Inc. (a)	829		14,342
Wet Seal, Inc. Class A (a)	4,394		31,900
Wilsons Leather Experts, Inc. (a)	2,802		6,389
Winmark Corp. (a)	446		9,879
Zumiez, Inc. (a)	1,489		45,727
			3,839,797
Textiles, Apparel & Luxury Goods - 0.4%
Ashworth, Inc. (a)	1,139		7,973
Blue Holdings, Inc. (a)(d)	1,683		3,837
Charles & Colvard Ltd.	833		6,756
Cherokee, Inc.	583		24,690
Columbia Sportswear Co.	1,698		99,927
Crocs, Inc. (d)	1,866		80,145
Cutter & Buck, Inc.	753		7,590
Deckers Outdoor Corp. (a)	652		36,382
Fossil, Inc. (a)	3,064		64,405
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
G-III Apparel Group Ltd. (a)	581		$ 8,796
Hampshire Group Ltd. (a)	715		11,869
Iconix Brand Group, Inc. (a)	2,108		37,923
K-Swiss, Inc. Class A	1,130		37,527
Perry Ellis International, Inc. (a)	497		18,861
Quaker Fabric Corp. (a)	1,024		942
Steven Madden Ltd.	879		32,321
Tandy Brands Accessories, Inc.	905		10,797
True Religion Apparel, Inc. (a)(d)	899		13,665
Under Armour, Inc. Class A (sub. vtg.)	1,617		75,870
Velcro Industries NV	901		12,452
Volcom, Inc. (a)	1,379		44,693
Wacoal Holdings Corp. sponsored ADR	94		6,146
Warnaco Group, Inc. (a)	2,300		59,616
Weyco Group, Inc.	606		14,920
			718,103
TOTAL CONSUMER DISCRETIONARY			23,440,118
CONSUMER STAPLES - 1.7%
Beverages - 0.1%
Coca-Cola Bottling Co. Consolidated	234		14,772
Hansen Natural Corp. (a)	4,175		117,443
Jones Soda Co. (a)	677		6,520
MGP Ingredients, Inc.	535		11,668
			150,403
Food & Staples Retailing - 1.1%
Andersons, Inc.	875		36,050
Arden Group, Inc. Class A	165		21,448
Casey's General Stores, Inc.	2,579		64,191
Central European Distribution Corp. (a)	1,902		54,492
Costco Wholesale Corp.	22,232		1,161,844
Ingles Markets, Inc. Class A	792		23,578
Nash-Finch Co.	673		17,801
Pathmark Stores, Inc. (a)	3,151		35,575
Performance Food Group Co. (a)	1,784		48,275
Pricesmart, Inc. (a)	1,233		21,245
Spartan Stores, Inc.	832		17,497
Susser Holdings Corp.	716		14,213
The Pantry, Inc. (a)	1,114		54,608
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Topps Co., Inc.	1,768		$ 15,523
United Natural Foods, Inc. (a)	2,056		72,865
Village Super Market, Inc. Class A	126		8,883
Whole Foods Market, Inc.	6,636		323,837
Wild Oats Markets, Inc. (a)	1,044		15,806
			2,007,731
Food Products - 0.3%
Alico, Inc.	403		22,967
Bridgford Foods Corp. (a)	433		2,871
Cal-Maine Foods, Inc.	840		6,955
Calavo Growers, Inc.	1,103		11,802
Cresud S.A.C.I.F. y A. sponsored ADR (d)	1,393		24,169
Diamond Foods, Inc.	1,078		18,757
Farmer Brothers Co.	654		13,741
Gold Kist, Inc. (a)	2,387		47,286
Green Mountain Coffee Roasters, Inc. (a)	392		19,286
Griffin Land & Nurseries, Inc. (a)	256		7,939
Hain Celestial Group, Inc. (a)	1,960		58,878
Imperial Sugar Co.	330		7,603
J&J Snack Foods Corp.	798		30,547
John B. Sanfilippo & Son, Inc. (a)	308		3,370
Lancaster Colony Corp.	1,595		68,170
Lance, Inc.	1,683		32,179
Lifeway Foods, Inc. (a)	837		7,315
Peet's Coffee & Tea, Inc. (a)	587		14,939
Premium Standard Farms, Inc.	1,112		21,117
Sanderson Farms, Inc.	1,101		30,443
SunOpta, Inc. (a)	3,385		33,207
			483,541
Household Products - 0.0%
Central Garden & Pet Co. Class A (a)	1,180		61,596
WD-40 Co.	667		21,678
			83,274
Personal Products - 0.2%
Bare Escentuals, Inc.	4,202		125,598
Chattem, Inc. (a)	969		47,229
Elizabeth Arden, Inc. (a)	1,005		18,492
Inter Parfums, Inc.	840		16,934
Mannatech, Inc. (d)	1,708		25,483
Parlux Fragrances, Inc. (a)(d)	684		4,514
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Personal Products - continued
Physicians Formula Holdings, Inc.	1,230		$ 22,509
Reliv International, Inc.	923		8,252
USANA Health Sciences, Inc. (a)	727		35,172
			304,183
Tobacco - 0.0%
Star Scientific, Inc. (a)(d)	3,889		14,273
TOTAL CONSUMER STAPLES			3,043,405
ENERGY - 1.3%
Energy Equipment & Services - 0.5%
Acergy SA sponsored ADR (a)	3,220		63,434
Bronco Drilling Co., Inc. (a)	1,169		22,585
Dawson Geophysical Co. (a)	467		16,947
Global Industries Ltd. (a)	5,857		83,638
Gulf Island Fabrication, Inc.	823		30,969
Gulfmark Offshore, Inc. (a)	848		34,149
Hercules Offshore, Inc. (a)	1,370		46,676
Horizon Offshore, Inc. (a)	1,612		26,759
Hydril Co. (a)	795		60,150
Lufkin Industries, Inc.	719		42,062
Matrix Service Co. (a)	937		14,973
Mitcham Industries, Inc. (a)	1,053		13,163
Omni Energy Services Corp. (a)	884		8,928
Patterson-UTI Energy, Inc.	7,615		211,012
PHI, Inc. (non-vtg.) (a)	627		21,230
Superior Well Services, Inc. (a)	1,215		29,075
T-3 Energy Services, Inc. (a)	457		9,981
Tesco Corp. (a)	2,209		38,066
Trico Marine Services, Inc. (a)	639		23,228
Union Drilling, Inc.	742		10,343
Universal Compression Partners LP	239		5,953
Warrior Energy Service Corp. (a)	390		11,330
			824,651
Oil, Gas & Consumable Fuels - 0.8%
Alliance Holdings GP, LP	2,907		54,012
Alliance Resource Partners LP	1,943		66,528
APCO Argentina, Inc.	353		30,358
Atlas America, Inc. (a)	1,039		50,495
ATP Oil & Gas Corp. (a)	1,524		68,961
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
BreitBurn Energy Partners LP	1,382		$ 29,851
Brigham Exploration Co. (a)	2,496		21,491
Calumet Specialty Products Partners LP	793		30,197
Carrizo Oil & Gas, Inc. (a)	1,319		43,923
Clayton Williams Energy, Inc. (a)	543		21,443
Copano Energy LLC	733		43,328
CREDO Petroleum Corp. (a)	469		5,872
Crosstex Energy LP	689		25,872
Crosstex Energy, Inc.	729		70,757
Dampskibsselskabet TORM AS sponsored ADR	205		12,630
Delta Petroleum Corp. (a)	2,471		74,674
Dorchester Minerals LP	1,275		31,658
Double Eagle Petroleum Co. (a)	564		14,382
Eagle Rock Energy Partners LP	790		14,923
Edge Petroleum Corp. (a)	838		16,634
FX Energy, Inc. (a)	1,820		12,740
Geomet, Inc.	2,493		26,077
GMX Resources, Inc. (a)	469		20,491
Golar LNG Ltd. (NASDAQ) (a)	2,554		33,866
Green Plains Renewable Energy, Inc. (a)	167		4,629
Gulfport Energy Corp. (a)	1,354		16,167
Hiland Holdings GP LP	929		22,064
Hiland Partners LP	290		15,292
Inergy Holdings LP	697		26,946
Inergy LP	2,126		62,951
Ivanhoe Energy, Inc. (a)	8,365		11,460
James River Coal Co. (a)(d)	623		6,467
Knightsbridge Tankers Ltd. (d)	1,038		26,500
Linn Energy LLC	1,229		32,249
Marine Petroleum Trust	475		11,519
Martin Midstream Partners LP	306		9,489
National Coal Corp. (a)	2,471		14,801
NGAS Resources, Inc. (a)(d)	717		5,650
Pacific Ethanol, Inc. (a)(d)	1,754		33,238
Parallel Petroleum Corp. (a)	1,715		33,871
Petrohawk Energy Corp. (a)	8,309		107,768
Petroleum Development Corp. (a)	665		28,083
PrimeEnergy Corp. (a)	116		7,875
Quest Resource Corp. (a)	1,077		12,138
Ram Energy Resources, Inc. (a)	1,332		6,953
Regency Energy Partners LP	876		23,591
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Rosetta Resources, Inc. (a)	2,161		$ 40,605
StealthGas, Inc.	537		6,433
Syntroleum Corp. (a)	2,008		5,301
TC Pipelines LP	1,081		34,700
The Exploration Co. of Delaware, Inc. (a)	1,334		18,383
Top Tankers, Inc.	854		4,475
Toreador Resources Corp. (a)	1,077		26,397
Warren Resources, Inc. (a)	2,021		27,021
Whittier Energy Corp. (a)	1,655		12,330
			1,516,509
TOTAL ENERGY			2,341,160
FINANCIALS - 11.0%
Capital Markets - 2.2%
American Capital Strategies Ltd.	6,637		300,523
Calamos Asset Management, Inc. Class A	978		26,875
Capital Southwest Corp.	241		31,166
Charles Schwab Corp.	60,260		1,105,168
Cowen Group, Inc.	832		14,086
Diamond Hill Investment Group, Inc. (a)	178		12,869
Epoch Holding Corp. (a)	1,309		10,904
FirstCity Financial Corp. (a)	1,173		12,246
GFI Group, Inc. (a)	1,383		78,222
Harris & Harris Group, Inc. (a)	1,045		15,424
International Assets Holding Corp. (a)	472		16,567
Investors Financial Services Corp.	3,088		122,810
Knight Capital Group, Inc. Class A (a)	5,169		91,026
MarketAxess Holdings, Inc. (a)	1,552		22,349
Northern Trust Corp.	10,337		588,796
optionsXpress Holdings, Inc.	3,106		89,546
Penson Worldwide, Inc.	1,230		27,614
Sanders Morris Harris Group, Inc.	903		11,576
SEI Investments Co.	4,597		267,499
T. Rowe Price Group, Inc.	12,263		531,356
TD Ameritrade Holding Corp.	28,813		505,956
Thomas Weisel Partners Group, Inc.	1,112		23,708
TradeStation Group, Inc. (a)	2,552		37,234
U.S. Global Investments, Inc. Class A (d)	232		11,684
			3,955,204
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - 5.3%
1st Source Corp.	1,276		$ 39,901
Abington Community Bancorp, Inc.	671		13,071
Alabama National Bancorp, Delaware	1,048		71,767
Alliance Financial Corp.	376		11,430
Amcore Financial, Inc.	1,040		33,114
American National Bankshares, Inc.	549		12,792
American River Bankshares	592		14,865
AmericanWest Bancorp	569		12,444
Ameris Bancorp	698		19,481
AmeriServ Financial, Inc. (a)	2,445		12,078
Ames National Corp. (d)	710		15,052
Appalachian Bancshares, Inc. (a)	419		8,736
Arrow Financial Corp.	802		19,681
Associated Banc-Corp.	6,381		212,104
BancFirst Corp.	911		48,529
Bancorp Rhode Island, Inc.	161		6,963
Bancorp, Inc., Delaware (a)	516		13,834
Bancshares of Florida, Inc. (a)	413		8,623
BancTrust Financial Group, Inc.	492		11,911
Bank of Granite Corp.	972		18,128
Bank of Marin, California	303		10,287
Bank of the Ozarks, Inc.	708		23,187
BankFinancial Corp.	1,166		20,417
Banner Corp.	703		32,099
BNC Bancorp	432		7,992
BOK Financial Corp.	3,229		174,011
Boston Private Financial Holdings, Inc.	1,870		50,771
Bryn Mawr Bank Corp.	302		7,345
Capital Bank Corp.	729		12,612
Capital City Bank Group, Inc.	991		33,724
Capital Corp. of the West	663		21,196
Cardinal Financial Corp.	1,972		19,621
Cascade Bancorp	1,338		40,475
Cascade Financial Corp.	1,011		17,187
Cathay General Bancorp	2,540		87,274
Centennial Bank Holdings, Inc., Delaware (a)	4,058		38,673
Center Bancorp, Inc.	551		8,816
Center Financial Corp., California	793		17,787
Centerstate Banks of Florida, Inc.	583		12,231
Century Bancorp, Inc. Class A (non-vtg.)	318		8,427
Chemical Financial Corp.	1,087		35,501
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Chicopee Bancorp, Inc. (a)	265		$ 4,065
Citizens & Northern Corp.	296		6,627
Citizens Banking Corp., Michigan	2,016		54,109
City Holding Co.	1,136		44,872
Civitas BankGroup, Inc.	817		6,536
CNB Financial Corp., Pennsylvania (d)	587		8,118
CoBiz, Inc.	1,170		27,132
Colony Bankcorp, Inc.	217		3,986
Columbia Bancorp, Oregon	257		6,494
Columbia Banking Systems, Inc.	724		24,348
Commerce Bancshares, Inc.	3,389		164,672
Commercial Bankshares, Inc.	501		19,158
Commonwealth Bankshares, Inc.	283		7,726
Community Bank of Nevada (a)	420		12,764
Community Banks, Inc.	1,369		37,538
Community Trust Bancorp, Inc.	692		27,964
Community Valley Bancorp	563		9,346
Compass Bancshares, Inc.	6,142		350,954
Crescent Financial Corp. (a)	449		5,698
CVB Financial Corp.	3,805		55,325
Dearborn Bancorp, Inc.	443		9,387
Eagle Bancorp, Inc., Maryland	530		9,434
East West Bancorp, Inc.	2,911		103,661
Eastern Virgina Bankshares, Inc.	469		10,276
Enterprise Financial Services Corp.	431		13,395
EuroBancshares, Inc. (a)	1,284		11,890
Exchange National Bancshares, Inc.	288		8,934
Farmers Capital Bank Corp.	357		11,860
Fidelity Southern Corp.	442		8,221
Fifth Third Bancorp	26,596		1,048,680
Financial Institutions, Inc.	425		9,920
First Bancorp, North Carolina	705		14,742
First Charter Corp.	2,275		54,714
First Citizen Bancshares, Inc.	373		74,432
First Community Bancorp, California	1,486		80,259
First Community Bancshares, Inc.	757		28,509
First Financial Bancorp, Ohio	2,353		39,036
First Financial Bankshares, Inc.	1,100		45,892
First Financial Corp., Indiana	705		23,900
First Indiana Corp.	631		15,668
First M&F Corp.	312		5,741
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
First Merchants Corp.	857		$ 22,856
First Midwest Bancorp, Inc., Delaware	2,436		90,741
First National Lincoln Corp., Maine	596		9,965
First of Long Island Corp.	286		12,198
First Regional Bancorp (a)	783		26,356
First Security Group, Inc.	566		6,492
First South Bancorp, Inc., Virginia (d)	298		8,925
First State Bancorp.	930		23,771
First United Corp.	493		10,856
Firstbank Corp., Michigan	466		10,862
FirstMerit Corp.	3,899		92,406
Flag Financial Corp.	932		23,719
FNB Corp., North Carolina	602		10,734
FNB Corp., Virginia	559		21,857
FNB Financial Services Corp.	746		11,183
Frontier Financial Corp., Washington	1,989		59,750
Fulton Financial Corp.	8,481		137,816
Gateway Financial Holdings, Inc.	1,104		16,052
GB&T Bancshares, Inc.	498		10,911
German American Bancorp, Inc.	686		9,878
Glacier Bancorp, Inc.	1,687		59,956
Great Southern Bancorp, Inc.	844		24,687
Greater Bay Bancorp	2,713		69,833
Greater Community Bancorp	811		13,219
Greene County Bancshares, Inc.	666		25,668
Grupo Financiero Galicia SA sponsored ADR (a)	3,974		31,554
Hampton Roads Bankshares, Inc.	1,260		14,805
Hancock Holding Co.	1,547		83,105
Hanmi Financial Corp.	2,192		47,851
Harleysville National Corp., Pennsylvania	1,666		33,670
Heartland Financial USA, Inc.	917		26,547
Heritage Commerce Corp.	429		11,120
Heritage Financial Corp., Washington	369		9,004
Home Bancshares, Inc.	767		17,035
Horizon Financial Corp.	950		23,456
Huntington Bancshares, Inc.	11,385		276,769
IBERIABANK Corp.	417		23,782
Independent Bank Corp., Massachusetts	515		17,695
Independent Bank Corp., Michigan	1,341		31,500
Integra Bank Corp.	932		25,956
Integrity Bancshares, Inc. (a)	530		6,901
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Interchange Financial Services Corp.	693		$ 15,884
International Bancshares Corp.	3,047		94,183
Intervest Bancshares Corp. Class A (a)	539		18,800
Investors Bancorp, Inc. (a)	5,090		77,826
Lakeland Bancorp, Inc.	850		12,708
Lakeland Financial Corp.	764		19,031
Leesport Financial Corp.	488		11,951
LNB Bancorp, Inc. (d)	836		13,911
LSB Bancshares, Inc.	666		11,189
Macatawa Bank Corp.	609		13,465
MainSource Financial Group, Inc.	643		11,741
MB Financial, Inc.	1,652		59,340
MBT Financial Corp.	578		8,867
Mercantile Bank Corp.	454		17,361
Mercantile Bankshares Corp.	5,892		268,734
Merchants Bancshares, Inc.	610		14,488
Metrocorp Bancshares, Inc.	399		8,734
Mid-State Bancshares	896		32,588
Middleburg Financial Corp.	329		11,614
Midwest Banc Holdings, Inc.	1,241		28,915
Nara Bancorp, Inc.	1,277		25,898
National Bankshares, Inc.	287		6,868
National Penn Bancshares, Inc.	2,640		53,671
NBT Bancorp, Inc.	1,572		38,907
Nexity Financial Corp. (a)	935		11,557
North Bay Bancorp	291		8,163
North Valley Bancorp	582		10,767
Northern Empire Bancshares	788		23,088
Northern States Financial Corp.	462		9,148
Northrim Bancorp, Inc.	343		9,374
Oak Hill Financial, Inc.	544		15,580
Old Point Financial Corp.	363		10,273
Old Second Bancorp, Inc.	432		13,016
Omega Financial Corp.	625		20,288
PAB Bankshares, Inc.	567		12,508
Pacific Capital Bancorp	2,349		76,554
Pacific Continental Corp. (d)	462		8,963
Pacific Mercantile Bancorp (a)	562		9,402
Penns Woods Bancorp, Inc.	361		13,375
Pennsylvania Communication Bancorp, Inc. (a)	500		12,705
Peoples Bancorp, Inc.	541		15,440
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Pinnacle Financial Partners, Inc. (a)	940		$ 30,794
Placer Sierra Bancshares	1,077		25,137
Popular, Inc.	13,260		234,702
Preferred Bank, Los Angeles California	155		8,830
PremierWest Bancorp	747		11,549
PrivateBancorp, Inc.	1,080		43,319
Prosperity Bancshares, Inc.	1,624		55,070
Provident Bankshares Corp.	1,647		60,725
Renasant Corp.	612		18,672
Republic Bancorp, Inc.	3,925		53,616
Republic Bancorp, Inc., Kentucky Class A	652		16,222
Republic First Bancorp, Inc.	482		6,223
Royal Bancshares of Pennsylvania, Inc. Class A	480		11,909
Rurban Financial Corp.	723		7,787
S&T Bancorp, Inc.	1,172		39,731
S.Y. Bancorp, Inc.	501		13,968
Sandy Spring Bancorp, Inc.	502		18,890
SCBT Financial Corp.	453		18,315
Seacoast Banking Corp., Florida	720		17,280
Security Bank Corp., Georgia	740		18,426
Shore Bancshares, Inc.	285		8,234
Sierra Bancorp	727		22,370
Signature Bank, New York (a)	1,475		47,436
Simmons First National Corp. Class A	562		18,035
Sky Financial Group, Inc.	5,285		130,804
Slade's Ferry Bancorp (d)	647		11,633
Smithtown Bancorp, Inc.	327		8,960
South Financial Group, Inc.	3,655		94,993
Southcoast Financial Corp.	485		10,073
Southern Community Financial Corp.	910		9,282
Southside Bancshares, Inc.	682		17,657
Southwest Bancorp, Inc., Oklahoma	811		21,662
State Bancorp, Inc., New York	646		11,654
State National Bancshares, Inc.	431		16,486
Sterling Bancshares, Inc.	1,968		36,251
Sterling Financial Corp., Pennsylvania	1,654		38,439
Sterling Financial Corp., Washington	1,677		56,263
Suffolk Bancorp	342		12,411
Summit Bancshares, Inc.	922		25,254
Summit Bank Corp., Georgia	483		11,442
Summit Financial Group, Inc.	583		11,182
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Sun Bancorp, Inc., New Jersey	1,196		$ 24,064
Superior Bancorp (a)	804		8,723
Susquehanna Bancshares, Inc., Pennsylvania	2,636		72,912
SVB Financial Group (a)	1,740		82,615
Taylor Capital Group, Inc.	670		24,576
Temecula Valley Bancorp, Inc. (a)	461		10,377
Texas Capital Bancshares, Inc. (a)	1,454		28,353
Texas United Bancshares, Inc.	519		17,470
TIB Financial Corp.	776		13,347
Trico Bancshares	716		19,361
Trustmark Corp.	2,833		92,412
UCBH Holdings, Inc.	4,676		78,837
UMB Financial Corp.	1,977		72,714
Umpqua Holdings Corp.	2,737		82,165
Union Bankshares Corp.	660		20,427
United Bankshares, Inc., West Virginia	1,770		68,287
United Community Banks, Inc., Georgia	2,160		71,993
United Financial Corp.	585		13,484
United Security Bancshares, Inc.	450		12,375
United Security Bancshares, California	422		10,504
Univest Corp. of Pennsylvania	562		17,360
Vineyard National Bancorp	343		7,416
Virginia Commerce Bancorp, Inc. (a)	1,397		27,158
Virginia Financial Group, Inc.	513		14,092
Washington Banking Co., Oak Harbor	401		6,757
Washington Trust Bancorp, Inc.	617		17,332
WesBanco, Inc.	1,043		34,044
West Bancorp., Inc.	862		15,688
West Coast Bancorp, Oregon	748		25,799
Westamerica Bancorp.	1,327		65,726
Westbank Corp.	580		14,024
Whitney Holding Corp.	3,168		102,105
Wilshire Bancorp, Inc.	1,594		30,461
Wintrust Financial Corp.	1,360		64,763
Yadkin Valley Financial Corp.	667		12,079
Yardville National Bancorp	458		17,784
Zions Bancorp	5,082		397,616
			9,465,322
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Consumer Finance - 0.2%
Advanta Corp.:
Class A	426		$ 17,760
Class B	983		44,844
Asta Funding, Inc.	686		22,583
Cash Systems, Inc. (a)	811		5,288
CompuCredit Corp. (a)	2,525		95,092
Consumer Portfolio Services, Inc. (a)	1,184		8,122
Credit Acceptance Corp. (a)	1,418		46,468
Dollar Financial Corp. (a)	938		27,446
EZCORP, Inc. Class A (a)	701		32,751
First Cash Financial Services, Inc. (a)	1,448		29,583
MRU Holdings, Inc. (a)	1,159		7,163
Nicholas Financial, Inc. (a)	537		6,020
QC Holdings, Inc. (a)	1,007		14,662
United Panam Financial Corp. (a)	805		9,724
World Acceptance Corp. (a)	763		34,633
			402,139
Diversified Financial Services - 0.2%
Asset Acceptance Capital Corp. (a)	1,529		25,458
California First National Bancorp	627		8,778
Compass Diversified Trust	1,877		32,097
Elron Electronic Industries Ltd. (a)	2,024		25,685
Encore Capital Group, Inc. (a)	911		12,681
First Albany Companies, Inc. (a)	714		1,607
Marlin Business Services Corp. (a)	759		16,455
Medallion Financial Corp.	876		10,389
Newtek Business Services, Inc. (a)	1,293		2,612
PICO Holdings, Inc. (a)	771		24,487
Portfolio Recovery Associates, Inc. (a)	701		32,001
Resource America, Inc. Class A	1,085		28,579
The NASDAQ Stock Market, Inc. (a)	5,188		208,298
			429,127
Insurance - 1.4%
21st Century Holding Co.	290		7,650
Affirmative Insurance Holdings, Inc.	860		13,855
Alfa Corp.	4,187		81,144
Amcomp, Inc.	816		8,813
American National Insurance Co.	1,285		146,708
American Physicians Capital, Inc. (a)	634		25,309
Amerisafe, Inc.	784		10,709
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - continued
Arch Capital Group Ltd.	3,470		$ 231,796
Argonaut Group, Inc. (a)	1,635		55,394
Baldwin & Lyons, Inc. Class B	518		13,857
Brooke Corp.	617		6,947
Cincinnati Financial Corp.	8,204		363,273
CRM Holdings Ltd.	727		6,427
Direct General Corp.	1,418		23,255
Donegal Group, Inc. Class A	1,114		21,378
Eastern Insurance Holdings, Inc.	468		6,692
eHealth, Inc.	800		17,928
EMC Insurance Group	582		20,067
Enstar Group, Inc. (a)	235		21,836
Erie Indemnity Co. Class A	2,773		156,064
FPIC Insurance Group, Inc. (a)	638		24,723
Hallmark Financial Services, Inc. (a)	879		8,658
Harleysville Group, Inc.	1,578		56,114
Infinity Property & Casualty Corp.	878		39,642
IPC Holdings Ltd.	3,191		99,559
James River Group, Inc.	685		23,016
Kansas City Life Insurance Co.	582		29,996
Max Re Capital Ltd.	2,506		60,144
Mercer Insurance Group, Inc.	261		5,275
Millea Holdings, Inc. sponsored ADR	1,865		66,599
National Atlantic Holdings Corp. Class A (a)	731		9,722
National Interstate Corp.	862		21,783
National Western Life Insurance Co. Class A	177		40,437
Navigators Group, Inc. (a)	627		29,011
Ohio Casualty Corp.	3,172		92,654
Philadelphia Consolidated Holdings Corp. (a)	3,294		146,748
PMA Capital Corp. Class A	1,857		16,472
Presidential Life Corp.	1,433		32,085
ProCentury Corp.	629		11,127
Quanta Capital Holdings Ltd. (a)	2,049		4,651
RAM Holdings Ltd.	1,178		16,445
Republic Companies Group, Inc.	473		9,663
Safety Insurance Group, Inc.	717		37,556
SeaBright Insurance Holdings, Inc. (a)	1,184		18,885
Selective Insurance Group, Inc.	1,382		76,729
Specialty Underwriters' Alliance, Inc. (a)	776		8,055
State Auto Financial Corp.	2,172		72,458
The Midland Co.	1,009		45,960
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - continued
Tower Group, Inc.	937		$ 30,865
United America Indemnity Ltd. Class A (a)	1,087		27,273
United Fire & Casualty Co.	1,472		51,962
Universal American Financial Corp. (a)	2,730		51,188
USI Holdings Corp. (a)	3,179		49,783
			2,554,340
Real Estate Investment Trusts - 0.1%
America First Apartment Investment, Inc.	776		14,558
Fieldstone Investment Corp.	1,600		8,992
Gladstone Commercial Corp.	882		17,719
Investors Real Estate Trust	1,872		19,020
Monmouth Real Estate Investment Corp. Class A	1,800		14,940
Origen Financial, Inc.	1,905		10,478
Vestin Realty Mortgage II, Inc.	1,209		8,439
			94,146
Real Estate Management & Development - 0.1%
Elbit Medical Imaging Ltd.	1,441		44,830
Eurotrust A/S sponsored ADR (a)	2,312		32,345
Housevalues, Inc. (a)	700		3,759
Move, Inc. (a)	8,334		46,170
Stratus Properties, Inc. (a)	335		10,228
Thomas Properties Group, Inc.	845		12,413
ZipRealty, Inc. (a)	624		4,842
			154,587
Thrifts & Mortgage Finance - 1.5%
Accredited Home Lenders Holding Co. (a)	1,227		36,356
American Bancorp of New Jersey, Inc.	850		10,370
Anchor BanCorp Wisconsin, Inc.	960		27,514
Atlantic Coast Federal Corp.	668		12,024
Bank Mutual Corp.	2,925		35,451
BankUnited Financial Corp. Class A	1,809		46,130
Benjamin Franklin Bancorp, Inc.	462		6,699
Berkshire Hills Bancorp, Inc.	353		11,907
Beverly Hills Bancorp, Inc.	596		5,173
Brookline Bancorp, Inc., Delaware	3,519		47,507
Brooklyn Federal Bancorp, Inc. (a)	773		9,894
Camco Financial Corp.	727		9,342
Capital Crossing Bank (a)	282		8,319
Capitol Federal Financial	3,628		135,252
CFS Bancorp, Inc.	485		6,940
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Charter Financial Corp., Georgia	864		$ 44,280
Citizens First Bancorp, Inc., Delaware	345		10,088
Citizens South Banking Corp., Delaware	637		8,122
City Bank Lynnwood, Washington	682		36,473
Clayton Holdings, Inc.	1,314		19,657
Clifton Savings Bancorp, Inc.	1,352		16,224
Coastal Financial Corp.	1,423		19,737
Cooperative Bankshares, Inc.	391		7,144
Corus Bankshares, Inc. (d)	2,517		56,406
Dime Community Bancshares, Inc.	1,218		17,137
ESB Financial Corp.	1,247		13,505
Fidelity Bankshares, Inc.	1,088		42,824
First Busey Corp.	1,177		27,777
First Defiance Financial Corp.	519		15,445
First Federal Bancshares of Arkansas, Inc.	569		13,758
First Financial Holdings, Inc.	712		26,785
First Financial Service Corp.	376		11,671
First Niagara Financial Group, Inc.	5,418		77,857
First PacTrust Bancorp, Inc.	595		16,571
First Place Financial Corp.	740		18,019
FirstBank NW Corp., Delaware	252		7,273
Flushing Financial Corp.	759		12,903
FMS Financial Corp.	631		19,813
Fox Chase Bancorp, Inc. (a)	558		7,667
Franklin Bank Corp.	1,290		25,310
Harbor Florida Bancshares, Inc.	1,001		43,614
Heritage Financial Group	814		13,521
HMN Financial, Inc.	448		15,187
Home Federal Bancorp, Inc., Delaware	612		10,637
Hudson City Bancorp, Inc.	26,904		357,016
ITLA Capital Corp.	290		15,376
K-Fed Bancorp	734		13,726
Kearny Financial Corp.	3,732		61,615
KNBT Bancorp, Inc.	1,288		21,638
Legacy Bancorp, Inc.	898		14,503
LSB Corp.	631		10,229
MAF Bancorp., Inc.	1,561		68,668
MASSBANK Corp.	367		12,008
MutualFirst Financial, Inc.	550		12,172
NASB Financial, Inc.	336		14,176
NetBank, Inc. (a)	3,997		18,306
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
NexCen Brands, Inc. (a)	2,467		$ 18,108
Northeast Community Bancorp, Inc. (a)	544		6,147
Northwest Bancorp, Inc.	2,640		72,574
OceanFirst Financial Corp.	531		11,746
Pamrapo Bancorp, Inc.	666		16,570
Parkvale Financial Corp.	256		7,987
Partners Trust Financial Group, Inc.	2,897		32,881
Pennfed Financial Services, Inc.	894		17,308
People's Bank, Connecticut	6,658		296,880
Provident Financial Holdings, Inc.	315		9,589
Provident New York Bancorp	1,578		24,017
Prudential Bancorp, Inc. of Pennsylvania	635		8,534
PSB Bancorp, Inc. (a)	759		12,303
Pulaski Financial Corp.	484		7,744
PVF Capital Corp.	500		5,150
Riverview Bancorp, Inc.	1,020		15,769
Rockville Financial, Inc.	725		12,158
Roma Financial Corp. (a)	1,235		19,624
Rome Bancorp, Inc.	1,067		13,839
Severn Bancorp, Inc.	616		11,704
SI Financial Group, Inc.	1,167		14,004
Synergy Financial Group, Inc., New Jersey	689		11,093
TierOne Corp.	794		24,765
Timberland Bancorp, Inc.	125		4,635
Triad Guaranty, Inc. (a)	669		35,992
Trustco Bank Corp., New York	3,050		34,374
United Community Financial Corp., Ohio	1,881		23,456
United Financial Bancorp, Inc.	906		13,028
United Western Bancorp, Inc. (a)	373		7,535
ViewPoint Financial Group (a)	1,624		27,608
Washington Federal, Inc.	4,286		99,607
Wauwatosa Holdings, Inc. (a)	1,226		21,725
Willow Financial Bancorp, Inc.	868		13,020
WSFS Financial Corp.	244		15,755
			2,650,945
TOTAL FINANCIALS			19,705,810
HEALTH CARE - 13.6%
Biotechnology - 7.0%
Aastrom Biosciences, Inc. (a)	3,712		5,011
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Acadia Pharmaceuticals, Inc. (a)	1,282		$ 12,000
Accentia Biopharmaceutical, Inc. (a)(d)	1,105		3,680
Achillion Pharmaceuticals, Inc. (a)	888		12,521
Acorda Therapeutics, Inc.	1,103		21,354
AEterna Zentaris, Inc. (sub. vtg.) (a)	3,891		20,544
Alexion Pharmaceuticals, Inc. (a)	1,518		65,699
Alkermes, Inc. (a)	4,738		71,923
Allos Therapeutics, Inc. (a)(d)	3,546		20,886
Alnylam Pharmaceuticals, Inc. (a)	1,694		36,370
Altus Pharmaceuticals, Inc.	700		12,817
Amgen, Inc. (a)	55,489		3,939,719
Amylin Pharmaceuticals, Inc. (a)	6,055		242,200
Anadys Pharmaceuticals, Inc. (a)	1,141		5,705
Angiotech Pharmaceuticals, Inc. (a)	4,579		39,288
Antigenics, Inc. (a)	2,149		4,556
Arena Pharmaceuticals, Inc. (a)	2,133		27,516
ARIAD Pharmaceuticals, Inc. (a)	1,982		10,643
ArQule, Inc. (a)	2,255		11,410
Array Biopharma, Inc. (a)	1,496		19,717
Avant Immunotherapeutics, Inc. (a)	3,213		4,691
AVI BioPharma, Inc. (a)(d)	1,700		6,171
Avigen, Inc. (a)	1,684		10,239
BioCryst Pharmaceuticals, Inc. (a)	1,263		14,436
Bioenvision, Inc. (a)	1,026		5,089
Biogen Idec, Inc. (a)	16,180		845,567
BioMarin Pharmaceutical, Inc. (a)	4,374		74,839
Biomira, Inc. (a)	3,163		4,302
Biopure Corp. Class A (a)	82		66
BioSphere Medical, Inc. (a)	967		6,605
Celgene Corp. (a)	17,584		979,956
Cell Genesys, Inc. (a)	1,539		5,971
Cell Therapeutics, Inc. (a)(d)	5,150		9,373
Cephalon, Inc. (a)	2,800		209,608
Cepheid, Inc. (a)	2,210		20,862
Coley Pharmaceutical Group, Inc. (a)	925		10,647
Combinatorx, Inc.	1,079		9,787
Cotherix, Inc. (a)	1,041		13,897
Critical Therapeutics, Inc. (a)(d)	1,487		2,900
Crucell NV sponsored ADR (a)	512		12,349
Cubist Pharmaceuticals, Inc. (a)	2,325		47,337
CuraGen Corp. (a)	1,634		7,157
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Curis, Inc. (a)	1,951		$ 3,005
CV Therapeutics, Inc. (a)	3,286		39,366
Cyclacel Pharmaceuticals, Inc. (a)	1,970		11,820
Cytokinetics, Inc. (a)	2,756		20,808
CytRx Corp. (a)	3,894		6,425
deCODE genetics, Inc. (a)	1,985		8,595
Dendreon Corp. (a)	3,036		13,055
Digene Corp. (a)	1,205		61,576
DUSA Pharmaceuticals, Inc. (a)	923		4,984
Dyax Corp. (a)	782		2,487
Dynavax Technologies Corp. (a)	1,807		16,968
Encysive Pharmaceuticals, Inc. (a)(d)	2,504		15,124
EntreMed, Inc. (a)	4,673		9,299
Enzon Pharmaceuticals, Inc. (a)	2,870		23,907
Exact Sciences Corp. (a)	1,230		2,669
Favrille, Inc. (a)(d)	1,560		4,477
Forbes Medi-Tech, Inc. (a)	1,040		2,122
Genaera Corp. (a)	2,470		914
Genelabs Technologies, Inc. (a)	713		1,262
Genitope Corp. (a)(d)	1,205		4,314
Genomic Health, Inc. (a)	900		17,001
Genta, Inc. (a)	2,036		1,629
Gentium Spa sponsored ADR (a)	725		12,332
GenVec, Inc. (a)	3,656		4,862
Genzyme Corp. (a)	12,341		794,760
Geron Corp. (a)(d)	2,779		22,037
Gilead Sciences, Inc. (a)	21,580		1,422,554
GTx, Inc. (a)	2,303		35,512
Hana Biosciences, Inc. (a)(d)	1,626		11,219
Human Genome Sciences, Inc. (a)	6,500		81,380
ICOS Corp. (a)	2,985		96,386
Idenix Pharmaceuticals, Inc. (a)(d)	2,306		21,676
ImClone Systems, Inc. (a)	4,082		122,052
ImmunoGen, Inc. (a)	2,035		11,172
Immunomedics, Inc. (a)	1,704		4,345
Incyte Corp. (a)	6,099		31,959
Indevus Pharmaceuticals, Inc. (a)	3,963		29,881
Infinity Pharmaceuticals, Inc. (a)	762		10,737
Inhibitex, Inc. (a)	1,533		2,667
Insmed, Inc. (a)	5,357		9,107
InterMune, Inc. (a)	1,746		37,364
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Introgen Therapeutics, Inc. (a)(d)	1,380		$ 6,169
Isis Pharmaceuticals, Inc. (a)	3,167		32,335
Keryx Biopharmaceuticals, Inc. (a)	1,694		23,377
Kosan Biosciences, Inc. (a)	755		4,002
La Jolla Pharmaceutical Co. (a)	3,934		13,061
Lexicon Genetics, Inc. (a)	5,575		20,683
Ligand Pharmaceuticals, Inc. Class B (a)	3,655		39,182
MannKind Corp. (a)(d)	2,633		43,181
Marshall Edwards, Inc. (a)(d)	1,945		6,068
Martek Biosciences (a)(d)	1,765		43,243
Maxygen, Inc. (a)	2,330		20,737
Medarex, Inc. (a)	5,999		80,927
MedImmune, Inc. (a)	11,252		367,828
Memory Pharmaceuticals Corp. (a)	4,800		12,000
Metabasis Therapeutics, Inc. (a)	1,518		11,461
Micromet, Inc. (a)	415		793
Millennium Pharmaceuticals, Inc. (a)	14,875		167,344
Momenta Pharmaceuticals, Inc. (a)	1,763		30,553
Monogram Biosciences, Inc. (a)	6,461		10,854
Myriad Genetics, Inc. (a)	1,843		56,027
Nabi Biopharmaceuticals (a)	3,990		28,169
Neopharm, Inc. (a)	731		5,344
Neose Technologies, Inc. (a)	1,126		2,792
Neurochem, Inc. (a)(d)	2,029		51,505
Neurocrine Biosciences, Inc. (a)	2,477		22,887
Neurogen Corp. (a)	1,639		8,867
Northfield Laboratories, Inc. (a)(d)	1,696		26,017
Novacea, Inc.	1,052		7,385
Novavax, Inc. (a)(d)	2,057		10,285
NPS Pharmaceuticals, Inc. (a)	3,631		18,591
Nuvelo, Inc. (a)	2,576		49,485
Nymox Pharmaceutical Corp. (a)	1,810		6,172
Omrix Biopharmaceuticals, Inc.	883		26,119
Oncolytics Biotech, Inc. (a)	1,142		2,230
ONYX Pharmaceuticals, Inc. (a)	1,959		34,283
Orchid Cellmark, Inc. (a)	1,015		3,268
Origin Agritech Ltd. (a)	627		7,693
Orthologic Corp. (a)	1,251		1,701
Oscient Pharmaceuticals Corp. (a)	769		4,537
OSI Pharmaceuticals, Inc. (a)	2,589		94,965
Osiris Therapeutics, Inc. (d)	1,053		22,334
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
OXiGENE, Inc. (a)	1,607		$ 7,681
Panacos Pharmaceuticals, Inc. (a)	3,400		22,032
PDL BioPharma, Inc. (a)	5,279		119,886
Peregrine Pharmaceuticals, Inc. (a)	16,220		20,113
Pharmacopeia Drug Discovery, Inc. (a)	368		1,509
Pharmacyclics, Inc. (a)	1,146		6,475
Pharmion Corp. (a)	1,827		45,237
Poniard Pharmaceuticals, Inc. (a)	1,760		12,197
PRAECIS Pharmaceuticals, Inc. (a)	354		690
Progenics Pharmaceuticals, Inc. (a)	1,445		39,564
QLT, Inc. (a)	4,361		37,766
Regeneron Pharmaceuticals, Inc. (a)	2,370		50,979
Renovis, Inc. (a)	1,133		3,626
Rigel Pharmaceuticals, Inc. (a)	2,099		23,068
Sangamo Biosciences, Inc. (a)	2,130		16,848
Savient Pharmaceuticals, Inc. (a)	2,981		34,788
SciClone Pharmaceuticals, Inc. (a)	1,927		4,779
Seattle Genetics, Inc. (a)	1,337		7,340
Senomyx, Inc. (a)	1,884		25,359
SIGA Technologies, Inc. (a)	2,219		7,323
Sirna Therapeutics, Inc. (a)(d)	3,097		39,889
Solexa, Inc. (a)(d)	1,429		17,520
Sonus Pharmaceuticals, Inc. (a)	1,497		8,757
StemCells, Inc. (a)	2,240		6,675
Sunesis Pharmaceuticals, Inc. (a)	1,761		8,136
Tanox, Inc. (a)	2,549		50,037
Targacept, Inc.	1,419		10,643
Telik, Inc. (a)(d)	2,715		46,182
Tercica, Inc. (a)	2,496		12,280
Threshold Pharmaceuticals, Inc. (a)	1,985		5,697
TorreyPines Therapeutics, Inc. (a)	277		1,753
Trimeris, Inc. (a)	1,603		18,451
Trubion Pharmaceuticals, Inc.	854		16,414
United Therapeutics Corp. (a)	930		54,145
Vanda Pharmaceuticals, Inc.	1,657		24,756
Vasogen, Inc. (a)	1,722		668
Vertex Pharmaceuticals, Inc. (a)	5,772		255,700
ViaCell, Inc. (a)	1,828		9,049
Vical, Inc. (a)	1,765		11,349
Vion Pharmaceuticals, Inc. (a)	2,003		3,305
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
XOMA Ltd. (a)	8,572		$ 19,458
Zymogenetics, Inc. (a)	3,440		54,042
			12,505,837
Health Care Equipment & Supplies - 2.2%
Abaxis, Inc. (a)	1,298		25,064
Abiomed, Inc. (a)	1,898		24,048
Adeza Biomedical Corp. (a)	684		10,465
Aksys Ltd.	1,312		708
Align Technology, Inc. (a)	2,701		35,464
Alphatec Holdings, Inc.	1,065		4,292
American Medical Systems Holdings, Inc. (a)	3,657		62,937
Analogic Corp.	575		30,418
Angiodynamics, Inc. (a)	1,084		22,688
Anika Therapeutics, Inc. (a)	525		6,626
Arrow International, Inc.	2,007		70,125
ArthroCare Corp. (a)	1,415		58,963
Aspect Medical Systems, Inc. (a)	1,014		19,225
Atricure, Inc. (a)	695		6,950
Atrion Corp.	134		10,051
BioLase Technology, Inc. (a)	592		5,103
Biomet, Inc.	11,508		435,117
Biosite, Inc. (a)	731		35,687
Candela Corp. (a)	1,339		17,675
Cardiac Science Corp. (a)	1,773		14,468
Cardiodynamics International Corp. (a)	1,574		1,306
Cerus Corp. (a)	1,646		12,806
China Medical Technologies, Inc. sponsored ADR (a)	1,110		27,850
Cholestech Corp. (a)	816		14,998
Clinical Data, Inc. (a)	468		7,825
Conceptus, Inc. (a)	1,695		38,866
CONMED Corp. (a)	1,180		26,113
Conor Medsystems, Inc. (a)	1,852		59,857
Cutera, Inc. (a)	521		14,661
Cyberonics, Inc. (a)	1,499		36,576
Cynosure, Inc. Class A	715		12,019
Cytyc Corp. (a)	5,360		140,539
Dade Behring Holdings, Inc.	3,966		150,153
Datascope Corp.	626		21,209
DENTSPLY International, Inc.	7,118		227,278
DexCom, Inc. (a)	1,171		13,185
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
E-Z-EM, Inc. (a)	876		$ 14,612
Electro-Optical Sciences, Inc. (a)	1,612		12,509
Endologix, Inc. (a)	1,944		7,115
EPIX Pharmaceuticals, Inc. (a)	1,392		6,417
ev3, Inc. (a)	2,664		44,196
Exactech, Inc. (a)	534		7,487
Foxhollow Technologies, Inc. (a)	1,241		32,874
Gen-Probe, Inc. (a)	2,505		122,094
Given Imaging Ltd. (a)	1,505		33,396
Hansen Medical, Inc.	1,614		20,530
HealthTronics, Inc. (a)	1,523		10,235
Hologic, Inc. (a)	2,480		124,074
Home Diagnostics, Inc.	835		9,770
I-Flow Corp. (a)	1,516		21,876
ICU Medical, Inc. (a)	598		24,165
IDEXX Laboratories, Inc. (a)	1,445		122,319
Immucor, Inc. (a)	3,222		86,672
Integra LifeSciences Holdings Corp. (a)	1,328		54,992
IntraLase Corp. (a)	1,053		22,113
Intuitive Surgical, Inc. (a)	1,709		173,669
IRIS International, Inc. (a)	690		6,196
Kensey Nash Corp. (a)	550		16,874
Kyphon, Inc. (a)	2,034		68,688
LeMaitre Vascular, Inc. (a)	2,056		11,945
LifeCell Corp. (a)	1,838		40,087
Lifecore Biomedical, Inc. (a)	614		10,616
Medical Action Industries, Inc. (a)	495		15,553
Meridian Bioscience, Inc.	1,500		36,495
Merit Medical Systems, Inc. (a)	1,302		20,845
Microtek Medical Holdings, Inc. (a)	1,585		6,356
Micrus Endovascular Corp. (a)	653		12,851
National Dentex Corp. (a)	337		6,015
Natus Medical, Inc. (a)	1,461		23,756
Neogen Corp. (a)	709		14,414
NeuroMetrix, Inc. (a)	497		9,070
NMT Medical, Inc. (a)	513		7,464
Northstar Neuroscience, Inc.	1,641		19,807
NUCRYST Pharmaceuticals Corp.	862		4,051
Nutraceutical International Corp. (a)	719		10,900
NuVasive, Inc. (a)	1,853		42,619
NxStage Medical, Inc. (a)	2,124		18,967
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
OccuLogix, Inc. (a)(d)	1,709		$ 3,179
OraSure Technologies, Inc. (a)	2,902		24,986
Orthofix International NV (a)	646		28,095
Orthovita, Inc. (a)	3,496		11,642
Osteotech, Inc. (a)	1,235		6,953
Palomar Medical Technologies, Inc. (a)	808		40,360
PolyMedica Corp.	1,048		41,469
Possis Medical, Inc. (a)	574		7,072
Quidel Corp. (a)	1,589		21,626
Regeneration Technologies, Inc. (a)	856		5,110
Respironics, Inc. (a)	3,405		122,784
Rita Medical Systems, Inc. (a)	2,095		9,302
Rochester Medical Corp. (a)	1,200		13,800
Shamir Optical Industry Ltd. (a)	707		6,222
Sirona Dental Systems, Inc.	2,699		99,755
Somanetics Corp. (a)	471		9,133
Sonic Innovations, Inc. (a)	1,373		7,208
SonoSite, Inc. (a)	970		30,992
Staar Surgical Co. (a)	832		5,832
Stereotaxis, Inc. (a)	2,207		21,871
SurModics, Inc. (a)	854		28,848
Synergetics USA, Inc. (a)	1,175		4,571
Syneron Medical Ltd. (a)	1,227		28,454
Synovis Life Technologies, Inc. (a)	230		1,898
The Spectranetics Corp. (a)	1,041		11,347
Thermogenesis Corp. (a)	4,407		21,154
Thoratec Corp. (a)	2,383		35,102
Trinity Biotech PLC sponsored ADR (a)	2,028		18,394
TriPath Imaging, Inc. (a)	2,792		25,714
Utah Medical Products, Inc.	500		16,990
Vascular Solutions, Inc. (a)	1,180		8,496
Vital Signs, Inc.	650		35,874
Vnus Medical Technologies, Inc. (a)	439		3,345
Volcano Corp.	1,223		21,757
Wright Medical Group, Inc. (a)	1,694		40,537
Young Innovations, Inc.	390		13,923
Zoll Medical Corp. (a)	577		29,923
			3,919,717
Health Care Providers & Services - 1.4%
Air Methods Corp. (a)	370		9,720
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Allied Healthcare International, Inc. (a)	1,897		$ 3,984
Allion Healthcare, Inc. (a)	696		4,106
Amedisys, Inc. (a)	644		25,225
America Service Group, Inc. (a)	530		8,432
American Dental Partners, Inc. (a)	487		8,630
AmSurg Corp. (a)	1,724		35,394
Bio-Reference Laboratories, Inc. (a)	768		18,670
BioScrip, Inc. (a)	895		2,936
Chindex International, Inc. (a)	642		12,198
Corvel Corp. (a)	577		33,039
Cross Country Healthcare, Inc. (a)	1,487		29,517
Dialysis Corp. of America (a)	301		4,009
Express Scripts, Inc. (a)	6,496		443,027
Genesis HealthCare Corp. (a)	1,088		50,374
Gentiva Health Services, Inc. (a)	964		15,463
Health Grades, Inc. (a)	1,360		6,501
HealthExtras, Inc. (a)	1,922		41,092
Healthways, Inc. (a)	1,586		72,908
Henry Schein, Inc. (a)	4,082		210,345
HMS Holdings Corp. (a)	1,151		15,941
Horizon Health Corp. (a)	524		8,384
Hythiam, Inc. (a)(d)	1,433		10,848
InVentiv Health, Inc. (a)	1,512		45,829
LCA-Vision, Inc.	1,187		41,782
LHC Group, Inc. (a)	705		19,507
LifePoint Hospitals, Inc. (a)	2,932		101,770
Lincare Holdings, Inc. (a)	4,460		168,008
Magellan Health Services, Inc. (a)	1,686		74,150
Matria Healthcare, Inc. (a)	1,238		36,212
Medcath Corp. (a)	881		22,800
MWI Veterinary Supply, Inc. (a)	434		14,899
National Medical Health Card Systems, Inc. (a)	330		3,330
National Research Corp.	370		9,098
NationsHealth, Inc. (a)	1,400		2,646
Nighthawk Radiology Holdings, Inc.	1,452		31,552
NovaMed Eyecare, Inc. (a)	1,179		8,241
Odyssey Healthcare, Inc. (a)	1,312		16,243
Option Care, Inc.	2,087		29,385
Patterson Companies, Inc. (a)	6,531		242,365
PDI, Inc. (a)	594		6,059
Pediatric Services of America, Inc. (a)	991		12,546
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Providence Service Corp. (a)	853		$ 22,784
PSS World Medical, Inc. (a)	3,521		73,730
Psychiatric Solutions, Inc. (a)	2,664		96,943
QMed, Inc. (a)	603		2,762
Radiation Therapy Services, Inc. (a)	1,013		33,287
ResCare, Inc. (a)	1,516		27,879
Rotech Healthcare, Inc. (a)(d)	695		1,084
Rural/Metro Corp. (a)	909		7,799
Sun Healthcare Group, Inc. (a)	1,059		10,685
Symbion, Inc. (a)	887		15,744
TLC Vision Corp. (a)	4,732		20,679
U.S. Physical Therapy, Inc. (a)	574		6,727
United Surgical Partners International, Inc. (a)	2,030		51,664
VCA Antech, Inc. (a)	4,015		129,444
Visicu, Inc.	2,311		23,110
VistaCare, Inc. Class A (a)	1,578		17,689
			2,499,175
Health Care Technology - 0.4%
Allscripts Healthcare Solutions, Inc. (a)	2,679		74,798
AMICAS, Inc. (a)	2,483		6,828
Cerner Corp. (a)	3,633		174,638
Computer Programs & Systems, Inc.	414		14,904
Dendrite International, Inc. (a)	1,871		19,646
Eclipsys Corp. (a)	2,621		55,487
Emageon, Inc. (a)	1,549		24,815
Emdeon Corp. (a)	13,217		156,621
Merge Technologies, Inc. (a)	930		5,664
Omnicell, Inc. (a)	1,262		23,726
Per-Se Technologies, Inc. (a)	2,089		57,594
Phase Forward, Inc. (a)	1,828		27,329
Systems Xcellence, Inc. (a)	785		14,235
TriZetto Group, Inc. (a)	2,265		39,162
Vital Images, Inc. (a)	671		21,653
WebMD Health Corp. Class A (a)(d)	272		9,936
			727,036
Life Sciences Tools & Services - 0.8%
Acacia Research Corp. - CombiMatrix (a)	1,427		1,427
Accelrys, Inc. (a)	737		4,466
Advanced Magnetics, Inc. (a)	565		31,482
Affymetrix, Inc. (a)	3,351		84,780
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Albany Molecular Research, Inc. (a)	1,520		$ 16,872
BioVeris Corp. (a)	1,519		14,598
Bruker BioSciences Corp. (a)	5,167		39,941
Caliper Life Sciences, Inc. (a)	1,195		6,728
Ciphergen Biosystems, Inc. (a)	1,078		1,132
Compugen Ltd. (a)	1,757		5,218
Dionex Corp. (a)	966		55,555
Diversa Corp. (a)	2,561		29,144
Draxis Health, Inc. (a)	1,236		6,191
eResearchTechnology, Inc. (a)	3,519		22,592
Exelixis, Inc. (a)	4,159		35,851
Gene Logic, Inc. (a)	1,810		2,715
Harvard Bioscience, Inc. (a)	973		4,466
ICON PLC sponsored ADR	1,156		42,980
Illumina, Inc. (a)	2,033		78,331
Immunicon Corp. (a)	1,388		5,066
Invitrogen Corp. (a)	2,226		122,475
Kendle International, Inc. (a)	567		19,862
Luminex Corp. (a)	1,247		15,974
Medtox Scientific, Inc. (a)	1,001		13,243
Molecular Devices Corp. (a)	603		12,729
Nanogen, Inc. (a)	940		1,908
Nektar Therapeutics (a)	4,545		75,038
PAREXEL International Corp. (a)	1,314		36,490
Pharmaceutical Product Development, Inc.	5,481		173,145
PharmaNet Development Group, Inc. (a)	1,096		24,945
PRA International (a)	950		27,512
QIAGEN NV (a)	6,668		97,286
Sequenom, Inc. (a)	3,513		18,724
Stratagene Corp.	589		4,311
Techne Corp. (a)	1,707		91,785
Third Wave Technologies, Inc. (a)	1,721		8,536
Varian, Inc. (a)	1,384		61,007
Ventana Medical Systems, Inc. (a)	1,638		68,943
			1,363,448
Pharmaceuticals - 1.8%
Abraxis BioScience, Inc. (a)	7,787		208,847
Acusphere, Inc. (a)	1,243		3,592
Adams Respiratory Therapeutics, Inc. (a)	1,709		67,283
Adolor Corp. (a)	1,931		15,139
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Advancis Pharmaceutical Corp. (a)	1,591		$ 6,205
Alexza Pharmaceuticals, Inc.	730		6,103
Amarin Corp. PLC sponsored ADR (a)	2,701		6,347
Anesiva, Inc. (a)	2,189		14,491
Aspreva Pharmaceuticals Corp. (a)	1,679		33,362
Atherogenics, Inc. (a)(d)	2,323		28,666
Auxilium Pharmaceuticals, Inc. (a)	1,496		24,953
AVANIR Pharmaceuticals Class A (a)(d)	1,525		4,346
Axcan Pharma, Inc. (a)	2,566		38,105
Barrier Therapeutics, Inc. (a)	1,043		7,666
Beijing Medical-Pharm Corp. (a)	2,286		13,122
BioMimetics Therapeutics, Inc.	903		9,572
Cadence Pharmaceuticals, Inc.	1,375		18,219
Cardiome Pharma Corp. (a)	2,222		25,797
CNS., Inc.	675		25,191
Collagenex Pharmaceuticals, Inc. (a)	681		8,962
Columbia Laboratories, Inc. (a)	1,899		8,204
Connetics Corp. (a)	1,968		34,164
Cypress Bioscience, Inc. (a)	1,387		12,011
DepoMed, Inc. (a)	1,263		4,269
Discovery Laboratories, Inc. (a)	2,549		5,404
Durect Corp. (a)	2,421		11,330
Emisphere Technologies, Inc. (a)(d)	1,366		7,417
Endo Pharmaceuticals Holdings, Inc. (a)	6,190		167,811
Epicept Corp. (a)	147		235
Flamel Technologies SA sponsored ADR (a)	1,313		36,711
Generex Biotechnology Corp. (a)	5,909		12,468
Hi-Tech Pharmacal Co., Inc. (a)	462		6,584
Hollis-Eden Pharmaceuticals, Inc. (a)	580		3,184
Inspire Pharmaceuticals, Inc. (a)	1,281		6,098
Ista Pharmaceuticals, Inc. (a)	753		4,827
Kos Pharmaceuticals, Inc. (a)	2,218		172,405
Labopharm, Inc. (a)	3,695		21,645
Matrixx Initiatives, Inc. (a)	372		7,276
Medicines Co. (a)	2,401		68,549
MGI Pharma, Inc. (a)	3,956		75,045
Nastech Pharmaceutical Co., Inc. (a)	1,139		21,231
New River Pharmaceuticals, Inc. (a)	1,854		90,994
Nexmed, Inc. (a)	672		329
NitroMed, Inc. (a)	982		2,121
Noven Pharmaceuticals, Inc. (a)	899		21,315
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Novogen Ltd. sponsored ADR (a)	97		$ 970
Pain Therapeutics, Inc. (a)	3,006		25,731
Penwest Pharmaceuticals Co. (a)	1,484		25,510
Perrigo Co.	4,258		71,322
Pharmos Corp. (a)	462		827
Pozen, Inc. (a)	1,285		21,113
Quigley Corp. (a)	1,566		11,902
Replidyne, Inc. (a)	1,754		10,770
Salix Pharmaceuticals Ltd. (a)	2,714		38,132
Santarus, Inc. (a)(d)	3,045		22,868
Sciele Pharma, Inc. (a)	1,953		44,157
Sepracor, Inc. (a)	5,126		286,082
Shire PLC sponsored ADR	2,401		145,501
Somaxon Pharmaceuticals, Inc.	769		10,028
Spectrum Pharmaceuticals, Inc. (a)	2,018		10,595
SuperGen, Inc. (a)	2,381		11,310
Taro Pharmaceutical Industries Ltd. (a)(d)	1,220		12,237
Teva Pharmaceutical Industries Ltd. sponsored ADR	28,456		912,299
ViroPharma, Inc. (a)	3,623		55,830
Vivus, Inc. (a)	2,040		8,282
Warner Chilcott Ltd.	12,138		167,626
Westaim Corp. (a)	3,289		5,990
Xenoport, Inc. (a)	985		26,418
Zila, Inc. (a)	3,259		8,702
			3,301,797
TOTAL HEALTH CARE			24,317,010
INDUSTRIALS - 5.7%
Aerospace & Defense - 0.2%
Applied Signal Technology, Inc.	561		8,886
Argon ST, Inc. (a)	860		19,496
Astronics Corp. (a)	755		13,062
BE Aerospace, Inc. (a)	3,910		102,481
Ceradyne, Inc. (a)	1,410		74,476
Elbit Systems Ltd. (d)	2,078		68,532
Essex Corp. (a)	888		21,143
Herley Industries, Inc. (a)	746		12,040
Innovative Solutions & Support, Inc. (a)	567		8,936
Ionatron, Inc. (d)	2,941		11,440
Ladish Co., Inc. (a)	750		25,305
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Aerospace & Defense - continued
LMI Aerospace, Inc. (a)	448		$ 7,674
MTC Technologies, Inc. (a)	622		16,228
Sypris Solutions, Inc.	676		5,043
Taser International, Inc. (a)(d)	3,257		27,619
			422,361
Air Freight & Logistics - 0.7%
ABX Air, Inc. (a)	3,839		24,301
Atlas Air Worldwide Holdings, Inc. (a)	1,062		44,986
C.H. Robinson Worldwide, Inc.	7,961		350,284
Dynamex, Inc. (a)	596		13,738
EGL, Inc. (a)	1,809		57,779
Expeditors International of Washington, Inc.	10,035		453,983
Forward Air Corp.	1,261		41,991
Hub Group, Inc. Class A	1,704		48,632
Pacer International, Inc.	1,724		51,634
Park-Ohio Holdings Corp. (a)	439		7,318
UTI Worldwide, Inc.	4,510		134,398
			1,229,044
Airlines - 0.4%
Frontier Airlines Holdings, Inc. (a)	1,453		11,915
JetBlue Airways Corp. (a)(d)	8,391		114,621
MAIR Holdings, Inc. (a)	1,544		8,816
Mesa Air Group, Inc. (a)	2,636		21,536
Pinnacle Airlines Corp. (a)	841		8,267
Republic Airways Holdings, Inc. (a)	1,879		32,450
Ryanair Holdings PLC sponsored ADR (a)(d)	2,770		212,154
SkyWest, Inc.	3,266		82,434
UAL Corp. (a)	5,157		209,271
			701,464
Building Products - 0.1%
Aaon, Inc.	568		15,859
American Woodmark Corp.	798		31,114
Apogee Enterprises, Inc.	1,220		20,923
Builders FirstSource, Inc. (a)	2,105		35,027
Insteel Industries, Inc.	1,270		24,435
PGT, Inc.	1,123		12,858
PW Eagle, Inc. (d)	493		16,831
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Building Products - continued
Quixote Corp.	489		$ 9,408
Universal Forest Products, Inc.	846		39,457
			205,912
Commercial Services & Supplies - 1.4%
51job, Inc. sponsored ADR (a)	198		3,465
Advisory Board Co. (a)	1,014		56,247
American Ecology Corp.	1,049		21,924
APAC Customer Services, Inc. (a)	2,411		7,040
Arrowhead Research Corp. (a)	1,920		9,120
Barrett Business Services, Inc. (a)	449		10,776
Casella Waste Systems, Inc. Class A (a)	817		8,913
CECO Environmental Corp. (a)	1,050		9,398
Cintas Corp.	7,538		318,104
Clean Harbors, Inc.	1,021		43,627
Comsys IT Partners, Inc. (a)	927		17,066
Copart, Inc. (a)	4,283		129,389
Corporate Executive Board Co.	1,812		171,451
CoStar Group, Inc. (a)	996		49,113
CRA International, Inc. (a)	570		29,429
Danka Business Systems PLC sponsored ADR (a)	836		1,204
Diamond Management & Technology Consultants, Inc.	1,123		12,521
Exponent, Inc. (a)	884		15,753
First Advantage Corp. Class A (a)	418		8,017
First Consulting Group, Inc. (a)	1,495		18,598
FirstService Corp. (sub. vtg.) (a)	1,234		29,606
Fuel Tech, Inc. (a)	842		20,528
G&K Services, Inc. Class A	958		37,927
GeoEye, Inc. (a)	693		13,853
Healthcare Services Group, Inc.	1,382		34,550
Heidrick & Struggles International, Inc. (a)	758		31,715
Herman Miller, Inc.	3,121		109,578
Hill International, Inc. (a)	1,485		9,905
Hudson Highland Group, Inc. (a)	1,554		27,739
Huron Consulting Group, Inc. (a)	752		30,937
ICF International, Inc.	519		9,025
ICT Group, Inc. (a)	936		31,384
Innerworkings, Inc.	2,410		40,295
Integrated Alarm Services Group, Inc. (a)	634		1,896
Intersections, Inc. (a)	441		4,507
Kelly Services, Inc. Class A (non-vtg.)	1,568		45,692
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Kenexa Corp. (a)	1,120		$ 34,552
Kforce, Inc. (a)	2,039		27,139
Layne Christensen Co. (a)	643		19,798
Learning Tree International, Inc. (a)	1,097		10,005
LECG Corp. (a)	1,580		28,898
McGrath RentCorp.	1,132		35,658
Mobile Mini, Inc. (a)	1,580		43,387
Monster Worldwide, Inc. (a)	5,782		252,384
Multi-Color Corp.	334		11,262
On Assignment, Inc. (a)	1,390		15,179
PeopleSupport, Inc. (a)	1,045		23,178
Perma-Fix Environmental Services, Inc. (a)	2,601		5,202
RCM Technologies, Inc. (a)	1,992		12,291
Resources Connection, Inc. (a)	2,240		65,027
School Specialty, Inc. (a)	1,009		37,383
Standard Parking Corp. (a)	633		23,940
Stericycle, Inc. (a)	2,043		147,954
Synagro Technologies, Inc.	2,757		12,489
Taleo Corp. Class A (a)	824		10,696
Teletech Holdings, Inc. (a)	3,136		70,811
Tetra Tech, Inc. (a)	2,922		50,989
Thomas Group	587		7,701
TRM Corp. (a)	430		619
United Stationers, Inc. (a)	1,365		63,309
Waste Industries USA, Inc.	1,018		30,581
Waste Services, Inc. (a)	1,458		14,259
WCA Waste Corp. (a)	2,105		13,556
			2,488,539
Construction & Engineering - 0.2%
Foster Wheeler Ltd. (a)	3,221		173,934
Insituform Technologies, Inc. Class A (a)	1,365		35,108
Integrated Electrical Services, Inc. (a)	652		10,236
KHD Humboldt Wedag International Ltd. (a)	759		31,119
Modtech Holdings, Inc. (a)	1,009		4,944
Sterling Construction Co., Inc. (a)	341		8,201
Washington Group International, Inc.	1,416		83,232
			346,774
Electrical Equipment - 0.6%
Active Power, Inc. (a)	2,586		6,930
American Power Conversion Corp.	8,966		272,118
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Electrical Equipment - continued
American Superconductor Corp. (a)(d)	1,535		$ 16,133
Canadian Solar, Inc.	1,100		13,288
Capstone Turbine Corp. (a)(d)	3,505		4,767
China BAK Battery, Inc. (a)	3,333		24,764
Deswell Industries, Inc.	609		6,614
Distributed Energy Systems Corp. (a)	1,083		4,516
Encore Wire Corp. (d)	1,157		28,532
Energy Conversion Devices, Inc. (a)	1,796		68,571
Evergreen Solar, Inc. (a)(d)	3,457		31,943
First Solar, Inc.	3,253		92,060
Franklin Electric Co., Inc.	998		51,716
FuelCell Energy, Inc. (d)	2,199		14,337
Genlyte Group, Inc. (a)	1,389		117,871
Hoku Scientific, Inc. (a)	796		2,555
Hydrogenics Corp. (a)	3,294		4,908
II-VI, Inc. (a)	1,568		40,486
LSI Industries, Inc.	1,131		19,329
Medis Technologies Ltd. (a)(d)	1,387		28,017
Microvision, Inc. (a)	1,063		2,774
Plug Power, Inc. (a)	2,703		10,974
Powell Industries, Inc. (a)	482		11,505
Power-One, Inc. (a)	3,532		25,854
Preformed Line Products Co.	259		8,384
Superior Essex, Inc. (a)	830		29,382
Ultralife Batteries, Inc. (a)	686		7,059
Valence Technology, Inc. (a)(d)	2,374		5,128
Vicor Corp.	1,288		15,791
Woodward Governor Co.	1,828		69,811
			1,036,117
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	970		27,073
Machinery - 1.0%
3D Systems Corp. (a)(d)	683		9,815
A.S.V., Inc. (a)(d)	1,701		25,413
American Railcar Industries, Inc.	997		31,974
American Science & Engineering, Inc. (a)	467		29,626
Astec Industries, Inc. (a)	1,059		36,070
Axsys Technologies, Inc. (a)	558		9,458
Basin Water, Inc.	502		3,514
Bucyrus International, Inc. Class A	1,630		69,601
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Machinery - continued
Chart Industries, Inc.	1,692		$ 24,974
Columbus McKinnon Corp. (NY Shares) (a)	1,217		28,271
Commercial Vehicle Group, Inc. (a)	1,291		30,209
Dynamic Materials Corp.	432		12,442
Flanders Corp. (a)	1,144		11,314
Flow International Corp. (a)	2,138		23,710
FreightCar America, Inc.	549		30,250
Gehl Co. (a)	645		17,454
Hardinge, Inc.	423		6,590
Hurco Companies, Inc. (a)	280		7,210
Joy Global, Inc.	5,525		242,548
K-Tron International, Inc. (a)	110		7,365
L.B. Foster Co. Class A (a)	446		10,191
Lincoln Electric Holdings, Inc.	1,998		121,578
MFRI, Inc. (a)	600		12,318
Middleby Corp. (a)	355		36,033
Nordson Corp.	1,712		82,672
Omega Flex, Inc. (a)	414		8,363
PACCAR, Inc.	11,758		767,797
Portec Rail Products, Inc.	692		7,266
RBC Bearings, Inc. (a)	1,180		34,291
Sun Hydraulics Corp.	516		10,795
Tecumseh Products Co.:
Class A (non-vtg.) (a)	517		8,381
Class B (a)	262		4,166
TurboChef Technologies, Inc. (a)(d)	1,655		23,981
Twin Disc, Inc.	227		8,011
Volvo AB sponsored ADR	588		38,202
			1,831,853
Marine - 0.2%
Alexander & Baldwin, Inc.	2,127		93,907
American Commercial Lines, Inc. (a)	1,423		98,671
Aries Maritime Transport Ltd.	1,020		10,006
DryShips, Inc.	1,839		29,424
Eagle Bulk Shipping, Inc. (d)	2,089		34,865
Genco Shipping & Trading Ltd.	1,024		24,320
Navios Maritime Holdings, Inc.	1,800		9,504
Omega Navigation Enterprises, Inc. Class A	751		11,828
Quintana Maritime Ltd. (d)	2,920		30,777
Stolt-Nielsen SA Class B sponsored ADR	1,536		47,155
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Marine - continued
TBS International Ltd. Class A (a)	745		$ 6,184
The Cronos Group	752		11,476
Ultrapetrol (Bahamas) Ltd.	1,325		15,317
			423,434
Road & Rail - 0.6%
AMERCO (a)	1,077		93,537
Arkansas Best Corp.	1,076		40,780
Celadon Group, Inc. (a)	1,014		18,779
Covenant Transport, Inc. Class A (a)	611		7,411
Frozen Food Express Industries, Inc.	698		5,933
Heartland Express, Inc.	4,452		68,694
J.B. Hunt Transport Services, Inc.	6,636		145,262
Landstar System, Inc.	2,618		117,915
Marten Transport Ltd. (a)	1,029		18,841
Old Dominion Freight Lines, Inc. (a)	1,936		51,904
P.A.M. Transportation Services, Inc. (a)	668		16,025
Patriot Transportation Holding, Inc. (a)	115		10,579
Quality Distribution, Inc. (a)	1,569		20,930
Saia, Inc. (a)	638		15,816
Swift Transportation Co., Inc. (a)	3,673		104,203
U.S. Xpress Enterprises, Inc. Class A (a)	842		14,676
Universal Truckload Services, Inc. (a)	990		23,602
USA Truck, Inc. (a)	550		10,599
Vitran Corp., Inc. (a)	474		7,963
Werner Enterprises, Inc.	3,537		65,965
YRC Worldwide, Inc. (a)	2,735		105,981
			965,395
Trading Companies & Distributors - 0.3%
Aceto Corp.	828		7,038
Beacon Roofing Supply, Inc. (a)	2,041		41,902
Electro Rent Corp. (a)	1,299		19,550
Fastenal Co.	7,106		255,745
H&E Equipment Services, Inc.	2,073		50,208
Houston Wire & Cable Co.	791		17,837
Industrial Distribution Group, Inc. (a)	1,274		12,371
Kaman Corp.	987		22,819
Lawson Products, Inc.	395		19,841
Mitsui & Co. Ltd. sponsored ADR	13		3,508
NuCo2, Inc. (a)	701		17,504
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Rush Enterprises, Inc.:
Class A (a)	983		$ 17,871
Class B (a)	673		11,367
UAP Holding Corp.	2,572		61,754
Williams Scotsman International, Inc. (a)	2,309		46,065
			605,380
TOTAL INDUSTRIALS			10,283,346
INFORMATION TECHNOLOGY - 49.1%
Communications Equipment - 8.9%
3Com Corp. (a)	18,500		77,515
Acme Packet, Inc.	2,767		48,256
ADC Telecommunications, Inc. (a)	5,591		77,100
Adtran, Inc.	3,380		73,650
Airspan Networks, Inc. (a)	2,489		7,094
Alvarion Ltd. (a)	2,562		18,446
Anaren, Inc. (a)	662		13,604
Andrew Corp. (a)	7,949		79,252
Arris Group, Inc. (a)	5,614		66,975
AudioCodes Ltd. (a)(d)	1,741		16,731
Avanex Corp. (a)	12,464		24,803
Avici Systems, Inc. (a)	537		3,823
Avocent Corp. (a)	2,483		86,359
Aware, Inc. (a)	1,453		7,672
Bel Fuse, Inc.:
Class A	177		5,763
Class B (non-vtg.)	300		11,010
Black Box Corp.	852		36,483
Blue Coat Systems, Inc. (a)	684		17,469
Bookham, Inc. (a)(d)	4,309		17,365
C-COR, Inc. (a)	1,969		19,690
Carrier Access Corp. (a)	1,526		9,538
Ceragon Networks Ltd. (a)	865		4,706
China Techfaith Wireless Communication Technology Ltd. sponsored ADR (a)	798		6,224
Ciena Corp. (a)	3,876		97,443
Cisco Systems, Inc. (a)	289,748		7,788,426
Comtech Group, Inc. (a)(d)	1,575		25,578
Comtech Telecommunications Corp. (a)	1,134		40,280
Comverse Technology, Inc. (a)	9,475		184,952
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Digi International, Inc. (a)	1,004		$ 13,343
Ditech Networks, Inc. (a)	1,208		8,456
ECI Telecom Ltd. (a)	6,022		53,475
EFJ, Inc. (a)	1,024		5,734
EMS Technologies, Inc. (a)	1,046		21,412
Endwave Corp. (a)	412		5,554
Exfo Electro-Optical Engineering, Inc. (sub. vtg.) (a)	922		5,080
Extreme Networks, Inc. (a)	3,999		15,956
F5 Networks, Inc. (a)	1,941		145,206
Finisar Corp. (a)	14,260		54,616
Foundry Networks, Inc. (a)	6,610		94,589
Glenayre Technologies, Inc. (a)	1,379		3,337
Globecomm Systems, Inc. (a)	1,003		9,238
Harmonic, Inc. (a)	4,008		31,864
Hughes Communications, Inc. (a)	968		45,496
Inter-Tel, Inc.	1,532		34,148
InterDigital Communication Corp. (a)	2,445		78,118
Ituran Location & Control Ltd.	1,591		25,440
Ixia (a)	3,978		37,751
JDS Uniphase Corp. (a)	9,670		178,702
Juniper Networks, Inc. (a)	26,768		569,891
KVH Industries, Inc. (a)	419		4,819
Lantronix, Inc. (a)	4,414		6,533
Loral Space & Communications Ltd. (a)	977		30,023
Metalink Ltd. (a)	1,755		10,355
MRV Communications, Inc. (a)	7,965		29,709
NETGEAR, Inc. (a)	1,638		42,588
Netopia, Inc. (a)	1,247		8,604
Network Engines, Inc. (a)	1,511		3,551
Nice Systems Ltd. sponsored ADR	2,487		79,584
NMS Communications Corp. (a)	1,666		2,916
NumereX Corp. Class A (a)	847		7,708
Occam Networks, Inc. (a)	651		10,403
Oplink Communications, Inc. (a)	1,319		26,314
Optical Communication Products, Inc. (a)	1,330		2,607
Optium Corp.	1,524		30,785
ORBCOMM, Inc.	1,542		11,395
Orckit Communications Ltd. (a)	601		6,863
Packeteer, Inc. (a)	2,182		25,900
Parkervision, Inc. (a)(d)	1,061		10,790
PC-Tel, Inc. (a)	1,155		11,180
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Pegasus Wireless Corp. warrants 8/11/06 (a)	250		$ 55
Performance Technologies, Inc. (a)	470		2,562
Polycom, Inc. (a)	4,083		117,754
Powerwave Technologies, Inc. (a)	6,700		42,947
Qiao Xing Universal Telephone, Inc. (a)(d)	925		12,543
QUALCOMM, Inc.	78,311		2,865,399
RADWARE Ltd. (a)	685		10,213
Radyne Corp. (a)	1,102		11,031
Redback Networks, Inc. (a)	3,191		46,972
Research In Motion Ltd. (a)	8,823		1,224,897
Riverbed Technology, Inc. (d)	3,183		111,055
SafeNet, Inc. (a)	1,425		33,174
SCM Microsystems, Inc. (a)	1,068		3,610
SeaChange International, Inc. (a)	1,245		10,732
Sierra Wireless, Inc. (a)	732		8,850
Sirenza Microdevices, Inc. (a)	2,267		20,154
Sonus Networks, Inc. (a)	11,913		74,814
SpectraLink Corp.	479		3,889
Stratex Networks, Inc. (a)	5,314		22,744
Stratos International, Inc. (a)	1,747		13,050
Sycamore Networks, Inc. (a)	11,258		41,992
Symmetricom, Inc. (a)	3,857		33,826
Tekelec (a)	3,296		53,066
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR	4,770		185,410
Tellabs, Inc. (a)	20,920		210,037
Telular Corp. (a)	871		3,240
Tollgrade Communications, Inc. (a)	443		3,885
UTStarcom, Inc. (a)(d)	5,640		50,083
ViaSat, Inc. (a)	1,507		40,131
Westell Technologies, Inc. Class A (a)	3,694		8,607
WJ Communications, Inc. (a)	2,092		4,393
Zhone Technologies, Inc. (a)	6,304		8,510
			15,945,865
Computers & Peripherals - 5.5%
ActivIdentity Corp. (a)	1,423		7,172
Adaptec, Inc. (a)	4,706		20,518
Apple Computer, Inc. (a)	40,453		3,708,731
Avid Technology, Inc. (a)	2,015		78,545
Brocade Communications Systems, Inc. (a)	13,338		123,377
Concurrent Computer Corp. (a)	2,256		4,219
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Cray, Inc. (a)	1,576		$ 17,903
Creative Technology Ltd. (NASDAQ)	4,763		30,340
Dell, Inc. (a)	107,771		2,935,682
Dot Hill Systems Corp. (a)	1,177		3,837
Electronics for Imaging, Inc. (a)	2,959		72,496
FOCUS Enhancements, Inc. (a)	3,823		5,620
Hutchinson Technology, Inc. (a)	937		22,329
iCAD, Inc. (a)	4,064		12,476
Immersion Corp. (a)	860		6,037
InFocus Corp. (a)	1,431		3,606
Innovex, Inc. (a)	857		1,568
Komag, Inc. (a)	1,503		59,338
LaserCard Corp. (a)	492		5,993
Logitech International SA (Reg.) (a)	8,993		265,833
McDATA Corp.:
Class A (a)	6,590		41,319
Class B (a)	1,013		6,382
Mobility Electronics, Inc. (a)	1,162		3,742
NEC Corp. sponsored ADR	622		2,955
Neoware, Inc. (a)	1,146		12,801
Network Appliance, Inc. (a)	17,580		689,312
Novatel Wireless, Inc. (a)	2,175		20,532
On Track Innovations Ltd. (a)	757		4,913
Overland Storage, Inc. (a)	914		4,387
Palm, Inc. (a)	4,621		64,740
Presstek, Inc. (a)	1,343		8,071
QLogic Corp. (a)	7,471		166,230
Rackable Systems, Inc. (a)	1,238		44,085
Rimage Corp. (a)	799		19,240
SanDisk Corp. (a)	9,399		417,316
SimpleTech, Inc. (a)	2,964		26,676
Stratasys, Inc. (a)	390		11,739
Sun Microsystems, Inc. (a)	165,634		897,736
Synaptics, Inc. (a)	1,319		37,816
Xyratex Ltd. (a)	1,510		33,326
			9,898,938
Electronic Equipment & Instruments - 1.6%
Acacia Research Corp. - Acacia Technologies (a)	1,296		18,053
Aeroflex, Inc. (a)	4,082		49,229
Agilysys, Inc.	1,866		28,587
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
American Technology Corp. (a)(d)	1,388		$ 6,052
Bell Microproducts, Inc. (a)	2,595		17,854
Brightpoint, Inc. (a)	2,854		39,414
CalAmp Corp. (a)	1,266		9,179
CDW Corp.	3,673		258,947
Cherokee International Corp. (a)	469		1,482
Cogent, Inc. (a)	5,144		58,282
Cognex Corp.	2,378		58,142
Coherent, Inc. (a)	1,451		46,882
Color Kinetics, Inc. (a)	1,217		23,987
CPI International, Inc.	798		11,180
Daktronics, Inc.	1,719		62,193
DDi Corp. (a)	1,501		12,143
DTS, Inc. (a)	1,080		26,892
Echelon Corp. (a)	2,761		22,088
Electro Scientific Industries, Inc. (a)	1,631		32,375
Excel Technology, Inc. (a)	840		21,193
FARO Technologies, Inc. (a)	894		19,829
Flextronics International Ltd. (a)	27,062		304,448
FLIR Systems, Inc. (a)	3,084		99,336
Frequency Electronics, Inc.	801		10,013
Global Imaging Systems, Inc. (a)	2,711		57,771
GSI Group, Inc. (a)	2,835		26,082
GTSI Corp. (a)	1,264		12,059
I. D. Systems Inc. (a)	623		13,532
Insight Enterprises, Inc. (a)	2,484		49,928
INTAC International (a)	1,136		8,543
International DisplayWorks, Inc. (a)	1,916		12,052
Itron, Inc. (a)	1,153		55,332
LeCroy Corp. (a)	442		4,981
Littelfuse, Inc. (a)	850		26,588
LoJack Corp. (a)	808		12,265
Lumera Corp. (a)(d)	1,046		7,678
M-Flex Electronix, Inc. (a)(d)	1,433		30,910
Magal Security Systems Ltd. (a)	1,252		12,207
Maxwell Technologies, Inc. (a)(d)	899		12,730
Measurement Specialties, Inc. (a)	600		14,508
Mechanical Technology, Inc. (a)	1,285		3,752
Mercury Computer Systems, Inc. (a)	1,018		13,315
Merix Corp. (a)	475		4,384
Methode Electronics, Inc. Class A	2,395		26,848
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Metrologic Instruments, Inc. (a)	1,491		$ 27,434
Molex, Inc.	4,947		158,304
Molex, Inc. Class A (non-vtg.)	3,671		103,265
MTS Systems Corp.	1,040		39,874
Napco Security Systems, Inc. (a)	1,041		6,704
National Instruments Corp.	3,972		115,506
Newport Corp. (a)	1,742		37,854
NovAtel, Inc. (a)	320		13,194
NU Horizons Electronics Corp. (a)	658		7,416
Optimal Group, Inc. Class A (a)	1,305		11,262
Orbotech Ltd. (a)	1,227		31,350
OSI Systems, Inc. (a)	1,133		21,516
OYO Geospace Corp. (a)	211		10,065
PC Connection, Inc. (a)	1,121		15,055
Pemstar, Inc. (a)	1,399		5,288
Photon Dynamics, Inc. (a)	560		6,222
Planar Systems, Inc. (a)	480		4,810
Plexus Corp. (a)	2,031		49,049
RadiSys Corp. (a)	665		11,232
Research Frontiers, Inc. (a)	2,196		13,242
Richardson Electronics Ltd.	989		9,890
Rofin-Sinar Technologies, Inc. (a)	705		40,975
Sanmina-SCI Corp. (a)	25,282		93,543
ScanSource, Inc. (a)	1,042		31,802
Smart Modular Tech WWH, Inc.	3,011		35,801
SpatiaLight, Inc. (a)(d)	1,783		3,120
Spectrum Control, Inc. (a)	1,295		11,435
Staktek Holdings, Inc. (a)	3,710		21,704
Sunpower Corp. Class A (d)	791		29,520
Suntron Corp. (a)	1,647		2,125
Tech Data Corp. (a)	2,575		107,687
Tessco Technologies, Inc. (a)	367		7,883
Trimble Navigation Ltd. (a)	2,659		127,552
TTM Technologies, Inc. (a)	1,758		22,168
Universal Display Corp. (a)(d)	1,471		18,137
X-Rite, Inc.	1,218		14,494
Zones, Inc. (a)	1,412		12,044
Zygo Corp. (a)	622		10,244
			2,932,011
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 6.9%
24/7 Real Media, Inc. (a)	2,353		$ 20,518
Access Integrated Technologies, Inc. Class A (a)	987		8,834
Akamai Technologies, Inc. (a)	7,328		358,119
Aladdin Knowledge Systems Ltd. (a)	753		13,479
Answers Corp. (a)	620		10,379
aQuantive, Inc. (a)	3,846		91,919
Ariba, Inc. (a)	3,066		23,179
Art Technology Group, Inc. (a)	6,113		14,427
AsiaInfo Holdings, Inc. (a)(d)	3,377		20,937
Autobytel, Inc. (a)	1,041		3,144
Baidu.com, Inc. sponsored ADR (a)	986		114,159
Bankrate, Inc. (a)	726		26,499
BroadVision, Inc. (a)	191		137
Chordiant Software, Inc. (a)	6,170		18,880
CMGI, Inc. (a)	25,182		34,499
CNET Networks, Inc. (a)	7,344		66,537
Corillian Corp. (a)	1,860		6,436
Cryptologic, Inc.	469		9,549
CyberSource Corp. (a)	2,373		24,893
DealerTrack Holdings, Inc.	1,968		53,785
Digital Insight Corp. (a)	1,671		63,765
Digital River, Inc. (a)	1,871		110,221
Digitas, Inc. (a)	4,793		51,860
DivX, Inc. (d)	1,745		51,704
EarthLink, Inc. (a)	6,926		45,088
eBay, Inc. (a)	67,127		2,171,558
eCollege.com (a)	907		16,045
Entrust, Inc. (a)	2,378		9,607
Equinix, Inc. (a)	1,328		101,353
GigaMedia Ltd. (a)	3,059		29,856
Google, Inc. Class A (sub. vtg.) (a)	10,398		5,042,198
Greenfield Online, Inc. (a)	1,107		14,070
I-Many, Inc. (a)	2,704		5,111
iBasis, Inc. (a)	1,906		15,439
InfoSpace, Inc. (a)	1,767		34,722
Internap Network Services Corp. (a)	1,769		34,407
Internet Capital Group, Inc. (a)	2,642		27,239
Internet Gold Golden Lines Ltd. (a)	847		9,385
Internet Initiative Japan, Inc. sponsored ADR (a)	728		6,064
Interwoven, Inc. (a)	2,700		38,259
Iona Technologies PLC sponsored ADR (a)	3,735		20,244
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
iPass, Inc. (a)	2,745		$ 15,290
j2 Global Communications, Inc. (a)	2,424		67,702
Jupitermedia Corp. (a)	1,459		9,323
Keynote Systems, Inc. (a)	1,025		10,629
Kintera, Inc. (a)	800		1,128
Liquidity Services, Inc.	1,699		30,769
LivePerson, Inc. (a)	2,751		13,342
LookSmart Ltd. (a)	833		3,832
LoopNet, Inc.	2,100		30,240
Marchex, Inc. Class B	1,045		14,306
MIVA, Inc. (a)	1,339		4,579
NaviSite, Inc. (a)	523		1,993
NetEase.com, Inc. sponsored ADR (a)(d)	3,739		69,022
NetRatings, Inc. (a)	1,647		30,140
NIC, Inc. (a)	4,420		20,995
Omniture, Inc.	2,584		29,122
Online Resources Corp. (a)	1,151		12,258
Open Text Corp. (a)	2,679		50,434
Openwave Systems, Inc. (a)	5,188		43,579
Pacific Internet Ltd. (a)	747		6,723
Perficient, Inc. (a)	1,048		18,309
PlanetOut, Inc. (a)	573		2,034
RADVision Ltd. (a)	826		16,652
RealNetworks, Inc. (a)	8,017		92,196
Rediff.com India Ltd. sponsored ADR (a)	371		6,849
S1 Corp. (a)	3,058		15,993
Saba Software, Inc. (a)	1,898		10,249
SAVVIS, Inc. (a)	2,288		69,304
Selectica, Inc. (a)	2,459		4,205
Sify Ltd. sponsored ADR (a)	740		7,356
Sina Corp. (a)	2,568		72,520
SkillSoft PLC sponsored ADR (a)	5,338		33,363
Sohu.com, Inc. (a)	1,644		40,229
SonicWALL, Inc. (a)	3,593		36,110
Stellent, Inc.	1,980		26,611
Supportsoft, Inc. (a)	2,282		13,144
The Knot, Inc. (a)	1,581		43,588
TheStreet.com, Inc.	1,001		9,790
Tom Online, Inc. sponsored ADR (a)	200		2,872
Traffic.com, Inc.	800		6,504
Travelzoo, Inc. (a)	630		19,499
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Tumbleweed Communications Corp. (a)	1,264		$ 3,261
United Online, Inc.	2,993		40,196
ValueClick, Inc. (a)	4,659		115,869
VeriSign, Inc. (a)	11,389		297,367
Vignette Corp. (a)	2,000		33,660
VitalStream Holdings, Inc. (a)	955		9,206
Vitria Technology, Inc. (a)	2,548		6,880
Vocus, Inc.	861		13,957
WebEx Communications, Inc. (a)	2,405		86,340
webMethods, Inc. (a)	2,229		15,893
Websense, Inc. (a)	2,250		57,488
WebSideStory, Inc. (a)	1,076		12,718
Website Pros, Inc.	652		5,562
Workstream, Inc. (a)	1,954		1,700
Yahoo!, Inc. (a)	65,462		1,766,819
Zix Corp. (a)	974		1,208
			12,299,411
IT Services - 1.6%
Acxiom Corp.	3,855		96,067
Answerthink, Inc. (a)	1,964		5,676
Applied Digital Solutions, Inc. (a)	2,129		4,684
Carreker Corp. (a)	996		7,241
Cass Information Systems, Inc.	289		11,167
CheckFree Corp. (a)	4,264		178,278
Cognizant Technology Solutions Corp. Class A (a)	6,621		540,009
Computer Horizons Corp. (a)	3,739		17,499
Covansys Corp. (a)	1,951		44,444
CSG Systems International, Inc. (a)	2,185		60,590
Edgewater Technology, Inc. (a)	1,090		7,249
eLoyalty Corp.	402		7,224
Euronet Worldwide, Inc. (a)	1,641		54,334
ExlService Holdings, Inc.	1,527		34,495
Fiserv, Inc. (a)	8,181		418,131
Forrester Research, Inc. (a)	920		25,870
Gevity HR, Inc.	1,134		24,767
iGate Corp. (a)	3,769		24,536
Indus International, Inc. (a)	4,749		17,666
Infocrossing, Inc. (a)	717		10,217
Infosys Technologies Ltd. sponsored ADR	3,459		185,160
infoUSA, Inc.	2,977		36,141
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Integral Systems, Inc.	418		$ 10,070
Kanbay International, Inc. (a)	1,838		52,695
Lightbridge, Inc. (a)	1,638		21,622
Lionbridge Technologies, Inc. (a)	3,727		21,318
ManTech International Corp. Class A (a)	1,014		36,788
Ness Technologies, Inc. (a)	1,605		25,520
Paychex, Inc.	17,978		708,513
PFSweb, Inc. (a)	1,212		897
Rainmaker Systems, Inc. (a)	1,680		13,020
RightNow Technologies, Inc. (a)	1,835		30,351
Sapient Corp. (a)	7,174		39,170
SI International, Inc. (a)	431		14,839
SM&A (a)	996		5,627
Sykes Enterprises, Inc. (a)	1,937		33,375
Syntel, Inc.	1,911		56,413
TALX Corp.	1,712		42,714
Telvent GIT SA (a)	1,874		25,711
TRX, Inc. (a)	921		5,747
Zanett, Inc. (a)	2,719		3,888
			2,959,723
Office Electronics - 0.1%
Zebra Technologies Corp. Class A (a)	3,291		114,955
Semiconductors & Semiconductor Equipment - 9.2%
8X8, Inc. (a)(d)	2,302		3,775
Actel Corp. (a)	1,079		20,134
Actions Semiconductor Co. Ltd. ADR	1,319		11,871
Advanced Analogic Technologies, Inc. (a)	1,805		10,000
Advanced Energy Industries, Inc. (a)	1,755		30,239
Altera Corp. (a)	16,851		335,166
AMIS Holdings, Inc. (a)	5,008		54,086
Amkor Technology, Inc. (a)	8,114		82,925
ANADIGICS, Inc. (a)	1,888		18,219
Applied Materials, Inc.	65,372		1,175,389
Applied Micro Circuits Corp. (a)	15,698		54,943
ARM Holdings PLC sponsored ADR	2,713		19,262
ASE Test Ltd. (a)	4,674		50,199
ASM International NV (NASDAQ) (a)	397		8,365
ASML Holding NV (NY Shares) (a)	7,204		179,380
Asyst Technologies, Inc. (a)	2,729		17,984
Atheros Communications, Inc. (a)	2,749		62,512
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Atmel Corp. (a)	23,457		$ 118,692
ATMI, Inc. (a)	1,684		54,747
Axcelis Technologies, Inc. (a)	5,873		37,528
AXT, Inc. (a)	2,274		11,779
Broadcom Corp. Class A (a)	22,156		727,381
Brooks Automation, Inc. (a)	3,569		49,859
Cabot Microelectronics Corp. (a)	1,158		36,651
California Micro Devices Corp. (a)	960		4,406
Cambridge Display Technologies, Inc. (a)(d)	1,117		6,479
Camtek Ltd. (a)	1,772		10,100
Cascade Microtech, Inc. (a)	599		7,757
Centillium Communications, Inc. (a)	1,559		3,102
Ceva, Inc. (a)	2,068		13,897
ChipMOS TECHNOLOGIES Bermuda Ltd. (a)(d)	2,935		17,331
Cirrus Logic, Inc. (a)	4,675		32,585
Cohu, Inc.	994		19,651
Conexant Systems, Inc. (a)	23,848		51,989
Credence Systems Corp. (a)	4,370		16,781
Cree, Inc. (a)	3,503		69,324
Cymer, Inc. (a)	1,781		84,152
Diodes, Inc. (a)	1,345		55,589
DSP Group, Inc. (a)	1,376		29,708
Eagle Test Systems, Inc.	675		10,449
EMCORE Corp. (a)(d)	1,649		9,894
Entegris, Inc. (a)	6,386		68,075
ESS Technology, Inc. (a)	1,906		2,268
Exar Corp. (a)	2,318		31,455
FEI Co. (a)	1,251		30,412
FormFactor, Inc. (a)	2,314		86,451
FSI International, Inc. (a)	988		5,543
Genesis Microchip, Inc. (a)	2,410		24,100
Hi/fn, Inc. (a)	451		2,241
Hittite Microwave Corp. (a)	1,484		57,980
Ikanos Communications, Inc. (a)	934		8,415
Integrated Device Technology, Inc. (a)	9,187		151,586
Integrated Silicon Solution, Inc. (a)	1,726		10,736
Intel Corp.	273,659		5,842,620
Intersil Corp. Class A	6,425		159,147
Intevac, Inc. (a)	1,029		28,081
IXYS Corp. (a)	2,421		23,217
KLA-Tencor Corp.	9,331		482,133
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Kopin Corp. (a)	2,638		$ 9,550
Kulicke & Soffa Industries, Inc. (a)	2,259		18,501
Lam Research Corp. (a)	6,628		348,633
Lanoptics Ltd. (a)	748		10,696
Lattice Semiconductor Corp. (a)	4,533		30,779
Leadis Technology, Inc. (a)	715		3,153
Linear Technology Corp.	14,284		459,088
LTX Corp. (a)	3,886		20,246
Marvell Technology Group Ltd. (a)	27,619		570,056
MathStar, Inc. (a)	2,991		11,964
Mattson Technology, Inc. (a)	3,129		29,757
Maxim Integrated Products, Inc.	15,125		476,135
Micrel, Inc. (a)	3,975		45,911
Microchip Technology, Inc.	10,043		342,567
Microsemi Corp. (a)	3,383		69,859
Microtune, Inc. (a)	1,795		8,239
Mindspeed Technologies, Inc. (a)	2,431		4,133
MIPS Technologies, Inc. (a)	1,934		16,536
MKS Instruments, Inc. (a)	2,899		60,328
Monolithic Power Systems, Inc. (a)	1,663		17,711
MoSys, Inc. (a)	1,045		9,959
Nanometrics, Inc. (a)	749		6,419
Netlogic Microsystems, Inc. (a)	1,275		27,196
Nextest Systems Corp.	1,020		10,751
Novellus Systems, Inc. (a)	5,716		178,454
NVE Corp. (a)(d)	234		9,231
NVIDIA Corp. (a)	16,644		615,662
O2Micro International Ltd. sponsored ADR (a)	1,627		13,276
Omnivision Technologies, Inc. (a)	2,420		39,422
ON Semiconductor Corp. (a)	16,385		105,519
PDF Solutions, Inc. (a)	891		13,107
Pericom Semiconductor Corp. (a)	1,064		12,268
Photronics, Inc. (a)	2,456		38,731
Pixelworks, Inc. (a)	1,850		4,607
PLX Technology, Inc. (a)	1,370		18,536
PMC-Sierra, Inc. (a)	9,796		74,548
PortalPlayer, Inc. (a)	710		9,514
Power Integrations, Inc. (a)	1,499		41,762
PowerDsine Ltd. (a)	593		6,624
QuickLogic Corp. (a)	1,641		4,808
Rambus, Inc. (a)	5,125		114,288
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Ramtron International Corp. (a)	3,073		$ 11,862
RF Micro Devices, Inc. (a)	8,989		69,305
Rudolph Technologies, Inc. (a)	1,643		26,337
Saifun Semiconductors Ltd.	1,142		19,243
Semitool, Inc. (a)	2,121		29,121
Semtech Corp. (a)	3,704		48,596
Sigma Designs, Inc. (a)	1,078		28,190
SigmaTel, Inc. (a)	1,152		5,207
Silicon Image, Inc. (a)	4,219		53,033
Silicon Laboratories, Inc. (a)	2,775		89,411
Silicon Motion Technology Corp. sponsored ADR (a)	1,507		24,700
Silicon Storage Technology, Inc. (a)	6,222		28,683
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	25,828		202,233
SiRF Technology Holdings, Inc. (a)	2,702		82,573
Skyworks Solutions, Inc. (a)	7,606		55,220
Spansion, Inc. Class A	4,610		67,352
SRS Labs, Inc. (a)	1,178		11,745
Standard Microsystems Corp. (a)	1,064		33,910
STATS ChipPAC Ltd. sponsored ADR (a)	3,380		28,426
Supertex, Inc. (a)	648		30,404
Techwell, Inc.	1,387		23,995
Tessera Technologies, Inc. (a)	2,391		90,547
Therma-Wave, Inc. (a)	2,068		2,502
Tower Semicondutor Ltd. (a)	1,870		3,553
Transmeta Corp. (a)	5,739		6,657
Transwitch Corp. (a)	3,005		4,838
Trident Microsystems, Inc. (a)	2,802		58,786
TriQuint Semiconductor, Inc. (a)	5,669		28,572
Ultra Clean Holdings, Inc. (a)	1,092		14,556
Ultratech, Inc. (a)	1,710		22,281
Varian Semiconductor Equipment Associates, Inc. (a)	2,528		100,437
Veeco Instruments, Inc. (a)	1,395		26,198
Verigy Ltd.	2,948		52,592
Vimicro International Corp. sponsored ADR	1,066		11,619
Virage Logic Corp. (a)	772		6,963
Volterra Semiconductor Corp. (a)	875		14,831
White Electronic Designs Corp. (a)	952		5,274
Xilinx, Inc.	15,976		428,157
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Zilog, Inc. (a)	350		$ 1,407
Zoran Corp. (a)	2,742		40,883
			16,427,463
Software - 15.3%
Activision, Inc. (a)	12,949		220,780
Actuate Corp. (a)	2,431		13,152
Adobe Systems, Inc. (a)	27,354		1,097,716
Advent Software, Inc. (a)	1,121		40,984
Agile Software Corp. (a)	3,931		26,377
Altiris, Inc. (a)	1,618		40,110
American Software, Inc. Class A	951		7,808
Ansoft Corp. (a)	1,324		36,595
Ansys, Inc. (a)	1,968		92,398
Applix, Inc. (a)	768		8,133
Aspen Technology, Inc. (a)	2,157		21,031
Atari, Inc. (a)	4,071		2,401
Authentidate Holding Corp. (a)	825		1,271
Autodesk, Inc. (a)	10,725		441,656
BEA Systems, Inc. (a)	18,199		250,600
Blackbaud, Inc.	2,172		56,016
Blackboard, Inc. (a)	1,208		34,428
Borland Software Corp. (a)	2,486		13,151
Bottomline Technologies, Inc. (a)	831		8,701
Business Objects SA sponsored ADR (a)	2,109		81,871
Cadence Design Systems, Inc. (a)	12,910		237,286
Callidus Software, Inc. (a)	2,708		18,225
Captaris, Inc. (a)	2,149		15,688
Catapult Communications Corp. (a)	635		5,499
CDC Corp. Class A (a)	5,802		52,624
Check Point Software Technologies Ltd. (a)	11,209		256,686
Citrix Systems, Inc. (a)	8,606		247,336
Cognos, Inc. (a)	4,120		168,549
CommVault Systems, Inc.	2,256		45,030
Compuware Corp. (a)	16,596		139,240
Concur Technologies, Inc. (a)	1,912		29,330
Convera Corp. Class A (a)(d)	4,146		19,403
Corel Corp.	1,730		22,750
Dassault Systemes SA sponsored ADR	63		3,452
Descartes Systems Group, Inc. (a)	893		3,480
Digimarc Corp. (a)	710		6,397
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
ECtel Ltd. (a)	243		$ 1,179
Electronic Arts, Inc. (a)	14,447		806,865
Embarcadero Technologies, Inc. (a)	915		6,332
Epicor Software Corp. (a)	3,021		40,179
EPIQ Systems, Inc. (a)	646		10,091
ePlus, Inc. (a)	1,216		12,282
eSpeed, Inc. Class A (a)	879		8,245
Evolving Systems, Inc. (a)	203		231
FalconStor Software, Inc. (a)	3,510		30,291
Fundtech Ltd. (a)	1,047		12,480
Gravity Co. Ltd. sponsored ADR (a)	917		5,227
Hyperion Solutions Corp. (a)	2,892		106,310
i2 Technologies, Inc. (a)	1,200		23,184
Informatica Corp. (a)	4,125		49,706
Interactive Intelligence, Inc. (a)	995		17,432
InterVideo, Inc. (a)	605		7,835
Intervoice, Inc. (a)	1,422		9,542
Intuit, Inc. (a)	16,029		504,593
Jack Henry & Associates, Inc.	4,583		100,276
JDA Software Group, Inc. (a)	1,443		20,635
KongZhong Corp. sponsored ADR (a)	751		6,136
Kronos, Inc. (a)	1,576		55,570
Lawson Software, Inc. (a)	9,637		71,699
Macrovision Corp. (a)	2,672		73,881
Magic Software Enterprises Ltd. (a)	1,246		2,529
Magma Design Automation, Inc. (a)	2,482		22,239
Majesco Entertainment Co. (a)	700		1,008
Manhattan Associates, Inc. (a)	1,474		42,746
MapInfo Corp. (a)	784		10,388
Mentor Graphics Corp. (a)	4,100		69,331
MetaSolv, Inc. (a)	3,613		14,669
MICROS Systems, Inc. (a)	1,974		100,516
Microsoft Corp.	472,673		13,863,471
MicroStrategy, Inc. Class A (a)	404		47,862
Mobius Management Systems, Inc. (a)	1,054		7,483
Moldflow Corp. (a)	749		9,707
MSC.Software Corp. (a)	2,247		33,795
Napster, Inc. (a)	1,962		7,358
NDS Group PLC sponsored ADR (a)	613		28,823
Net 1 UEPS Technologies, Inc. (a)	2,334		55,969
NetScout Systems, Inc. (a)	1,681		13,129
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Netsmart Technologies, Inc. (a)	753		$ 12,236
Ninetowns Digital World Trade Ltd. sponsored ADR (a)	2,793		12,261
Novell, Inc. (a)	17,273		108,474
Nuance Communications, Inc. (a)	8,132		83,353
Open Solutions, Inc. (a)	913		34,009
OpenTV Corp. Class A (a)	3,140		7,756
Opnet Technologies, Inc. (a)	1,106		17,840
Opsware, Inc. (a)	4,814		42,171
Oracle Corp. (a)	248,533		4,729,583
Parametric Technology Corp. (a)	5,648		109,345
Pegasystems, Inc.	1,561		15,766
Pervasive Software, Inc. (a)	1,282		4,782
Phoenix Technologies Ltd. (a)	1,781		8,638
Plato Learning, Inc. (a)	886		4,483
Progress Software Corp. (a)	2,016		54,654
QAD, Inc.	960		7,872
Quality Systems, Inc.	1,185		45,279
Quest Software, Inc. (a)	4,746		67,915
Quovadx, Inc. (a)	1,252		3,218
Radiant Systems, Inc. (a)	1,048		10,281
Red Hat, Inc. (a)	8,959		155,887
Renaissance Learning, Inc.	1,229		20,758
Retalix Ltd. (a)	1,602		27,074
SCO Group, Inc. (a)	176		352
Secure Computing Corp. (a)	3,800		24,662
Shanda Interactive Entertainment Ltd. sponsored ADR (a)	1,093		21,139
Smith Micro Software, Inc. (a)	1,031		16,496
Sonic Foundry, Inc. (a)	3,436		12,713
Sonic Solutions, Inc. (a)	1,220		19,215
SPSS, Inc. (a)	1,117		31,511
SumTotal Systems, Inc. (a)	2,233		15,676
Symantec Corp. (a)	44,260		938,312
Synchronoss Technologies, Inc.	1,188		17,772
Synopsys, Inc. (a)	6,789		173,459
Synplicity, Inc. (a)	1,694		11,519
Take-Two Interactive Software, Inc. (a)	3,510		60,934
TeleCommunication Systems, Inc. Class A (a)	3,619		12,594
The9 Ltd. sponsored ADR (a)	358		9,813
THQ, Inc. (a)	3,221		104,844
TIBCO Software, Inc. (a)	9,467		88,138
Transaction Systems Architects, Inc. Class A (a)	1,709		57,815
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Ulticom, Inc. (a)	2,641		$ 27,387
Ultimate Software Group, Inc. (a)	1,395		33,633
Unica Corp. (a)	960		12,864
VA Software Corp. (a)	2,086		9,512
Vasco Data Security International, Inc. (a)	2,421		28,495
Verint Systems, Inc. (a)	1,622		55,343
Wave Systems Corp. Class A (a)	3,430		9,192
Wind River Systems, Inc. (a)	4,522		48,431
Witness Systems, Inc. (a)	1,979		37,581
			27,540,415
TOTAL INFORMATION TECHNOLOGY			88,118,781
MATERIALS - 1.1%
Chemicals - 0.4%
A. Schulman, Inc.	1,184		26,983
Akzo Nobel NV sponsored ADR	2,426		138,767
Altair Nanotechnologies, Inc. (a)	2,936		9,483
Hawkins, Inc.	1,094		15,447
ICO, Inc. (a)	1,832		11,303
Innophos Holdings, Inc.	804		10,975
Innospec, Inc.	567		24,143
Landec Corp. (a)	1,498		14,351
LESCO, Inc. (a)	1,032		8,473
Methanex Corp.	5,134		126,996
Nanophase Technologies Corp. (a)	626		4,200
Penford Corp.	697		11,514
Pioneer Companies, Inc. (a)	428		11,560
Sigma Aldrich Corp.	3,382		257,404
Symyx Technologies, Inc. (a)	1,829		39,982
Zoltek Companies, Inc. (a)(d)	1,196		26,850
			738,431
Construction Materials - 0.0%
U.S. Concrete, Inc. (a)	1,257		7,819
United States Lime & Minerals, Inc. (a)	327		11,340
			19,159
Containers & Packaging - 0.1%
AEP Industries, Inc. (a)	305		15,698
Amcor Ltd. sponsored ADR	305		7,232
Caraustar Industries, Inc. (a)	1,168		9,169
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - continued
Containers & Packaging - continued
Silgan Holdings, Inc.	1,890		$ 81,535
Smurfit-Stone Container Corp.	12,547		134,629
			248,263
Metals & Mining - 0.6%
Aber Diamond Corp.	2,803		103,034
Anglo American PLC ADR	1,365		31,927
Century Aluminum Co. (a)	1,442		61,501
Chaparral Steel Co.	2,157		100,301
DRDGOLD Ltd. sponsored ADR (a)	9,382		10,695
Gibraltar Industries, Inc.	1,466		32,120
Kaiser Aluminum Corp. (a)	1,011		57,627
Lihir Gold Ltd. sponsored ADR (a)	1,281		31,269
NN, Inc.	1,342		15,339
Northwest Pipe Co. (a)	229		7,351
Novamerican Steel, Inc. (a)	329		11,844
Olympic Steel, Inc.	572		14,838
Pan American Silver Corp. (a)	3,468		89,960
Randgold Resources Ltd. sponsored ADR (a)	2,531		58,061
Royal Gold, Inc.	1,323		42,151
Schnitzer Steel Industries, Inc. Class A	977		39,881
Silver Standard Resources, Inc. (a)	2,974		92,551
Steel Dynamics, Inc.	4,481		145,722
Steel Technologies, Inc.	420		7,245
Universal Stainless & Alloy Products, Inc. (a)	308		10,259
Wheeling Pittsburgh Corp. (a)	523		9,194
			972,870
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	976		11,517
TOTAL MATERIALS			1,990,240
TELECOMMUNICATION SERVICES - 1.4%
Diversified Telecommunication Services - 0.6%
Alaska Communication Systems Group, Inc.	2,238		33,771
Arbinet-thexchange, Inc. (a)	800		4,744
Atlantic Tele-Network, Inc.	518		14,711
Broadwing Corp. (a)	4,669		70,642
Cbeyond, Inc.	1,221		40,122
Cogent Communications Group, Inc. (a)	2,048		32,461
Commonwealth Telephone Enterprises, Inc.	857		35,711
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Consolidated Communications Holdings, Inc.	951		$ 17,613
CT Communications, Inc.	802		16,345
D&E Communications, Inc.	839		10,647
Eschelon Telecom, Inc. (a)	959		17,396
General Communications, Inc. Class A (a)	2,884		44,010
Gilat Satellite Networks Ltd. (a)	1,826		16,324
Global Crossing Ltd. (a)	1,680		43,378
Globalstar, Inc.	3,741		52,075
Golden Telecom, Inc.	1,657		67,258
HickoryTech Corp.	972		6,862
Level 3 Communications, Inc. (a)	55,542		296,594
Moscow CableCom Corp. (a)	1,029		10,959
North Pittsburgh Systems, Inc.	769		18,648
NTELOS Holding Corp.	2,024		31,817
Shenandoah Telecommunications Co.	346		16,566
SureWest Communications	1,098		27,186
Talk America Holdings, Inc. (a)	989		7,892
Telefonos de Mexico SA de CV Series A sponsored ADR	257		6,723
Telenor ASA sponsored ADR	208		10,743
Time Warner Telecom, Inc. Class A (sub. vtg.) (a)	6,635		121,022
U.S. LEC Corp. Class A (a)(d)	1,291		10,883
Warwick Valley Telephone Co.	420		7,875
			1,090,978
Wireless Telecommunication Services - 0.8%
@Road, Inc. (a)	4,064		26,497
America Movil SA de CV Series A sponsored ADR	375		16,703
Centennial Communications Corp. Class A	6,213		40,447
Dobson Communications Corp. Class A	7,276		62,937
FiberTower Corp. (a)(d)	6,611		35,964
ICO Global Communications Holdings Ltd. Class A (a)	5,200		25,740
InPhonic, Inc. (a)(d)	1,599		18,021
IPCS, Inc. (a)	733		38,754
Leap Wireless International, Inc. (a)	3,152		178,876
Linktone Ltd. sponsored ADR (a)	739		4,234
Millicom International Cellular SA (a)	4,722		270,382
NII Holdings, Inc. (a)	7,258		471,262
Partner Communications Co. Ltd. ADR	982		12,088
Rural Cellular Corp. Class A (a)	568		6,765
SBA Communications Corp. Class A (a)	4,970		140,999
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
USA Mobility, Inc.	1,571		$ 38,238
Wireless Facilities, Inc. (a)	2,684		6,281
			1,394,188
TOTAL TELECOMMUNICATION SERVICES			2,485,166
UTILITIES - 0.1%
Electric Utilities - 0.0%
MGE Energy, Inc.	882		30,306
Otter Tail Corp.	1,231		37,841
			68,147
Gas Utilities - 0.0%
Delta Natural Gas Co., Inc.	344		8,727
EnergySouth, Inc.	465		17,744
			26,471
Multi-Utilities - 0.0%
NorthWestern Energy Corp.	1,299		46,452
Water Utilities - 0.1%
Artesian Resources Corp. Class A	433		8,210
Cadiz, Inc. (a)	828		17,106
Connecticut Water Service, Inc.	559		12,214
Consolidated Water Co., Inc.	404		9,603
Middlesex Water Co.	728		13,534
Pure Cycle Corp. (a)	764		5,974
Southwest Water Co.	1,072		13,968
York Water Co.	618		11,044
			91,653
TOTAL UTILITIES			232,723
TOTAL COMMON STOCKS (Cost $153,439,346)		175,957,759

U.S. Treasury Obligations - 0.9%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 4.86% to 5% 12/21/06 (e) (Cost $1,545,756)	$ 1,550,000	1,545,595

Money Market Funds - 11.9%
	Shares		Value (Note 1)
Fidelity Cash Central Fund, 5.35% (b)	19,202,103		$ 19,202,103
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	2,180,123		2,180,123
TOTAL MONEY MARKET FUNDS (Cost $21,382,226)		21,382,226
TOTAL INVESTMENT PORTFOLIO - 110.9% (Cost $176,367,328)			198,885,580
NET OTHER ASSETS - (10.9)%			(19,473,401)
NET ASSETS - 100%		$ 179,412,179

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
97 NASDAQ 100 E-Mini Index Contracts	Dec. 2006	$ 3,481,815	$ 93,929

The face value of futures purchased as a percentage of net assets - 1.9%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,545,595.

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	$ 123,514
Fidelity Securities Lending Cash Central Fund	72,740
Total	$ 196,254

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2006
Assets
Investment in securities, at value (including securities loaned of $2,136,167) - See accompanying schedule: Unaffiliated issuers (cost $154,985,102)	$ 177,503,354
Fidelity Central Funds (cost $21,382,226)	21,382,226
Total Investments (cost $176,367,328)		$ 198,885,580
Cash		20,998
Receivable for investments sold		455,379
Receivable for fund shares sold		216,772
Dividends receivable		135,461
Interest receivable		25,702
Receivable from investment adviser for expense reductions		36,490
Other receivables		9,731
Total assets		199,786,113
Liabilities
Payable for investments purchased	$ 17,785,816
Payable for fund shares redeemed	262,342
Accrued management fee	30,955
Distribution fees payable	20,919
Payable for daily variation on futures contracts	1,962
Other affiliated payables	21,988
Other payables and accrued expenses	69,829
Collateral on securities loaned, at value	2,180,123
Total liabilities		20,373,934
Net Assets		$ 179,412,179
Net Assets consist of:
Paid in capital		$ 155,051,673
Undistributed net investment income		573,643
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,174,906
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		22,611,957
Net Assets, for 5,445,733 shares outstanding		$ 179,412,179
Net Asset Value, offering price and redemption price per share ($179,412,179 ÷ 5,445,733 shares)		$ 32.95

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

Annual Report

Statement of Operations

	Year ended November 30, 2006
Investment Income
Dividends		$ 879,329
Interest		24,511
Income from Fidelity Central Funds (including $72,740 from security lending)		196,254
Total income		1,100,094
Expenses
Management fee	$ 297,788
Transfer agent fees	174,579
Distribution fees	74,439
Licensing fees	64,455
Accounting and security lending fees	46,723
Custodian fees and expenses	9,773
Independent trustees' compensation	460
Registration fees	32,565
Audit	46,915
Legal	3,964
Miscellaneous	(30,042)
Total expenses before reductions	721,619
Expense reductions	(199,251)	522,368
Net investment income (loss)		577,726
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	933,865
Foreign currency transactions	2,557
Futures contracts	627,136
Total net realized gain (loss)		1,563,558
Change in net unrealized appreciation (depreciation) on: Investment securities	11,161,066
Assets and liabilities in foreign currencies	(224)
Futures contracts	(82,033)
Total change in net unrealized appreciation (depreciation)		11,078,809
Net gain (loss)		12,642,367
Net increase (decrease) in net assets resulting from operations		$ 13,220,093

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended November 30, 2006	Year ended November 30, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 577,726	$ 324,224
Net realized gain (loss)	1,563,558	410,017
Change in net unrealized appreciation (depreciation)	11,078,809	6,849,736
Net increase (decrease) in net assets resulting from operations	13,220,093	7,583,977
Distributions to shareholders from net investment income	(311,044)	(1,095,956)
Distributions to shareholders from net realized gain	(505,880)	(516,656)
Total distributions	(816,924)	(1,612,612)
Share transactions Proceeds from sales of shares	94,334,565	54,253,390
Reinvestment of distributions	785,916	1,555,609
Cost of shares redeemed	(45,467,751)	(47,847,789)
Net increase (decrease) in net assets resulting from share transactions	49,652,730	7,961,210
Redemption fees	32,424	58,490
Total increase (decrease) in net assets	62,088,323	13,991,065
Net Assets
Beginning of period	117,323,856	103,332,791
End of period (including undistributed net investment income of $573,643 and undistributed net investment income of $316,709, respectively)	$ 179,412,179	$ 117,323,856
Other Information Shares
Sold	3,044,307	1,915,652
Issued in reinvestment of distributions	25,720	53,963
Redeemed	(1,493,806)	(1,689,388)
Net increase (decrease)	1,576,221	280,227

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

Annual Report

Financial Highlights

Years ended November 30,	2006	2005	2004	2003 H
Selected Per-Share Data
Net asset value, beginning of period	$ 30.32	$ 28.79	$ 26.97	$ 25.00
Income from Investment Operations
Net investment income (loss) D	.14	.09	.38 G	.01
Net realized and unrealized gain (loss)	2.69	1.86	1.47	1.95
Total from investment operations	2.83	1.95	1.85	1.96
Distributions from net investment income	(.08)	(.30)	(.02)	-
Distributions from net realized gain	(.13)	(.14)	(.04)	-
Total distributions	(.21)	(.44)	(.06)	-
Redemption fees added to paid in capital	.01	.02	.03	.01
Net asset value, end of period	$ 32.95	$ 30.32	$ 28.79	$ 26.97
Total Return B, C	9.42%	6.92%	6.99%	7.88%
Ratios to Average Net Assets E, I
Expenses before reductions	.58%	.65%	.71%	1.30% A
Expenses net of fee waivers, if any	.42%	.45%	.45%	.45% A
Expenses net of all reductions	.42%	.45%	.45%	.45% A
Net investment income (loss)	.47%	.30%	1.41%	.31% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 179,412	$ 117,324	$ 103,333	$ 29,687
Portfolio turnover rate F	7%	10%	5%	55% A

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.35 per share.

^H For the period September 25, 2003 (commencement of operations) to November 30, 2003.

^I Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

1. Significant Accounting Policies.

Fidelity Nasdaq Composite Index Fund (the Fund) is a fund of Fidelity Commonwealth Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Annual Report

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. 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 by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result,

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

no provision for income taxes is required in the accompanying financial statements. 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 recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

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

Unrealized appreciation	$ 33,265,362
Unrealized depreciation	(10,949,009)
Net unrealized appreciation (depreciation)	22,316,353
Undistributed ordinary income	631,161
Undistributed long-term capital gain	1,255,065
Cost for federal income tax purposes	$ 176,569,227

The tax character of distributions paid was as follows:

	November 30, 2006	November 30, 2005
Ordinary Income	$ 427,794	$ 1,463,879
Long-term Capital Gains	389,130	148,733
Total	$ 816,924	$ 1,612,612

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

Annual Report

1. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to .75% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Futures Contracts - continued

meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $58,249,923 and $8,234,343, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .24% of the fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Service Plan. The Fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a distribution fee based on annual percentage of the Fund's average net assets of up to .25%. In addition, FDC pays Nasdaq for marketing services provided to the Fund. For the period, the distribution fees were equivalent to an annualized rate of .06% of average net assets. The total amounts paid to and retained by FDC were $74,439 and $0, respectively.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .14% of average net assets.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. FSC maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the 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.

Licensing Fees. Under the terms of a license agreement, FMR pays Nasdaq an annual licensing fee for the use of the Nasdaq Composite Index. FMR has entered into a sub-license agreement with the Fund whereby the Fund pays FMR the amount of the license fee at the rate of up to .06% of the Fund's average net assets.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 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 amounts to $328 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

Notes to Financial Statements - continued

6. Security Lending - continued

determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

7. Expense Reductions.

FMR contractually agreed to waive expenses of the Fund to the extent annual operating expenses exceeded certain levels of average net assets. During the period, these levels ranged between .45% and .35%. The expense limitation in effect at period end was .35%. This waiver will remain in place through January 31, 2008. Some expenses, for example interest expense, including commitment fees, are excluded from this waiver. During the period, this waiver reduced the Fund's expenses by $198,526. Effective September 1, 2006 the expense limitation was changed to .35%.

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $725.

8. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Nasdaq Composite Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Nasdaq Composite Index Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments as of November 30, 2006, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from September 25, 2003 (commencement of operations) to November 30, 2003. 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 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 November 30, 2006, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Nasdaq Composite Index Fund as of November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the three years in the period then ended and for the period from September 25, 2003 (commencement of operations) to November 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1974 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006- present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005- present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (66)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Commonwealth Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Fidelity Nasdaq Composite Index Fund. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Eric D. Roiter (58)
	Year of Election or Appointment: 1998 Secretary of Fidelity Nasdaq Composite Index Fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Fidelity Nasdaq Composite Index Fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Fidelity Nasdaq Composite Index Fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Fidelity Nasdaq Composite Index Fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity Nasdaq Composite Index Fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2007 President and Treasurer of Fidelity Nasdaq Composite Index Fund. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004-present). Previously Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of Fidelity Nasdaq Composite Index Fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Nasdaq Composite Index Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Fund	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Nasdaq Composite Index Fund	12/18/06	12/15/06	$0.10	$0.18
	01/08/07	01/05/07		$0.07

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2007, $1,260,877, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 12% and 23% of the dividends distributed in December 2005 and January 2006, respectively, as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Nasdaq Composite Index Fund

Each year, typically in July, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2005, the fund's total return, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below the chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Nasdaq Composite Index Fund

Annual Report

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the fourth quartile for the period shown. The Board noted that FMR does not consider that Lipper peer group to be a meaningful comparison for the fund, however, because the peer group includes funds with broader investment mandates than those of the fund, which is managed to track the performance of a specified securities index. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the period shown. The Board stated that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent launch.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 34% means that 66% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nasdaq Composite Index Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expenses ranked above its competitive median for 2005. The Board also considered that, following discussions with the Board, effective September 1, 2006, FMR contractually agreed to waive a portion of its management fee until January 31, 2008, to the extent necessary to maintain the fund's total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses) at 35 basis points.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

Based on its review, the Board concluded that the fund's total expenses were reasonable, although above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

1-800-FIDELITY

EIF-UANN-0107
1.795563.103

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

Fidelity®

Nasdaq Composite® Index Tracking Stock

Annual Report

November 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook
Premium/Discount Analysis	<Click Here>	Information regarding the fund's NAV and market price.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

Nasdaq® and Nasdaq Composite® are trademarks of The Nasdaq Stock Market, Inc. (which with its Affiliates are the Corporations) and are licensed for use by Fidelity. The product has not been passed on by the Corporations as to its legality or suitability. The product is not issued, endorsed or sold by the Corporations. The Corporations make no warranties and bear no liability with respect to shares of the product.

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

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

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

Annual Report

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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/goto/oneq.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

The fund's net asset value ("NAV") performance is based on the NAV calculated each business day. It is calculated in accordance with the standard formula for valuing mutual fund shares as of the close of regular trading hours on the Nasdaq stock market, normally 4:00 p.m. Eastern time (or NYSE if Nasdaq is closed). The fund's market price performance is based on the daily closing price of the shares of the fund on the Nasdaq stock market.

Cumulative total returns reflect performance over the period shown generally by adding one year's return - positive or negative - to the next year's return. NAV and closing market price average annual returns reflect the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value), at NAV and Market Price, respectively, and assumes a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption or selling of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Cumulative Total Returns

Periods ended November 30, 2006	Past 1 year	Life of Fund A
Fidelity® Nasdaq Composite® Index Tracking Stock - NAV	9.54%	35.21%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	9.60%	35.15%
NASDAQ Composite® Index	9.67%	36.69%

Average Annual Total Returns

Periods ended November 30, 2006	Past 1 year	Life of Fund A
Fidelity Nasdaq Composite Index Tracking Stock - NAV	9.54%	9.94%
Fidelity Nasdaq Composite Index Tracking Stock - Market Price	9.60%	9.92%

^A From September 25, 2003.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Nasdaq Composite® Index Tracking Stock - NAV on September 25, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the NASDAQ Composite® Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Jeffrey Adams, who oversees the Fidelity® Nasdaq Composite® Index Tracking Stock's investment management team as Head of Indexing for Geode Capital Management, LLC

There were a number of reasons why the overall U.S. stock market could have had subpar results during the 12-month period that ended on November 30, 2006, including rising interest rates, inflation concerns, historically high energy prices, unrest in the Middle East, North Korea's nuclear test and a worse-than-expected housing slump. Despite these negative conditions, though, U.S. stocks fared well. In fact, several bellwether market benchmarks reached record highs, including the larger-cap Dow Jones Industrial Average^SM - a gauge of 30 mega-cap, blue-chip stocks - and the small-cap-oriented Russell 2000® Index. The strength in equities was sparked in large part by two major factors: the double-digit earnings growth achieved by U.S. corporations, and steady economic growth that was neither overheated nor recessionary, thanks primarily to the Federal Reserve Board's monetary policy. For the 12 months overall, the Dow rose 15.76%, the Russell 2000 checked in with a 17.43% advance and the Standard & Poor's 500^SM Index gained 14.23%.

For the 12 months ending November 30, 2006, the fund's return at net asset value was 9.54%. In comparison, the NASDAQ Composite Index increased 9.67% and the fund's market price gained 9.60%. On a sector basis, telecommunication services and materials stocks were the strongest performers, while health care gained the least amount of ground. No sector performed negatively during the past year. Many of the fund's top individual performers were in the technology sector, although that group lagged the index overall during the year. Shares of communications equipment maker Cisco Systems rose on robust sales and profits, thanks to strong customer demand for the company's networking gear. Apple Computer continued to benefit from impressive sales of its iPod digital music player as well as from accelerating adoption of its Macintosh computers. Software company Oracle reported surging profits that beat Wall Street forecasts and boosted the company's shares. On the negative side, semiconductor maker Intel struggled with weak sales and increasing competition. Also lagging was Internet services company Yahoo, whose difficulties included a delay in the release of its long-awaited advertising search software and a sharp drop in the company's sales and profitability. Another Internet stock, online auction house eBay, fell after forecasting weaker-than-expected profits and revenues.

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

Annual Report

Premium/Discount
Analysis (Unaudited)

Shares of Fidelity® Nasdaq Composite® Index Tracking Stock (the fund) are listed on the Nasdaq stock market and can be bought and sold on the secondary market at market prices. Although the market price is expected to approximate the fund's NAV, it is possible that the market price and NAV will vary significantly. The closing market price is the daily closing price as reported on the Nasdaq stock market.

Premiums or discounts are the differences (expressed as a basis point differential with 1 basis point equaling 1/100 of 1%) between the fund's NAV and closing market price. A premium indicates that the closing market price is trading above the NAV. A discount indicates that the closing market price is trading below the NAV. A discrepancy may exist with respect to the timing of when the NAV is calculated and the determination of the closing market price.

The chart below presents information about the differences between the fund's daily closing market price and the fund's NAV.

Period Ended November 30, 2006

From commencement of operations*
to November 30, 2006		Closing Market Price Below NAV		Closing Market Price Above or Equal to NAV
	Basis Point Differential	Number of Days	% of Total Days	Number of Days	% of Total Days
	0 - <25	455	56.66%	324	40.35%
	25 - <50	17	2.12%	6	0.75%
	50 - <75	0	-	1	0.12%
	75 - <100	0	-	0	-
	100 or greater	0	-	0	-
	Total	472	58.78%	331	41.22%

^* September 25, 2003

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, 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 (June 1, 2006 to November 30, 2006).

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.

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.

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.

	Beginning Account Value June 1, 2006	Ending Account Value November 30, 2006	Expenses Paid During Period* June 1, 2006 to November 30, 2006
Actual	$ 1,000.00	$ 1,120.30	$ 1.59
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,023.56	$ 1.52

* Expenses are equal to the Fund's annualized expense ratio of .30%; multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	7.8	7.0
Cisco Systems, Inc.	4.4	3.6
Intel Corp.	3.3	3.2
Google, Inc. Class A (sub. vtg.)	2.9	2.4
Oracle Corp.	2.7	2.2
Amgen, Inc.	2.2	2.5
Apple Computer, Inc.	2.1	1.5
Dell, Inc.	1.7	1.8
QUALCOMM, Inc.	1.6	2.3
Comcast Corp. Class A	1.5	1.3
	30.2
Market Sectors as of November 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	49.8	48.3
Health Care	13.6	14.2
Consumer Discretionary	13.4	13.5
Financials	11.0	11.9
Industrials	5.8	6.4
Consumer Staples	1.7	1.8
Telecommunication Services	1.4	1.2
Energy	1.3	1.3
Materials	1.1	1.1
Utilities	0.2	0.2

Asset Allocation (% of fund's net assets)

To match the NASDAQ Composite Index, Fidelity Nasdaq Composite Index Tracking Stock Fund seeks 100% investment exposure to stocks at all times.

Annual Report

Investments November 30, 2006

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 13.4%
Auto Components - 0.2%
Aftermarket Technology Corp. (a)	1,620		$ 31,460
Amerigon, Inc. (a)	1,361		11,623
Amerityre Corp. (a)	1,571		8,169
Ballard Power Systems, Inc. (a)(d)	5,922		42,816
China Automotive Systems, Inc. (a)(d)	1,145		12,137
Dorman Products, Inc. (a)	1,498		15,280
Exide Technologies (a)	942		4,361
Fuel Systems Solutions, Inc. (a)	1,219		23,161
GenTek, Inc. (a)	453		14,872
Gentex Corp.	7,455		123,529
Hayes Lemmerz International, Inc. (a)	1,489		3,499
LKQ Corp. (a)	2,460		56,309
Quantum Fuel Systems Technologies Worldwide, Inc. (a)(d)	2,150		3,784
Shiloh Industries, Inc. (a)	972		16,194
Strattec Security Corp. (a)	288		12,493
			379,687
Automobiles - 0.0%
Nissan Motor Co. Ltd. sponsored ADR	1,861		45,204
Distributors - 0.1%
Audiovox Corp. Class A (a)	1,332		18,448
Building Materials Holding Corp.	1,332		32,820
Core-Mark Holding Co., Inc. (a)	394		12,793
Keystone Automotive Industries, Inc. (a)	1,062		38,094
Source Interlink Companies, Inc. (a)	1,876		16,734
			118,889
Diversified Consumer Services - 0.6%
Apollo Group, Inc. Class A (a)	7,862		304,967
Bright Horizons Family Solutions, Inc. (a)	1,296		47,641
Capella Education Co.	705		17,801
Career Education Corp. (a)	4,385		110,721
Coinstar, Inc. (a)	1,314		42,889
Corinthian Colleges, Inc. (a)	4,027		51,948
Educate, Inc. (a)	2,006		14,724
Escala Group, Inc. (a)(d)	1,471		7,046
Home Solutions America, Inc. (a)(d)	2,200		12,958
INVESTools, Inc. (a)	2,382		30,656
Laureate Education, Inc. (a)	2,095		108,877
Lincoln Educational Services Corp. (a)	1,025		12,700
Matthews International Corp. Class A	1,581		63,477
Princeton Review, Inc. (a)	2,495		13,224
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Diversified Consumer Services - continued
Steiner Leisure Ltd. (a)	1,008		$ 45,158
Stewart Enterprises, Inc. Class A	6,293		40,275
Strayer Education, Inc.	650		71,533
Vertrue, Inc. (a)	648		24,825
			1,021,420
Hotels, Restaurants & Leisure - 2.0%
AFC Enterprises, Inc. (a)	1,239		21,187
Ambassadors Group, Inc.	1,182		33,474
Ambassadors International, Inc.	632		25,564
Ameristar Casinos, Inc.	2,750		83,710
Applebee's International, Inc.	3,477		79,102
Benihana, Inc. Class A (sub. vtg.) (a)	308		8,624
BJ's Restaurants, Inc. (a)	1,440		29,894
Bob Evans Farms, Inc.	1,599		54,318
Buffalo Wild Wings, Inc. (a)	525		28,030
California Pizza Kitchen, Inc. (a)	954		29,917
Caribou Coffee Co., Inc. (a)(d)	751		6,759
CBRL Group, Inc.	1,674		71,798
Century Casinos, Inc. (a)	1,274		12,842
Churchill Downs, Inc.	828		33,103
Cosi, Inc. (a)	2,781		13,015
Ctrip.com International Ltd. sponsored ADR	935		51,911
Denny's Corp. (a)	4,175		19,247
Empire Resorts, Inc. (a)	1,238		8,121
FortuNet, Inc.	652		5,685
Gaming Partners International Corp.	484		8,349
Great Wolf Resorts, Inc. (a)	2,015		25,994
International Speedway Corp. Class A	1,243		64,425
Isle of Capri Casinos, Inc. (a)	1,599		44,164
Jamba, Inc. (a)	2,300		25,645
Lone Star Steakhouse & Saloon, Inc.	1,044		28,752
Magna Entertainment Corp. Class A (sub. vtg.) (a)	3,976		17,614
McCormick & Schmick's Seafood Restaurants (a)	955		23,951
Monarch Casino & Resort, Inc. (a)	1,171		27,589
Morgans Hotel Group Co.	1,582		23,160
MTR Gaming Group, Inc. (a)	1,937		21,501
Multimedia Games, Inc. (a)	1,321		12,365
O'Charleys, Inc. (a)	1,225		24,623
P.F. Chang's China Bistro, Inc. (a)	1,423		51,370
Panera Bread Co. Class A (a)	1,582		90,886
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Papa John's International, Inc. (a)	1,245		$ 38,595
Penn National Gaming, Inc. (a)	3,918		144,848
Premier Exhibitions, Inc. (a)	1,847		11,082
Progressive Gaming International Corp. (a)	1,555		12,440
Rare Hospitality International, Inc. (a)	1,617		52,342
Red Robin Gourmet Burgers, Inc. (a)	954		32,789
Ruth's Chris Steak House, Inc. (a)	774		14,667
Scientific Games Corp. Class A (a)	4,115		119,541
Shuffle Master, Inc. (a)(d)	1,745		54,339
Sonic Corp. (a)	3,216		75,512
Starbucks Corp. (a)	35,084		1,238,114
Texas Roadhouse, Inc. Class A (a)	2,836		38,967
The Cheesecake Factory, Inc. (a)	3,674		101,770
Town Sports International Holdings, Inc.	724		11,779
Trump Entertainment Resorts, Inc. (a)	1,148		24,475
Wynn Resorts Ltd.	4,632		406,921
Youbet.com, Inc. (a)	2,645		9,945
			3,494,815
Household Durables - 0.6%
Avatar Holdings, Inc. (a)	612		43,672
Bassett Furniture Industries, Inc.	1,031		18,249
California Coastal Communities, Inc.	898		18,580
Comstock Homebuilding Companies, Inc. Class A (a)	422		2,148
Craftmade International, Inc.	535		9,876
Directed Electronics, Inc.	697		10,079
Dixie Group, Inc. (a)	623		8,666
Dominion Homes, Inc. (a)(d)	638		3,720
Dorel Industries, Inc. Class B (sub. vtg.) (a)	1,243		36,113
Flexsteel Industries, Inc.	1,065		13,419
Garmin Ltd. (d)	10,071		512,513
Helen of Troy Ltd. (a)	1,293		30,554
Hooker Furniture Corp.	937		13,924
Interface, Inc. Class A (a)	1,848		27,461
iRobot Corp.	1,107		20,601
Kimball International, Inc. Class B	1,710		41,023
Lifetime Brands, Inc.	646		12,985
Makita Corp. sponsored ADR	358		10,335
Palm Harbor Homes, Inc. (a)	1,343		18,426
Stanley Furniture Co., Inc.	1,081		23,814
Syntax-Brillian Corp. (a)(d)	1,679		14,053
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Tarragon Corp.	1,209		$ 15,100
Universal Electronics, Inc. (a)	606		12,726
			918,037
Internet & Catalog Retail - 1.7%
1-800 CONTACTS, Inc. (a)	833		13,453
1-800-FLOWERS.com, Inc. Class A (a)	2,170		12,195
Amazon.com, Inc. (a)	19,172		773,398
Audible, Inc. (a)	944		7,514
Blue Nile, Inc. (a)(d)	823		27,579
Coldwater Creek, Inc. (a)	4,111		103,392
dELiA*s, Inc. (a)	1,507		13,970
Drugstore.com, Inc. (a)	3,924		13,224
Expedia, Inc. (a)	14,667		266,499
Gaiam, Inc. Class A (a)	1,008		13,789
GSI Commerce, Inc. (a)	2,229		36,489
IAC/InterActiveCorp	12,688		462,985
Liberty Media Holding Corp. - Interactive Series A (a)	31,121		708,314
Netflix, Inc. (a)	3,085		90,637
NutriSystem, Inc. (a)	1,636		112,966
Overstock.com, Inc. (a)	936		13,469
PC Mall, Inc. (a)	692		6,519
PetMed Express, Inc. (a)	1,478		19,007
Priceline.com, Inc. (a)	1,843		72,780
Shutterfly, Inc. (d)	1,020		15,626
Stamps.com, Inc. (a)	834		13,019
ValueVision Media, Inc. Class A (a)	1,961		25,924
VistaPrint Ltd. (a)	1,925		64,122
			2,886,870
Leisure Equipment & Products - 0.1%
Arctic Cat, Inc.	954		15,798
JAKKS Pacific, Inc. (a)	1,494		32,644
Pool Corp.	2,544		104,228
RC2 Corp. (a)	1,062		45,528
Smith & Wesson Holding Corp. (a)	1,853		24,182
			222,380
Media - 4.6%
ACME Communications, Inc. (a)	2,206		11,648
Alloy, Inc. (a)	753		9,104
Beasley Broadcast Group, Inc. Class A	1,144		8,134
Cadmus Communications Corp.	580		10,104
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
Carmike Cinemas, Inc.	738		$ 14,546
Central European Media Enterprises Ltd. Class A (a)	1,396		102,578
Charter Communications, Inc. Class A (a)	22,922		67,620
CKX, Inc. (a)	3,710		45,336
Comcast Corp.:
Class A	62,710		2,537,247
Class A (special) (a)	33,092		1,332,946
Courier Corp.	506		19,420
Crown Media Holdings, Inc. Class A (a)	4,463		14,415
CTC Media, Inc.	6,967		157,454
Cumulus Media, Inc. Class A (a)	2,459		24,959
Discovery Holding Co. Class A (a)	12,422		190,553
EchoStar Communications Corp. Class A (a)	9,296		334,749
EMAK Worldwide, Inc. (a)	1,236		7,540
Emmis Communications Corp. Class A	1,422		12,016
Fisher Communications, Inc. (a)	450		20,376
Focus Media Holding Ltd. ADR (a)	1,757		125,221
Gemstar-TV Guide International, Inc. (a)	20,206		62,437
Global Sources Ltd. (d)	1,626		22,276
Harris Interactive, Inc. (a)	3,296		15,788
IMAX Corp. (a)(d)	1,915		6,473
Knology, Inc.	2,387		23,870
Lakes Entertainment, Inc. (a)	1,534		14,573
Lamar Advertising Co. Class A (a)	4,177		252,082
Liberty Global, Inc.:
Class A (a)	9,178		247,531
Class B (a)	251		6,722
Class C (a)	9,640		252,182
Liberty Media Holding Corp. - Capital Series A (a)	6,308		554,599
LodgeNet Entertainment Corp. (a)	1,386		32,779
MDC Partners, Inc. Class A (sub. vtg.) (a)	1,112		7,895
Mediacom Communications Corp. Class A (a)	5,039		40,766
Morningstar, Inc. (a)	1,764		79,027
Navarre Corp. (a)	1,758		8,421
New Frontier Media, Inc. (a)	1,776		15,931
NTL, Inc.	14,795		356,412
Outdoor Channel Holdings, Inc. (a)	1,118		14,377
Private Media Group, Inc. (a)(d)	2,829		11,457
Radio One, Inc.:
Class A (a)	1,126		7,398
Class D (non-vtg.) (a)	3,831		24,863
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
RCN Corp. (a)	1,472		$ 44,248
Regent Communication, Inc. (a)	3,153		9,837
Reuters Group PLC sponsored ADR	768		41,027
Salem Communications Corp. Class A	957		11,829
Scholastic Corp. (a)	1,761		58,677
Sinclair Broadcast Group, Inc. Class A	2,452		24,397
Sirius Satellite Radio, Inc. (a)(d)	64,896		276,457
Spanish Broadcasting System, Inc. Class A	2,150		9,095
TiVo, Inc. (a)	3,587		20,446
Value Line, Inc.	504		29,343
WorldSpace, Inc. Class A (a)	895		4,368
WPP Group plc sponsored ADR	1,135		75,148
WPT Enterprises, Inc. (a)	911		3,772
XM Satellite Radio Holdings, Inc. Class A	12,884		186,045
Young Broadcasting, Inc. Class A (a)	1,058		2,317
			7,900,831
Multiline Retail - 0.9%
Conn's, Inc. (a)(d)	1,329		28,387
Dollar Tree Stores, Inc. (a)	4,542		136,305
Fred's, Inc. Class A	2,246		26,480
Sears Holdings Corp. (a)	7,140		1,223,939
The Bon-Ton Stores, Inc.	1,185		44,307
Tuesday Morning Corp.	1,998		35,165
			1,494,583
Specialty Retail - 2.2%
A.C. Moore Arts & Crafts, Inc. (a)	1,044		22,248
America's Car Mart, Inc. (a)	1,168		13,210
American Eagle Outfitters, Inc.	7,038		317,977
bebe Stores, Inc.	4,133		82,288
Bed Bath & Beyond, Inc. (a)	12,941		501,464
Big 5 Sporting Goods Corp.	1,279		31,297
Books-A-Million, Inc.	902		18,924
Cache, Inc. (a)	829		20,360
Casual Male Retail Group, Inc. (a)	1,630		22,902
Charlotte Russe Holding, Inc. (a)	1,332		40,186
Charming Shoppes, Inc. (a)	6,191		83,764
Citi Trends, Inc. (a)	738		32,664
Cost Plus, Inc. (a)	1,026		11,050
Deb Shops, Inc.	882		22,297
Dress Barn, Inc. (a)	3,162		76,584
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Finish Line, Inc. Class A	2,268		$ 31,616
Golf Galaxy, Inc. (a)	284		5,257
Golfsmith International Holdings, Inc.	698		6,450
Guitar Center, Inc. (a)	1,152		50,596
Gymboree Corp. (a)	1,404		55,879
Hibbett Sporting Goods, Inc. (a)	1,869		58,911
Hot Topic, Inc. (a)	2,308		30,812
Jos. A. Bank Clothiers, Inc. (a)	758		22,732
Kirkland's, Inc. (a)	1,108		5,108
Monro Muffler Brake, Inc.	918		34,241
Mothers Work, Inc. (a)	148		6,071
Movie Gallery, Inc. (a)(d)	1,610		4,572
O'Reilly Automotive, Inc. (a)	5,003		158,445
Pacific Sunwear of California, Inc. (a)	3,362		66,164
PETsMART, Inc.	6,891		203,836
Pomeroy IT Solutions, Inc. (a)	1,157		8,562
Rent-A-Center, Inc. (a)	3,646		99,682
Restoration Hardware, Inc. (a)	2,455		20,966
Ross Stores, Inc.	6,802		210,794
Select Comfort Corp. (a)	2,459		42,565
Sharper Image Corp. (a)	800		7,752
Shoe Carnival, Inc. (a)	1,007		27,149
Staples, Inc.	32,901		837,988
Stein Mart, Inc.	2,121		33,300
The Children's Place Retail Stores, Inc. (a)	1,455		93,877
Tractor Supply Co. (a)	2,069		98,484
Trans World Entertainment Corp. (a)	569		3,858
Tweeter Home Entertainment Group, Inc. (a)	1,971		4,987
United Retail Group, Inc. (a)	399		5,817
Urban Outfitters, Inc. (a)	7,554		168,303
West Marine, Inc. (a)	1,084		18,753
Wet Seal, Inc. Class A (a)	2,811		20,408
Wilsons Leather Experts, Inc. (a)	1,930		4,400
Zumiez, Inc. (a)	1,143		35,102
			3,780,652
Textiles, Apparel & Luxury Goods - 0.4%
Blue Holdings, Inc. (a)(d)	2,003		4,567
Charles & Colvard Ltd. (d)	906		7,348
Cherokee, Inc.	788		33,372
Columbia Sportswear Co.	1,861		109,520
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Crocs, Inc. (d)	1,728		$ 74,218
Deckers Outdoor Corp. (a)	489		27,286
Fossil, Inc. (a)	3,495		73,465
Iconix Brand Group, Inc. (a)	2,193		39,452
K-Swiss, Inc. Class A	1,261		41,878
Perry Ellis International, Inc. (a)	594		22,542
Quaker Fabric Corp. (a)	2,512		2,311
Steven Madden Ltd.	1,188		43,683
Tandy Brands Accessories, Inc.	1,208		14,411
True Religion Apparel, Inc. (a)(d)	1,135		17,252
Under Armour, Inc. Class A (sub. vtg.)	1,416		66,439
Velcro Industries NV	1,352		18,685
Volcom, Inc. (a)	1,010		32,734
Wacoal Holdings Corp. sponsored ADR	122		7,976
Warnaco Group, Inc. (a)	2,184		56,609
Weyco Group, Inc.	1,076		26,491
			720,239
TOTAL CONSUMER DISCRETIONARY			22,983,607
CONSUMER STAPLES - 1.7%
Beverages - 0.1%
Coca-Cola Bottling Co. Consolidated	378		23,863
Hansen Natural Corp. (a)	4,166		117,190
Jones Soda Co. (a)	1,003		9,659
MGP Ingredients, Inc.	755		16,467
			167,179
Food & Staples Retailing - 1.1%
Andersons, Inc.	606		24,967
Arden Group, Inc. Class A	229		29,768
Casey's General Stores, Inc.	2,256		56,152
Central European Distribution Corp. (a)(d)	1,794		51,398
Costco Wholesale Corp.	21,488		1,122,963
Ingles Markets, Inc. Class A	686		20,422
Nash-Finch Co.	378		9,998
Pathmark Stores, Inc. (a)	2,236		25,244
Performance Food Group Co. (a)	1,861		50,359
Pricesmart, Inc. (a)	1,458		25,121
Spartan Stores, Inc.	1,885		39,642
Susser Holdings Corp.	256		5,082
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
The Pantry, Inc. (a)	1,046		$ 51,275
Topps Co., Inc.	2,308		20,264
United Natural Foods, Inc. (a)	1,814		64,288
Whole Foods Market, Inc.	6,272		306,074
Wild Oats Markets, Inc. (a)	1,907		28,872
			1,931,889
Food Products - 0.3%
Alico, Inc.	304		17,325
Bridgford Foods Corp. (a)	2,293		15,203
Cal-Maine Foods, Inc.	1,343		11,120
Cresud S.A.C.I.F. y A. sponsored ADR	584		10,132
Diamond Foods, Inc.	1,496		26,030
Farmer Brothers Co.	900		18,909
Gold Kist, Inc. (a)	2,346		46,474
Green Mountain Coffee Roasters, Inc. (a)	380		18,696
Hain Celestial Group, Inc. (a)	1,743		52,360
Imperial Sugar Co.	611		14,077
J&J Snack Foods Corp.	1,044		39,964
Lancaster Colony Corp.	1,365		58,340
Lance, Inc.	1,799		34,397
Peet's Coffee & Tea, Inc. (a)	774		19,698
Premium Standard Farms, Inc.	1,333		25,314
Sanderson Farms, Inc.	936		25,880
SunOpta, Inc. (a)	3,427		33,619
			467,538
Household Products - 0.0%
Central Garden & Pet Co. Class A (a)	792		41,342
WD-40 Co.	810		26,325
			67,667
Personal Products - 0.2%
Bare Escentuals, Inc.	3,998		119,500
Chattem, Inc. (a)	1,224		59,658
Elizabeth Arden, Inc. (a)	1,095		20,148
Inter Parfums, Inc.	1,115		22,478
Mannatech, Inc. (d)	1,381		20,605
Parlux Fragrances, Inc. (a)(d)	1,356		8,950
Physicians Formula Holdings, Inc.	264		4,831
Common Stocks - continued
	Shares		Value (Note 1)
CONSUMER STAPLES - continued
Personal Products - continued
Reliv International, Inc.	730		$ 6,526
USANA Health Sciences, Inc. (a)	972		47,025
			309,721
Tobacco - 0.0%
Star Scientific, Inc. (a)(d)	3,906		14,335
TOTAL CONSUMER STAPLES			2,958,329
ENERGY - 1.3%
Energy Equipment & Services - 0.5%
Acergy SA sponsored ADR (a)	2,929		57,701
Bronco Drilling Co., Inc. (a)	815		15,746
Dawson Geophysical Co. (a)	413		14,988
Global Industries Ltd. (a)	5,567		79,497
Gulf Island Fabrication, Inc.	593		22,315
Gulfmark Offshore, Inc. (a)	1,224		49,290
Hercules Offshore, Inc. (a)	1,440		49,061
Horizon Offshore, Inc. (a)	1,331		22,095
Hydril Co. (a)	970		73,390
Lufkin Industries, Inc.	736		43,056
Matrix Service Co. (a)	989		15,804
Patterson-UTI Energy, Inc.	7,878		218,299
PHI, Inc. (non-vtg.) (a)	362		12,257
Superior Well Services, Inc. (a)	1,025		24,528
T-3 Energy Services, Inc. (a)	592		12,929
Tesco Corp. (a)	2,013		34,688
Trico Marine Services, Inc. (a)	644		23,409
Union Drilling, Inc.	957		13,341
Warrior Energy Service Corp. (a)	644		18,708
			801,102
Oil, Gas & Consumable Fuels - 0.8%
Alliance Holdings GP, LP	2,507		46,580
Alliance Resource Partners LP	1,296		44,375
APCO Argentina, Inc.	319		27,434
Atlas America, Inc. (a)	740		35,964
ATP Oil & Gas Corp. (a)	1,400		63,350
BreitBurn Energy Partners LP	970		20,952
Brigham Exploration Co. (a)	2,636		22,696
Calumet Specialty Products Partners LP	483		18,393
Carrizo Oil & Gas, Inc. (a)	949		31,602
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Clayton Williams Energy, Inc. (a)	558		$ 22,035
Copano Energy LLC	847		50,066
CREDO Petroleum Corp. (a)	360		4,507
Crosstex Energy LP	698		26,210
Crosstex Energy, Inc.	721		69,980
Delta Petroleum Corp. (a)	2,786		84,193
Dorchester Minerals LP	1,401		34,787
Double Eagle Petroleum Co. (a)(d)	938		23,919
Edge Petroleum Corp. (a)	577		11,453
FX Energy, Inc. (a)	2,631		18,417
Geomet, Inc.	1,805		18,880
GMX Resources, Inc. (a)	785		34,297
Golar LNG Ltd. (NASDAQ) (a)	2,744		36,385
Green Plains Renewable Energy, Inc. (a)	268		7,429
Gulfport Energy Corp. (a)	692		8,262
Inergy Holdings LP	572		22,114
Inergy LP	2,068		61,233
Ivanhoe Energy, Inc. (a)	10,514		14,404
James River Coal Co. (a)(d)	572		5,937
Knightsbridge Tankers Ltd.	558		14,246
Linn Energy LLC	1,222		32,065
Marine Petroleum Trust	662		16,054
NGAS Resources, Inc. (a)(d)	1,570		12,372
Pacific Ethanol, Inc. (a)(d)	1,743		33,030
Parallel Petroleum Corp. (a)	2,302		45,465
Petrohawk Energy Corp. (a)	7,660		99,350
Petroleum Development Corp. (a)	991		41,850
PrimeEnergy Corp. (a)	184		12,492
Quest Resource Corp. (a)	1,525		17,187
Ram Energy Resources, Inc. (a)	1,238		6,462
Regency Energy Partners LP	578		15,566
Rosetta Resources, Inc. (a)	2,185		41,056
Syntroleum Corp. (a)	3,224		8,511
TC Pipelines LP	756		24,268
The Exploration Co. of Delaware, Inc. (a)	3,115		42,925
Top Tankers, Inc.	1,807		9,469
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Toreador Resources Corp. (a)(d)	1,005		$ 24,633
Warren Resources, Inc. (a)	1,943		25,978
			1,388,833
TOTAL ENERGY			2,189,935
FINANCIALS - 11.0%
Capital Markets - 2.2%
American Capital Strategies Ltd.	6,519		295,180
Calamos Asset Management, Inc. Class A	1,125		30,915
Capital Southwest Corp.	161		20,821
Charles Schwab Corp.	59,413		1,089,634
Cowen Group, Inc.	704		11,919
FirstCity Financial Corp. (a)	1,040		10,858
GFI Group, Inc. (a)	1,366		77,261
Harris & Harris Group, Inc. (a)	1,477		21,801
International Assets Holding Corp. (a)	523		18,357
Investors Financial Services Corp.	3,028		120,424
Knight Capital Group, Inc. Class A (a)	5,105		89,899
MarketAxess Holdings, Inc. (a)	1,022		14,717
Northern Trust Corp.	9,852		561,170
optionsXpress Holdings, Inc.	2,965		85,481
Penson Worldwide, Inc.	1,080		24,246
Sanders Morris Harris Group, Inc.	1,171		15,012
SEI Investments Co.	4,431		257,840
T. Rowe Price Group, Inc.	12,113		524,856
TD Ameritrade Holding Corp.	27,987		491,452
Thomas Weisel Partners Group, Inc.	897		19,124
TradeStation Group, Inc. (a)	2,175		31,733
U.S. Global Investments, Inc. Class A (d)	324		16,317
			3,829,017
Commercial Banks - 5.3%
1st Source Corp.	1,347		42,121
Abington Community Bancorp, Inc.	886		17,259
Alabama National Bancorp, Delaware	722		49,443
Alliance Financial Corp. (d)	416		12,646
Amcore Financial, Inc.	936		29,802
American National Bankshares, Inc.	625		14,563
American River Bankshares	538		13,509
AmericanWest Bancorp	951		20,798
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Ameris Bancorp	559		$ 15,602
Ames National Corp.	429		9,095
Arrow Financial Corp.	337		8,270
Associated Banc-Corp.	5,650		187,806
BancFirst Corp.	720		38,354
Bancorp Rhode Island, Inc.	449		19,419
Bancorp, Inc., Delaware (a)	738		19,786
Bancshares of Florida, Inc. (a)	686		14,324
BancTrust Financial Group, Inc.	536		12,977
Bank of Granite Corp.	1,238		23,089
Bank of Marin, California	433		14,700
Bank of the Ozarks, Inc.	864		28,296
BankFinancial Corp.	1,457		25,512
Banner Corp.	882		40,272
BNC Bancorp	383		7,086
BOK Financial Corp.	2,778		149,706
Boston Private Financial Holdings, Inc.	1,761		47,811
Bridge Capital Holdings (a)	634		13,238
Bryn Mawr Bank Corp.	700		17,024
Capital Bank Corp.	1,254		21,694
Capital City Bank Group, Inc.	650		22,120
Capital Corp. of the West	489		15,633
Cardinal Financial Corp.	1,535		15,273
Cascade Bancorp	1,522		46,041
Cascade Financial Corp.	1,061		18,037
Cathay General Bancorp	2,338		80,334
Centennial Bank Holdings, Inc., Delaware (a)	2,830		26,970
Center Bancorp, Inc.	1,265		20,240
Center Financial Corp., California	307		6,886
Centerstate Banks of Florida, Inc.	754		15,819
Century Bancorp, Inc. Class A (non-vtg.)	594		15,741
Chemical Financial Corp.	1,115		36,416
Citizens & Northern Corp. (d)	377		8,441
Citizens Banking Corp., Michigan	1,825		48,983
City Holding Co.	684		27,018
CNB Financial Corp., Pennsylvania (d)	842		11,645
CoBiz, Inc.	1,600		37,104
Colony Bankcorp, Inc.	488		8,965
Columbia Bancorp, Oregon	469		11,852
Columbia Banking Systems, Inc.	973		32,722
Commerce Bancshares, Inc.	3,094		150,337
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Commercial Bankshares, Inc.	644		$ 24,627
Community Bank of Nevada (a)	284		8,631
Community Banks, Inc.	1,484		40,691
Community Trust Bancorp, Inc.	702		28,368
Compass Bancshares, Inc.	5,686		324,898
CVB Financial Corp.	3,469		50,439
Eagle Bancorp, Inc., Maryland	821		14,614
East West Bancorp, Inc.	2,730		97,215
Eastern Virgina Bankshares, Inc.	340		7,449
Enterprise Financial Services Corp.	1,024		31,826
EuroBancshares, Inc. (a)	529		4,899
Farmers Capital Bank Corp.	648		21,527
Fidelity Southern Corp.	862		16,033
Fifth Third Bancorp	25,319		998,328
Financial Institutions, Inc.	803		18,742
First Bancorp, North Carolina	864		18,066
First Charter Corp.	1,527		36,724
First Citizen Bancshares, Inc.	360		71,838
First Community Bancorp, California	1,360		73,454
First Community Bancshares, Inc.	414		15,591
First Financial Bancorp, Ohio	2,356		39,086
First Financial Bankshares, Inc.	825		34,419
First Financial Corp., Indiana	648		21,967
First Indiana Corp.	534		13,259
First M&F Corp.	648		11,923
First Mariner Bancorp, Inc. (a)	1,055		19,929
First Merchants Corp.	702		18,722
First Midwest Bancorp, Inc., Delaware	2,166		80,684
First National Lincoln Corp., Maine	779		13,025
First of Long Island Corp.	522		22,263
First Regional Bancorp (a)	597		20,095
First Security Group, Inc.	1,292		14,819
First South Bancorp, Inc., Virginia (d)	615		18,419
First State Bancorp.	453		11,579
First United Corp.	682		15,018
Firstbank Corp., Michigan	393		9,161
FirstMerit Corp.	3,459		81,978
Flag Financial Corp.	1,351		34,383
FNB Corp., North Carolina	483		8,612
FNB Corp., Virginia	702		27,448
FNB Financial Services Corp.	392		5,876
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Frontier Financial Corp., Washington	1,693		$ 50,858
Fulton Financial Corp.	8,016		130,260
Gateway Financial Holdings, Inc.	934		13,580
GB&T Bancshares, Inc.	900		19,719
German American Bancorp, Inc.	1,459		21,010
Glacier Bancorp, Inc.	1,668		59,281
Great Southern Bancorp, Inc.	643		18,808
Greater Bay Bancorp	2,364		60,849
Greater Community Bancorp	958		15,615
Greene County Bancshares, Inc.	216		8,325
Grupo Financiero Galicia SA sponsored ADR (a)	2,204		17,500
Hancock Holding Co.	1,548		83,159
Hanmi Financial Corp.	2,316		50,558
Harleysville National Corp., Pennsylvania	1,055		21,322
Heartland Financial USA, Inc.	864		25,013
Heritage Commerce Corp.	845		21,902
Heritage Financial Corp., Washington	342		8,345
Home Bancshares, Inc.	604		13,415
Horizon Financial Corp.	788		19,456
Huntington Bancshares, Inc.	10,912		265,271
IBERIABANK Corp.	417		23,782
Independent Bank Corp., Massachusetts	720		24,739
Independent Bank Corp., Michigan	875		20,554
Integra Bank Corp.	990		27,572
Integrity Bancshares, Inc. (a)(d)	455		5,924
Interchange Financial Services Corp.	1,368		31,355
International Bancshares Corp.	2,643		81,695
Intervest Bancshares Corp. Class A (a)	390		13,603
Investors Bancorp, Inc. (a)	5,401		82,581
Lakeland Bancorp, Inc.	1,381		20,646
Lakeland Financial Corp.	630		15,693
Leesport Financial Corp.	505		12,367
LNB Bancorp, Inc.	1,068		17,772
LSB Bancshares, Inc.	1,210		20,328
Macatawa Bank Corp.	612		13,531
MainSource Financial Group, Inc.	471		8,600
MB Financial, Inc.	1,681		60,382
MBT Financial Corp.	1,226		18,807
Mercantile Bank Corp.	291		11,128
Mercantile Bankshares Corp.	5,293		241,414
Merchants Bancshares, Inc.	829		19,689
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Metrocorp Bancshares, Inc.	810		$ 17,731
Mid-State Bancshares	1,044		37,970
Midwest Banc Holdings, Inc.	1,563		36,418
Nara Bancorp, Inc.	1,081		21,923
National Bankshares, Inc.	973		23,284
National Penn Bancshares, Inc.	2,315		47,064
NBT Bancorp, Inc.	1,509		37,348
North Valley Bancorp	683		12,636
Northern Empire Bancshares	452		13,244
Northern States Financial Corp.	471		9,326
Northrim Bancorp, Inc.	450		12,299
Old Point Financial Corp.	433		12,254
Old Second Bancorp, Inc.	572		17,234
Omega Financial Corp.	578		18,762
Pacific Capital Bancorp	1,737		56,609
Pacific Continental Corp.	1,064		20,642
Pacific Mercantile Bancorp (a)	658		11,008
Penns Woods Bancorp, Inc.	558		20,674
Pennsylvania Communication Bancorp, Inc. (a)	452		11,485
Peoples Bancorp, Inc.	594		16,953
Pinnacle Financial Partners, Inc. (a)	848		27,780
Placer Sierra Bancshares	1,003		23,410
Popular, Inc.	12,070		213,639
Preferred Bank, Los Angeles California	417		23,756
PremierWest Bancorp	824		12,739
PrivateBancorp, Inc.	972		38,987
Prosperity Bancshares, Inc.	1,466		49,712
Provident Bankshares Corp.	1,420		52,355
Renasant Corp.	950		28,985
Republic Bancorp, Inc.	3,596		49,121
Republic Bancorp, Inc., Kentucky Class A	1,255		31,224
Republic First Bancorp, Inc.	842		10,870
Royal Bancshares of Pennsylvania, Inc. Class A	830		20,592
S&T Bancorp, Inc.	1,080		36,612
S.Y. Bancorp, Inc.	576		16,059
Sandy Spring Bancorp, Inc.	540		20,320
SCBT Financial Corp.	287		11,603
Seacoast Banking Corp., Florida	1,026		24,624
Security Bank Corp., Georgia	1,028		25,597
Shore Bancshares, Inc.	578		16,698
Sierra Bancorp	560		17,231
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Signature Bank, New York (a)	1,201		$ 38,624
Simmons First National Corp. Class A	900		28,881
Sky Financial Group, Inc.	4,387		108,578
Slade's Ferry Bancorp	183		3,290
Smithtown Bancorp, Inc.	628		17,207
South Financial Group, Inc.	3,665		95,253
Southern Community Financial Corp.	1,937		19,757
Southside Bancshares, Inc.	663		17,165
Southwest Bancorp, Inc., Oklahoma	1,152		30,770
State Bancorp, Inc., New York	682		12,303
State National Bancshares, Inc.	482		18,437
Sterling Bancshares, Inc.	2,328		42,882
Sterling Financial Corp., Pennsylvania	1,416		32,908
Sterling Financial Corp., Washington	1,592		53,412
Suffolk Bancorp	468		16,984
Summit Bancshares, Inc.	596		16,324
Summit Financial Group, Inc. (d)	470		9,015
Sun Bancorp, Inc., New Jersey	839		16,881
Superior Bancorp (a)	969		10,514
Susquehanna Bancshares, Inc., Pennsylvania	1,933		53,467
SVB Financial Group (a)	1,617		76,775
Taylor Capital Group, Inc.	338		12,398
Temecula Valley Bancorp, Inc. (a)	686		15,442
Texas Capital Bancshares, Inc. (a)	1,581		30,830
Texas United Bancshares, Inc.	522		17,571
TIB Financial Corp.	1,013		17,424
Trico Bancshares	1,188		32,124
Trustmark Corp.	2,113		68,926
UCBH Holdings, Inc.	3,839		64,726
UMB Financial Corp.	2,336		85,918
Umpqua Holdings Corp.	2,247		67,455
Union Bankshares Corp.	1,047		32,405
United Bankshares, Inc., West Virginia	1,635		63,078
United Community Banks, Inc., Georgia	1,742		58,061
United Security Bancshares, Inc.	558		15,345
United Security Bancshares, California (d)	1,076		26,782
Univest Corp. of Pennsylvania	1,096		33,855
Vineyard National Bancorp	524		11,329
Virginia Commerce Bancorp, Inc. (a)	1,598		31,065
Virginia Financial Group, Inc.	839		23,047
Washington Trust Bancorp, Inc.	828		23,259
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
WesBanco, Inc.	810		$ 26,438
West Bancorp., Inc.	825		15,015
West Coast Bancorp, Oregon	954		32,903
Westamerica Bancorp.	1,545		76,524
Whitney Holding Corp.	2,822		90,953
Wilshire Bancorp, Inc.	1,225		23,410
Wintrust Financial Corp.	1,261		60,049
Yadkin Valley Financial Corp.	1,441		26,097
Yardville National Bancorp	846		32,850
Zions Bancorp	4,757		372,188
			9,107,484
Consumer Finance - 0.2%
Advanta Corp.:
Class A	560		23,346
Class B	861		39,279
Asta Funding, Inc.	610		20,081
Cash Systems, Inc. (a)	1,550		10,106
CompuCredit Corp. (a)	2,438		91,815
Consumer Portfolio Services, Inc. (a)	1,213		8,321
Credit Acceptance Corp. (a)	1,525		49,974
Dollar Financial Corp. (a)	811		23,730
EZCORP, Inc. Class A (a)	485		22,659
First Cash Financial Services, Inc. (a)	1,886		38,531
QC Holdings, Inc. (a)	988		14,385
United Panam Financial Corp. (a)	954		11,524
World Acceptance Corp. (a)	1,116		50,655
			404,406
Diversified Financial Services - 0.2%
Asset Acceptance Capital Corp. (a)	1,727		28,755
Compass Diversified Trust	788		13,475
Elron Electronic Industries Ltd. (a)	1,991		25,266
Encore Capital Group, Inc. (a)	1,693		23,567
First Albany Companies, Inc. (a)	1,283		2,887
Marlin Business Services Corp. (a)	720		15,610
Medallion Financial Corp.	1,314		15,584
PICO Holdings, Inc. (a)	507		16,102
Portfolio Recovery Associates, Inc. (a)	792		36,155
Resource America, Inc. Class A	824		21,704
The NASDAQ Stock Market, Inc. (a)	4,972		199,626
			398,731
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - 1.4%
Affirmative Insurance Holdings, Inc.	684		$ 11,019
Alfa Corp.	3,676		71,241
American National Insurance Co.	1,243		141,913
American Physicians Capital, Inc. (a)	1,026		40,958
Amerisafe, Inc.	850		11,611
Arch Capital Group Ltd.	3,251		217,167
Argonaut Group, Inc. (a)	1,635		55,394
Baldwin & Lyons, Inc. Class B	936		25,038
Brooke Corp.	985		11,091
Cincinnati Financial Corp.	7,632		337,945
Direct General Corp.	811		13,300
Donegal Group, Inc. Class A	462		8,866
Eastern Insurance Holdings, Inc.	343		4,905
eHealth, Inc.	970		21,738
EMC Insurance Group	911		31,411
Enstar Group, Inc. (a)	233		21,650
Erie Indemnity Co. Class A	2,780		156,458
FPIC Insurance Group, Inc. (a)	345		13,369
Harleysville Group, Inc.	1,491		53,020
Infinity Property & Casualty Corp.	990		44,699
IPC Holdings Ltd.	2,914		90,917
James River Group, Inc.	740		24,864
Kansas City Life Insurance Co.	612		31,542
Max Re Capital Ltd.	2,141		51,384
Millea Holdings, Inc. sponsored ADR	2,297		82,026
National Interstate Corp.	875		22,111
National Western Life Insurance Co. Class A	144		32,898
Navigators Group, Inc. (a)	794		36,738
Ohio Casualty Corp.	2,978		86,987
Philadelphia Consolidated Holdings Corp. (a)	3,028		134,897
PMA Capital Corp. Class A	1,901		16,862
Presidential Life Corp.	1,728		38,690
ProCentury Corp.	886		15,673
Quanta Capital Holdings Ltd. (a)	2,602		5,907
RAM Holdings Ltd.	985		13,751
Republic Companies Group, Inc.	470		9,602
Safety Insurance Group, Inc.	650		34,047
SeaBright Insurance Holdings, Inc. (a)	886		14,132
Selective Insurance Group, Inc.	1,396		77,506
Specialty Underwriters' Alliance, Inc. (a)	1,686		17,501
State Auto Financial Corp.	1,933		64,485
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - continued
The Midland Co.	990		$ 45,095
Tower Group, Inc.	776		25,561
United America Indemnity Ltd. Class A (a)	1,022		25,642
United Fire & Casualty Co.	1,219		43,031
Universal American Financial Corp. (a)	2,950		55,313
USI Holdings Corp. (a)	2,321		36,347
			2,426,302
Real Estate Investment Trusts - 0.1%
America First Apartment Investment, Inc.	1,360		25,514
Fieldstone Investment Corp.	2,255		12,673
Gladstone Commercial Corp.	680		13,661
Investors Real Estate Trust	2,971		30,185
Monmouth Real Estate Investment Corp. Class A	2,578		21,397
Origen Financial, Inc.	2,523		13,877
Vestin Realty Mortgage II, Inc.	1,346		9,395
			126,702
Real Estate Management & Development - 0.1%
Elbit Medical Imaging Ltd.	1,423		44,270
Eurotrust A/S sponsored ADR (a)	1,489		20,831
Housevalues, Inc. (a)	1,022		5,488
Move, Inc. (a)	7,483		41,456
ZipRealty, Inc. (a)	1,489		11,555
			123,600
Thrifts & Mortgage Finance - 1.5%
Accredited Home Lenders Holding Co. (a)	1,080		32,000
Anchor BanCorp Wisconsin, Inc.	1,116		31,985
Atlantic Coast Federal Corp.	847		15,246
Bank Mutual Corp.	3,359		40,711
BankUnited Financial Corp. Class A	1,635		41,693
Berkshire Hills Bancorp, Inc.	161		5,431
Beverly Hills Bancorp, Inc.	662		5,746
Brookline Bancorp, Inc., Delaware	2,465		33,278
Camco Financial Corp.	1,381		17,746
Capital Crossing Bank (a)	327		9,647
Capitol Federal Financial	3,028		112,884
CFS Bancorp, Inc.	1,061		15,183
Charter Financial Corp., Georgia	900		46,125
Citizens First Bancorp, Inc., Delaware	537		15,702
Citizens South Banking Corp., Delaware	573		7,306
City Bank Lynnwood, Washington	612		32,730
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Clayton Holdings, Inc.	1,152		$ 17,234
Clifton Savings Bancorp, Inc.	1,191		14,292
Coastal Financial Corp.	1,345		18,655
Cooperative Bankshares, Inc.	757		13,830
Corus Bankshares, Inc. (d)	2,482		55,622
Dime Community Bancshares, Inc.	1,834		25,804
ESB Financial Corp.	1,776		19,234
Fidelity Bankshares, Inc.	1,206		47,468
First Busey Corp.	1,026		24,214
First Defiance Financial Corp.	413		12,291
First Federal Bancshares of Arkansas, Inc.	507		12,259
First Financial Holdings, Inc.	594		22,346
First Niagara Financial Group, Inc.	4,933		70,887
First PacTrust Bancorp, Inc.	572		15,930
First Place Financial Corp.	1,062		25,860
FirstBank NW Corp., Delaware	311		8,975
Flushing Financial Corp.	1,109		18,853
FMS Financial Corp.	965		30,301
Franklin Bank Corp.	1,025		20,111
Harbor Florida Bancshares, Inc.	1,080		47,056
HMN Financial, Inc.	273		9,255
Home Federal Bancorp, Inc., Delaware	951		16,528
Hudson City Bancorp, Inc.	26,548		352,292
ITLA Capital Corp.	129		6,840
K-Fed Bancorp	1,040		19,448
Kearny Financial Corp.	3,380		55,804
KNBT Bancorp, Inc.	1,782		29,938
LSB Corp.	949		15,383
MAF Bancorp., Inc.	1,761		77,466
MASSBANK Corp.	379		12,401
MutualFirst Financial, Inc.	430		9,516
NASB Financial, Inc.	612		25,820
NetBank, Inc. (a)	2,491		11,409
NexCen Brands, Inc. (a)	3,404		24,985
North Central Bancshares, Inc.	339		13,391
Northwest Bancorp, Inc.	1,951		53,633
OceanFirst Financial Corp.	1,254		27,738
Pamrapo Bancorp, Inc.	825		20,526
Parkvale Financial Corp.	356		11,107
Partners Trust Financial Group, Inc.	2,266		25,719
Pennfed Financial Services, Inc.	665		12,874
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
People's Bank, Connecticut	6,605		$ 294,517
Provident Financial Holdings, Inc.	287		8,736
Provident New York Bancorp	1,920		29,222
Pulaski Financial Corp.	1,009		16,144
PVF Capital Corp.	374		3,852
Riverview Bancorp, Inc.	606		9,369
Rockville Financial, Inc.	769		12,896
Roma Financial Corp. (a)	895		14,222
Severn Bancorp, Inc.	857		16,283
Synergy Financial Group, Inc., New Jersey	1,162		18,708
TierOne Corp.	954		29,755
Timberland Bancorp, Inc.	468		17,353
Triad Guaranty, Inc. (a)	666		35,831
Trustco Bank Corp., New York	3,582		40,369
United Community Financial Corp., Ohio	1,640		20,451
United Western Bancorp, Inc. (a)	319		6,444
ViewPoint Financial Group (a)	1,110		18,870
Washington Federal, Inc.	3,938		91,519
Wauwatosa Holdings, Inc. (a)	1,423		25,216
Willow Financial Bancorp, Inc.	1,387		20,805
WSFS Financial Corp.	338		21,825
			2,569,095
TOTAL FINANCIALS			18,985,337
HEALTH CARE - 13.6%
Biotechnology - 7.0%
Aastrom Biosciences, Inc. (a)(d)	5,877		7,934
Acadia Pharmaceuticals, Inc. (a)	1,166		10,914
Accentia Biopharmaceutical, Inc. (a)(d)	1,128		3,756
AEterna Zentaris, Inc. (sub. vtg.) (a)	3,679		19,425
Alexion Pharmaceuticals, Inc. (a)	1,311		56,740
Alkermes, Inc. (a)	4,633		70,329
Allos Therapeutics, Inc. (a)(d)	5,307		31,258
Alnylam Pharmaceuticals, Inc. (a)	1,565		33,601
Altus Pharmaceuticals, Inc.	956		17,504
Amgen, Inc. (a)	53,952		3,830,592
Amylin Pharmaceuticals, Inc. (a)	5,654		226,160
Anadys Pharmaceuticals, Inc. (a)	1,759		8,795
Angiotech Pharmaceuticals, Inc. (a)	4,122		35,367
Antigenics, Inc. (a)	2,421		5,133
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Arena Pharmaceuticals, Inc. (a)	2,303		$ 29,709
ARIAD Pharmaceuticals, Inc. (a)	2,222		11,932
ArQule, Inc. (a)	2,221		11,238
Array Biopharma, Inc. (a)	3,400		44,812
Avant Immunotherapeutics, Inc. (a)	8,590		12,541
AVI BioPharma, Inc. (a)(d)	2,325		8,440
BioCryst Pharmaceuticals, Inc. (a)	1,880		21,488
Bioenvision, Inc. (a)	1,700		8,432
Biogen Idec, Inc. (a)	15,840		827,798
BioMarin Pharmaceutical, Inc. (a)	4,452		76,174
Biopure Corp. Class A (a)	441		357
Celgene Corp. (a)	17,144		955,435
Cell Genesys, Inc. (a)	2,315		8,982
Cell Therapeutics, Inc. (a)(d)	3,205		5,833
Cephalon, Inc. (a)	2,816		210,806
Cepheid, Inc. (a)	2,897		27,348
Coley Pharmaceutical Group, Inc. (a)	1,403		16,149
Combinatorx, Inc.	951		8,626
Cotherix, Inc. (a)	1,661		22,174
Critical Therapeutics, Inc. (a)(d)	2,145		4,183
Crucell NV sponsored ADR (a)	560		13,507
Cubist Pharmaceuticals, Inc. (a)	2,497		50,839
CuraGen Corp. (a)	3,588		15,715
Curis, Inc. (a)	3,081		4,745
CV Therapeutics, Inc. (a)	2,404		28,800
Cytogen Corp. (a)	1,161		2,844
Cytokinetics, Inc. (a)	1,218		9,196
deCODE genetics, Inc. (a)	3,410		14,765
Dendreon Corp. (a)	2,722		11,705
Digene Corp. (a)	1,009		51,560
Dyax Corp. (a)	1,809		5,753
Dynavax Technologies Corp. (a)	1,104		10,367
Encysive Pharmaceuticals, Inc. (a)(d)	2,918		17,625
EntreMed, Inc. (a)	6,020		11,980
Enzon Pharmaceuticals, Inc. (a)	2,289		19,067
Exact Sciences Corp. (a)	1,148		2,491
Favrille, Inc. (a)	264		758
Genaera Corp. (a)	3,441		1,273
Genelabs Technologies, Inc. (a)	2,147		3,800
Genitope Corp. (a)(d)	1,071		3,834
Genomic Health, Inc. (a)	953		18,002
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Genta, Inc. (a)	3,870		$ 3,096
Genzyme Corp. (a)	11,849		763,076
Geron Corp. (a)(d)	4,136		32,798
Gilead Sciences, Inc. (a)	21,144		1,393,812
GTx, Inc. (a)	1,776		27,386
Hana Biosciences, Inc. (a)	1,499		10,343
Human Genome Sciences, Inc. (a)	6,583		82,419
ICOS Corp. (a)	3,118		100,680
Idenix Pharmaceuticals, Inc. (a)(d)	2,633		24,750
ImClone Systems, Inc. (a)	3,792		113,381
ImmunoGen, Inc. (a)	2,974		16,327
Immunomedics, Inc. (a)(d)	3,026		7,716
Incyte Corp. (a)	4,158		21,788
Indevus Pharmaceuticals, Inc. (a)	2,973		22,416
Infinity Pharmaceuticals, Inc. (a)	535		7,538
Inhibitex, Inc. (a)	1,647		2,866
InterMune, Inc. (a)	1,746		37,364
Introgen Therapeutics, Inc. (a)(d)	1,912		8,547
Isis Pharmaceuticals, Inc. (a)	3,569		36,439
Keryx Biopharmaceuticals, Inc. (a)	2,460		33,948
Kosan Biosciences, Inc. (a)	2,100		11,130
La Jolla Pharmaceutical Co. (a)	531		1,763
Lexicon Genetics, Inc. (a)	3,996		14,825
Ligand Pharmaceuticals, Inc. Class B (a)	2,885		30,927
MannKind Corp. (a)(d)	2,681		43,968
Marshall Edwards, Inc. (a)(d)	2,708		8,449
Martek Biosciences (a)(d)	1,403		34,374
Maxygen, Inc. (a)	2,056		18,298
Medarex, Inc. (a)	5,993		80,846
MedImmune, Inc. (a)	11,270		368,416
Memory Pharmaceuticals Corp. (a)	3,868		9,670
Metabasis Therapeutics, Inc. (a)	1,859		14,035
Millennium Pharmaceuticals, Inc. (a)	14,542		163,598
Momenta Pharmaceuticals, Inc. (a)	1,330		23,049
Monogram Biosciences, Inc. (a)	7,699		12,934
Myriad Genetics, Inc. (a)	1,707		51,893
Nabi Biopharmaceuticals (a)	2,687		18,970
Neopharm, Inc. (a)	1,327		9,700
Neose Technologies, Inc. (a)	1,612		3,998
Neurochem, Inc. (a)(d)	1,637		41,554
Neurocrine Biosciences, Inc. (a)	1,705		15,754
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
Neurogen Corp. (a)	2,239		$ 12,113
Northfield Laboratories, Inc. (a)(d)	1,672		25,648
Novacea, Inc.	393		2,759
Novavax, Inc. (a)(d)	2,114		10,570
NPS Pharmaceuticals, Inc. (a)	1,899		9,723
Nuvelo, Inc. (a)	2,741		52,655
Omrix Biopharmaceuticals, Inc.	1,162		34,372
ONYX Pharmaceuticals, Inc. (a)	1,744		30,520
Orchid Cellmark, Inc. (a)	895		2,882
Origin Agritech Ltd. (a)	835		10,245
Orthologic Corp. (a)	3,153		4,288
Oscient Pharmaceuticals Corp. (a)	397		2,342
OSI Pharmaceuticals, Inc. (a)(d)	2,607		95,625
Osiris Therapeutics, Inc. (d)	1,685		35,739
Panacos Pharmaceuticals, Inc. (a)	2,385		15,455
PDL BioPharma, Inc. (a)	5,536		125,723
Peregrine Pharmaceuticals, Inc. (a)	8,310		10,304
Pharmacopeia Drug Discovery, Inc. (a)	752		3,083
Pharmacyclics, Inc. (a)	1,399		7,904
Pharmion Corp. (a)	1,330		32,931
PRAECIS Pharmaceuticals, Inc. (a)	678		1,322
Progenics Pharmaceuticals, Inc. (a)	846		23,163
QLT, Inc. (a)	4,173		36,138
Regeneron Pharmaceuticals, Inc. (a)	2,564		55,152
Renovis, Inc. (a)	967		3,094
Rigel Pharmaceuticals, Inc. (a)	1,157		12,715
Sangamo Biosciences, Inc. (a)	2,171		17,173
Savient Pharmaceuticals, Inc. (a)	3,995		46,622
SciClone Pharmaceuticals, Inc. (a)	2,313		5,736
Seattle Genetics, Inc. (a)	2,295		12,600
Senomyx, Inc. (a)	1,835		24,699
Sirna Therapeutics, Inc. (a)	2,291		29,508
Solexa, Inc. (a)	1,678		20,572
Sonus Pharmaceuticals, Inc. (a)	1,664		9,734
StemCells, Inc. (a)	3,941		11,744
Sunesis Pharmaceuticals, Inc. (a)	2,271		10,492
Tanox, Inc. (a)	2,333		45,797
Telik, Inc. (a)(d)	2,902		49,363
Threshold Pharmaceuticals, Inc. (a)	2,454		7,043
TorreyPines Therapeutics, Inc. (a)	286		1,810
Trimeris, Inc. (a)	1,068		12,293
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Biotechnology - continued
United Therapeutics Corp. (a)	1,062		$ 61,830
Vanda Pharmaceuticals, Inc.	1,861		27,803
Vasogen, Inc. (a)	3,475		1,348
Vertex Pharmaceuticals, Inc. (a)	5,745		254,504
ViaCell, Inc. (a)	1,823		9,024
Vical, Inc. (a)	2,477		15,927
Vion Pharmaceuticals, Inc. (a)	4,586		7,567
XOMA Ltd. (a)	3,924		8,907
Zymogenetics, Inc. (a)	3,325		52,236
			12,094,229
Health Care Equipment & Supplies - 2.2%
Abaxis, Inc. (a)	1,360		26,262
Abiomed, Inc. (a)	1,496		18,954
Adeza Biomedical Corp. (a)	913		13,969
Aksys Ltd. (d)	1,883		1,017
Align Technology, Inc. (a)	3,176		41,701
Alphatec Holdings, Inc.	949		3,824
American Medical Systems Holdings, Inc. (a)	3,396		58,445
Analogic Corp.	612		32,375
Angiodynamics, Inc. (a)	503		10,528
Anika Therapeutics, Inc. (a)	1,477		18,640
Arrow International, Inc.	2,113		73,828
ArthroCare Corp. (a)	1,188		49,504
Aspect Medical Systems, Inc. (a)	1,422		26,961
BioLase Technology, Inc. (a)	1,256		10,827
Biomet, Inc.	11,419		431,752
Biosite, Inc. (a)	882		43,059
Candela Corp. (a)	776		10,243
Cardiac Science Corp. (a)	476		3,884
Cardiodynamics International Corp. (a)	3,477		2,886
Cerus Corp. (a)	874		6,800
China Medical Technologies, Inc. sponsored ADR (a)	718		18,015
Cholestech Corp. (a)	846		15,549
Clinical Data, Inc. (a)	780		13,042
Conceptus, Inc. (a)	1,324		30,359
CONMED Corp. (a)	1,527		33,793
Conor Medsystems, Inc. (a)	1,944		62,830
Cutera, Inc. (a)	505		14,211
Cyberonics, Inc. (a)	1,134		27,670
Cytyc Corp. (a)	5,402		141,640
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Dade Behring Holdings, Inc.	3,710		$ 140,461
Datascope Corp.	774		26,223
DENTSPLY International, Inc.	7,160		228,619
DexCom, Inc. (a)	1,148		12,926
Endologix, Inc. (a)	2,812		10,292
EPIX Pharmaceuticals, Inc. (a)	783		3,610
ev3, Inc. (a)	3,280		54,415
Exactech, Inc. (a)	885		12,408
Foxhollow Technologies, Inc. (a)	1,024		27,126
Gen-Probe, Inc. (a)	2,328		113,467
Given Imaging Ltd. (a)	1,563		34,683
Hansen Medical, Inc.	365		4,643
HealthTronics, Inc. (a)	1,358		9,126
Hologic, Inc. (a)	2,424		121,273
I-Flow Corp. (a)	1,782		25,714
ICU Medical, Inc. (a)	792		32,005
IDEXX Laboratories, Inc. (a)	1,297		109,791
Immucor, Inc. (a)	3,001		80,727
Integra LifeSciences Holdings Corp. (a)	1,311		54,289
IntraLase Corp. (a)	1,153		24,213
Intuitive Surgical, Inc. (a)	1,615		164,116
IRIS International, Inc. (a)	825		7,409
Kensey Nash Corp. (a)	702		21,537
Kyphon, Inc. (a)	1,969		66,493
LifeCell Corp. (a)	1,314		28,658
Lifecore Biomedical, Inc. (a)	1,136		19,641
Medical Action Industries, Inc. (a)	554		17,407
Meridian Bioscience, Inc.	1,674		40,728
Merit Medical Systems, Inc. (a)	1,191		19,068
Micrus Endovascular Corp. (a)	670		13,186
Natus Medical, Inc. (a)	850		13,821
Neogen Corp. (a)	1,091		22,180
NeuroMetrix, Inc. (a)	705		12,866
NMT Medical, Inc. (a)	362		5,267
Northstar Neuroscience, Inc.	1,008		12,167
NUCRYST Pharmaceuticals Corp.	1,123		5,278
Nutraceutical International Corp. (a)	1,474		22,346
NuVasive, Inc. (a)	1,252		28,796
NxStage Medical, Inc. (a)	820		7,323
OccuLogix, Inc. (a)(d)	1,876		3,489
OraSure Technologies, Inc. (a)	2,146		18,477
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Orthofix International NV (a)	684		$ 29,747
Orthovita, Inc. (a)	3,762		12,527
Palomar Medical Technologies, Inc. (a)	950		47,453
PolyMedica Corp.	1,116		44,160
Possis Medical, Inc. (a)	1,088		13,404
Quidel Corp. (a)	2,374		32,310
Regeneration Technologies, Inc. (a)	1,486		8,871
Respironics, Inc. (a)	3,569		128,698
Shamir Optical Industry Ltd. (a)	711		6,257
Sirona Dental Systems, Inc.	2,444		90,330
Somanetics Corp. (a)	614		11,905
SonoSite, Inc. (a)	882		28,180
Staar Surgical Co. (a)	1,252		8,777
Stereotaxis, Inc. (a)	2,052		20,335
SurModics, Inc. (a)	828		27,970
Syneron Medical Ltd. (a)	1,025		23,770
Synovis Life Technologies, Inc. (a)	573		4,727
The Spectranetics Corp. (a)	1,310		14,279
Thermogenesis Corp. (a)	3,997		19,186
Thoratec Corp. (a)	2,820		41,539
TriPath Imaging, Inc. (a)	2,110		19,433
Urologix, Inc. (a)	931		2,188
Utah Medical Products, Inc.	286		9,718
Vascular Solutions, Inc. (a)	1,429		10,289
Vital Signs, Inc.	738		40,730
Volcano Corp.	1,453		25,849
Wright Medical Group, Inc. (a)	1,707		40,849
Young Innovations, Inc.	612		21,848
Zoll Medical Corp. (a)	504		26,137
			3,730,298
Health Care Providers & Services - 1.4%
Air Methods Corp. (a)	271		7,119
Allied Healthcare International, Inc. (a)	3,959		8,314
Allion Healthcare, Inc. (a)	591		3,487
Amedisys, Inc. (a)	805		31,532
America Service Group, Inc. (a)	560		8,910
AmSurg Corp. (a)	1,584		32,520
Bio-Reference Laboratories, Inc. (a)	307		7,463
BioScrip, Inc. (a)	1,919		6,294
Corvel Corp. (a)	540		30,920
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Cross Country Healthcare, Inc. (a)	1,868		$ 37,080
Dialysis Corp. of America (a)	661		8,805
Express Scripts, Inc. (a)	6,367		434,229
Genesis HealthCare Corp. (a)	990		45,837
Gentiva Health Services, Inc. (a)	1,907		30,588
HealthExtras, Inc. (a)	2,066		44,171
Healthways, Inc. (a)	1,561		71,759
Henry Schein, Inc. (a)	3,854		198,597
HMS Holdings Corp. (a)	839		11,620
Horizon Health Corp. (a)	525		8,400
Hythiam, Inc. (a)(d)	2,387		18,070
InVentiv Health, Inc. (a)	1,297		39,312
LCA-Vision, Inc.	1,064		37,453
LHC Group, Inc. (a)	625		17,294
LifePoint Hospitals, Inc. (a)	2,589		89,864
Lincare Holdings, Inc. (a)	4,662		175,618
Magellan Health Services, Inc. (a)	1,566		68,873
Matria Healthcare, Inc. (a)	810		23,693
Medcath Corp. (a)	625		16,175
MWI Veterinary Supply, Inc. (a)	606		20,804
National Medical Health Card Systems, Inc. (a)	572		5,771
Nighthawk Radiology Holdings, Inc.	1,450		31,509
NovaMed Eyecare, Inc. (a)	1,144		7,997
Odyssey Healthcare, Inc. (a)	1,764		21,838
Option Care, Inc.	2,177		30,652
Patterson Companies, Inc. (a)	6,323		234,647
PDI, Inc. (a)	761		7,762
Providence Service Corp. (a)	972		25,962
PSS World Medical, Inc. (a)	3,738		78,274
Psychiatric Solutions, Inc. (a)	2,418		87,991
QMed, Inc. (a)	931		4,264
Radiation Therapy Services, Inc. (a)	769		25,269
ResCare, Inc. (a)	1,635		30,068
Rotech Healthcare, Inc. (a)(d)	982		1,532
Rural/Metro Corp. (a)	1,325		11,369
Sun Healthcare Group, Inc. (a)	1,726		17,415
Symbion, Inc. (a)	827		14,679
TLC Vision Corp. (a)	3,479		15,203
U.S. Physical Therapy, Inc. (a)	828		9,704
United Surgical Partners International, Inc. (a)	2,123		54,030
VCA Antech, Inc. (a)	3,987		128,541
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - continued
Visicu, Inc.	1,391		$ 13,910
VistaCare, Inc. Class A (a)	885		9,921
			2,403,109
Health Care Technology - 0.4%
Allscripts Healthcare Solutions, Inc. (a)	2,786		77,785
AMICAS, Inc. (a)	3,153		8,671
Cerner Corp. (a)	3,557		170,985
Computer Programs & Systems, Inc.	738		26,568
Dendrite International, Inc. (a)	2,046		21,483
Eclipsys Corp. (a)	2,498		52,883
Emageon, Inc. (a)	904		14,482
Emdeon Corp. (a)	12,099		143,373
Merge Technologies, Inc. (a)	861		5,243
Omnicell, Inc. (a)	1,366		25,681
Per-Se Technologies, Inc. (a)	1,692		46,648
Phase Forward, Inc. (a)	1,668		24,937
Systems Xcellence, Inc. (a)	886		16,067
TriZetto Group, Inc. (a)	2,859		49,432
Vital Images, Inc. (a)	626		20,201
WebMD Health Corp. Class A (a)(d)	426		15,562
			720,001
Life Sciences Tools & Services - 0.8%
Accelrys, Inc. (a)	1,487		9,011
Advanced Magnetics, Inc. (a)	540		30,089
Affymetrix, Inc. (a)	2,834		71,700
Albany Molecular Research, Inc. (a)	1,674		18,581
BioVeris Corp. (a)	1,182		11,359
Bruker BioSciences Corp. (a)	5,379		41,580
Caliper Life Sciences, Inc. (a)	2,130		11,992
Ciphergen Biosystems, Inc. (a)	1,648		1,730
Dionex Corp. (a)	1,044		60,040
Diversa Corp. (a)	2,726		31,022
Draxis Health, Inc. (a)	1,610		8,064
eResearchTechnology, Inc. (a)	2,524		16,204
Exelixis, Inc. (a)	4,155		35,816
Gene Logic, Inc. (a)	2,650		3,975
Harvard Bioscience, Inc. (a)	2,421		11,112
ICON PLC sponsored ADR	1,260		46,847
Illumina, Inc. (a)	1,959		75,480
Invitrogen Corp. (a)	2,230		122,695
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Kendle International, Inc. (a)	679		$ 23,785
Luminex Corp. (a)	2,238		28,669
Molecular Devices Corp. (a)	918		19,379
Nanogen, Inc. (a)	1,769		3,591
Nektar Therapeutics (a)	4,485		74,047
PAREXEL International Corp. (a)	1,473		40,905
Pharmaceutical Product Development, Inc.	5,129		162,025
PharmaNet Development Group, Inc. (a)	720		16,387
PRA International (a)	1,010		29,250
QIAGEN NV (a)	6,659		97,155
Sequenom, Inc. (a)	1,536		8,187
Stratagene Corp.	1,056		7,730
Techne Corp. (a)	1,987		106,841
Third Wave Technologies, Inc. (a)	3,870		19,195
Varian, Inc. (a)	1,599		70,484
Ventana Medical Systems, Inc. (a)	1,692		71,216
			1,386,143
Pharmaceuticals - 1.8%
Abraxis BioScience, Inc. (a)	7,345		196,993
Acusphere, Inc. (a)	2,596		7,502
Adams Respiratory Therapeutics, Inc. (a)	1,531		60,275
Adolor Corp. (a)	2,032		15,931
Advancis Pharmaceutical Corp. (a)	531		2,071
Alexza Pharmaceuticals, Inc.	675		5,643
Amarin Corp. PLC sponsored ADR (a)(d)	3,023		7,104
Anesiva, Inc. (a)	1,487		9,844
Aspreva Pharmaceuticals Corp. (a)	1,601		31,812
Atherogenics, Inc. (a)(d)	2,052		25,322
Auxilium Pharmaceuticals, Inc. (a)	1,621		27,038
AVANIR Pharmaceuticals Class A (a)(d)	1,929		5,498
Axcan Pharma, Inc. (a)	2,375		35,269
Barrier Therapeutics, Inc. (a)	1,037		7,622
Cardiome Pharma Corp. (a)	2,081		24,160
CNS., Inc.	485		18,100
Collagenex Pharmaceuticals, Inc. (a)	688		9,054
Columbia Laboratories, Inc. (a)	1,876		8,104
Connetics Corp. (a)	1,671		29,009
Cypress Bioscience, Inc. (a)	1,863		16,134
DepoMed, Inc. (a)	3,708		12,533
Discovery Laboratories, Inc. (a)	2,331		4,942
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Durect Corp. (a)	2,887		$ 13,511
Emisphere Technologies, Inc. (a)(d)	1,736		9,426
Endo Pharmaceuticals Holdings, Inc. (a)	6,430		174,317
Epicept Corp. (a)	411		658
Flamel Technologies SA sponsored ADR (a)	956		26,730
Hi-Tech Pharmacal Co., Inc. (a)	500		7,125
Hollis-Eden Pharmaceuticals, Inc. (a)	960		5,270
Inspire Pharmaceuticals, Inc. (a)	1,736		8,263
Ista Pharmaceuticals, Inc. (a)	1,393		8,929
Kos Pharmaceuticals, Inc. (a)	2,149		167,042
Labopharm, Inc. (a)	2,314		13,555
Medicines Co. (a)	2,364		67,492
MGI Pharma, Inc. (a)	4,235		80,338
Nastech Pharmaceutical Co., Inc. (a)	1,203		22,424
New River Pharmaceuticals, Inc. (a)	1,773		87,019
NitroMed, Inc. (a)	1,489		3,216
Noven Pharmaceuticals, Inc. (a)	1,386		32,862
Novogen Ltd. sponsored ADR (a)	404		4,040
Pain Therapeutics, Inc. (a)	2,648		22,667
Penwest Pharmaceuticals Co. (a)	1,008		17,328
Perrigo Co.	3,595		60,216
Pharmos Corp. (a)	1,722		3,082
Pozen, Inc. (a)	1,468		24,119
Replidyne, Inc. (a)	2,056		12,624
Salix Pharmaceuticals Ltd. (a)	2,444		34,338
Santarus, Inc. (a)	1,704		12,797
Sciele Pharma, Inc. (a)	1,940		43,863
Sepracor, Inc. (a)	4,967		277,208
Shire PLC sponsored ADR	2,384		144,470
Somaxon Pharmaceuticals, Inc.	902		11,762
SuperGen, Inc. (a)	2,313		10,987
Taro Pharmaceutical Industries Ltd. (a)(d)	1,327		13,310
Teva Pharmaceutical Industries Ltd. sponsored ADR	27,845		892,711
ViroPharma, Inc. (a)	2,805		43,225
Vivus, Inc. (a)	3,852		15,639
Warner Chilcott Ltd.	10,517		145,240
Westaim Corp. (a)	5,331		9,709
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Xenoport, Inc. (a)	1,316		$ 35,295
Zila, Inc. (a)	4,337		11,580
			3,134,347
TOTAL HEALTH CARE			23,468,127
INDUSTRIALS - 5.8%
Aerospace & Defense - 0.2%
Applied Signal Technology, Inc.	807		12,783
Argon ST, Inc. (a)	1,330		30,151
BE Aerospace, Inc. (a)	3,279		85,943
Ceradyne, Inc. (a)	1,259		66,500
Elbit Systems Ltd. (d)	2,077		68,499
Essex Corp. (a)	985		23,453
Herley Industries, Inc. (a)	942		15,204
Innovative Solutions & Support, Inc. (a)	1,030		16,233
Ionatron, Inc. (d)	5,021		19,532
Ladish Co., Inc. (a)	561		18,928
LMI Aerospace, Inc. (a)	578		9,901
MTC Technologies, Inc. (a)	792		20,663
Sypris Solutions, Inc.	1,178		8,788
Taser International, Inc. (a)(d)	3,257		27,619
			424,197
Air Freight & Logistics - 0.7%
ABX Air, Inc. (a)	2,601		16,464
Atlas Air Worldwide Holdings, Inc. (a)	900		38,124
C.H. Robinson Worldwide, Inc.	7,560		332,640
Dynamex, Inc. (a)	668		15,397
EGL, Inc. (a)	1,958		62,539
Expeditors International of Washington, Inc.	9,772		442,085
Forward Air Corp.	1,530		50,949
Hub Group, Inc. Class A	2,028		57,879
Pacer International, Inc.	1,879		56,276
Park-Ohio Holdings Corp. (a)	877		14,620
UTI Worldwide, Inc.	4,456		132,789
			1,219,762
Airlines - 0.4%
Frontier Airlines Holdings, Inc. (a)	1,665		13,653
JetBlue Airways Corp. (a)	7,795		106,480
MAIR Holdings, Inc. (a)	680		3,883
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Airlines - continued
Mesa Air Group, Inc. (a)	1,973		$ 16,119
Pinnacle Airlines Corp. (a)	1,560		15,335
Republic Airways Holdings, Inc. (a)	1,618		27,943
Ryanair Holdings PLC sponsored ADR (a)(d)	2,799		214,375
SkyWest, Inc.	2,942		74,256
UAL Corp. (a)	4,770		193,567
			665,611
Building Products - 0.1%
Aaon, Inc.	947		26,440
American Woodmark Corp.	773		30,139
Apogee Enterprises, Inc.	1,869		32,053
Builders FirstSource, Inc. (a)	1,350		22,464
Insteel Industries, Inc.	536		10,313
PGT, Inc.	1,162		13,305
PW Eagle, Inc. (d)	463		15,807
Quixote Corp.	594		11,429
Universal Forest Products, Inc.	882		41,136
			203,086
Commercial Services & Supplies - 1.4%
51job, Inc. sponsored ADR (a)	453		7,928
Advisory Board Co. (a)	985		54,638
American Ecology Corp.	992		20,733
Arrowhead Research Corp. (a)	2,494		11,847
Barrett Business Services, Inc. (a)	489		11,736
Casella Waste Systems, Inc. Class A (a)	1,424		15,536
Cintas Corp.	7,445		314,179
Clean Harbors, Inc.	952		40,679
Comsys IT Partners, Inc. (a)	736		13,550
Copart, Inc. (a)	4,169		125,945
Corporate Executive Board Co.	1,817		171,925
CoStar Group, Inc. (a)	918		45,267
CRA International, Inc. (a)	576		29,739
Diamond Management & Technology Consultants, Inc.	2,181		24,318
Exponent, Inc. (a)	718		12,795
First Advantage Corp. Class A (a)	611		11,719
First Consulting Group, Inc. (a)	1,770		22,019
FirstService Corp. (sub. vtg.) (a)	1,668		40,019
Fuel Tech, Inc. (a)	643		15,676
G&K Services, Inc. Class A	1,116		44,182
GeoEye, Inc. (a)	1,029		20,570
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Healthcare Services Group, Inc.	1,162		$ 29,050
Heidrick & Struggles International, Inc. (a)	1,152		48,200
Herman Miller, Inc.	3,315		116,390
Hudson Highland Group, Inc. (a)	1,186		21,170
Huron Consulting Group, Inc. (a)	864		35,545
ICT Group, Inc. (a)	992		33,262
Innerworkings, Inc.	1,956		32,704
Integrated Alarm Services Group, Inc. (a)(d)	1,827		5,463
Intersections, Inc. (a)	806		8,237
Kelly Services, Inc. Class A (non-vtg.)	1,423		41,466
Kenexa Corp. (a)	1,152		35,539
Kforce, Inc. (a)	2,068		27,525
Layne Christensen Co. (a)	612		18,843
Learning Tree International, Inc. (a)	1,196		10,908
LECG Corp. (a)	864		15,803
McGrath RentCorp.	1,512		47,628
Mobile Mini, Inc. (a)	1,807		49,620
Monster Worldwide, Inc. (a)	5,615		245,095
On Assignment, Inc. (a)	2,016		22,015
PeopleSupport, Inc. (a)	1,278		28,346
Resources Connection, Inc. (a)	2,456		71,298
School Specialty, Inc. (a)	900		33,345
Standard Parking Corp. (a)	288		10,892
Stericycle, Inc. (a)	1,807		130,863
Synagro Technologies, Inc.	3,534		16,009
Taleo Corp. Class A (a)	874		11,345
Teletech Holdings, Inc. (a)	4,022		90,817
Tetra Tech, Inc. (a)	2,623		45,771
TRM Corp. (a)	1,200		1,728
United Stationers, Inc. (a)	1,473		68,318
Waste Industries USA, Inc.	848		25,474
Waste Services, Inc. (a)	2,235		21,858
WCA Waste Corp. (a)	1,076		6,929
			2,462,456
Construction & Engineering - 0.2%
Foster Wheeler Ltd. (a)	3,067		165,618
Insituform Technologies, Inc. Class A (a)	1,347		34,645
Integrated Electrical Services, Inc. (a)	866		13,596
KHD Humboldt Wedag International Ltd. (a)	1,080		44,280
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Construction & Engineering - continued
Sterling Construction Co., Inc. (a)	310		$ 7,456
Washington Group International, Inc.	1,261		74,122
			339,717
Electrical Equipment - 0.6%
Active Power, Inc. (a)	1,895		5,079
American Power Conversion Corp.	9,420		285,897
American Superconductor Corp. (a)(d)	1,359		14,283
Canadian Solar, Inc.	1,200		14,496
Capstone Turbine Corp. (a)(d)	5,214		7,091
China BAK Battery, Inc. (a)	2,166		16,093
Deswell Industries, Inc.	1,034		11,229
Distributed Energy Systems Corp. (a)(d)	1,433		5,976
Encore Wire Corp. (d)	1,236		30,480
Energy Conversion Devices, Inc. (a)	1,548		59,103
Evergreen Solar, Inc. (a)(d)	2,935		27,119
First Solar, Inc.	3,052		86,372
Franklin Electric Co., Inc.	900		46,638
FuelCell Energy, Inc. (d)	2,459		16,033
Genlyte Group, Inc. (a)	1,188		100,814
Hydrogenics Corp. (a)	3,534		5,266
II-VI, Inc. (a)	1,692		43,687
LSI Industries, Inc.	1,737		29,685
Medis Technologies Ltd. (a)(d)	1,530		30,906
Microvision, Inc. (a)(d)	2,829		7,384
Plug Power, Inc. (a)	3,728		15,136
Powell Industries, Inc. (a)	918		21,913
Power-One, Inc. (a)	4,448		32,559
Preformed Line Products Co.	231		7,477
Superior Essex, Inc. (a)	812		28,745
Ultralife Batteries, Inc. (a)	1,080		11,113
Valence Technology, Inc. (a)(d)	4,662		10,070
Vicor Corp.	1,901		23,306
Woodward Governor Co.	1,728		65,992
			1,059,942
Industrial Conglomerates - 0.0%
Raven Industries, Inc.	1,188		33,157
Machinery - 1.0%
3D Systems Corp. (a)	807		11,597
A.S.V., Inc. (a)(d)	1,656		24,741
American Railcar Industries, Inc.	900		28,863
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Machinery - continued
American Science & Engineering, Inc. (a)	502		$ 31,847
Astec Industries, Inc. (a)	902		30,722
Basin Water, Inc.	747		5,229
Bucyrus International, Inc. Class A	1,435		61,275
Chart Industries, Inc.	1,073		15,837
Columbus McKinnon Corp. (NY Shares) (a)	735		17,074
Commercial Vehicle Group, Inc. (a)	793		18,556
Dynamic Materials Corp.	536		15,437
Flanders Corp. (a)	1,543		15,260
Flow International Corp. (a)	2,555		28,335
FreightCar America, Inc.	573		31,572
Gehl Co. (a)	464		12,556
Joy Global, Inc.	5,473		240,265
L.B. Foster Co. Class A (a)	704		16,086
Lincoln Electric Holdings, Inc.	1,843		112,147
Middleby Corp. (a)	397		40,296
Nordson Corp.	1,707		82,431
Omega Flex, Inc. (a)	448		9,050
PACCAR, Inc.	11,290		737,237
Portec Rail Products, Inc.	1,039		10,910
RBC Bearings, Inc. (a)	724		21,039
Sun Hydraulics Corp.	392		8,201
Tecumseh Products Co.:
Class A (non-vtg.) (a)	627		10,164
Class B (a)	662		10,526
TurboChef Technologies, Inc. (a)(d)	1,118		16,200
Volvo AB sponsored ADR	534		34,694
			1,698,147
Marine - 0.2%
Alexander & Baldwin, Inc.	2,230		98,455
American Commercial Lines, Inc. (a)	1,416		98,185
Aries Maritime Transport Ltd.	1,211		11,880
DryShips, Inc.	1,350		21,600
Eagle Bulk Shipping, Inc.	1,029		17,174
Genco Shipping & Trading Ltd.	934		22,183
Navios Maritime Holdings, Inc.	2,226		11,753
Quintana Maritime Ltd. (d)	948		9,992
Stolt-Nielsen SA Class B sponsored ADR	1,256		38,559
Ultrapetrol (Bahamas) Ltd.	329		3,803
			333,584
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Road & Rail - 0.6%
AMERCO (a)	971		$ 84,331
Arkansas Best Corp.	1,224		46,390
Celadon Group, Inc. (a)	839		15,538
Covenant Transport, Inc. Class A (a)	1,028		12,470
Frozen Food Express Industries, Inc.	2,058		17,493
Heartland Express, Inc.	4,614		71,194
J.B. Hunt Transport Services, Inc.	7,290		159,578
Landstar System, Inc.	2,672		120,347
Marten Transport Ltd. (a)	1,458		26,696
Old Dominion Freight Lines, Inc. (a)	1,620		43,432
P.A.M. Transportation Services, Inc. (a)	785		18,832
Patriot Transportation Holding, Inc. (a)	287		26,401
Quality Distribution, Inc. (a)	827		11,032
Saia, Inc. (a)	1,109		27,492
Swift Transportation Co., Inc. (a)	3,499		99,267
U.S. Xpress Enterprises, Inc. Class A (a)	830		14,467
Universal Truckload Services, Inc. (a)	669		15,949
USA Truck, Inc. (a)	519		10,001
Vitran Corp., Inc. (a)	474		7,963
Werner Enterprises, Inc.	4,269		79,617
YRC Worldwide, Inc. (a)	2,732		105,865
			1,014,355
Trading Companies & Distributors - 0.4%
Aceto Corp.	1,182		10,047
Beacon Roofing Supply, Inc. (a)	1,843		37,837
Electro Rent Corp. (a)	1,958		29,468
Fastenal Co.	7,164		257,832
H&E Equipment Services, Inc.	1,556		37,686
Houston Wire & Cable Co.	951		21,445
Kaman Corp.	1,832		42,356
Lawson Products, Inc.	720		36,166
NuCo2, Inc. (a)	754		18,827
Rush Enterprises, Inc. Class A (a)	717		13,035
UAP Holding Corp.	2,372		56,952
Williams Scotsman International, Inc. (a)	1,807		36,050
			597,701
TOTAL INDUSTRIALS			10,051,715
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - 49.8%
Communications Equipment - 9.0%
3Com Corp. (a)	18,242		$ 76,434
Acme Packet, Inc.	2,661		46,408
ADC Telecommunications, Inc. (a)	5,892		81,251
Adtran, Inc.	3,656		79,664
Airspan Networks, Inc. (a)	1,841		5,247
Alvarion Ltd. (a)	3,194		22,997
Anaren, Inc. (a)	1,432		29,428
Andrew Corp. (a)	7,513		74,905
Arris Group, Inc. (a)	4,402		52,516
AudioCodes Ltd. (a)(d)	2,360		22,680
Avanex Corp. (a)	7,017		13,964
Avici Systems, Inc. (a)	1,451		10,331
Avocent Corp. (a)	2,708		94,184
Bel Fuse, Inc. Class B (non-vtg.)	449		16,478
Black Box Corp.	936		40,080
Blue Coat Systems, Inc. (a)	482		12,310
Bookham, Inc. (a)	1,773		7,145
C-COR, Inc. (a)	2,595		25,950
Carrier Access Corp. (a)	1,537		9,606
China Techfaith Wireless Communication Technology Ltd. sponsored ADR (a)	556		4,337
Ciena Corp. (a)	4,017		100,987
Cisco Systems, Inc. (a)	281,408		7,564,247
Comtech Group, Inc. (a)	989		16,061
Comtech Telecommunications Corp. (a)	1,243		44,151
Comverse Technology, Inc. (a)	9,511		185,655
Digi International, Inc. (a)	688		9,144
Ditech Networks, Inc. (a)	1,984		13,888
ECI Telecom Ltd. (a)	4,774		42,393
EFJ, Inc. (a)	2,333		13,065
EMS Technologies, Inc. (a)	811		16,601
Endwave Corp. (a)	375		5,055
Exfo Electro-Optical Engineering, Inc. (sub. vtg.) (a)	966		5,323
Extreme Networks, Inc. (a)	6,495		25,915
F5 Networks, Inc. (a)	1,870		139,895
Finisar Corp. (a)	13,708		52,502
Foundry Networks, Inc. (a)	6,305		90,225
Glenayre Technologies, Inc. (a)	3,873		9,373
Harmonic, Inc. (a)	3,925		31,204
Hughes Communications, Inc. (a)	830		39,010
Inter-Tel, Inc.	1,365		30,426
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
InterDigital Communication Corp. (a)	2,461		$ 78,629
Ituran Location & Control Ltd.	938		14,999
Ixia (a)	3,278		31,108
JDS Uniphase Corp. (a)	9,602		177,445
Juniper Networks, Inc. (a)	26,283		559,565
KVH Industries, Inc. (a)	643		7,395
Loral Space & Communications Ltd. (a)	900		27,657
MRV Communications, Inc. (a)	6,999		26,106
NETGEAR, Inc. (a)	1,509		39,234
Netopia, Inc. (a)	2,098		14,476
Network Engines, Inc. (a)	2,204		5,179
Nice Systems Ltd. sponsored ADR	2,266		72,512
NMS Communications Corp. (a)	2,440		4,270
Oplink Communications, Inc. (a)	1,382		27,571
Optium Corp.	1,100		22,220
Orckit Communications Ltd. (a)	915		10,449
Packeteer, Inc. (a)	1,840		21,841
Parkervision, Inc. (a)(d)	1,320		13,424
PC-Tel, Inc. (a)	1,357		13,136
Pegasus Wireless Corp. warrants 8/11/06 (a)	240		53
Polycom, Inc. (a)	4,223		121,791
Powerwave Technologies, Inc. (a)	4,505		28,877
Qiao Xing Universal Telephone, Inc. (a)	1,011		13,709
QUALCOMM, Inc.	76,081		2,783,804
RADWARE Ltd. (a)	1,117		16,654
Radyne Corp. (a)	481		4,815
Redback Networks, Inc. (a)	3,016		44,396
Research In Motion Ltd. (a)	8,594		1,193,105
Riverbed Technology, Inc. (d)	2,910		101,530
SafeNet, Inc. (a)	1,166		27,144
SCM Microsystems, Inc. (a)	1,863		6,297
SeaChange International, Inc. (a)	1,611		13,887
Sierra Wireless, Inc. (a)	913		11,038
Sirenza Microdevices, Inc. (a)	2,309		20,527
Sonus Networks, Inc. (a)	10,925		68,609
SpectraLink Corp.	1,058		8,591
Stratex Networks, Inc. (a)	5,596		23,951
Sycamore Networks, Inc. (a)	14,142		52,750
Symmetricom, Inc. (a)	2,953		25,898
Tekelec (a)	3,183		51,246
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR	5,135		199,597
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Tellabs, Inc. (a)	20,088		$ 201,684
Tollgrade Communications, Inc. (a)	858		7,525
UTStarcom, Inc. (a)(d)	5,039		44,746
ViaSat, Inc. (a)	1,419		37,788
Westell Technologies, Inc. Class A (a)	2,704		6,300
WJ Communications, Inc. (a)	4,086		8,581
Zhone Technologies, Inc. (a)	11,031		14,892
			15,468,036
Computers & Peripherals - 5.6%
ActivIdentity Corp. (a)	2,632		13,265
Adaptec, Inc. (a)	6,132		26,736
Apple Computer, Inc. (a)	39,341		3,606,783
Avid Technology, Inc. (a)	1,897		73,945
Brocade Communications Systems, Inc. (a)	13,004		120,287
Concurrent Computer Corp. (a)	4,176		7,809
Cray, Inc. (a)	895		10,167
Creative Technology Ltd. (NASDAQ)	4,103		26,136
Dell, Inc. (a)	104,978		2,859,601
Dot Hill Systems Corp. (a)	1,773		5,780
Electronics for Imaging, Inc. (a)	2,600		63,700
Hutchinson Technology, Inc. (a)	1,293		30,812
Immersion Corp. (a)	1,594		11,190
InFocus Corp. (a)	3,117		7,855
Komag, Inc. (a)	1,347		53,180
LaserCard Corp. (a)	520		6,334
Logitech International SA (Reg.) (a)	8,606		254,393
McDATA Corp.:
Class A (a)	6,298		39,488
Class B (a)	2,222		13,999
Mobility Electronics, Inc. (a)(d)	1,650		5,313
Neoware, Inc. (a)	884		9,874
Network Appliance, Inc. (a)	17,169		673,196
Novatel Wireless, Inc. (a)	1,714		16,180
Palm, Inc. (a)(d)	4,652		65,175
Presstek, Inc. (a)	2,398		14,412
QLogic Corp. (a)	7,417		165,028
Rackable Systems, Inc. (a)	1,258		44,797
Rimage Corp. (a)	183		4,407
SanDisk Corp. (a)	10,140		450,216
SimpleTech, Inc. (a)	2,459		22,131
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Stratasys, Inc. (a)	452		$ 13,605
Sun Microsystems, Inc. (a)	162,394		880,175
Synaptics, Inc. (a)	1,440		41,285
Transact Technologies, Inc. (a)	710		6,198
Xyratex Ltd. (a)	1,420		31,339
			9,674,791
Electronic Equipment & Instruments - 1.7%
Acacia Research Corp. - Acacia Technologies (a)	1,236		17,217
Aeroflex, Inc. (a)	3,422		41,269
Agilysys, Inc.	2,087		31,973
Bell Microproducts, Inc. (a)	2,685		18,473
Brightpoint, Inc. (a)	2,059		28,435
CalAmp Corp. (a)	1,309		9,490
CDW Corp.	3,756		264,798
Cherokee International Corp. (a)	877		2,771
Cogent, Inc. (a)	4,140		46,906
Cognex Corp.	2,166		52,959
Coherent, Inc. (a)	1,527		49,337
Color Kinetics, Inc. (a)	989		19,493
CPI International, Inc.	1,076		15,075
CyberOptics Corp. (a)	560		7,179
Daktronics, Inc.	2,374		85,891
DTS, Inc. (a)	1,041		25,921
Echelon Corp. (a)	2,200		17,600
Electro Scientific Industries, Inc. (a)	1,599		31,740
Excel Technology, Inc. (a)	756		19,074
FARO Technologies, Inc. (a)	828		18,365
Flextronics International Ltd. (a)	25,669		288,776
FLIR Systems, Inc. (a)	3,154		101,590
Global Imaging Systems, Inc. (a)	1,951		41,576
GSI Group, Inc. (a)	2,459		22,623
I. D. Systems Inc. (a)	722		15,682
Insight Enterprises, Inc. (a)	2,600		52,260
INTAC International (a)	879		6,610
International DisplayWorks, Inc. (a)	1,373		8,636
Itron, Inc. (a)	1,044		50,102
Littelfuse, Inc. (a)	1,206		37,724
LoJack Corp. (a)	1,261		19,142
M-Flex Electronix, Inc. (a)(d)	1,349		29,098
Magal Security Systems Ltd. (a)	465		4,534
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Maxwell Technologies, Inc. (a)(d)	1,037		$ 14,684
Measurement Specialties, Inc. (a)	645		15,596
Mechanical Technology, Inc. (a)	1,445		4,219
Mercury Computer Systems, Inc. (a)	1,170		15,304
Merix Corp. (a)	1,051		9,701
Methode Electronics, Inc. Class A	1,901		21,310
Metrologic Instruments, Inc. (a)	753		13,855
Molex, Inc.	4,469		143,008
Molex, Inc. Class A (non-vtg.)	4,051		113,955
MTS Systems Corp.	951		36,461
National Instruments Corp.	3,701		107,625
Newport Corp. (a)	2,184		47,458
NovAtel, Inc. (a)	504		20,780
NU Horizons Electronics Corp. (a)	1,973		22,236
Optimal Group, Inc. Class A (a)	1,723		14,869
Orbotech Ltd. (a)	1,689		43,154
OSI Systems, Inc. (a)	857		16,274
OYO Geospace Corp. (a)	130		6,201
PC Connection, Inc. (a)	1,668		22,401
Pemstar, Inc. (a)	3,707		14,012
Photon Dynamics, Inc. (a)	918		10,199
Planar Systems, Inc. (a)	777		7,786
Plexus Corp. (a)	2,418		58,395
RadiSys Corp. (a)	1,134		19,153
Richardson Electronics Ltd.	1,450		14,500
Rofin-Sinar Technologies, Inc. (a)	684		39,754
Sanmina-SCI Corp. (a)	25,733		95,212
ScanSource, Inc. (a)	1,260		38,455
Smart Modular Tech WWH, Inc.	2,559		30,427
SpatiaLight, Inc. (a)(d)	3,744		6,552
Staktek Holdings, Inc. (a)	2,397		14,022
Sunpower Corp. Class A (d)	893		33,327
Suntron Corp. (a)	3,295		4,251
Tech Data Corp. (a)	2,672		111,743
Trimble Navigation Ltd. (a)	2,525		121,124
TTM Technologies, Inc. (a)	2,139		26,973
Universal Display Corp. (a)	1,596		19,679
X-Rite, Inc.	1,448		17,231
Zygo Corp. (a)	1,210		19,929
			2,874,134
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 6.9%
24/7 Real Media, Inc. (a)	3,187		$ 27,791
Access Integrated Technologies, Inc. Class A (a)	1,343		12,020
Akamai Technologies, Inc. (a)	7,164		350,105
Aladdin Knowledge Systems Ltd. (a)	643		11,510
aQuantive, Inc. (a)	3,513		83,961
Ariba, Inc. (a)	3,368		25,462
Art Technology Group, Inc. (a)	6,078		14,344
AsiaInfo Holdings, Inc. (a)(d)	2,740		16,988
Autobytel, Inc. (a)	2,114		6,384
Baidu.com, Inc. sponsored ADR (a)	992		114,854
Bankrate, Inc. (a)	822		30,003
Chordiant Software, Inc. (a)	4,319		13,216
CMGI, Inc. (a)	21,855		29,941
CNET Networks, Inc. (a)	7,231		65,513
Corillian Corp. (a)	1,827		6,321
Cryptologic, Inc.	572		11,646
CyberSource Corp. (a)	1,469		15,410
DealerTrack Holdings, Inc.	1,416		38,699
Digital Insight Corp. (a)	1,743		66,513
Digital River, Inc. (a)	1,845		108,689
Digitas, Inc. (a)	4,915		53,180
DivX, Inc. (d)	1,525		45,186
EarthLink, Inc. (a)	6,200		40,362
eBay, Inc. (a)	65,427		2,116,563
eCollege.com (a)	1,008		17,832
Entrust, Inc. (a)	4,176		16,871
Equinix, Inc. (a)(d)	1,432		109,290
GigaMedia Ltd. (a)	1,896		18,505
Google, Inc. Class A (sub. vtg.) (a)	10,095		4,895,267
Greenfield Online, Inc. (a)	787		10,003
iBasis, Inc. (a)	1,666		13,495
InfoSpace, Inc. (a)	1,689		33,189
Internap Network Services Corp. (a)	1,525		29,661
Internet Capital Group, Inc. (a)	1,754		18,084
Interwoven, Inc. (a)	1,794		25,421
iPass, Inc. (a)	2,925		16,292
j2 Global Communications, Inc. (a)	2,448		68,373
Jupitermedia Corp. (a)	2,038		13,023
Keynote Systems, Inc. (a)	1,537		15,939
Kintera, Inc. (a)	1,970		2,778
Liquidity Services, Inc.	1,022		18,508
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
LivePerson, Inc. (a)	2,758		$ 13,376
LookSmart Ltd. (a)	1,163		5,350
LoopNet, Inc.	1,592		22,925
Mamma.com, Inc. (a)	1,751		3,835
Marchex, Inc. Class B	1,096		15,004
MIVA, Inc. (a)	1,130		3,865
NaviSite, Inc. (a)	4,792		18,258
NetEase.com, Inc. sponsored ADR (a)(d)	3,164		58,407
NetRatings, Inc. (a)	2,336		42,749
NIC, Inc. (a)	4,121		19,575
Omniture, Inc.	2,493		28,096
Online Resources Corp. (a)	1,172		12,482
Open Text Corp. (a)	2,085		39,252
Openwave Systems, Inc. (a)	4,304		36,154
Perficient, Inc. (a)	968		16,911
RADVision Ltd. (a)	774		15,604
RealNetworks, Inc. (a)	8,517		97,946
S1 Corp. (a)	4,554		23,817
Saba Software, Inc. (a)	1,951		10,535
SAVVIS, Inc. (a)	2,441		73,938
Selectica, Inc. (a)	3,816		6,525
Sify Ltd. sponsored ADR (a)	807		8,022
Sina Corp. (a)	2,328		65,743
SkillSoft PLC sponsored ADR (a)	4,444		27,775
Sohu.com, Inc. (a)	1,807		44,217
SonicWALL, Inc. (a)	4,281		43,024
Stellent, Inc.	1,834		24,649
Supportsoft, Inc. (a)	1,899		10,938
The Knot, Inc. (a)	1,598		44,057
TheStreet.com, Inc.	1,314		12,851
Tom Online, Inc. sponsored ADR (a)	357		5,127
Traffic.com, Inc.	945		7,683
Travelzoo, Inc. (a)	916		28,350
Tumbleweed Communications Corp. (a)	2,548		6,574
United Online, Inc.	3,049		40,948
ValueClick, Inc. (a)	5,022		124,897
VeriSign, Inc. (a)	11,079		289,273
Vignette Corp. (a)	1,475		24,824
VitalStream Holdings, Inc. (a)	1,412		13,612
Vitria Technology, Inc. (a)	2,830		7,641
Vocus, Inc.	1,065		17,264
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
WebEx Communications, Inc. (a)	2,141		$ 76,862
webMethods, Inc. (a)	2,953		21,055
Websense, Inc. (a)	2,445		62,470
WebSideStory, Inc. (a)	1,146		13,546
Website Pros, Inc.	761		6,491
Workstream, Inc. (a)	3,492		3,038
Yahoo!, Inc. (a)	63,846		1,723,204
Zix Corp. (a)	1,948		2,416
			11,948,347
IT Services - 1.7%
Acxiom Corp.	3,148		78,448
Answerthink, Inc. (a)	2,021		5,841
Applied Digital Solutions, Inc. (a)	2,524		5,553
Carreker Corp. (a)	1,578		11,472
Cass Information Systems, Inc.	396		15,301
CheckFree Corp. (a)	4,464		186,640
Cognizant Technology Solutions Corp. Class A (a)	6,439		525,165
Covansys Corp. (a)	1,832		41,733
CSG Systems International, Inc. (a)	2,185		60,590
Euronet Worldwide, Inc. (a)	1,760		58,274
ExlService Holdings, Inc.	1,219		27,537
Fiserv, Inc. (a)	7,757		396,460
Forrester Research, Inc. (a)	1,422		39,987
Gevity HR, Inc.	1,080		23,587
iGate Corp. (a)	3,607		23,482
Indus International, Inc. (a)	6,168		22,945
Infocrossing, Inc. (a)	1,386		19,751
Infosys Technologies Ltd. sponsored ADR	3,407		182,377
infoUSA, Inc.	3,259		39,564
Integral Systems, Inc.	467		11,250
Kanbay International, Inc. (a)	1,506		43,177
Lightbridge, Inc. (a)	1,901		25,093
Lionbridge Technologies, Inc. (a)	2,579		14,752
ManTech International Corp. Class A (a)	900		32,652
Ness Technologies, Inc. (a)	1,441		22,912
Paychex, Inc.	17,438		687,232
PFSweb, Inc. (a)	825		611
RightNow Technologies, Inc. (a)	1,333		22,048
Sapient Corp. (a)	7,385		40,322
SI International, Inc. (a)	733		25,237
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
IT Services - continued
SM&A (a)	1,345		$ 7,599
Sykes Enterprises, Inc. (a)	1,737		29,929
Syntel, Inc.	1,969		58,125
TALX Corp.	1,620		40,419
Telvent GIT SA (a)	1,672		22,940
Zanett, Inc. (a)	4,463		6,382
			2,855,387
Office Electronics - 0.1%
Zebra Technologies Corp. Class A (a)	3,199		111,741
Semiconductors & Semiconductor Equipment - 9.3%
8X8, Inc. (a)(d)	7,286		11,949
Actel Corp. (a)	1,207		22,523
Advanced Analogic Technologies, Inc. (a)	2,022		11,202
Advanced Energy Industries, Inc. (a)	1,801		31,031
Altera Corp. (a)	16,603		330,234
AMIS Holdings, Inc. (a)	3,248		35,078
Amkor Technology, Inc. (a)	8,479		86,655
ANADIGICS, Inc. (a)	1,449		13,983
Applied Materials, Inc.	64,022		1,151,116
Applied Micro Circuits Corp. (a)	15,431		54,009
ARM Holdings PLC sponsored ADR	2,487		17,658
ASE Test Ltd. (a)	5,326		57,201
ASM International NV (NASDAQ) (a)	1,207		25,431
ASML Holding NV (NY Shares) (a)	7,382		183,812
Asyst Technologies, Inc. (a)	2,186		14,406
Atheros Communications, Inc. (a)	2,100		47,754
Atmel Corp. (a)	24,235		122,629
ATMI, Inc. (a)	1,581		51,398
Axcelis Technologies, Inc. (a)	5,523		35,292
Broadcom Corp. Class A (a)	21,746		713,921
Brooks Automation, Inc. (a)	3,658		51,102
Cabot Microelectronics Corp. (a)	1,188		37,600
California Micro Devices Corp. (a)	1,776		8,152
Cambridge Display Technologies, Inc. (a)(d)	1,180		6,844
Camtek Ltd. (a)	1,794		10,226
Centillium Communications, Inc. (a)	2,114		4,207
Ceva, Inc. (a)	1,525		10,248
ChipMOS TECHNOLOGIES Bermuda Ltd. (a)(d)	3,997		23,602
Cirrus Logic, Inc. (a)	4,972		34,655
Cohu, Inc.	1,080		21,352
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Conexant Systems, Inc. (a)	22,312		$ 48,640
Credence Systems Corp. (a)	5,025		19,296
Cree, Inc. (a)	3,585		70,947
Cymer, Inc. (a)	1,743		82,357
Diodes, Inc. (a)	1,134		46,868
DSP Group, Inc. (a)	1,545		33,357
Eagle Test Systems, Inc.	696		10,774
EMCORE Corp. (a)	1,902		11,412
Entegris, Inc. (a)	6,313		67,297
ESS Technology, Inc. (a)	2,240		2,666
Exar Corp. (a)	2,103		28,538
FEI Co. (a)	1,743		42,372
FormFactor, Inc. (a)	2,238		83,612
Genesis Microchip, Inc. (a)	1,776		17,760
Hittite Microwave Corp. (a)	1,130		44,149
Ikanos Communications, Inc. (a)	1,247		11,235
Integrated Device Technology, Inc. (a)	9,332		153,978
Integrated Silicon Solution, Inc. (a)	1,825		11,352
Intel Corp.	265,384		5,665,948
Intersil Corp. Class A	6,727		166,628
Intevac, Inc. (a)	1,564		42,682
IXYS Corp. (a)	1,991		19,094
KLA-Tencor Corp.	9,204		475,571
Kopin Corp. (a)	3,996		14,466
Kulicke & Soffa Industries, Inc. (a)	2,899		23,743
Lam Research Corp. (a)	6,305		331,643
Lattice Semiconductor Corp. (a)	5,914		40,156
Leadis Technology, Inc. (a)	1,251		5,517
Linear Technology Corp.	14,090		452,853
LTX Corp. (a)	2,815		14,666
Marvell Technology Group Ltd. (a)	26,877		554,741
Mattson Technology, Inc. (a)	2,654		25,240
Maxim Integrated Products, Inc.	14,936		470,185
Micrel, Inc. (a)	4,769		55,082
Microchip Technology, Inc.	9,743		332,334
Microsemi Corp. (a)	2,974		61,413
Microtune, Inc. (a)	3,795		17,419
Mindspeed Technologies, Inc. (a)	4,644		7,895
MIPS Technologies, Inc. (a)	2,401		20,529
MKS Instruments, Inc. (a)	2,713		56,458
Monolithic Power Systems, Inc. (a)	2,050		21,833
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
MoSys, Inc. (a)	1,840		$ 17,535
Nanometrics, Inc. (a)	1,193		10,224
Netlogic Microsystems, Inc. (a)	1,218		25,980
Nextest Systems Corp.	877		9,244
Novellus Systems, Inc. (a)	6,063		189,287
NVE Corp. (a)(d)	247		9,744
NVIDIA Corp. (a)	16,215		599,793
O2Micro International Ltd. sponsored ADR (a)	1,984		16,189
Omnivision Technologies, Inc. (a)	2,567		41,816
ON Semiconductor Corp. (a)	15,295		98,500
PDF Solutions, Inc. (a)	1,638		24,095
Pericom Semiconductor Corp. (a)	1,768		20,385
Photronics, Inc. (a)	1,709		26,951
Pixelworks, Inc. (a)	2,259		5,625
PLX Technology, Inc. (a)	1,955		26,451
PMC-Sierra, Inc. (a)	8,461		64,388
PortalPlayer, Inc. (a)	1,058		14,177
Power Integrations, Inc. (a)	1,300		36,218
Rambus, Inc. (a)	4,810		107,263
RF Micro Devices, Inc. (a)	9,366		72,212
Rudolph Technologies, Inc. (a)	1,313		21,047
Saifun Semiconductors Ltd.	1,360		22,916
Semitool, Inc. (a)	2,104		28,888
Semtech Corp. (a)	3,656		47,967
Sigma Designs, Inc. (a)	1,618		42,311
SigmaTel, Inc. (a)	1,592		7,196
Silicon Image, Inc. (a)	3,952		49,677
Silicon Laboratories, Inc. (a)	2,438		78,552
Silicon Motion Technology Corp. sponsored ADR (a)	724		11,866
Silicon Storage Technology, Inc. (a)	5,079		23,414
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	25,577		200,268
SiRF Technology Holdings, Inc. (a)	2,077		63,473
Skyworks Solutions, Inc. (a)	7,053		51,205
Spansion, Inc. Class A	5,130		74,949
Standard Microsystems Corp. (a)	900		28,683
STATS ChipPAC Ltd. sponsored ADR (a)	2,028		17,055
Supertex, Inc. (a)	846		39,694
Techwell, Inc.	1,111		19,220
Tessera Technologies, Inc. (a)	2,223		84,185
Therma-Wave, Inc. (a)	2,329		2,818
Tower Semicondutor Ltd. (a)	5,218		9,914
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Transmeta Corp. (a)	7,771		$ 9,014
Transwitch Corp. (a)	6,531		10,515
Trident Microsystems, Inc. (a)	2,248		47,163
TriQuint Semiconductor, Inc. (a)	7,555		38,077
Ultratech, Inc. (a)	1,243		16,196
Varian Semiconductor Equipment Associates, Inc. (a)	2,533		100,636
Veeco Instruments, Inc. (a)	1,602		30,086
Verigy Ltd.	2,644		47,169
Virage Logic Corp. (a)	1,579		14,243
Volterra Semiconductor Corp. (a)	1,561		26,459
White Electronic Designs Corp. (a)	1,498		8,299
Xilinx, Inc.	15,814		423,815
Zilog, Inc. (a)	3,063		12,313
Zoran Corp. (a)	2,250		33,548
			16,046,884
Software - 15.5%
Activision, Inc. (a)	12,322		210,090
Actuate Corp. (a)	4,644		25,124
Adobe Systems, Inc. (a)	26,755		1,073,678
Advent Software, Inc. (a)	1,453		53,122
Agile Software Corp. (a)	2,924		19,620
Altiris, Inc. (a)	1,314		32,574
Ansoft Corp. (a)	1,219		33,693
Ansys, Inc. (a)	1,762		82,726
Aspen Technology, Inc. (a)	2,073		20,212
Atari, Inc. (a)	4,391		2,590
Authentidate Holding Corp. (a)	2,920		4,497
Autodesk, Inc. (a)	10,785		444,126
BEA Systems, Inc. (a)	18,066		248,769
Blackbaud, Inc.	1,961		50,574
Blackboard, Inc. (a)	1,188		33,858
Borland Software Corp. (a)	4,250		22,483
Bottomline Technologies, Inc. (a)	1,303		13,642
Business Objects SA sponsored ADR (a)	2,030		78,805
Cadence Design Systems, Inc. (a)	12,858		236,330
Captaris, Inc. (a)	3,281		23,951
Catapult Communications Corp. (a)	1,197		10,366
CDC Corp. Class A (a)	5,129		46,520
Check Point Software Technologies Ltd. (a)	10,615		243,084
Citrix Systems, Inc. (a)	8,382		240,899
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Cognos, Inc. (a)	4,410		$ 180,413
CommVault Systems, Inc.	1,941		38,742
Compuware Corp. (a)	17,547		147,219
Concur Technologies, Inc. (a)	1,819		27,903
Convera Corp. Class A (a)(d)	3,302		15,453
Corel Corp.	1,005		13,216
Descartes Systems Group, Inc. (a)	3,601		14,031
Digimarc Corp. (a)	1,199		10,803
ECtel Ltd. (a)	103		500
Electronic Arts, Inc. (a)	13,969		780,169
Embarcadero Technologies, Inc. (a)	1,696		11,736
Epicor Software Corp. (a)	2,441		32,465
EPIQ Systems, Inc. (a)	973		15,198
eSpeed, Inc. Class A (a)	1,627		15,261
Evolving Systems, Inc. (a)	1,176		1,341
FalconStor Software, Inc. (a)	3,061		26,416
Hyperion Solutions Corp. (a)	2,663		97,892
i2 Technologies, Inc. (a)	1,059		20,460
Informatica Corp. (a)	4,490		54,105
Interactive Intelligence, Inc. (a)	1,277		22,373
InterVideo, Inc. (a)	722		9,350
Intervoice, Inc. (a)	2,046		13,729
Intuit, Inc. (a)	15,512		488,318
Jack Henry & Associates, Inc.	4,276		93,559
JDA Software Group, Inc. (a)	1,602		22,909
KongZhong Corp. sponsored ADR (a)	694		5,670
Kronos, Inc. (a)	1,455		51,303
Lawson Software, Inc. (a)	9,154		68,106
Macrovision Corp. (a)	2,400		66,360
Magic Software Enterprises Ltd. (a)	3,319		6,738
Magma Design Automation, Inc. (a)	1,722		15,429
Majesco Entertainment Co. (a)	1,035		1,490
Manhattan Associates, Inc. (a)	1,491		43,239
MapInfo Corp. (a)	795		10,534
Mentor Graphics Corp. (a)	3,427		57,951
MICROS Systems, Inc. (a)	1,843		93,846
Microsoft Corp.	459,888		13,488,484
MicroStrategy, Inc. Class A (a)	450		53,312
MSC.Software Corp. (a)	1,807		27,177
Napster, Inc. (a)	1,612		6,045
NDS Group PLC sponsored ADR (a)	881		41,425
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
Net 1 UEPS Technologies, Inc. (a)	2,387		$ 57,240
NetScout Systems, Inc. (a)	3,025		23,625
Novell, Inc. (a)	16,800		105,504
Nuance Communications, Inc. (a)	7,168		73,472
Open Solutions, Inc. (a)	847		31,551
OpenTV Corp. Class A (a)	5,488		13,555
Opnet Technologies, Inc. (a)	1,263		20,372
Opsware, Inc. (a)	4,316		37,808
Oracle Corp. (a)	242,073		4,606,649
Parametric Technology Corp. (a)	5,820		112,675
Pegasystems, Inc.	2,164		21,856
Pervasive Software, Inc. (a)	1,948		7,266
Phoenix Technologies Ltd. (a)	2,331		11,305
Plato Learning, Inc. (a)	1,865		9,437
Progress Software Corp. (a)	1,779		48,229
QAD, Inc.	1,984		16,269
Quality Systems, Inc.	1,512		57,774
Quest Software, Inc. (a)	4,503		64,438
Radiant Systems, Inc. (a)	1,596		15,657
Red Hat, Inc. (a)	8,813		153,346
Renaissance Learning, Inc.	1,600		27,024
Retalix Ltd. (a)	958		16,190
SCO Group, Inc. (a)	933		1,866
Secure Computing Corp. (a)	2,682		17,406
Shanda Interactive Entertainment Ltd. sponsored ADR (a)	1,354		26,186
Smith Micro Software, Inc. (a)	922		14,752
Sonic Solutions, Inc. (a)	1,167		18,380
SPSS, Inc. (a)	1,206		34,021
SumTotal Systems, Inc. (a)	2,045		14,356
Symantec Corp. (a)	43,225		916,370
Synchronoss Technologies, Inc.	1,410		21,094
Synopsys, Inc. (a)	7,320		187,026
Synplicity, Inc. (a)	2,564		17,435
Take-Two Interactive Software, Inc. (a)	2,982		51,768
The9 Ltd. sponsored ADR (a)	535		14,664
THQ, Inc. (a)	2,732		88,927
TIBCO Software, Inc. (a)	10,760		100,176
Transaction Systems Architects, Inc. Class A (a)	1,915		64,784
Ulticom, Inc. (a)	2,308		23,934
Ultimate Software Group, Inc. (a)	1,221		29,438
Unica Corp. (a)	748		10,023
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Software - continued
VA Software Corp. (a)	3,888		$ 17,729
Vasco Data Security International, Inc. (a)	1,824		21,468
Verint Systems, Inc. (a)	1,527		52,101
Wind River Systems, Inc. (a)	4,089		43,793
Witness Systems, Inc. (a)	1,744		33,119
			26,794,061
TOTAL INFORMATION TECHNOLOGY			85,773,381
MATERIALS - 1.1%
Chemicals - 0.4%
A. Schulman, Inc.	1,764		40,202
Akzo Nobel NV sponsored ADR	2,238		128,014
Altair Nanotechnologies, Inc. (a)	3,365		10,869
Hawkins, Inc.	686		9,686
ICO, Inc. (a)	1,381		8,521
Innospec, Inc.	613		26,102
Landec Corp. (a)	1,318		12,626
LESCO, Inc. (a)	824		6,765
Methanex Corp.	5,366		132,735
Pioneer Companies, Inc. (a)	647		17,475
Sigma Aldrich Corp.	3,028		230,461
Symyx Technologies, Inc. (a)	1,653		36,135
Zoltek Companies, Inc. (a)(d)	1,079		24,224
			683,815
Construction Materials - 0.0%
U.S. Concrete, Inc. (a)	1,678		10,437
United States Lime & Minerals, Inc. (a)	414		14,358
			24,795
Containers & Packaging - 0.2%
AEP Industries, Inc. (a)	500		25,735
Amcor Ltd. sponsored ADR	252		5,975
Caraustar Industries, Inc. (a)	2,218		17,411
Silgan Holdings, Inc.	1,879		81,060
Smurfit-Stone Container Corp.	11,609		124,565
			254,746
Metals & Mining - 0.5%
Aber Diamond Corp.	2,726		100,204
Anglo American PLC ADR	1,521		35,576
Common Stocks - continued
	Shares		Value (Note 1)
MATERIALS - continued
Metals & Mining - continued
Century Aluminum Co. (a)	1,418		$ 60,478
Chaparral Steel Co.	2,103		97,790
DRDGOLD Ltd. sponsored ADR (a)	8,256		9,412
Gibraltar Industries, Inc.	1,368		29,973
Kaiser Aluminum Corp. (a)	863		49,191
Lihir Gold Ltd. sponsored ADR (a)	767		18,722
NN, Inc.	1,262		14,425
Northwest Pipe Co. (a)	578		18,554
Novamerican Steel, Inc. (a)	524		18,864
Olympic Steel, Inc.	740		19,196
Pan American Silver Corp. (a)	3,495		90,660
Randgold Resources Ltd. sponsored ADR (a)	2,123		48,702
Royal Gold, Inc.	1,166		37,149
Schnitzer Steel Industries, Inc. Class A	918		37,473
Silver Standard Resources, Inc. (a)	2,822		87,821
Steel Dynamics, Inc.	4,478		145,625
Steel Technologies, Inc.	555		9,574
Wheeling Pittsburgh Corp. (a)	596		10,478
			939,867
Paper & Forest Products - 0.0%
Mercer International, Inc. (SBI) (a)	1,139		13,440
TOTAL MATERIALS			1,916,663
TELECOMMUNICATION SERVICES - 1.4%
Diversified Telecommunication Services - 0.6%
Alaska Communication Systems Group, Inc.	1,997		30,135
Arbinet-thexchange, Inc. (a)	1,128		6,689
Atlantic Tele-Network, Inc.	681		19,340
Broadwing Corp. (a)	4,145		62,714
Cbeyond, Inc.	1,057		34,733
Cogent Communications Group, Inc. (a)	2,310		36,614
Commonwealth Telephone Enterprises, Inc.	1,116		46,504
Consolidated Communications Holdings, Inc.	1,216		22,520
CT Communications, Inc.	1,324		26,983
D&E Communications, Inc.	1,484		18,832
Eschelon Telecom, Inc. (a)	1,073		19,464
General Communications, Inc. Class A (a)	2,744		41,873
Global Crossing Ltd. (a)	1,602		41,364
Globalstar, Inc.	2,773		38,600
Golden Telecom, Inc.	1,700		69,003
Common Stocks - continued
	Shares		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
HickoryTech Corp.	1,699		$ 11,995
Level 3 Communications, Inc. (a)	52,885		282,406
North Pittsburgh Systems, Inc.	1,188		28,809
NTELOS Holding Corp.	2,177		34,222
Shenandoah Telecommunications Co.	272		13,023
SureWest Communications	846		20,947
Talk America Holdings, Inc. (a)	1,663		13,271
Time Warner Telecom, Inc. Class A (sub. vtg.) (a)	5,580		101,779
U.S. LEC Corp. Class A (a)(d)	3,586		30,230
Warwick Valley Telephone Co.	702		13,163
			1,065,213
Wireless Telecommunication Services - 0.8%
@Road, Inc. (a)	2,434		15,870
America Movil SA de CV Series A sponsored ADR	375		16,703
Centennial Communications Corp. Class A	4,845		31,541
Dobson Communications Corp. Class A	7,947		68,742
FiberTower Corp. (a)(d)	6,093		33,146
ICO Global Communications Holdings Ltd. Class A (a)	6,496		32,155
InPhonic, Inc. (a)(d)	1,507		16,984
IPCS, Inc. (a)	687		36,322
Leap Wireless International, Inc. (a)	3,118		176,947
Millicom International Cellular SA (a)	4,760		272,558
NII Holdings, Inc. (a)	7,077		459,510
Rural Cellular Corp. Class A (a)	787		9,373
SBA Communications Corp. Class A (a)	4,674		132,601
USA Mobility, Inc.	1,638		39,869
Wireless Facilities, Inc. (a)	3,888		9,098
			1,351,419
TOTAL TELECOMMUNICATION SERVICES			2,416,632
UTILITIES - 0.2%
Electric Utilities - 0.1%
MGE Energy, Inc.	792		27,213
Otter Tail Corp.	1,471		45,219
			72,432
Gas Utilities - 0.0%
EnergySouth, Inc.	788		30,070
Multi-Utilities - 0.0%
NorthWestern Energy Corp.	1,637		58,539
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - continued
Water Utilities - 0.1%
Artesian Resources Corp. Class A	807		$ 15,301
Cadiz, Inc. (a)	667		13,780
Connecticut Water Service, Inc.	554		12,105
Consolidated Water Co., Inc.	862		20,490
Middlesex Water Co.	628		11,675
Pure Cycle Corp. (a)	1,884		14,733
Southwest Water Co.	1,926		25,096
			113,180
TOTAL UTILITIES			274,221
TOTAL COMMON STOCKS (Cost $174,829,141)		171,017,947

U.S. Treasury Obligations - 0.0%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 4.86% to 5.02% 12/21/06 (e) (Cost $109,700)	$ 110,000	109,687

Money Market Funds - 1.7%
	Shares
Fidelity Cash Central Fund, 5.35% (b)	713,675		713,675
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	2,197,545		2,197,545
TOTAL MONEY MARKET FUNDS (Cost $2,911,220)		2,911,220
TOTAL INVESTMENT PORTFOLIO - 101.0% (Cost $177,850,061)			174,038,854
NET OTHER ASSETS - (1.0)%			(1,784,759)
NET ASSETS - 100%		$ 172,254,095

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
34 NASDAQ 100 E-Mini Index Contracts	Dec. 2006	$ 1,220,430	$ 30,287

The face value of futures purchased as a percentage of net assets - 0.7%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $109,687.

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	$ 15,580
Fidelity Securities Lending Cash Central Fund	69,826
Total	$ 85,406

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	November 30, 2006
Assets
Investment in securities, at value (including securities loaned of $2,150,274) - See accompanying schedule: Unaffiliated issuers (cost $174,938,841)	$ 171,127,634
Fidelity Central Funds (cost $2,911,220)	2,911,220
Total Investments (cost $177,850,061)		$ 174,038,854
Cash		134
Receivable for investments sold		38,388,497
Dividends receivable		156,426
Interest receivable		2,403
Receivable from investment adviser for expense reductions		36,012
Other receivables		10,514
Total assets		212,632,840
Liabilities
Payable for investments purchased	$ 26,457
Payable for fund shares redeemed	37,976,079
Accrued management fee	35,732
Distribution fees payable	30,926
Payable for daily variation on futures contracts	680
Other affiliated payables	5,583
Other payables and accrued expenses	105,743
Collateral on securities loaned, at value	2,197,545
Total liabilities		40,378,745
Net Assets		$ 172,254,095
Net Assets consist of:
Paid in capital		$ 175,642,154
Undistributed net investment income		207,232
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		185,844
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(3,781,135)
Net Assets, for 1,800,000 shares outstanding		$ 172,254,095
Net Asset Value, offering price and redemption price per share ($172,254,095 ÷ 1,800,000 shares)		$ 95.70

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

Annual Report

Statement of Operations

	Year ended November 30, 2006
Investment Income
Dividends		$ 878,881
Interest		7,616
Income from Fidelity Central Funds (including $69,826 from security lending)		85,406
Total income		971,903
Expenses
Management fee	$ 283,630
Transfer agent and custody fees	138,964
Distribution fees	106,264
Licensing fees	61,553
Accounting and security lending fees	44,634
Independent trustees' compensation	434
Registration fees	157
Audit	70,811
Legal	4,539
Miscellaneous	7,680
Total expenses before reductions	718,666
Expense reductions	(365,460)	353,206
Net investment income (loss)		618,697
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	23,408,022
Foreign currency transactions	2,329
Futures contracts	(9,115)
Total net realized gain (loss)		23,401,236
Change in net unrealized appreciation (depreciation) on: Investment securities	(12,944,630)
Assets and liabilities in foreign currencies	(215)
Futures contracts	24,433
Total change in net unrealized appreciation (depreciation)		(12,920,412)
Net gain (loss)		10,480,824
Net increase (decrease) in net assets resulting from operations		$ 11,099,521

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended November 30, 2006	Year ended November 30, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 618,697	$ 513,402
Net realized gain (loss)	23,401,236	9,212,563
Change in net unrealized appreciation (depreciation)	(12,920,412)	(3,693,092)
Net increase (decrease) in net assets resulting from operations	11,099,521	6,032,873
Distributions to shareholders from net investment income	(506,000)	(1,827,000)
Distributions to shareholders from net realized gain	(700,000)	-
Total distributions	(1,206,000)	(1,827,000)
Share transactions Proceeds from sales of shares	180,241,895	50,797,714
Cost of shares redeemed	(141,451,412)	(65,298,653)
Net increase (decrease) in net assets resulting from share transactions	38,790,483	(14,500,939)
Total increase (decrease) in net assets	48,684,004	(10,295,066)
Net Assets
Beginning of period	123,570,091	133,865,157
End of period (including undistributed net investment income of $207,232 and undistributed net investment income of $109,514, respectively)	$ 172,254,095	$ 123,570,091
Other Information Shares
Sold	2,000,000	600,000
Redeemed	(1,600,000)	(800,000)
Net increase (decrease)	400,000	(200,000)

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

Annual Report

Financial Highlights

Years ended November 30,	2006	2005	2004	2003 H
Selected Per-Share Data
Net asset value, beginning of period	$ 88.26	$ 83.67	$ 78.44	$ 72.69
Income from Investment Operations
Net investment income (loss) D	.47	.36	1.00 G	.06
Net realized and unrealized gain (loss)	7.87	5.40	4.43	5.69
Total from investment operations	8.34	5.76	5.43	5.75
Distributions from net investment income	(.40)	(1.17)	(.20)	-
Distributions from net realized gain	(.50)	-	-	-
Total distributions	(.90)	(1.17)	(.20)	-
Net asset value, end of period	$ 95.70	$ 88.26	$ 83.67	$ 78.44
Total Return B, C	9.54%	6.96%	6.94%	7.91%
Ratios to Average Net Assets E, I
Expenses before reductions	.61%	.59%	.56%	.51% A
Expenses net of fee waivers, if any	.30%	.30%	.30%	.30%A
Expenses net of all reductions	.30%	.30%	.30%	.30%A
Net investment income (loss)	.52%	.44%	1.26%	.43%A
Supplemental Data
Net assets, end of period (000 omitted)	$ 172,254	$ 123,570	$ 133,865	$ 180,423
Portfolio turnover rate F, J	7%	9%	8%	10%A

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.83 per share.

^H For the period September 25, 2003 (commencement of operations) to November 30, 2003.

^I Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2006

1. Significant Accounting Policies.

Fidelity Nasdaq Composite Index Tracking Stock (the Fund) is an exchange-traded and a non-diversified fund of Fidelity Commonwealth Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of regular trading hours on the NASDAQ exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NASDAQ that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Annual Report

1. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and income distributions from the Fidelity Central Funds are accrued as earned, with any income distributions receivable as of period end included in Interest Receivable on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. 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 by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result,

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

no provision for income taxes is required in the accompanying financial statements. Realized gain or loss resulting from in-kind redemptions is not taxable to the Fund and is not distributed to shareholders of the Fund. 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 recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to short-term capital gains, foreign currency transactions, passive foreign investment companies (PFIC), redemptions in kind, partnerships, futures transactions, and losses deferred due to wash sales.

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

Unrealized appreciation	$ 8,569,865
Unrealized depreciation	(12,385,196)
Net unrealized appreciation (depreciation)	(3,815,331)
Undistributed ordinary income	178,858
Cost for federal income tax purposes	$ 177,854,185

The tax character of distributions paid was as follows:

	November 30, 2006	November 30, 2005
Ordinary Income	$ 506,000	$ 1,827,000
Long-term Capital Gains	700,000	-
Total	$ 1,206,000	$ 1,827,000

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement

Annual Report

1. Significant Accounting Policies - continued

New Accounting Pronouncements - continued

recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Futures Contracts - continued

meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities and in-kind transactions, aggregated $8,417,466 and $9,887,621, respectively.

Securities received and delivered on an in-kind basis aggregated $180,117,466 and $141,356,841, respectively. Realized gain (loss) of $23,153,111 on securities delivered on an in-kind basis is included in the accompanying Statement of Operations as realized gain or loss on investment securities and is not taxable to the Fund.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .24% of the fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted a Distribution and Service Plan. The Fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a distribution fee based on annual percentage of the Fund's average net assets of up to .25%. In addition, FDC pays NASDAQ for marketing services provided to the Fund. For the period, the distribution fees were equivalent to an annualized rate of .09% of average net assets. The total amounts paid to and retained by FDC were $106,264 and $0, respectively.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

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

Licensing Fees. Under the terms of a license agreement, FMR pays Nasdaq an annual licensing fee for the use of the Nasdaq Composite Index. FMR has entered into a sub-license agreement with the Fund whereby the Fund pays FMR the amount of the license fee at the rate of up to .06% of the Fund's average net assets.

Investments in Fidelity Central Funds. The Fund may invest in Fidelity Central Funds. The Fund's Schedule of Investments lists each of the Fidelity Central Funds 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. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. 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 EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

5. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income

Annual Report

Notes to Financial Statements - continued

5. Security Lending - continued

represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds.

6. Expense Reductions.

FMR contractually agreed to waive expenses of the Fund to the extent annual operating expenses exceeded .30% of average net assets. This waiver will remain in place through January 31, 2008. Some expenses, for example interest expense, are excluded from this waiver. During the period, this waiver reduced the Fund's expenses by $365,460.

7. 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.

8. Share Transactions.

The Fund issues and redeems shares at Net Asset Value only with certain authorized participants in large increments known as Creation Units. Purchases of Creation Units are made by tendering a basket of designated stocks to the Fund and redemption proceeds are paid with a basket of securities from the Fund's portfolio. The Fund's shares are available in smaller increments to investors in the secondary market at market prices and may be subject to commissions. A transaction fee is charged by the shareholder servicing agent when authorized participants purchase or redeem Creation Units of the Fund. The fee is charged to cover the costs associated with the issuance and redemption of Creation Units. During the period, transaction fees totaled $85,000.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of Fidelity Nasdaq Composite Index Tracking Stock:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Nasdaq Composite Index Tracking Stock (a fund of Fidelity Commonwealth Trust) at November 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Nasdaq Composite Index Tracking Stock's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 18, 2007

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-FIDELITY.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1974 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006- present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005- present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994- 2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
James H. Keyes (66)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Member and Executive Officers:

Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Commonwealth Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Eric D. Roiter (58)
	Year of Election or Appointment: 2003 Secretary of Fidelity Nasdaq Composite Index Tracking Stock. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2007 President and Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Ms. Monasterio also serves as President and Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2004- present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2003 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (41)
	Year of Election or Appointment: 2005 Assistant Treasurer of Fidelity Nasdaq Composite Index Tracking Stock. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The fund hereby designates as a capital gain dividend with respect to the taxable year ended November 30, 2006, $139,511, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Nasdaq Composite Index Tracking Stock

Each year, typically in July, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering pricing and bookkeeping and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally transfer agents, custodians, and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Annual Report

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2005, the fund's total return, the total return of a broad-based securities market index ("benchmark"), and a range of total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below the chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Nasdaq Composite Index Tracking Stock

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the fourth quartile for the period shown. The Board noted that FMR does not consider that Lipper peer group to be a meaningful comparison for the fund, however, because the peer group includes funds with broader investment mandates than those of the fund, which is managed to track the performance of a specified securities index. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the period shown. The Board stated that it is difficult to evaluate in any comprehensive fashion the performance of the fund, in light of its relatively recent launch.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 58% means that 42% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Nasdaq Composite Index Tracking Stock

The Board noted that the fund's management fee ranked above the median of its Total Mapped Group and above the median of its ASPG for 2005.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expenses ranked above its competitive median for 2005. The Board also considered that, following discussions with the Board, FMR contractually agreed to waive a portion of its management fee until January 31, 2008, to the extent necessary to maintain the fund's total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses) at 30 basis points.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's total expenses were reasonable, although above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

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To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

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Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

JPMorgan Chase Bank
New York, NY

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

1-800-FIDELITY

ETF-UANN-0107
1.795568.103

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

Item 2. Code of Ethics

As of the end of the period, November 30, 2006, Fidelity Commonwealth Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Nasdaq Composite Index Tracking Stock (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2006A	2005A
Fidelity Nasdaq Composite Index Tracking Stock	$67,000	$62,000
All funds in the Fidelity Group of Funds audited by PwC	$13,500,000	$12,100,000

^A Aggregate amounts may reflect rounding.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Nasdaq Composite Index Fund (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2006A	2005A
Fidelity Nasdaq Composite Index Fund	$39,000	$33,000
All funds in the Fidelity Group of Funds audited by Deloitte Entities	$6,500,000	$5,400,000

^A Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2006A	2005 A
Fidelity Nasdaq Composite Index Tracking Stock	$0	$0

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2006A	2005 A
Fidelity Nasdaq Composite Index Fund	$0	$0

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By	2006 A	2005A
PwC	$0	$0
Deloitte Entities	$0	$0

^A Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund	2006A	2005A
Fidelity Nasdaq Composite Index Tracking Stock	$2,700	$2,500

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund	2006A	2005A
Fidelity Nasdaq Composite Index Fund	$4,200	$3,900

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2006A	2005A
PwC	$0	$0
Deloitte Entities	$0	$0

^A Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the fund is shown in the table below.

Fund	2006A	2005A
Fidelity Nasdaq Composite Index Tracking Stock	$900	$1,000

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the fund is shown in the table below.

Fund	2006A	2005A
Fidelity Nasdaq Composite Index Fund	$0	$0

^A Aggregate amounts may reflect rounding.

In each of the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2006A	2005A
PwC	$145,000	$170,000
Deloitte Entities	$180,000	$160,000

^A Aggregate amounts may reflect rounding.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1) Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2) Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:  

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2006 and November 30, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) Not applicable.

(g) For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate fees billed by PwC of $1,290,000^A and $1,225,000^A,B for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2006A	2005A
Covered Services	$150,000	$150,000
Non-Covered Services	$1,140,000	$1,075,000B

A	Aggregate amounts may reflect rounding.
B	Reflects current period presentation.

For the fiscal years ended November 30, 2006 and November 30, 2005, the aggregate fees billed by Deloitte Entities of $875,000^A and $250,000^A,B for non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2006A	2005A
Covered Services	$185,000	$150,000
Non-Covered Services	$690,000	$100,000B

A	Aggregate amounts may reflect rounding.
B	Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock:

The Board of Trustees of Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Tracking Stock has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. As of November 30, 2006, the members of the audit committee were Marie L. Knowles, Albert R. Gamper, Jr., George H. Heilmeier, William O. McCoy, and Kenneth L. Wolfe. Effective January 2007, the members of the audit committee are Marie L. Knowles, George H. Heilmeier, James H. Keyes, and Kenneth L. Wolfe.

Fidelity Commonwealth Trust: Fidelity Nasdaq Composite Index Fund:

Not applicable.

Item 6. Schedule of Investments

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 trust's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(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 Commonwealth Trust

By:	/s/Kimberley Monasterio
	Kimberley Monasterio
	President and Treasurer
Date:	January 24, 2007

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/Kimberley Monasterio
	Kimberley Monasterio
	President and Treasurer
Date:	January 24, 2007
By:	/s/Joseph B. Hollis
	Joseph B. Hollis
	Chief Financial Officer
Date:	January 24, 2007