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 811-1400

Fidelity Contrafund
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2014

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor ®

New Insights

Fund - Institutional Class

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, 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 (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Class A	.98%
Actual		$ 1,000.00	$ 1,062.70	$ 5.01
Hypothetical^A		$ 1,000.00	$ 1,019.93	$ 4.91
Class T	1.23%
Actual		$ 1,000.00	$ 1,061.90	$ 6.29
Hypothetical^A		$ 1,000.00	$ 1,018.70	$ 6.16
Class B	1.78%
Actual		$ 1,000.00	$ 1,058.90	$ 9.09
Hypothetical^A		$ 1,000.00	$ 1,015.97	$ 8.90
Class C	1.74%
Actual		$ 1,000.00	$ 1,058.80	$ 8.88
Hypothetical^A		$ 1,000.00	$ 1,016.17	$ 8.70
Institutional Class	.73%
Actual		$ 1,000.00	$ 1,064.20	$ 3.74
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 3.66
Class Z	.60%
Actual		$ 1,000.00	$ 1,064.90	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	2.8	2.0
Wells Fargo & Co.	2.5	2.5
Noble Energy, Inc.	2.2	2.1
Schlumberger Ltd.	1.8	1.1
Verizon Communications, Inc.	1.8	0.0
Google, Inc. Class C	1.7	0.0
Google, Inc. Class A	1.7	4.8
Facebook, Inc. Class A	1.7	2.3
Berkshire Hathaway, Inc. Class A	1.6	1.6
Bank of America Corp.	1.5	1.5
	19.3
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	20.0	23.1
Financials	19.1	20.2
Health Care	13.7	14.0
Consumer Discretionary	13.7	18.0
Energy	10.8	5.7

Asset Allocation (% of fund's net assets)
As of June 30, 2014 *			As of December 31, 2013 **
	Stocks 98.0%			Stocks 98.1%
	Bonds^† 0.0%			Bonds^† 0.0%
	Convertible Securities 0.6%			Convertible Securities 0.5%
	Short-Term Investments and Net Other Assets (Liabilities) 1.4%			Short-Term Investments and Net Other Assets (Liabilities) 1.4%
* Foreign investments		14.5%	** Foreign investments		10.3%

ifi1886748

^† Amount represents less than 0.1%

Semiannual Report

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.6%
Automobiles - 1.2%
Harley-Davidson, Inc.	988,500		$ 69,047
Tesla Motors, Inc. (a)(d)	1,078,124		258,814
			327,861
Hotels, Restaurants & Leisure - 3.2%
ARAMARK Holdings Corp.	2,496,200		64,602
Buffalo Wild Wings, Inc. (a)	70,600		11,699
Chipotle Mexican Grill, Inc. (a)	222,324		131,729
Domino's Pizza, Inc.	1,629,218		119,080
Dunkin' Brands Group, Inc.	1,523,600		69,796
Marriott International, Inc. Class A	630,536		40,417
Starbucks Corp.	4,662,606		360,792
The Cheesecake Factory, Inc.	60,000		2,785
Whitbread PLC	1,314,202		99,164
Zoe's Kitchen, Inc. (d)	15,000		516
			900,580
Household Durables - 0.2%
D.R. Horton, Inc.	2,621,724		64,442
GoPro, Inc. Class A	62,400		2,530
			66,972
Internet & Catalog Retail - 1.7%
Amazon.com, Inc. (a)	157,446		51,135
Liberty Interactive Corp. Series A (a)	2,397,734		70,397
priceline.com, Inc. (a)	127,567		153,463
Rakuten, Inc.	3,345,400		43,253
TripAdvisor, Inc. (a)	1,007,369		109,461
zulily, Inc. Class A (d)	1,392,100		57,006
			484,715
Media - 3.9%
Altice S.A.	288,200		20,079
Charter Communications, Inc. Class A (a)	482,625		76,438
Comcast Corp. Class A	5,892,100		316,288
DIRECTV (a)	1,655,200		140,709
Legend Pictures LLC (a)(h)(i)	11,303		20,379
Liberty Global PLC Class A (a)	1,622,305		71,738
Liberty Media Corp. Class A (a)	592,665		81,005
The Walt Disney Co.	2,008,500		172,209
Viacom, Inc. Class B (non-vtg.)	2,050,800		177,866
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	2,267		262
			1,076,973
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - 0.1%
Macy's, Inc.	223,700		$ 12,979
Specialty Retail - 1.3%
AutoZone, Inc. (a)	49,850		26,732
Cabela's, Inc. Class A (a)(d)	1,029,700		64,253
O'Reilly Automotive, Inc. (a)	159,000		23,945
Tiffany & Co., Inc.	55,500		5,564
TJX Companies, Inc.	2,113,467		112,331
Tractor Supply Co.	966,024		58,348
World Duty Free SpA (a)	4,904,461		59,770
			350,943
Textiles, Apparel & Luxury Goods - 2.0%
Brunello Cucinelli SpA	270,072		6,139
China Hongxing Sports Ltd. (a)	6,000,000		277
Hermes International SCA	273,200		100,818
NIKE, Inc. Class B	3,172,589		246,034
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	3,563,770		212,009
			565,277
TOTAL CONSUMER DISCRETIONARY			3,786,300
CONSUMER STAPLES - 7.1%
Beverages - 1.2%
Anheuser-Busch InBev SA NV ADR (d)	906,061		104,143
Boston Beer Co., Inc. Class A (a)	375,903		84,022
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,659,800		146,278
			334,443
Food & Staples Retailing - 2.4%
Costco Wholesale Corp.	1,087,725		125,262
CVS Caremark Corp.	3,781,477		285,010
Walgreen Co.	3,531,574		261,796
			672,068
Food Products - 1.5%
Associated British Foods PLC	2,479,743		129,394
Keurig Green Mountain, Inc.	91,800		11,439
Mead Johnson Nutrition Co. Class A	1,078,100		100,447
Mondelez International, Inc.	4,441,843		167,058
			408,338
Household Products - 0.8%
Colgate-Palmolive Co.	3,375,349		230,131
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 1.2%
Estee Lauder Companies, Inc. Class A	3,580,644		$ 265,899
L'Oreal SA	463,401		79,856
			345,755
TOTAL CONSUMER STAPLES			1,990,735
ENERGY - 10.8%
Energy Equipment & Services - 2.2%
Oceaneering International, Inc.	1,468,899		114,765
Schlumberger Ltd.	4,317,027		509,193
			623,958
Oil, Gas & Consumable Fuels - 8.6%
Anadarko Petroleum Corp.	2,591,388		283,679
Antero Resources Corp.	2,161,656		141,869
BG Group PLC	2,563,400		54,179
Birchcliff Energy Ltd. (a)(f)	585,400		7,735
Cabot Oil & Gas Corp.	3,561,280		121,582
Chevron Corp.	1,050,500		137,143
Concho Resources, Inc. (a)	267,580		38,666
Continental Resources, Inc. (a)	447,922		70,790
Encana Corp.	1,452,500		34,412
EOG Resources, Inc.	3,321,660		388,169
EQT Corp.	439,400		46,972
Kinder Morgan Holding Co. LLC	637,800		23,127
Memorial Resource Development Corp.	1,226,100		29,868
Noble Energy, Inc.	7,814,200		605,288
Phillips 66 Partners LP	279,090		21,088
PrairieSky Royalty Ltd.	108,600		3,949
Range Resources Corp.	144,000		12,521
Rooster Energy Ltd. (a)(e)	9,425,000		4,681
Suncor Energy, Inc.	3,200,000		136,451
The Williams Companies, Inc.	2,790,330		162,425
Tourmaline Oil Corp. (a)	1,053,600		55,551
Tourmaline Oil Corp. (a)(f)	244,300		12,881
			2,393,026
TOTAL ENERGY			3,016,984
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 19.1%
Banks - 7.9%
Bank of America Corp.	27,354,427		$ 420,438
Bank of Ireland (a)	248,940,628		83,520
HDFC Bank Ltd. sponsored ADR	752,300		35,223
JPMorgan Chase & Co.	7,264,800		418,598
M&T Bank Corp.	22,300		2,766
Metro Bank PLC Class A (a)(i)	419,395		9,331
PNC Financial Services Group, Inc.	2,525,889		224,930
Standard Chartered PLC (United Kingdom)	4,146,753		84,735
U.S. Bancorp	5,297,514		229,488
Wells Fargo & Co.	13,253,156		696,586
			2,205,615
Capital Markets - 2.6%
Ameriprise Financial, Inc.	1,036,339		124,361
BlackRock, Inc. Class A	481,646		153,934
Charles Schwab Corp.	5,061,264		136,300
KKR & Co. LP	1,570,300		38,205
Morgan Stanley, Inc.	6,838,377		221,085
Oaktree Capital Group LLC Class A	1,105,876		55,283
			729,168
Consumer Finance - 1.2%
American Express Co.	3,223,347		305,799
Discover Financial Services	493,500		30,587
			336,386
Diversified Financial Services - 1.7%
Berkshire Hathaway, Inc. Class A (a)	2,278		432,593
McGraw Hill Financial, Inc.	376,100		31,228
			463,821
Insurance - 4.8%
ACE Ltd.	1,189,595		123,361
AIA Group Ltd.	31,238,200		156,989
American International Group, Inc.	7,075,000		386,154
Fairfax Financial Holdings Ltd. (sub. vtg.)	229,100		108,688
Genworth Financial, Inc. Class A (a)	4,549,600		79,163
Marsh & McLennan Companies, Inc.	1,472,641		76,312
MetLife, Inc.	4,279,400		237,763
The Chubb Corp.	1,401,276		129,156
The Travelers Companies, Inc.	489,463		46,044
			1,343,630
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
American Tower Corp.	1,457,575		$ 131,153
Equity Residential (SBI)	224,000		14,112
			145,265
Real Estate Management & Development - 0.4%
Realogy Holdings Corp. (a)	2,847,000		107,360
TOTAL FINANCIALS			5,331,245
HEALTH CARE - 13.6%
Biotechnology - 4.0%
Agios Pharmaceuticals, Inc. (d)	1,210,662		55,473
Amgen, Inc.	1,077,444		127,537
Biogen Idec, Inc. (a)	946,186		298,342
BioMarin Pharmaceutical, Inc. (a)	670,845		41,733
CSL Ltd.	2,829,801		177,579
Gilead Sciences, Inc. (a)	4,939,220		409,511
Karyopharm Therapeutics, Inc.	128,200		5,968
Light Sciences Oncology, Inc. (a)	2,708,254		0*
RXi Pharmaceuticals Corp. warrants 2/4/15 (a)	228,571		99
			1,116,242
Health Care Equipment & Supplies - 1.6%
Align Technology, Inc. (a)	2,038,058		114,213
Boston Scientific Corp. (a)	7,042,615		89,934
Covidien PLC	298,300		26,901
DexCom, Inc. (a)	442,351		17,544
Edwards Lifesciences Corp. (a)	573,400		49,221
High Power Exploration (a)	58,562		39
Medtronic, Inc.	306,300		19,530
The Cooper Companies, Inc.	617,351		83,670
Zimmer Holdings, Inc.	554,669		57,608
			458,660
Health Care Providers & Services - 2.2%
Aetna, Inc.	283,948		23,023
Cigna Corp.	138,800		12,765
Henry Schein, Inc. (a)	977,562		116,007
UnitedHealth Group, Inc.	4,968,200		406,150
WellPoint, Inc.	444,600		47,843
			605,788
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Technology - 0.6%
Castlight Health, Inc.	1,325,100		$ 18,127
Castlight Health, Inc. Class B (d)	156,000		2,371
Cerner Corp. (a)	2,794,897		144,161
			164,659
Life Sciences Tools & Services - 2.5%
Eurofins Scientific SA	494,484		152,076
Illumina, Inc. (a)	651,744		116,362
Mettler-Toledo International, Inc. (a)	533,523		135,077
PAREXEL International Corp. (a)	1,093,350		57,773
Thermo Fisher Scientific, Inc.	1,328,635		156,779
Waters Corp. (a)	722,455		75,453
			693,520
Pharmaceuticals - 2.7%
Astellas Pharma, Inc.	8,807,700		115,826
Bristol-Myers Squibb Co.	1,527,900		74,118
Forest Laboratories, Inc. (a)	27,700		2,742
Johnson & Johnson	3,344,500		349,902
Novo Nordisk A/S Series B	1,725,050		79,616
Perrigo Co. PLC	501,485		73,096
Shire PLC	417,700		32,766
Teva Pharmaceutical Industries Ltd. sponsored ADR	522,000		27,363
			755,429
TOTAL HEALTH CARE			3,794,298
INDUSTRIALS - 8.1%
Aerospace & Defense - 0.4%
Precision Castparts Corp.	262,200		66,179
United Technologies Corp.	382,400		44,148
			110,327
Air Freight & Logistics - 0.3%
FedEx Corp.	18,800		2,846
United Parcel Service, Inc. Class B	679,100		69,716
			72,562
Airlines - 0.9%
American Airlines Group, Inc.	2,377,900		102,155
Ryanair Holdings PLC sponsored ADR (a)	1,592,295		88,850
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Southwest Airlines Co.	992,000		$ 26,645
United Continental Holdings, Inc. (a)	425,200		17,463
			235,113
Building Products - 0.5%
Fortune Brands Home & Security, Inc.	1,740,808		69,510
Toto Ltd.	5,191,000		70,006
			139,516
Electrical Equipment - 1.3%
Eaton Corp. PLC	1,792,942		138,379
OSRAM Licht AG (a)	827,908		41,758
Rockwell Automation, Inc.	1,542,100		193,009
			373,146
Industrial Conglomerates - 0.7%
Danaher Corp.	2,556,168		201,247
Machinery - 0.3%
Cummins, Inc.	160,000		24,686
Fanuc Corp.	275,000		47,489
PACCAR, Inc.	163,016		10,242
			82,417
Professional Services - 0.4%
Verisk Analytics, Inc. (a)	1,883,256		113,033
Road & Rail - 2.8%
Canadian Pacific Railway Ltd. (d)	1,958,132		354,741
J.B. Hunt Transport Services, Inc.	690,830		50,969
Kansas City Southern	1,248,500		134,226
Union Pacific Corp.	2,412,532		240,650
			780,586
Trading Companies & Distributors - 0.5%
Air Lease Corp.:
Class A (f)	320,800		12,376
Class A	2,433,111		93,869
Noble Group Ltd.	5,777,000		6,347
W.W. Grainger, Inc.	116,000		29,495
			142,087
TOTAL INDUSTRIALS			2,250,034
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 19.6%
Communications Equipment - 1.2%
F5 Networks, Inc. (a)	243,800		$ 27,169
QUALCOMM, Inc.	3,785,000		299,772
			326,941
Electronic Equipment & Components - 1.5%
Amphenol Corp. Class A	3,047,753		293,621
Trimble Navigation Ltd. (a)	3,769,800		139,294
			432,915
Internet Software & Services - 6.5%
Akamai Technologies, Inc. (a)	2,573,000		157,107
Cornerstone OnDemand, Inc. (a)	1,131,200		52,058
Dropbox, Inc. (a)(i)	1,289,836		24,637
Facebook, Inc. Class A (a)	7,003,259		471,249
Google, Inc.:
Class A (a)	813,946		475,890
Class C (a)	838,746		482,514
Naver Corp.	27,325		22,546
Shutterstock, Inc. (a)(d)	582,650		48,348
SPS Commerce, Inc. (a)(e)	881,200		55,683
Yahoo!, Inc. (a)	836,824		29,398
			1,819,430
IT Services - 4.2%
Alliance Data Systems Corp. (a)	252,133		70,912
ASAC II LP (i)	9,408,021		144,422
Computer Sciences Corp.	1,117,563		70,630
Fidelity National Information Services, Inc.	1,687,730		92,386
Fiserv, Inc. (a)	1,425,232		85,970
Gartner, Inc. Class A (a)	937,300		66,098
MasterCard, Inc. Class A	2,100,835		154,348
Quindell PLC (d)	10,937,232		43,051
Total System Services, Inc.	2,278,200		71,558
Visa, Inc. Class A	1,729,324		364,386
			1,163,761
Semiconductors & Semiconductor Equipment - 0.7%
Avago Technologies Ltd.	655,500		47,242
Freescale Semiconductor, Inc. (a)	2,089,430		49,102
GT Advanced Technologies, Inc. (a)(d)	1,451,700		27,002
Integrated Device Technology, Inc. (a)	763,400		11,802
Micron Technology, Inc. (a)	89,100		2,936
NXP Semiconductors NV (a)	379,000		25,082
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
SunEdison, Inc. (a)	1,445,400		$ 32,666
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	388,700		8,314
			204,146
Software - 5.2%
Activision Blizzard, Inc.	1,455,453		32,457
Adobe Systems, Inc. (a)	973,400		70,435
Concur Technologies, Inc. (a)(d)	465,072		43,410
Microsoft Corp.	18,992,213		791,981
Mu Sigma, Inc. (a)(i)	619,826		20,206
NetSuite, Inc. (a)	959,489		83,360
Oracle Corp.	517,200		20,962
salesforce.com, Inc. (a)	3,317,188		192,662
ServiceNow, Inc. (a)	1,142,743		70,804
The Rubicon Project, Inc.	102,148		1,312
Trion World Network, Inc.:
warrants 8/10/17 (a)(i)	18,952		0 *
warrants 10/3/18 (a)(i)	27,736		0 *
Ultimate Software Group, Inc. (a)	512,887		70,866
Workday, Inc. Class A (a)	498,931		44,834
			1,443,289
Technology Hardware, Storage & Peripherals - 0.3%
First Data Holdings, Inc. Class B (g)(i)	15,456,860		61,827
SanDisk Corp.	198,200		20,698
			82,525
TOTAL INFORMATION TECHNOLOGY			5,473,007
MATERIALS - 4.2%
Chemicals - 3.0%
Airgas, Inc.	788,300		85,854
CF Industries Holdings, Inc.	116,200		27,950
Eastman Chemical Co.	1,109,450		96,910
Ecolab, Inc.	1,278,932		142,396
Filtrona PLC	2,391,886		31,254
Monsanto Co.	1,477,567		184,312
PPG Industries, Inc.	873,659		183,599
Sherwin-Williams Co.	445,736		92,227
Westlake Chemical Corp.	33,300		2,789
			847,291
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Construction Materials - 0.0%
Eagle Materials, Inc.	14,203		$ 1,339
Containers & Packaging - 0.3%
Rock-Tenn Co. Class A	696,720		73,567
Metals & Mining - 0.6%
B2Gold Corp. (a)	19,404,232		56,555
Franco-Nevada Corp.	894,961		51,372
GoviEx Uranium, Inc. (e)(f)	23,200		50
GoviEx Uranium, Inc.:
Class A (e)	851,865		1,648
Class B (e)	2,625,135		5,078
Tahoe Resources, Inc. (a)	2,435,000		63,759
			178,462
Paper & Forest Products - 0.3%
International Paper Co.	1,590,283		80,262
TOTAL MATERIALS			1,180,921
TELECOMMUNICATION SERVICES - 1.9%
Diversified Telecommunication Services - 1.8%
Verizon Communications, Inc.	10,313,000		504,615
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	236,000		7,934
TOTAL TELECOMMUNICATION SERVICES			512,549
UTILITIES - 0.0%
Multi-Utilities - 0.0%
YTL Corp. Bhd	9,481,926		4,784
TOTAL COMMON STOCKS (Cost $19,789,761)		27,340,857
Convertible Preferred Stocks - 0.6%

CONSUMER DISCRETIONARY - 0.1%
Household Durables - 0.1%
Blu Homes, Inc. Series A, 5.00% (i)	5,575,412		25,758
Convertible Preferred Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - 0.0%
Glam Media, Inc. Series M-1, 8.00% (a)(i)	165,366		$ 858
TOTAL CONSUMER DISCRETIONARY			26,616
HEALTH CARE - 0.1%
Biotechnology - 0.0%
Intarcia Therapeutics, Inc. (a)(i)	516,522		16,730
Life Sciences Tools & Services - 0.1%
Living Proof, Inc. 8.00% (a)(i)	10,369,703		18,400
TOTAL HEALTH CARE			35,130
INFORMATION TECHNOLOGY - 0.4%
Internet Software & Services - 0.3%
Dropbox, Inc.:
Series A (a)(i)	299,518		5,721
Series C (i)	161,770		3,090
Pinterest, Inc. (a)(i)	1,761,729		29,923
Pinterest, Inc. Series E, 8.00% (i)	2,640,631		44,852
			83,586
Software - 0.1%
Cloudera, Inc. Series F (i)	312,284		5,134
Mobileye NV Series F (i)	398,824		13,919
Trion World Network, Inc.:
8.00% (a)(i)	50,840		92
Series C, 8.00% (a)(i)	602,295		1,090
Series C-1, 8.00% (a)(i)	47,380		86
			20,321
TOTAL INFORMATION TECHNOLOGY			103,907
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $151,099)		165,653

Corporate Bonds - 0.0%
		Principal Amount (j) (000s)		Value (000s)
Convertible Bonds - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Trion World Network, Inc. 15% 10/10/15 pay-in-kind (i)		$ 172		$ 172
Nonconvertible Bonds - 0.0%
FINANCIALS - 0.0%
Banks - 0.0%
Bank of Ireland 10% 7/30/16	EUR	3,571		5,428
TOTAL CORPORATE BONDS (Cost $4,865)			5,600

Money Market Funds - 3.4%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	415,722,045		415,722
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	543,004,584		543,005
TOTAL MONEY MARKET FUNDS (Cost $958,727)		958,727
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $20,904,452)		28,470,837
NET OTHER ASSETS (LIABILITIES) - (2.0)%		(563,153)
NET ASSETS - 100%		$ 27,907,684

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $33,042,000 or 0.1% of net assets.

(g) Security or a portion of the security purchased on a delayed delivery or when-issued basis. Interest rate to be determined at settlement date.

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

(i) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $446,889,000 or 1.6% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
ASAC II LP	10/10/13	$ 94,080
Blu Homes, Inc. Series A, 5.00%	6/10/13	$ 25,758
Cloudera, Inc. Series F	2/5/14	$ 4,547
Dropbox, Inc.	5/2/12	$ 11,672
Dropbox, Inc. Series A	5/29/12	$ 2,710
Dropbox, Inc. Series C	1/30/14	$ 3,090
First Data Holdings, Inc. Class B	6/26/14	$ 61,827
Glam Media, Inc. Series M-1, 8.00%	3/19/08	$ 3,024
Intarcia Therapeutics, Inc.	11/14/12	$ 7,040
Legend Pictures LLC	9/23/10 - 12/18/12	$ 12,915
Living Proof, Inc. 8.00%	2/13/13	$ 18,400
Metro Bank PLC Class A	5/21/12 - 12/6/13	$ 7,617
Mobileye NV Series F	8/15/13	$ 13,919
Mu Sigma, Inc.	12/21/12	$ 15,000
Pinterest, Inc.	5/15/14	$ 29,923
Security	Acquisition Date	Acquisition Cost (000s)
Pinterest, Inc. Series E, 8.00%	10/23/13	$ 38,370
Trion World Network, Inc. warrants 8/10/17	8/10/10	$ 0 *
Trion World Network, Inc. warrants 10/3/18	10/10/13	$ 0 *
Trion World Network, Inc. 8.00%	3/20/13	$ 267
Trion World Network, Inc. Series C, 8.00%	8/22/08	$ 3,307
Trion World Network, Inc. Series C-1, 8.00%	8/10/10	$ 260
Trion World Network, Inc. 15% 10/10/15 pay-in-kind	10/10/13	$ 172
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 2,267

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

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 373
Fidelity Securities Lending Cash Central Fund	1,708
Total	$ 2,081

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
GoviEx Uranium, Inc. 144A	$ -	$ 50	$ -	$ -	$ 50
GoviEx Uranium, Inc. Class A	-	-	-	-	1,648
GoviEx Uranium, Inc. Class B	-	-	-	-	5,078
Rooster Energy Ltd.	4,880	-	-	-	4,681
SPS Commerce, Inc.	57,542	-	-	-	55,683
Total	$ 62,422	$ 50	$ -	$ -	$ 67,140

Other Information

The following is a summary of the inputs used, as of June 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,812,916	$ 3,722,129	$ 43,253	$ 47,534
Consumer Staples	1,990,735	1,990,735	-	-
Energy	3,016,984	3,016,984	-	-
Financials	5,331,245	5,238,394	83,520	9,331
Health Care	3,829,428	3,547,825	246,434	35,169
Industrials	2,250,034	2,132,539	117,495	-
Information Technology	5,576,914	5,221,915	-	354,999
Materials	1,180,921	1,174,145	6,776	-
Telecommunication Services	512,549	512,549	-	-
Utilities	4,784	4,784	-	-
Corporate Bonds	5,600	-	5,428	172
Money Market Funds	958,727	958,727	-	-
Total Investments in Securities:	$ 28,470,837	$ 27,520,726	$ 502,906	$ 447,205

Valuation Inputs at Reporting Date:

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

Equities - Information Technology
Beginning Balance	$ 195,173
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	60,438
Cost of Purchases	99,388
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 354,999
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 60,438
Other Investments in Securities
Beginning Balance	$ 102,667
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	5,037
Cost of Purchases	-
Proceeds of Sales	(15,498)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 92,206
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 8,987

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

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

United States of America	85.5%
Canada	3.2%
United Kingdom	2.1%
Curacao	1.8%
Ireland	1.5%
Japan	1.1%
Others (Individually Less Than 1%)	4.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $523,384) - See accompanying schedule: Unaffiliated issuers (cost $19,912,602)	$ 27,444,970
Fidelity Central Funds (cost $958,727)	958,727
Other affiliated issuers (cost $33,123)	67,140
Total Investments (cost $20,904,452)		$ 28,470,837
Foreign currency held at value (cost $6)		6
Receivable for investments sold		86,157
Receivable for fund shares sold		29,847
Dividends receivable		14,799
Interest receivable		820
Distributions receivable from Fidelity Central Funds		381
Other receivables		541
Total assets		28,603,388

Liabilities
Payable for investments purchased Regular delivery	$ 38,914
Delayed delivery	61,827
Payable for fund shares redeemed	29,359
Accrued management fee	11,732
Distribution and service plan fees payable	6,071
Other affiliated payables	4,192
Other payables and accrued expenses	604
Collateral on securities loaned, at value	543,005
Total liabilities		695,704

Net Assets		$ 27,907,684
Net Assets consist of:
Paid in capital		$ 18,431,104
Accumulated net investment loss		(322)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,910,474
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		7,566,428
Net Assets		$ 27,907,684

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	June 30, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($9,108,832 ÷ 326,557 shares)		$ 27.89

Maximum offering price per share (100/94.25 of $27.89)		$ 29.59
Class T: Net Asset Value and redemption price per share ($2,244,200 ÷ 82,039 shares)		$ 27.36

Maximum offering price per share (100/96.50 of $27.36)		$ 28.35
Class B: Net Asset Value and offering price per share ($202,195 ÷ 7,893 shares)^A		$ 25.62

Class C: Net Asset Value and offering price per share ($3,771,516 ÷ 146,115 shares)^A		$ 25.81

Institutional Class: Net Asset Value, offering price and redemption price per share ($12,399,870 ÷ 436,646 shares)		$ 28.40

Class Z: Net Asset Value, offering price and redemption price per share ($181,071 ÷ 6,367 shares)		$ 28.44

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended June 30, 2014 (Unaudited)

Investment Income
Dividends		$ 130,429
Interest		262
Income from Fidelity Central Funds		2,081
Total income		132,772

Expenses
Management fee Basic fee	$ 73,426
Performance adjustment	(1,707)
Transfer agent fees	23,996
Distribution and service plan fees	35,372
Accounting and security lending fees	1,025
Custodian fees and expenses	263
Independent trustees' compensation	53
Registration fees	438
Audit	59
Legal	23
Miscellaneous	108
Total expenses before reductions	133,056
Expense reductions	(312)	132,744
Net investment income (loss)		28
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,986,648
Foreign currency transactions	(202)
Total net realized gain (loss)		1,986,446
Change in net unrealized appreciation (depreciation) on: Investment securities	(342,521)
Assets and liabilities in foreign currencies	18
Total change in net unrealized appreciation (depreciation)		(342,503)
Net gain (loss)		1,643,943
Net increase (decrease) in net assets resulting from operations		$ 1,643,971

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 28	$ 3,847
Net realized gain (loss)	1,986,446	3,952,245
Change in net unrealized appreciation (depreciation)	(342,503)	2,582,538
Net increase (decrease) in net assets resulting from operations	1,643,971	6,538,630
Distributions to shareholders from net realized gain	(75,720)	(3,209,309)
Share transactions - net increase (decrease)	345,555	1,757,190
Total increase (decrease) in net assets	1,913,806	5,086,511

Net Assets
Beginning of period	25,993,878	20,907,367
End of period (including accumulated net investment loss of $322 and accumulated net investment loss of $350, respectively)	$ 27,907,684	$ 25,993,878

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

Semiannual Report

Financial Highlights - Class A

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 26.32	$ 22.75	$ 19.72	$ 19.96	$ 17.24	$ 13.36
Income from Investment Operations
Net investment income (loss)^E	-^K	.01	.03	(.05)	(.05)	-^K
Net realized and unrealized gain (loss)	1.65	7.21	3.09	(.15)	2.81	3.89
Total from investment operations	1.65	7.22	3.12	(.20)	2.76	3.89
Distributions from net realized gain	(.08)	(3.65)	(.09)	(.04)	(.04)	(.01)
Net asset value, end of period	$ 27.89	$ 26.32	$ 22.75	$ 19.72	$ 19.96	$ 17.24
Total Return^{B, C, D}	6.27%	32.36%	15.84%	(1.04)%	16.07%	29.12%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.98%^A	.94%	1.01%	1.08%	1.14%	1.19%
Expenses net of fee waivers, if any	.98%^A	.94%	1.01%	1.08%	1.14%	1.19%
Expenses net of all reductions	.98%^A	.94%	1.00%	1.07%	1.13%	1.18%
Net investment income (loss)	.01%^A	.02%	.13%	(.23)%	(.28)%	-%^H
Supplemental Data
Net assets, end of period (in millions)	$ 9,109	$ 8,634	$ 6,459	$ 5,809	$ 5,603	$ 4,265
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^J	58%

^A Annualized

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

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

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

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

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

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

^H Amount represents less than .01%.

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

^J The portfolio turnover rate does not include the assets acquired in the merger.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 25.84	$ 22.44	$ 19.46	$ 19.74	$ 17.08	$ 13.26
Income from Investment Operations
Net investment income (loss)^E	(.03)	(.06)	(.02)	(.10)	(.09)	(.04)
Net realized and unrealized gain (loss)	1.63	7.11	3.04	(.14)	2.78	3.86
Total from investment operations	1.60	7.05	3.02	(.24)	2.69	3.82
Distributions from net realized gain	(.08)	(3.65)	(.04)	(.04)	(.03)	-
Net asset value, end of period	$ 27.36	$ 25.84	$ 22.44	$ 19.46	$ 19.74	$ 17.08
Total Return^{B, C, D}	6.19%	32.05%	15.52%	(1.25)%	15.81%	28.81%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.23%^A	1.18%	1.25%	1.32%	1.38%	1.45%
Expenses net of fee waivers, if any	1.23%^A	1.18%	1.25%	1.32%	1.38%	1.45%
Expenses net of all reductions	1.23%^A	1.18%	1.24%	1.32%	1.38%	1.44%
Net investment income (loss)	(.23)%^A	(.22)%	(.11)%	(.48)%	(.52)%	(.25)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,244	$ 2,134	$ 1,795	$ 1,640	$ 1,756	$ 1,557
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 24.27	$ 21.37	$ 18.60	$ 18.95	$ 16.49	$ 12.88
Income from Investment Operations
Net investment income (loss)^E	(.10)	(.19)	(.14)	(.20)	(.19)	(.11)
Net realized and unrealized gain (loss)	1.53	6.74	2.91	(.15)	2.68	3.72
Total from investment operations	1.43	6.55	2.77	(.35)	2.49	3.61
Distributions from net realized gain	(.08)	(3.65)	-	-	(.03)	-
Net asset value, end of period	$ 25.62	$ 24.27	$ 21.37	$ 18.60	$ 18.95	$ 16.49
Total Return^{B, C, D}	5.89%	31.31%	14.89%	(1.85)%	15.14%	28.03%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.78%^A	1.75%	1.82%	1.89%	1.96%	2.01%
Expenses net of fee waivers, if any	1.78%^A	1.75%	1.82%	1.89%	1.96%	2.00%
Expenses net of all reductions	1.77%^A	1.75%	1.81%	1.89%	1.95%	1.99%
Net investment income (loss)	(.78)%^A	(.79)%	(.68)%	(1.05)%	(1.10)%	(.81)%
Supplemental Data
Net assets, end of period (in millions)	$ 202	$ 213	$ 239	$ 309	$ 410	$ 401
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 24.45	$ 21.49	$ 18.70	$ 19.03	$ 16.55	$ 12.92
Income from Investment Operations
Net investment income (loss)^E	(.09)	(.18)	(.13)	(.19)	(.17)	(.11)
Net realized and unrealized gain (loss)	1.53	6.79	2.92	(.14)	2.68	3.74
Total from investment operations	1.44	6.61	2.79	(.33)	2.51	3.63
Distributions from net realized gain	(.08)	(3.65)	-	-	(.03)	-
Net asset value, end of period	$ 25.81	$ 24.45	$ 21.49	$ 18.70	$ 19.03	$ 16.55
Total Return^{B, C, D}	5.88%	31.41%	14.92%	(1.73)%	15.21%	28.10%
Ratios to Average Net Assets^F,H
Expenses before reductions	1.74%^A	1.69%	1.75%	1.83%	1.88%	1.95%
Expenses net of fee waivers, if any	1.74%^A	1.69%	1.75%	1.83%	1.88%	1.95%
Expenses net of all reductions	1.73%^A	1.69%	1.75%	1.82%	1.88%	1.94%
Net investment income (loss)	(.74)%^A	(.73)%	(.62)%	(.98)%	(1.02)%	(.76)%
Supplemental Data
Net assets, end of period (in millions)	$ 3,772	$ 3,459	$ 2,515	$ 2,133	$ 2,138	$ 1,799
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 26.76	$ 23.02	$ 19.96	$ 20.14	$ 17.39	$ 13.49
Income from Investment Operations
Net investment income (loss)^D	.04	.07	.09	.01	(.01)	.03
Net realized and unrealized gain (loss)	1.68	7.32	3.12	(.15)	2.85	3.93
Total from investment operations	1.72	7.39	3.21	(.14)	2.84	3.96
Distributions from net investment income	-	-	(.02)	-	-	(.02)
Distributions from net realized gain	(.08)	(3.65)	(.13)	(.04)	(.09)	(.04)
Total distributions	(.08)	(3.65)	(.15)	(.04)	(.09)	(.06)
Net asset value, end of period	$ 28.40	$ 26.76	$ 23.02	$ 19.96	$ 20.14	$ 17.39
Total Return^{B, C}	6.42%	32.73%	16.11%	(.73)%	16.34%	29.37%
Ratios to Average Net Assets^E,G
Expenses before reductions	.73%^A	.68%	.74%	.81%	.89%	.96%
Expenses net of fee waivers, if any	.73%^A	.68%	.74%	.81%	.89%	.96%
Expenses net of all reductions	.73%^A	.68%	.74%	.81%	.89%	.95%
Net investment income (loss)	.27%^A	.28%	.39%	.03%	(.04)%	.24%
Supplemental Data
Net assets, end of period (in millions)	$ 12,400	$ 11,477	$ 9,898	$ 7,169	$ 5,898	$ 4,225
Portfolio turnover rate^F	70%^A	79%	47%	58%	47%^H	58%

^A Annualized

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

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

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

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

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

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

^H The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class Z

	Six months ended June 30, 2014	Year ended December 31,
	(Unaudited)	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 26.78	$ 27.42
Income from Investment Operations
Net investment income (loss)^D	.05	.01
Net realized and unrealized gain (loss)	1.69	3.00
Total from investment operations	1.74	3.01
Distributions from net realized gain	(.08)	(3.65)
Net asset value, end of period	$ 28.44	$ 26.78
Total Return^{B, C}	6.49%	11.50%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.60%^A	.55%^A
Expenses net of fee waivers, if any	.60%^A	.55%^A
Expenses net of all reductions	.60%^A	.55%^A
Net investment income (loss)	.40%^A	.14%^A
Supplemental Data
Net assets, end of period (in millions)	$ 181	$ 77
Portfolio turnover rate^F	70%^A	79%

^A Annualized

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

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

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

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

^G For the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Advisor® New Insights Fund (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Institutional Class and Class Z shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

Asset Type	Fair Value at 06/30/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 281,380	Adjusted book value	Book value multiple	1.0	Increase
		Expected distribution	Recovery rate	0.0%	Increase
		Last transaction price	Discount rate	0.5%	Decrease
			Transaction price	$4.00 - $19.10 / $8.30	Increase
		Market comparable	EV/EBITDA multiple	8.0 - 13.9 / 12.9	Increase
			Price to earnings multiple	25.0	Increase
		Partnership NAV	Discount rate	10.0%	Decrease
Convertible Preferred Stocks	$ 165,653	Expected distribution	Recovery rate	5.2%	Increase
		Last transaction price	Transaction price	$1.77 - $34.90 / $18.80	Increase
		Market comparable	EV/EBITDA multiple	8.0	Increase
			EV/Sales multiple	10.7	Increase
		Replacement cost	Liquidity preference	$4.62	Increase
Corporate Bonds	$ 172	Last transaction price	Transaction price	$100.00	Increase

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation	$ 7,806,252
Gross unrealized depreciation	(264,821)
Net unrealized appreciation (depreciation) on securities and other investments	$ 7,541,431

Tax cost	$ 20,929,406

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

Capital loss carryforwards were as follows:

Fiscal year of expiration
2015	$ (3,959)

The Fund acquired $3,959 of capital loss carryforward as part of a merger in a prior period. The losses acquired that will be available to offset future capital gains of the Fund will be limited to approximately $1,979 per year.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,359,520 and $9,124,996, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the Institutional Class of the Fund as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .54% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 10,973	$ 446
Class T	.25%	.25%	5,423	51
Class B	.75%	.25%	1,026	772
Class C	.75%	.25%	17,950	2,650
			$ 35,372	$ 3,919

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

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

	Retained by FDC
Class A	$ 832
Class T	118
Class B*	53
Class C*	98
	$ 1,101

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 8,005	.18
Class T	1,931	.18
Class B	230	.22
Class C	3,279	.18
Institutional Class	10,519	.18
Class Z	32	.05
	$ 23,996

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $118 for the period.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $2.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $24 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $404. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,708, including $16 from securities loaned to FCM.

8. Expense Reductions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013^A
From net realized gain
Class A	$ 24,872	$ 1,060,799
Class T	6,274	265,920
Class B	649	28,256
Class C	10,876	450,260
Institutional Class	32,688	1,402,183
Class Z	361	1,891
Total	$ 75,720	$ 3,209,309

^A Distributions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013^A	Six months ended June 30, 2014	Year ended December 31, 2013^A
Class A
Shares sold	30,953	65,693	$ 828,334	$ 1,709,859
Reinvestment of distributions	851	38,006	22,828	963,449
Shares redeemed	(33,343)	(59,581)	(892,572)	(1,554,286)
Net increase (decrease)	(1,539)	44,118	$ (41,410)	$ 1,119,022
Class T
Shares sold	6,058	11,842	$ 159,035	$ 302,804
Reinvestment of distributions	217	9,694	5,724	241,279
Shares redeemed	(6,835)	(18,916)	(179,213)	(492,682)
Net increase (decrease)	(560)	2,620	$ (14,454)	$ 51,401
Class B
Shares sold	106	357	$ 2,617	$ 8,651
Reinvestment of distributions	23	1,033	559	24,155
Shares redeemed	(992)	(3,840)	(24,359)	(90,160)
Net increase (decrease)	(863)	(2,450)	$ (21,183)	$ (57,354)
Class C
Shares sold	12,719	26,314	$ 315,386	$ 642,662
Reinvestment of distributions	353	15,356	8,801	361,789
Shares redeemed	(8,427)	(17,222)	(209,134)	(423,433)
Net increase (decrease)	4,645	24,448	$ 115,053	$ 581,018

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013^A	Six months ended June 30, 2014	Year ended December 31, 2013^A
Institutional Class
Shares sold	54,572	113,996	$ 1,486,200	$ 2,983,413
Reinvestment of distributions	1,003	44,982	27,380	1,159,198
Shares redeemed	(47,896)	(160,011)	(1,299,295)	(4,155,899)
Net increase (decrease)	7,679	(1,033)	$ 214,285	$ (13,288)
Class Z
Shares sold	3,874	2,843	$ 103,625	$ 75,653
Reinvestment of distributions	13	73	361	1,891
Shares redeemed	(394)	(42)	(10,722)	(1,153)
Net increase (decrease)	3,493	2,874	$ 93,264	$ 76,391

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

11. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ANIFI-USAN-0814
1.803544.110

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

New Insights

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

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Class A	.98%
Actual		$ 1,000.00	$ 1,062.70	$ 5.01
Hypothetical^A		$ 1,000.00	$ 1,019.93	$ 4.91
Class T	1.23%
Actual		$ 1,000.00	$ 1,061.90	$ 6.29
Hypothetical^A		$ 1,000.00	$ 1,018.70	$ 6.16
Class B	1.78%
Actual		$ 1,000.00	$ 1,058.90	$ 9.09
Hypothetical^A		$ 1,000.00	$ 1,015.97	$ 8.90
Class C	1.74%
Actual		$ 1,000.00	$ 1,058.80	$ 8.88
Hypothetical^A		$ 1,000.00	$ 1,016.17	$ 8.70
Institutional Class	.73%
Actual		$ 1,000.00	$ 1,064.20	$ 3.74
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 3.66
Class Z	.60%
Actual		$ 1,000.00	$ 1,064.90	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	2.8	2.0
Wells Fargo & Co.	2.5	2.5
Noble Energy, Inc.	2.2	2.1
Schlumberger Ltd.	1.8	1.1
Verizon Communications, Inc.	1.8	0.0
Google, Inc. Class C	1.7	0.0
Google, Inc. Class A	1.7	4.8
Facebook, Inc. Class A	1.7	2.3
Berkshire Hathaway, Inc. Class A	1.6	1.6
Bank of America Corp.	1.5	1.5
	19.3
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	20.0	23.1
Financials	19.1	20.2
Health Care	13.7	14.0
Consumer Discretionary	13.7	18.0
Energy	10.8	5.7

Asset Allocation (% of fund's net assets)
As of June 30, 2014 *			As of December 31, 2013 **
	Stocks 98.0%			Stocks 98.1%
	Bonds^† 0.0%			Bonds^† 0.0%
	Convertible Securities 0.6%			Convertible Securities 0.5%
	Short-Term Investments and Net Other Assets (Liabilities) 1.4%			Short-Term Investments and Net Other Assets (Liabilities) 1.4%
* Foreign investments		14.5%	** Foreign investments		10.3%

nif2040111

^† Amount represents less than 0.1%

Semiannual Report

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.6%
Automobiles - 1.2%
Harley-Davidson, Inc.	988,500		$ 69,047
Tesla Motors, Inc. (a)(d)	1,078,124		258,814
			327,861
Hotels, Restaurants & Leisure - 3.2%
ARAMARK Holdings Corp.	2,496,200		64,602
Buffalo Wild Wings, Inc. (a)	70,600		11,699
Chipotle Mexican Grill, Inc. (a)	222,324		131,729
Domino's Pizza, Inc.	1,629,218		119,080
Dunkin' Brands Group, Inc.	1,523,600		69,796
Marriott International, Inc. Class A	630,536		40,417
Starbucks Corp.	4,662,606		360,792
The Cheesecake Factory, Inc.	60,000		2,785
Whitbread PLC	1,314,202		99,164
Zoe's Kitchen, Inc. (d)	15,000		516
			900,580
Household Durables - 0.2%
D.R. Horton, Inc.	2,621,724		64,442
GoPro, Inc. Class A	62,400		2,530
			66,972
Internet & Catalog Retail - 1.7%
Amazon.com, Inc. (a)	157,446		51,135
Liberty Interactive Corp. Series A (a)	2,397,734		70,397
priceline.com, Inc. (a)	127,567		153,463
Rakuten, Inc.	3,345,400		43,253
TripAdvisor, Inc. (a)	1,007,369		109,461
zulily, Inc. Class A (d)	1,392,100		57,006
			484,715
Media - 3.9%
Altice S.A.	288,200		20,079
Charter Communications, Inc. Class A (a)	482,625		76,438
Comcast Corp. Class A	5,892,100		316,288
DIRECTV (a)	1,655,200		140,709
Legend Pictures LLC (a)(h)(i)	11,303		20,379
Liberty Global PLC Class A (a)	1,622,305		71,738
Liberty Media Corp. Class A (a)	592,665		81,005
The Walt Disney Co.	2,008,500		172,209
Viacom, Inc. Class B (non-vtg.)	2,050,800		177,866
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	2,267		262
			1,076,973
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - 0.1%
Macy's, Inc.	223,700		$ 12,979
Specialty Retail - 1.3%
AutoZone, Inc. (a)	49,850		26,732
Cabela's, Inc. Class A (a)(d)	1,029,700		64,253
O'Reilly Automotive, Inc. (a)	159,000		23,945
Tiffany & Co., Inc.	55,500		5,564
TJX Companies, Inc.	2,113,467		112,331
Tractor Supply Co.	966,024		58,348
World Duty Free SpA (a)	4,904,461		59,770
			350,943
Textiles, Apparel & Luxury Goods - 2.0%
Brunello Cucinelli SpA	270,072		6,139
China Hongxing Sports Ltd. (a)	6,000,000		277
Hermes International SCA	273,200		100,818
NIKE, Inc. Class B	3,172,589		246,034
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	3,563,770		212,009
			565,277
TOTAL CONSUMER DISCRETIONARY			3,786,300
CONSUMER STAPLES - 7.1%
Beverages - 1.2%
Anheuser-Busch InBev SA NV ADR (d)	906,061		104,143
Boston Beer Co., Inc. Class A (a)	375,903		84,022
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,659,800		146,278
			334,443
Food & Staples Retailing - 2.4%
Costco Wholesale Corp.	1,087,725		125,262
CVS Caremark Corp.	3,781,477		285,010
Walgreen Co.	3,531,574		261,796
			672,068
Food Products - 1.5%
Associated British Foods PLC	2,479,743		129,394
Keurig Green Mountain, Inc.	91,800		11,439
Mead Johnson Nutrition Co. Class A	1,078,100		100,447
Mondelez International, Inc.	4,441,843		167,058
			408,338
Household Products - 0.8%
Colgate-Palmolive Co.	3,375,349		230,131
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 1.2%
Estee Lauder Companies, Inc. Class A	3,580,644		$ 265,899
L'Oreal SA	463,401		79,856
			345,755
TOTAL CONSUMER STAPLES			1,990,735
ENERGY - 10.8%
Energy Equipment & Services - 2.2%
Oceaneering International, Inc.	1,468,899		114,765
Schlumberger Ltd.	4,317,027		509,193
			623,958
Oil, Gas & Consumable Fuels - 8.6%
Anadarko Petroleum Corp.	2,591,388		283,679
Antero Resources Corp.	2,161,656		141,869
BG Group PLC	2,563,400		54,179
Birchcliff Energy Ltd. (a)(f)	585,400		7,735
Cabot Oil & Gas Corp.	3,561,280		121,582
Chevron Corp.	1,050,500		137,143
Concho Resources, Inc. (a)	267,580		38,666
Continental Resources, Inc. (a)	447,922		70,790
Encana Corp.	1,452,500		34,412
EOG Resources, Inc.	3,321,660		388,169
EQT Corp.	439,400		46,972
Kinder Morgan Holding Co. LLC	637,800		23,127
Memorial Resource Development Corp.	1,226,100		29,868
Noble Energy, Inc.	7,814,200		605,288
Phillips 66 Partners LP	279,090		21,088
PrairieSky Royalty Ltd.	108,600		3,949
Range Resources Corp.	144,000		12,521
Rooster Energy Ltd. (a)(e)	9,425,000		4,681
Suncor Energy, Inc.	3,200,000		136,451
The Williams Companies, Inc.	2,790,330		162,425
Tourmaline Oil Corp. (a)	1,053,600		55,551
Tourmaline Oil Corp. (a)(f)	244,300		12,881
			2,393,026
TOTAL ENERGY			3,016,984
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 19.1%
Banks - 7.9%
Bank of America Corp.	27,354,427		$ 420,438
Bank of Ireland (a)	248,940,628		83,520
HDFC Bank Ltd. sponsored ADR	752,300		35,223
JPMorgan Chase & Co.	7,264,800		418,598
M&T Bank Corp.	22,300		2,766
Metro Bank PLC Class A (a)(i)	419,395		9,331
PNC Financial Services Group, Inc.	2,525,889		224,930
Standard Chartered PLC (United Kingdom)	4,146,753		84,735
U.S. Bancorp	5,297,514		229,488
Wells Fargo & Co.	13,253,156		696,586
			2,205,615
Capital Markets - 2.6%
Ameriprise Financial, Inc.	1,036,339		124,361
BlackRock, Inc. Class A	481,646		153,934
Charles Schwab Corp.	5,061,264		136,300
KKR & Co. LP	1,570,300		38,205
Morgan Stanley, Inc.	6,838,377		221,085
Oaktree Capital Group LLC Class A	1,105,876		55,283
			729,168
Consumer Finance - 1.2%
American Express Co.	3,223,347		305,799
Discover Financial Services	493,500		30,587
			336,386
Diversified Financial Services - 1.7%
Berkshire Hathaway, Inc. Class A (a)	2,278		432,593
McGraw Hill Financial, Inc.	376,100		31,228
			463,821
Insurance - 4.8%
ACE Ltd.	1,189,595		123,361
AIA Group Ltd.	31,238,200		156,989
American International Group, Inc.	7,075,000		386,154
Fairfax Financial Holdings Ltd. (sub. vtg.)	229,100		108,688
Genworth Financial, Inc. Class A (a)	4,549,600		79,163
Marsh & McLennan Companies, Inc.	1,472,641		76,312
MetLife, Inc.	4,279,400		237,763
The Chubb Corp.	1,401,276		129,156
The Travelers Companies, Inc.	489,463		46,044
			1,343,630
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
American Tower Corp.	1,457,575		$ 131,153
Equity Residential (SBI)	224,000		14,112
			145,265
Real Estate Management & Development - 0.4%
Realogy Holdings Corp. (a)	2,847,000		107,360
TOTAL FINANCIALS			5,331,245
HEALTH CARE - 13.6%
Biotechnology - 4.0%
Agios Pharmaceuticals, Inc. (d)	1,210,662		55,473
Amgen, Inc.	1,077,444		127,537
Biogen Idec, Inc. (a)	946,186		298,342
BioMarin Pharmaceutical, Inc. (a)	670,845		41,733
CSL Ltd.	2,829,801		177,579
Gilead Sciences, Inc. (a)	4,939,220		409,511
Karyopharm Therapeutics, Inc.	128,200		5,968
Light Sciences Oncology, Inc. (a)	2,708,254		0*
RXi Pharmaceuticals Corp. warrants 2/4/15 (a)	228,571		99
			1,116,242
Health Care Equipment & Supplies - 1.6%
Align Technology, Inc. (a)	2,038,058		114,213
Boston Scientific Corp. (a)	7,042,615		89,934
Covidien PLC	298,300		26,901
DexCom, Inc. (a)	442,351		17,544
Edwards Lifesciences Corp. (a)	573,400		49,221
High Power Exploration (a)	58,562		39
Medtronic, Inc.	306,300		19,530
The Cooper Companies, Inc.	617,351		83,670
Zimmer Holdings, Inc.	554,669		57,608
			458,660
Health Care Providers & Services - 2.2%
Aetna, Inc.	283,948		23,023
Cigna Corp.	138,800		12,765
Henry Schein, Inc. (a)	977,562		116,007
UnitedHealth Group, Inc.	4,968,200		406,150
WellPoint, Inc.	444,600		47,843
			605,788
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Technology - 0.6%
Castlight Health, Inc.	1,325,100		$ 18,127
Castlight Health, Inc. Class B (d)	156,000		2,371
Cerner Corp. (a)	2,794,897		144,161
			164,659
Life Sciences Tools & Services - 2.5%
Eurofins Scientific SA	494,484		152,076
Illumina, Inc. (a)	651,744		116,362
Mettler-Toledo International, Inc. (a)	533,523		135,077
PAREXEL International Corp. (a)	1,093,350		57,773
Thermo Fisher Scientific, Inc.	1,328,635		156,779
Waters Corp. (a)	722,455		75,453
			693,520
Pharmaceuticals - 2.7%
Astellas Pharma, Inc.	8,807,700		115,826
Bristol-Myers Squibb Co.	1,527,900		74,118
Forest Laboratories, Inc. (a)	27,700		2,742
Johnson & Johnson	3,344,500		349,902
Novo Nordisk A/S Series B	1,725,050		79,616
Perrigo Co. PLC	501,485		73,096
Shire PLC	417,700		32,766
Teva Pharmaceutical Industries Ltd. sponsored ADR	522,000		27,363
			755,429
TOTAL HEALTH CARE			3,794,298
INDUSTRIALS - 8.1%
Aerospace & Defense - 0.4%
Precision Castparts Corp.	262,200		66,179
United Technologies Corp.	382,400		44,148
			110,327
Air Freight & Logistics - 0.3%
FedEx Corp.	18,800		2,846
United Parcel Service, Inc. Class B	679,100		69,716
			72,562
Airlines - 0.9%
American Airlines Group, Inc.	2,377,900		102,155
Ryanair Holdings PLC sponsored ADR (a)	1,592,295		88,850
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Southwest Airlines Co.	992,000		$ 26,645
United Continental Holdings, Inc. (a)	425,200		17,463
			235,113
Building Products - 0.5%
Fortune Brands Home & Security, Inc.	1,740,808		69,510
Toto Ltd.	5,191,000		70,006
			139,516
Electrical Equipment - 1.3%
Eaton Corp. PLC	1,792,942		138,379
OSRAM Licht AG (a)	827,908		41,758
Rockwell Automation, Inc.	1,542,100		193,009
			373,146
Industrial Conglomerates - 0.7%
Danaher Corp.	2,556,168		201,247
Machinery - 0.3%
Cummins, Inc.	160,000		24,686
Fanuc Corp.	275,000		47,489
PACCAR, Inc.	163,016		10,242
			82,417
Professional Services - 0.4%
Verisk Analytics, Inc. (a)	1,883,256		113,033
Road & Rail - 2.8%
Canadian Pacific Railway Ltd. (d)	1,958,132		354,741
J.B. Hunt Transport Services, Inc.	690,830		50,969
Kansas City Southern	1,248,500		134,226
Union Pacific Corp.	2,412,532		240,650
			780,586
Trading Companies & Distributors - 0.5%
Air Lease Corp.:
Class A (f)	320,800		12,376
Class A	2,433,111		93,869
Noble Group Ltd.	5,777,000		6,347
W.W. Grainger, Inc.	116,000		29,495
			142,087
TOTAL INDUSTRIALS			2,250,034
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 19.6%
Communications Equipment - 1.2%
F5 Networks, Inc. (a)	243,800		$ 27,169
QUALCOMM, Inc.	3,785,000		299,772
			326,941
Electronic Equipment & Components - 1.5%
Amphenol Corp. Class A	3,047,753		293,621
Trimble Navigation Ltd. (a)	3,769,800		139,294
			432,915
Internet Software & Services - 6.5%
Akamai Technologies, Inc. (a)	2,573,000		157,107
Cornerstone OnDemand, Inc. (a)	1,131,200		52,058
Dropbox, Inc. (a)(i)	1,289,836		24,637
Facebook, Inc. Class A (a)	7,003,259		471,249
Google, Inc.:
Class A (a)	813,946		475,890
Class C (a)	838,746		482,514
Naver Corp.	27,325		22,546
Shutterstock, Inc. (a)(d)	582,650		48,348
SPS Commerce, Inc. (a)(e)	881,200		55,683
Yahoo!, Inc. (a)	836,824		29,398
			1,819,430
IT Services - 4.2%
Alliance Data Systems Corp. (a)	252,133		70,912
ASAC II LP (i)	9,408,021		144,422
Computer Sciences Corp.	1,117,563		70,630
Fidelity National Information Services, Inc.	1,687,730		92,386
Fiserv, Inc. (a)	1,425,232		85,970
Gartner, Inc. Class A (a)	937,300		66,098
MasterCard, Inc. Class A	2,100,835		154,348
Quindell PLC (d)	10,937,232		43,051
Total System Services, Inc.	2,278,200		71,558
Visa, Inc. Class A	1,729,324		364,386
			1,163,761
Semiconductors & Semiconductor Equipment - 0.7%
Avago Technologies Ltd.	655,500		47,242
Freescale Semiconductor, Inc. (a)	2,089,430		49,102
GT Advanced Technologies, Inc. (a)(d)	1,451,700		27,002
Integrated Device Technology, Inc. (a)	763,400		11,802
Micron Technology, Inc. (a)	89,100		2,936
NXP Semiconductors NV (a)	379,000		25,082
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
SunEdison, Inc. (a)	1,445,400		$ 32,666
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	388,700		8,314
			204,146
Software - 5.2%
Activision Blizzard, Inc.	1,455,453		32,457
Adobe Systems, Inc. (a)	973,400		70,435
Concur Technologies, Inc. (a)(d)	465,072		43,410
Microsoft Corp.	18,992,213		791,981
Mu Sigma, Inc. (a)(i)	619,826		20,206
NetSuite, Inc. (a)	959,489		83,360
Oracle Corp.	517,200		20,962
salesforce.com, Inc. (a)	3,317,188		192,662
ServiceNow, Inc. (a)	1,142,743		70,804
The Rubicon Project, Inc.	102,148		1,312
Trion World Network, Inc.:
warrants 8/10/17 (a)(i)	18,952		0 *
warrants 10/3/18 (a)(i)	27,736		0 *
Ultimate Software Group, Inc. (a)	512,887		70,866
Workday, Inc. Class A (a)	498,931		44,834
			1,443,289
Technology Hardware, Storage & Peripherals - 0.3%
First Data Holdings, Inc. Class B (g)(i)	15,456,860		61,827
SanDisk Corp.	198,200		20,698
			82,525
TOTAL INFORMATION TECHNOLOGY			5,473,007
MATERIALS - 4.2%
Chemicals - 3.0%
Airgas, Inc.	788,300		85,854
CF Industries Holdings, Inc.	116,200		27,950
Eastman Chemical Co.	1,109,450		96,910
Ecolab, Inc.	1,278,932		142,396
Filtrona PLC	2,391,886		31,254
Monsanto Co.	1,477,567		184,312
PPG Industries, Inc.	873,659		183,599
Sherwin-Williams Co.	445,736		92,227
Westlake Chemical Corp.	33,300		2,789
			847,291
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Construction Materials - 0.0%
Eagle Materials, Inc.	14,203		$ 1,339
Containers & Packaging - 0.3%
Rock-Tenn Co. Class A	696,720		73,567
Metals & Mining - 0.6%
B2Gold Corp. (a)	19,404,232		56,555
Franco-Nevada Corp.	894,961		51,372
GoviEx Uranium, Inc. (e)(f)	23,200		50
GoviEx Uranium, Inc.:
Class A (e)	851,865		1,648
Class B (e)	2,625,135		5,078
Tahoe Resources, Inc. (a)	2,435,000		63,759
			178,462
Paper & Forest Products - 0.3%
International Paper Co.	1,590,283		80,262
TOTAL MATERIALS			1,180,921
TELECOMMUNICATION SERVICES - 1.9%
Diversified Telecommunication Services - 1.8%
Verizon Communications, Inc.	10,313,000		504,615
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	236,000		7,934
TOTAL TELECOMMUNICATION SERVICES			512,549
UTILITIES - 0.0%
Multi-Utilities - 0.0%
YTL Corp. Bhd	9,481,926		4,784
TOTAL COMMON STOCKS (Cost $19,789,761)		27,340,857
Convertible Preferred Stocks - 0.6%

CONSUMER DISCRETIONARY - 0.1%
Household Durables - 0.1%
Blu Homes, Inc. Series A, 5.00% (i)	5,575,412		25,758
Convertible Preferred Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - 0.0%
Glam Media, Inc. Series M-1, 8.00% (a)(i)	165,366		$ 858
TOTAL CONSUMER DISCRETIONARY			26,616
HEALTH CARE - 0.1%
Biotechnology - 0.0%
Intarcia Therapeutics, Inc. (a)(i)	516,522		16,730
Life Sciences Tools & Services - 0.1%
Living Proof, Inc. 8.00% (a)(i)	10,369,703		18,400
TOTAL HEALTH CARE			35,130
INFORMATION TECHNOLOGY - 0.4%
Internet Software & Services - 0.3%
Dropbox, Inc.:
Series A (a)(i)	299,518		5,721
Series C (i)	161,770		3,090
Pinterest, Inc. (a)(i)	1,761,729		29,923
Pinterest, Inc. Series E, 8.00% (i)	2,640,631		44,852
			83,586
Software - 0.1%
Cloudera, Inc. Series F (i)	312,284		5,134
Mobileye NV Series F (i)	398,824		13,919
Trion World Network, Inc.:
8.00% (a)(i)	50,840		92
Series C, 8.00% (a)(i)	602,295		1,090
Series C-1, 8.00% (a)(i)	47,380		86
			20,321
TOTAL INFORMATION TECHNOLOGY			103,907
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $151,099)		165,653

Corporate Bonds - 0.0%
		Principal Amount (j) (000s)		Value (000s)
Convertible Bonds - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Trion World Network, Inc. 15% 10/10/15 pay-in-kind (i)		$ 172		$ 172
Nonconvertible Bonds - 0.0%
FINANCIALS - 0.0%
Banks - 0.0%
Bank of Ireland 10% 7/30/16	EUR	3,571		5,428
TOTAL CORPORATE BONDS (Cost $4,865)			5,600

Money Market Funds - 3.4%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	415,722,045		415,722
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	543,004,584		543,005
TOTAL MONEY MARKET FUNDS (Cost $958,727)		958,727
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $20,904,452)		28,470,837
NET OTHER ASSETS (LIABILITIES) - (2.0)%		(563,153)
NET ASSETS - 100%		$ 27,907,684

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

(e) Affiliated company

(g) Security or a portion of the security purchased on a delayed delivery or when-issued basis. Interest rate to be determined at settlement date.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
ASAC II LP	10/10/13	$ 94,080
Blu Homes, Inc. Series A, 5.00%	6/10/13	$ 25,758
Cloudera, Inc. Series F	2/5/14	$ 4,547
Dropbox, Inc.	5/2/12	$ 11,672
Dropbox, Inc. Series A	5/29/12	$ 2,710
Dropbox, Inc. Series C	1/30/14	$ 3,090
First Data Holdings, Inc. Class B	6/26/14	$ 61,827
Glam Media, Inc. Series M-1, 8.00%	3/19/08	$ 3,024
Intarcia Therapeutics, Inc.	11/14/12	$ 7,040
Legend Pictures LLC	9/23/10 - 12/18/12	$ 12,915
Living Proof, Inc. 8.00%	2/13/13	$ 18,400
Metro Bank PLC Class A	5/21/12 - 12/6/13	$ 7,617
Mobileye NV Series F	8/15/13	$ 13,919
Mu Sigma, Inc.	12/21/12	$ 15,000
Pinterest, Inc.	5/15/14	$ 29,923
Security	Acquisition Date	Acquisition Cost (000s)
Pinterest, Inc. Series E, 8.00%	10/23/13	$ 38,370
Trion World Network, Inc. warrants 8/10/17	8/10/10	$ 0 *
Trion World Network, Inc. warrants 10/3/18	10/10/13	$ 0 *
Trion World Network, Inc. 8.00%	3/20/13	$ 267
Trion World Network, Inc. Series C, 8.00%	8/22/08	$ 3,307
Trion World Network, Inc. Series C-1, 8.00%	8/10/10	$ 260
Trion World Network, Inc. 15% 10/10/15 pay-in-kind	10/10/13	$ 172
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 2,267

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

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 373
Fidelity Securities Lending Cash Central Fund	1,708
Total	$ 2,081

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
GoviEx Uranium, Inc. 144A	$ -	$ 50	$ -	$ -	$ 50
GoviEx Uranium, Inc. Class A	-	-	-	-	1,648
GoviEx Uranium, Inc. Class B	-	-	-	-	5,078
Rooster Energy Ltd.	4,880	-	-	-	4,681
SPS Commerce, Inc.	57,542	-	-	-	55,683
Total	$ 62,422	$ 50	$ -	$ -	$ 67,140

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,812,916	$ 3,722,129	$ 43,253	$ 47,534
Consumer Staples	1,990,735	1,990,735	-	-
Energy	3,016,984	3,016,984	-	-
Financials	5,331,245	5,238,394	83,520	9,331
Health Care	3,829,428	3,547,825	246,434	35,169
Industrials	2,250,034	2,132,539	117,495	-
Information Technology	5,576,914	5,221,915	-	354,999
Materials	1,180,921	1,174,145	6,776	-
Telecommunication Services	512,549	512,549	-	-
Utilities	4,784	4,784	-	-
Corporate Bonds	5,600	-	5,428	172
Money Market Funds	958,727	958,727	-	-
Total Investments in Securities:	$ 28,470,837	$ 27,520,726	$ 502,906	$ 447,205

Valuation Inputs at Reporting Date:

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

Equities - Information Technology
Beginning Balance	$ 195,173
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	60,438
Cost of Purchases	99,388
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 354,999
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 60,438
Other Investments in Securities
Beginning Balance	$ 102,667
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	5,037
Cost of Purchases	-
Proceeds of Sales	(15,498)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 92,206
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 8,987

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

United States of America	85.5%
Canada	3.2%
United Kingdom	2.1%
Curacao	1.8%
Ireland	1.5%
Japan	1.1%
Others (Individually Less Than 1%)	4.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $523,384) - See accompanying schedule: Unaffiliated issuers (cost $19,912,602)	$ 27,444,970
Fidelity Central Funds (cost $958,727)	958,727
Other affiliated issuers (cost $33,123)	67,140
Total Investments (cost $20,904,452)		$ 28,470,837
Foreign currency held at value (cost $6)		6
Receivable for investments sold		86,157
Receivable for fund shares sold		29,847
Dividends receivable		14,799
Interest receivable		820
Distributions receivable from Fidelity Central Funds		381
Other receivables		541
Total assets		28,603,388

Liabilities
Payable for investments purchased Regular delivery	$ 38,914
Delayed delivery	61,827
Payable for fund shares redeemed	29,359
Accrued management fee	11,732
Distribution and service plan fees payable	6,071
Other affiliated payables	4,192
Other payables and accrued expenses	604
Collateral on securities loaned, at value	543,005
Total liabilities		695,704

Net Assets		$ 27,907,684
Net Assets consist of:
Paid in capital		$ 18,431,104
Accumulated net investment loss		(322)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,910,474
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		7,566,428
Net Assets		$ 27,907,684

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	June 30, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($9,108,832 ÷ 326,557 shares)		$ 27.89

Maximum offering price per share (100/94.25 of $27.89)		$ 29.59
Class T: Net Asset Value and redemption price per share ($2,244,200 ÷ 82,039 shares)		$ 27.36

Maximum offering price per share (100/96.50 of $27.36)		$ 28.35
Class B: Net Asset Value and offering price per share ($202,195 ÷ 7,893 shares)^A		$ 25.62

Class C: Net Asset Value and offering price per share ($3,771,516 ÷ 146,115 shares)^A		$ 25.81

Institutional Class: Net Asset Value, offering price and redemption price per share ($12,399,870 ÷ 436,646 shares)		$ 28.40

Class Z: Net Asset Value, offering price and redemption price per share ($181,071 ÷ 6,367 shares)		$ 28.44

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended June 30, 2014 (Unaudited)

Investment Income
Dividends		$ 130,429
Interest		262
Income from Fidelity Central Funds		2,081
Total income		132,772

Expenses
Management fee Basic fee	$ 73,426
Performance adjustment	(1,707)
Transfer agent fees	23,996
Distribution and service plan fees	35,372
Accounting and security lending fees	1,025
Custodian fees and expenses	263
Independent trustees' compensation	53
Registration fees	438
Audit	59
Legal	23
Miscellaneous	108
Total expenses before reductions	133,056
Expense reductions	(312)	132,744
Net investment income (loss)		28
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,986,648
Foreign currency transactions	(202)
Total net realized gain (loss)		1,986,446
Change in net unrealized appreciation (depreciation) on: Investment securities	(342,521)
Assets and liabilities in foreign currencies	18
Total change in net unrealized appreciation (depreciation)		(342,503)
Net gain (loss)		1,643,943
Net increase (decrease) in net assets resulting from operations		$ 1,643,971

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 28	$ 3,847
Net realized gain (loss)	1,986,446	3,952,245
Change in net unrealized appreciation (depreciation)	(342,503)	2,582,538
Net increase (decrease) in net assets resulting from operations	1,643,971	6,538,630
Distributions to shareholders from net realized gain	(75,720)	(3,209,309)
Share transactions - net increase (decrease)	345,555	1,757,190
Total increase (decrease) in net assets	1,913,806	5,086,511

Net Assets
Beginning of period	25,993,878	20,907,367
End of period (including accumulated net investment loss of $322 and accumulated net investment loss of $350, respectively)	$ 27,907,684	$ 25,993,878

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

Semiannual Report

Financial Highlights - Class A

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 26.32	$ 22.75	$ 19.72	$ 19.96	$ 17.24	$ 13.36
Income from Investment Operations
Net investment income (loss)^E	-^K	.01	.03	(.05)	(.05)	-^K
Net realized and unrealized gain (loss)	1.65	7.21	3.09	(.15)	2.81	3.89
Total from investment operations	1.65	7.22	3.12	(.20)	2.76	3.89
Distributions from net realized gain	(.08)	(3.65)	(.09)	(.04)	(.04)	(.01)
Net asset value, end of period	$ 27.89	$ 26.32	$ 22.75	$ 19.72	$ 19.96	$ 17.24
Total Return^{B, C, D}	6.27%	32.36%	15.84%	(1.04)%	16.07%	29.12%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.98%^A	.94%	1.01%	1.08%	1.14%	1.19%
Expenses net of fee waivers, if any	.98%^A	.94%	1.01%	1.08%	1.14%	1.19%
Expenses net of all reductions	.98%^A	.94%	1.00%	1.07%	1.13%	1.18%
Net investment income (loss)	.01%^A	.02%	.13%	(.23)%	(.28)%	-%^H
Supplemental Data
Net assets, end of period (in millions)	$ 9,109	$ 8,634	$ 6,459	$ 5,809	$ 5,603	$ 4,265
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^J	58%

^A Annualized

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

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

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

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

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

^H Amount represents less than .01%.

^J The portfolio turnover rate does not include the assets acquired in the merger.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 25.84	$ 22.44	$ 19.46	$ 19.74	$ 17.08	$ 13.26
Income from Investment Operations
Net investment income (loss)^E	(.03)	(.06)	(.02)	(.10)	(.09)	(.04)
Net realized and unrealized gain (loss)	1.63	7.11	3.04	(.14)	2.78	3.86
Total from investment operations	1.60	7.05	3.02	(.24)	2.69	3.82
Distributions from net realized gain	(.08)	(3.65)	(.04)	(.04)	(.03)	-
Net asset value, end of period	$ 27.36	$ 25.84	$ 22.44	$ 19.46	$ 19.74	$ 17.08
Total Return^{B, C, D}	6.19%	32.05%	15.52%	(1.25)%	15.81%	28.81%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.23%^A	1.18%	1.25%	1.32%	1.38%	1.45%
Expenses net of fee waivers, if any	1.23%^A	1.18%	1.25%	1.32%	1.38%	1.45%
Expenses net of all reductions	1.23%^A	1.18%	1.24%	1.32%	1.38%	1.44%
Net investment income (loss)	(.23)%^A	(.22)%	(.11)%	(.48)%	(.52)%	(.25)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,244	$ 2,134	$ 1,795	$ 1,640	$ 1,756	$ 1,557
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 24.27	$ 21.37	$ 18.60	$ 18.95	$ 16.49	$ 12.88
Income from Investment Operations
Net investment income (loss)^E	(.10)	(.19)	(.14)	(.20)	(.19)	(.11)
Net realized and unrealized gain (loss)	1.53	6.74	2.91	(.15)	2.68	3.72
Total from investment operations	1.43	6.55	2.77	(.35)	2.49	3.61
Distributions from net realized gain	(.08)	(3.65)	-	-	(.03)	-
Net asset value, end of period	$ 25.62	$ 24.27	$ 21.37	$ 18.60	$ 18.95	$ 16.49
Total Return^{B, C, D}	5.89%	31.31%	14.89%	(1.85)%	15.14%	28.03%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.78%^A	1.75%	1.82%	1.89%	1.96%	2.01%
Expenses net of fee waivers, if any	1.78%^A	1.75%	1.82%	1.89%	1.96%	2.00%
Expenses net of all reductions	1.77%^A	1.75%	1.81%	1.89%	1.95%	1.99%
Net investment income (loss)	(.78)%^A	(.79)%	(.68)%	(1.05)%	(1.10)%	(.81)%
Supplemental Data
Net assets, end of period (in millions)	$ 202	$ 213	$ 239	$ 309	$ 410	$ 401
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 24.45	$ 21.49	$ 18.70	$ 19.03	$ 16.55	$ 12.92
Income from Investment Operations
Net investment income (loss)^E	(.09)	(.18)	(.13)	(.19)	(.17)	(.11)
Net realized and unrealized gain (loss)	1.53	6.79	2.92	(.14)	2.68	3.74
Total from investment operations	1.44	6.61	2.79	(.33)	2.51	3.63
Distributions from net realized gain	(.08)	(3.65)	-	-	(.03)	-
Net asset value, end of period	$ 25.81	$ 24.45	$ 21.49	$ 18.70	$ 19.03	$ 16.55
Total Return^{B, C, D}	5.88%	31.41%	14.92%	(1.73)%	15.21%	28.10%
Ratios to Average Net Assets^F,H
Expenses before reductions	1.74%^A	1.69%	1.75%	1.83%	1.88%	1.95%
Expenses net of fee waivers, if any	1.74%^A	1.69%	1.75%	1.83%	1.88%	1.95%
Expenses net of all reductions	1.73%^A	1.69%	1.75%	1.82%	1.88%	1.94%
Net investment income (loss)	(.74)%^A	(.73)%	(.62)%	(.98)%	(1.02)%	(.76)%
Supplemental Data
Net assets, end of period (in millions)	$ 3,772	$ 3,459	$ 2,515	$ 2,133	$ 2,138	$ 1,799
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 26.76	$ 23.02	$ 19.96	$ 20.14	$ 17.39	$ 13.49
Income from Investment Operations
Net investment income (loss)^D	.04	.07	.09	.01	(.01)	.03
Net realized and unrealized gain (loss)	1.68	7.32	3.12	(.15)	2.85	3.93
Total from investment operations	1.72	7.39	3.21	(.14)	2.84	3.96
Distributions from net investment income	-	-	(.02)	-	-	(.02)
Distributions from net realized gain	(.08)	(3.65)	(.13)	(.04)	(.09)	(.04)
Total distributions	(.08)	(3.65)	(.15)	(.04)	(.09)	(.06)
Net asset value, end of period	$ 28.40	$ 26.76	$ 23.02	$ 19.96	$ 20.14	$ 17.39
Total Return^{B, C}	6.42%	32.73%	16.11%	(.73)%	16.34%	29.37%
Ratios to Average Net Assets^E,G
Expenses before reductions	.73%^A	.68%	.74%	.81%	.89%	.96%
Expenses net of fee waivers, if any	.73%^A	.68%	.74%	.81%	.89%	.96%
Expenses net of all reductions	.73%^A	.68%	.74%	.81%	.89%	.95%
Net investment income (loss)	.27%^A	.28%	.39%	.03%	(.04)%	.24%
Supplemental Data
Net assets, end of period (in millions)	$ 12,400	$ 11,477	$ 9,898	$ 7,169	$ 5,898	$ 4,225
Portfolio turnover rate^F	70%^A	79%	47%	58%	47%^H	58%

^A Annualized

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

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

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

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

^H The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class Z

	Six months ended June 30, 2014	Year ended December 31,
	(Unaudited)	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 26.78	$ 27.42
Income from Investment Operations
Net investment income (loss)^D	.05	.01
Net realized and unrealized gain (loss)	1.69	3.00
Total from investment operations	1.74	3.01
Distributions from net realized gain	(.08)	(3.65)
Net asset value, end of period	$ 28.44	$ 26.78
Total Return^{B, C}	6.49%	11.50%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.60%^A	.55%^A
Expenses net of fee waivers, if any	.60%^A	.55%^A
Expenses net of all reductions	.60%^A	.55%^A
Net investment income (loss)	.40%^A	.14%^A
Supplemental Data
Net assets, end of period (in millions)	$ 181	$ 77
Portfolio turnover rate^F	70%^A	79%

^A Annualized

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

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

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

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

^G For the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Asset Type	Fair Value at 06/30/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 281,380	Adjusted book value	Book value multiple	1.0	Increase
		Expected distribution	Recovery rate	0.0%	Increase
		Last transaction price	Discount rate	0.5%	Decrease
			Transaction price	$4.00 - $19.10 / $8.30	Increase
		Market comparable	EV/EBITDA multiple	8.0 - 13.9 / 12.9	Increase
			Price to earnings multiple	25.0	Increase
		Partnership NAV	Discount rate	10.0%	Decrease
Convertible Preferred Stocks	$ 165,653	Expected distribution	Recovery rate	5.2%	Increase
		Last transaction price	Transaction price	$1.77 - $34.90 / $18.80	Increase
		Market comparable	EV/EBITDA multiple	8.0	Increase
			EV/Sales multiple	10.7	Increase
		Replacement cost	Liquidity preference	$4.62	Increase
Corporate Bonds	$ 172	Last transaction price	Transaction price	$100.00	Increase

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 7,806,252
Gross unrealized depreciation	(264,821)
Net unrealized appreciation (depreciation) on securities and other investments	$ 7,541,431

Tax cost	$ 20,929,406

Capital loss carryforwards were as follows:

Fiscal year of expiration
2015	$ (3,959)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,359,520 and $9,124,996, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 10,973	$ 446
Class T	.25%	.25%	5,423	51
Class B	.75%	.25%	1,026	772
Class C	.75%	.25%	17,950	2,650
			$ 35,372	$ 3,919

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

	Retained by FDC
Class A	$ 832
Class T	118
Class B*	53
Class C*	98
	$ 1,101

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 8,005	.18
Class T	1,931	.18
Class B	230	.22
Class C	3,279	.18
Institutional Class	10,519	.18
Class Z	32	.05
	$ 23,996

* Annualized

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $2.

6. Committed Line of Credit.

Semiannual Report

7. Security Lending.

8. Expense Reductions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013^A
From net realized gain
Class A	$ 24,872	$ 1,060,799
Class T	6,274	265,920
Class B	649	28,256
Class C	10,876	450,260
Institutional Class	32,688	1,402,183
Class Z	361	1,891
Total	$ 75,720	$ 3,209,309

^A Distributions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013^A	Six months ended June 30, 2014	Year ended December 31, 2013^A
Class A
Shares sold	30,953	65,693	$ 828,334	$ 1,709,859
Reinvestment of distributions	851	38,006	22,828	963,449
Shares redeemed	(33,343)	(59,581)	(892,572)	(1,554,286)
Net increase (decrease)	(1,539)	44,118	$ (41,410)	$ 1,119,022
Class T
Shares sold	6,058	11,842	$ 159,035	$ 302,804
Reinvestment of distributions	217	9,694	5,724	241,279
Shares redeemed	(6,835)	(18,916)	(179,213)	(492,682)
Net increase (decrease)	(560)	2,620	$ (14,454)	$ 51,401
Class B
Shares sold	106	357	$ 2,617	$ 8,651
Reinvestment of distributions	23	1,033	559	24,155
Shares redeemed	(992)	(3,840)	(24,359)	(90,160)
Net increase (decrease)	(863)	(2,450)	$ (21,183)	$ (57,354)
Class C
Shares sold	12,719	26,314	$ 315,386	$ 642,662
Reinvestment of distributions	353	15,356	8,801	361,789
Shares redeemed	(8,427)	(17,222)	(209,134)	(423,433)
Net increase (decrease)	4,645	24,448	$ 115,053	$ 581,018

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013^A	Six months ended June 30, 2014	Year ended December 31, 2013^A
Institutional Class
Shares sold	54,572	113,996	$ 1,486,200	$ 2,983,413
Reinvestment of distributions	1,003	44,982	27,380	1,159,198
Shares redeemed	(47,896)	(160,011)	(1,299,295)	(4,155,899)
Net increase (decrease)	7,679	(1,033)	$ 214,285	$ (13,288)
Class Z
Shares sold	3,874	2,843	$ 103,625	$ 75,653
Reinvestment of distributions	13	73	361	1,891
Shares redeemed	(394)	(42)	(10,722)	(1,153)
Net increase (decrease)	3,493	2,874	$ 93,264	$ 76,391

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ANIF-USAN-0814
1.803541.110

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor ®

New Insights

Fund - Class Z

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Class A	.98%
Actual		$ 1,000.00	$ 1,062.70	$ 5.01
Hypothetical^A		$ 1,000.00	$ 1,019.93	$ 4.91
Class T	1.23%
Actual		$ 1,000.00	$ 1,061.90	$ 6.29
Hypothetical^A		$ 1,000.00	$ 1,018.70	$ 6.16
Class B	1.78%
Actual		$ 1,000.00	$ 1,058.90	$ 9.09
Hypothetical^A		$ 1,000.00	$ 1,015.97	$ 8.90
Class C	1.74%
Actual		$ 1,000.00	$ 1,058.80	$ 8.88
Hypothetical^A		$ 1,000.00	$ 1,016.17	$ 8.70
Institutional Class	.73%
Actual		$ 1,000.00	$ 1,064.20	$ 3.74
Hypothetical^A		$ 1,000.00	$ 1,021.17	$ 3.66
Class Z	.60%
Actual		$ 1,000.00	$ 1,064.90	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,021.82	$ 3.01

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	2.8	2.0
Wells Fargo & Co.	2.5	2.5
Noble Energy, Inc.	2.2	2.1
Schlumberger Ltd.	1.8	1.1
Verizon Communications, Inc.	1.8	0.0
Google, Inc. Class C	1.7	0.0
Google, Inc. Class A	1.7	4.8
Facebook, Inc. Class A	1.7	2.3
Berkshire Hathaway, Inc. Class A	1.6	1.6
Bank of America Corp.	1.5	1.5
	19.3
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	20.0	23.1
Financials	19.1	20.2
Health Care	13.7	14.0
Consumer Discretionary	13.7	18.0
Energy	10.8	5.7

Asset Allocation (% of fund's net assets)
As of June 30, 2014 *			As of December 31, 2013 **
	Stocks 98.0%			Stocks 98.1%
	Bonds^† 0.0%			Bonds^† 0.0%
	Convertible Securities 0.6%			Convertible Securities 0.5%
	Short-Term Investments and Net Other Assets (Liabilities) 1.4%			Short-Term Investments and Net Other Assets (Liabilities) 1.4%
* Foreign investments		14.5%	** Foreign investments		10.3%

ifz2193426

^† Amount represents less than 0.1%

Semiannual Report

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.6%
Automobiles - 1.2%
Harley-Davidson, Inc.	988,500		$ 69,047
Tesla Motors, Inc. (a)(d)	1,078,124		258,814
			327,861
Hotels, Restaurants & Leisure - 3.2%
ARAMARK Holdings Corp.	2,496,200		64,602
Buffalo Wild Wings, Inc. (a)	70,600		11,699
Chipotle Mexican Grill, Inc. (a)	222,324		131,729
Domino's Pizza, Inc.	1,629,218		119,080
Dunkin' Brands Group, Inc.	1,523,600		69,796
Marriott International, Inc. Class A	630,536		40,417
Starbucks Corp.	4,662,606		360,792
The Cheesecake Factory, Inc.	60,000		2,785
Whitbread PLC	1,314,202		99,164
Zoe's Kitchen, Inc. (d)	15,000		516
			900,580
Household Durables - 0.2%
D.R. Horton, Inc.	2,621,724		64,442
GoPro, Inc. Class A	62,400		2,530
			66,972
Internet & Catalog Retail - 1.7%
Amazon.com, Inc. (a)	157,446		51,135
Liberty Interactive Corp. Series A (a)	2,397,734		70,397
priceline.com, Inc. (a)	127,567		153,463
Rakuten, Inc.	3,345,400		43,253
TripAdvisor, Inc. (a)	1,007,369		109,461
zulily, Inc. Class A (d)	1,392,100		57,006
			484,715
Media - 3.9%
Altice S.A.	288,200		20,079
Charter Communications, Inc. Class A (a)	482,625		76,438
Comcast Corp. Class A	5,892,100		316,288
DIRECTV (a)	1,655,200		140,709
Legend Pictures LLC (a)(h)(i)	11,303		20,379
Liberty Global PLC Class A (a)	1,622,305		71,738
Liberty Media Corp. Class A (a)	592,665		81,005
The Walt Disney Co.	2,008,500		172,209
Viacom, Inc. Class B (non-vtg.)	2,050,800		177,866
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	2,267		262
			1,076,973
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - 0.1%
Macy's, Inc.	223,700		$ 12,979
Specialty Retail - 1.3%
AutoZone, Inc. (a)	49,850		26,732
Cabela's, Inc. Class A (a)(d)	1,029,700		64,253
O'Reilly Automotive, Inc. (a)	159,000		23,945
Tiffany & Co., Inc.	55,500		5,564
TJX Companies, Inc.	2,113,467		112,331
Tractor Supply Co.	966,024		58,348
World Duty Free SpA (a)	4,904,461		59,770
			350,943
Textiles, Apparel & Luxury Goods - 2.0%
Brunello Cucinelli SpA	270,072		6,139
China Hongxing Sports Ltd. (a)	6,000,000		277
Hermes International SCA	273,200		100,818
NIKE, Inc. Class B	3,172,589		246,034
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	3,563,770		212,009
			565,277
TOTAL CONSUMER DISCRETIONARY			3,786,300
CONSUMER STAPLES - 7.1%
Beverages - 1.2%
Anheuser-Busch InBev SA NV ADR (d)	906,061		104,143
Boston Beer Co., Inc. Class A (a)	375,903		84,022
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,659,800		146,278
			334,443
Food & Staples Retailing - 2.4%
Costco Wholesale Corp.	1,087,725		125,262
CVS Caremark Corp.	3,781,477		285,010
Walgreen Co.	3,531,574		261,796
			672,068
Food Products - 1.5%
Associated British Foods PLC	2,479,743		129,394
Keurig Green Mountain, Inc.	91,800		11,439
Mead Johnson Nutrition Co. Class A	1,078,100		100,447
Mondelez International, Inc.	4,441,843		167,058
			408,338
Household Products - 0.8%
Colgate-Palmolive Co.	3,375,349		230,131
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 1.2%
Estee Lauder Companies, Inc. Class A	3,580,644		$ 265,899
L'Oreal SA	463,401		79,856
			345,755
TOTAL CONSUMER STAPLES			1,990,735
ENERGY - 10.8%
Energy Equipment & Services - 2.2%
Oceaneering International, Inc.	1,468,899		114,765
Schlumberger Ltd.	4,317,027		509,193
			623,958
Oil, Gas & Consumable Fuels - 8.6%
Anadarko Petroleum Corp.	2,591,388		283,679
Antero Resources Corp.	2,161,656		141,869
BG Group PLC	2,563,400		54,179
Birchcliff Energy Ltd. (a)(f)	585,400		7,735
Cabot Oil & Gas Corp.	3,561,280		121,582
Chevron Corp.	1,050,500		137,143
Concho Resources, Inc. (a)	267,580		38,666
Continental Resources, Inc. (a)	447,922		70,790
Encana Corp.	1,452,500		34,412
EOG Resources, Inc.	3,321,660		388,169
EQT Corp.	439,400		46,972
Kinder Morgan Holding Co. LLC	637,800		23,127
Memorial Resource Development Corp.	1,226,100		29,868
Noble Energy, Inc.	7,814,200		605,288
Phillips 66 Partners LP	279,090		21,088
PrairieSky Royalty Ltd.	108,600		3,949
Range Resources Corp.	144,000		12,521
Rooster Energy Ltd. (a)(e)	9,425,000		4,681
Suncor Energy, Inc.	3,200,000		136,451
The Williams Companies, Inc.	2,790,330		162,425
Tourmaline Oil Corp. (a)	1,053,600		55,551
Tourmaline Oil Corp. (a)(f)	244,300		12,881
			2,393,026
TOTAL ENERGY			3,016,984
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 19.1%
Banks - 7.9%
Bank of America Corp.	27,354,427		$ 420,438
Bank of Ireland (a)	248,940,628		83,520
HDFC Bank Ltd. sponsored ADR	752,300		35,223
JPMorgan Chase & Co.	7,264,800		418,598
M&T Bank Corp.	22,300		2,766
Metro Bank PLC Class A (a)(i)	419,395		9,331
PNC Financial Services Group, Inc.	2,525,889		224,930
Standard Chartered PLC (United Kingdom)	4,146,753		84,735
U.S. Bancorp	5,297,514		229,488
Wells Fargo & Co.	13,253,156		696,586
			2,205,615
Capital Markets - 2.6%
Ameriprise Financial, Inc.	1,036,339		124,361
BlackRock, Inc. Class A	481,646		153,934
Charles Schwab Corp.	5,061,264		136,300
KKR & Co. LP	1,570,300		38,205
Morgan Stanley, Inc.	6,838,377		221,085
Oaktree Capital Group LLC Class A	1,105,876		55,283
			729,168
Consumer Finance - 1.2%
American Express Co.	3,223,347		305,799
Discover Financial Services	493,500		30,587
			336,386
Diversified Financial Services - 1.7%
Berkshire Hathaway, Inc. Class A (a)	2,278		432,593
McGraw Hill Financial, Inc.	376,100		31,228
			463,821
Insurance - 4.8%
ACE Ltd.	1,189,595		123,361
AIA Group Ltd.	31,238,200		156,989
American International Group, Inc.	7,075,000		386,154
Fairfax Financial Holdings Ltd. (sub. vtg.)	229,100		108,688
Genworth Financial, Inc. Class A (a)	4,549,600		79,163
Marsh & McLennan Companies, Inc.	1,472,641		76,312
MetLife, Inc.	4,279,400		237,763
The Chubb Corp.	1,401,276		129,156
The Travelers Companies, Inc.	489,463		46,044
			1,343,630
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
American Tower Corp.	1,457,575		$ 131,153
Equity Residential (SBI)	224,000		14,112
			145,265
Real Estate Management & Development - 0.4%
Realogy Holdings Corp. (a)	2,847,000		107,360
TOTAL FINANCIALS			5,331,245
HEALTH CARE - 13.6%
Biotechnology - 4.0%
Agios Pharmaceuticals, Inc. (d)	1,210,662		55,473
Amgen, Inc.	1,077,444		127,537
Biogen Idec, Inc. (a)	946,186		298,342
BioMarin Pharmaceutical, Inc. (a)	670,845		41,733
CSL Ltd.	2,829,801		177,579
Gilead Sciences, Inc. (a)	4,939,220		409,511
Karyopharm Therapeutics, Inc.	128,200		5,968
Light Sciences Oncology, Inc. (a)	2,708,254		0*
RXi Pharmaceuticals Corp. warrants 2/4/15 (a)	228,571		99
			1,116,242
Health Care Equipment & Supplies - 1.6%
Align Technology, Inc. (a)	2,038,058		114,213
Boston Scientific Corp. (a)	7,042,615		89,934
Covidien PLC	298,300		26,901
DexCom, Inc. (a)	442,351		17,544
Edwards Lifesciences Corp. (a)	573,400		49,221
High Power Exploration (a)	58,562		39
Medtronic, Inc.	306,300		19,530
The Cooper Companies, Inc.	617,351		83,670
Zimmer Holdings, Inc.	554,669		57,608
			458,660
Health Care Providers & Services - 2.2%
Aetna, Inc.	283,948		23,023
Cigna Corp.	138,800		12,765
Henry Schein, Inc. (a)	977,562		116,007
UnitedHealth Group, Inc.	4,968,200		406,150
WellPoint, Inc.	444,600		47,843
			605,788
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Technology - 0.6%
Castlight Health, Inc.	1,325,100		$ 18,127
Castlight Health, Inc. Class B (d)	156,000		2,371
Cerner Corp. (a)	2,794,897		144,161
			164,659
Life Sciences Tools & Services - 2.5%
Eurofins Scientific SA	494,484		152,076
Illumina, Inc. (a)	651,744		116,362
Mettler-Toledo International, Inc. (a)	533,523		135,077
PAREXEL International Corp. (a)	1,093,350		57,773
Thermo Fisher Scientific, Inc.	1,328,635		156,779
Waters Corp. (a)	722,455		75,453
			693,520
Pharmaceuticals - 2.7%
Astellas Pharma, Inc.	8,807,700		115,826
Bristol-Myers Squibb Co.	1,527,900		74,118
Forest Laboratories, Inc. (a)	27,700		2,742
Johnson & Johnson	3,344,500		349,902
Novo Nordisk A/S Series B	1,725,050		79,616
Perrigo Co. PLC	501,485		73,096
Shire PLC	417,700		32,766
Teva Pharmaceutical Industries Ltd. sponsored ADR	522,000		27,363
			755,429
TOTAL HEALTH CARE			3,794,298
INDUSTRIALS - 8.1%
Aerospace & Defense - 0.4%
Precision Castparts Corp.	262,200		66,179
United Technologies Corp.	382,400		44,148
			110,327
Air Freight & Logistics - 0.3%
FedEx Corp.	18,800		2,846
United Parcel Service, Inc. Class B	679,100		69,716
			72,562
Airlines - 0.9%
American Airlines Group, Inc.	2,377,900		102,155
Ryanair Holdings PLC sponsored ADR (a)	1,592,295		88,850
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Southwest Airlines Co.	992,000		$ 26,645
United Continental Holdings, Inc. (a)	425,200		17,463
			235,113
Building Products - 0.5%
Fortune Brands Home & Security, Inc.	1,740,808		69,510
Toto Ltd.	5,191,000		70,006
			139,516
Electrical Equipment - 1.3%
Eaton Corp. PLC	1,792,942		138,379
OSRAM Licht AG (a)	827,908		41,758
Rockwell Automation, Inc.	1,542,100		193,009
			373,146
Industrial Conglomerates - 0.7%
Danaher Corp.	2,556,168		201,247
Machinery - 0.3%
Cummins, Inc.	160,000		24,686
Fanuc Corp.	275,000		47,489
PACCAR, Inc.	163,016		10,242
			82,417
Professional Services - 0.4%
Verisk Analytics, Inc. (a)	1,883,256		113,033
Road & Rail - 2.8%
Canadian Pacific Railway Ltd. (d)	1,958,132		354,741
J.B. Hunt Transport Services, Inc.	690,830		50,969
Kansas City Southern	1,248,500		134,226
Union Pacific Corp.	2,412,532		240,650
			780,586
Trading Companies & Distributors - 0.5%
Air Lease Corp.:
Class A (f)	320,800		12,376
Class A	2,433,111		93,869
Noble Group Ltd.	5,777,000		6,347
W.W. Grainger, Inc.	116,000		29,495
			142,087
TOTAL INDUSTRIALS			2,250,034
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 19.6%
Communications Equipment - 1.2%
F5 Networks, Inc. (a)	243,800		$ 27,169
QUALCOMM, Inc.	3,785,000		299,772
			326,941
Electronic Equipment & Components - 1.5%
Amphenol Corp. Class A	3,047,753		293,621
Trimble Navigation Ltd. (a)	3,769,800		139,294
			432,915
Internet Software & Services - 6.5%
Akamai Technologies, Inc. (a)	2,573,000		157,107
Cornerstone OnDemand, Inc. (a)	1,131,200		52,058
Dropbox, Inc. (a)(i)	1,289,836		24,637
Facebook, Inc. Class A (a)	7,003,259		471,249
Google, Inc.:
Class A (a)	813,946		475,890
Class C (a)	838,746		482,514
Naver Corp.	27,325		22,546
Shutterstock, Inc. (a)(d)	582,650		48,348
SPS Commerce, Inc. (a)(e)	881,200		55,683
Yahoo!, Inc. (a)	836,824		29,398
			1,819,430
IT Services - 4.2%
Alliance Data Systems Corp. (a)	252,133		70,912
ASAC II LP (i)	9,408,021		144,422
Computer Sciences Corp.	1,117,563		70,630
Fidelity National Information Services, Inc.	1,687,730		92,386
Fiserv, Inc. (a)	1,425,232		85,970
Gartner, Inc. Class A (a)	937,300		66,098
MasterCard, Inc. Class A	2,100,835		154,348
Quindell PLC (d)	10,937,232		43,051
Total System Services, Inc.	2,278,200		71,558
Visa, Inc. Class A	1,729,324		364,386
			1,163,761
Semiconductors & Semiconductor Equipment - 0.7%
Avago Technologies Ltd.	655,500		47,242
Freescale Semiconductor, Inc. (a)	2,089,430		49,102
GT Advanced Technologies, Inc. (a)(d)	1,451,700		27,002
Integrated Device Technology, Inc. (a)	763,400		11,802
Micron Technology, Inc. (a)	89,100		2,936
NXP Semiconductors NV (a)	379,000		25,082
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
SunEdison, Inc. (a)	1,445,400		$ 32,666
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	388,700		8,314
			204,146
Software - 5.2%
Activision Blizzard, Inc.	1,455,453		32,457
Adobe Systems, Inc. (a)	973,400		70,435
Concur Technologies, Inc. (a)(d)	465,072		43,410
Microsoft Corp.	18,992,213		791,981
Mu Sigma, Inc. (a)(i)	619,826		20,206
NetSuite, Inc. (a)	959,489		83,360
Oracle Corp.	517,200		20,962
salesforce.com, Inc. (a)	3,317,188		192,662
ServiceNow, Inc. (a)	1,142,743		70,804
The Rubicon Project, Inc.	102,148		1,312
Trion World Network, Inc.:
warrants 8/10/17 (a)(i)	18,952		0 *
warrants 10/3/18 (a)(i)	27,736		0 *
Ultimate Software Group, Inc. (a)	512,887		70,866
Workday, Inc. Class A (a)	498,931		44,834
			1,443,289
Technology Hardware, Storage & Peripherals - 0.3%
First Data Holdings, Inc. Class B (g)(i)	15,456,860		61,827
SanDisk Corp.	198,200		20,698
			82,525
TOTAL INFORMATION TECHNOLOGY			5,473,007
MATERIALS - 4.2%
Chemicals - 3.0%
Airgas, Inc.	788,300		85,854
CF Industries Holdings, Inc.	116,200		27,950
Eastman Chemical Co.	1,109,450		96,910
Ecolab, Inc.	1,278,932		142,396
Filtrona PLC	2,391,886		31,254
Monsanto Co.	1,477,567		184,312
PPG Industries, Inc.	873,659		183,599
Sherwin-Williams Co.	445,736		92,227
Westlake Chemical Corp.	33,300		2,789
			847,291
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Construction Materials - 0.0%
Eagle Materials, Inc.	14,203		$ 1,339
Containers & Packaging - 0.3%
Rock-Tenn Co. Class A	696,720		73,567
Metals & Mining - 0.6%
B2Gold Corp. (a)	19,404,232		56,555
Franco-Nevada Corp.	894,961		51,372
GoviEx Uranium, Inc. (e)(f)	23,200		50
GoviEx Uranium, Inc.:
Class A (e)	851,865		1,648
Class B (e)	2,625,135		5,078
Tahoe Resources, Inc. (a)	2,435,000		63,759
			178,462
Paper & Forest Products - 0.3%
International Paper Co.	1,590,283		80,262
TOTAL MATERIALS			1,180,921
TELECOMMUNICATION SERVICES - 1.9%
Diversified Telecommunication Services - 1.8%
Verizon Communications, Inc.	10,313,000		504,615
Wireless Telecommunication Services - 0.1%
T-Mobile U.S., Inc. (a)	236,000		7,934
TOTAL TELECOMMUNICATION SERVICES			512,549
UTILITIES - 0.0%
Multi-Utilities - 0.0%
YTL Corp. Bhd	9,481,926		4,784
TOTAL COMMON STOCKS (Cost $19,789,761)		27,340,857
Convertible Preferred Stocks - 0.6%

CONSUMER DISCRETIONARY - 0.1%
Household Durables - 0.1%
Blu Homes, Inc. Series A, 5.00% (i)	5,575,412		25,758
Convertible Preferred Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - 0.0%
Glam Media, Inc. Series M-1, 8.00% (a)(i)	165,366		$ 858
TOTAL CONSUMER DISCRETIONARY			26,616
HEALTH CARE - 0.1%
Biotechnology - 0.0%
Intarcia Therapeutics, Inc. (a)(i)	516,522		16,730
Life Sciences Tools & Services - 0.1%
Living Proof, Inc. 8.00% (a)(i)	10,369,703		18,400
TOTAL HEALTH CARE			35,130
INFORMATION TECHNOLOGY - 0.4%
Internet Software & Services - 0.3%
Dropbox, Inc.:
Series A (a)(i)	299,518		5,721
Series C (i)	161,770		3,090
Pinterest, Inc. (a)(i)	1,761,729		29,923
Pinterest, Inc. Series E, 8.00% (i)	2,640,631		44,852
			83,586
Software - 0.1%
Cloudera, Inc. Series F (i)	312,284		5,134
Mobileye NV Series F (i)	398,824		13,919
Trion World Network, Inc.:
8.00% (a)(i)	50,840		92
Series C, 8.00% (a)(i)	602,295		1,090
Series C-1, 8.00% (a)(i)	47,380		86
			20,321
TOTAL INFORMATION TECHNOLOGY			103,907
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $151,099)		165,653

Corporate Bonds - 0.0%
		Principal Amount (j) (000s)		Value (000s)
Convertible Bonds - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Trion World Network, Inc. 15% 10/10/15 pay-in-kind (i)		$ 172		$ 172
Nonconvertible Bonds - 0.0%
FINANCIALS - 0.0%
Banks - 0.0%
Bank of Ireland 10% 7/30/16	EUR	3,571		5,428
TOTAL CORPORATE BONDS (Cost $4,865)			5,600

Money Market Funds - 3.4%
	Shares
Fidelity Cash Central Fund, 0.11% (b)	415,722,045		415,722
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	543,004,584		543,005
TOTAL MONEY MARKET FUNDS (Cost $958,727)		958,727
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $20,904,452)		28,470,837
NET OTHER ASSETS (LIABILITIES) - (2.0)%		(563,153)
NET ASSETS - 100%		$ 27,907,684

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

(e) Affiliated company

(g) Security or a portion of the security purchased on a delayed delivery or when-issued basis. Interest rate to be determined at settlement date.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
ASAC II LP	10/10/13	$ 94,080
Blu Homes, Inc. Series A, 5.00%	6/10/13	$ 25,758
Cloudera, Inc. Series F	2/5/14	$ 4,547
Dropbox, Inc.	5/2/12	$ 11,672
Dropbox, Inc. Series A	5/29/12	$ 2,710
Dropbox, Inc. Series C	1/30/14	$ 3,090
First Data Holdings, Inc. Class B	6/26/14	$ 61,827
Glam Media, Inc. Series M-1, 8.00%	3/19/08	$ 3,024
Intarcia Therapeutics, Inc.	11/14/12	$ 7,040
Legend Pictures LLC	9/23/10 - 12/18/12	$ 12,915
Living Proof, Inc. 8.00%	2/13/13	$ 18,400
Metro Bank PLC Class A	5/21/12 - 12/6/13	$ 7,617
Mobileye NV Series F	8/15/13	$ 13,919
Mu Sigma, Inc.	12/21/12	$ 15,000
Pinterest, Inc.	5/15/14	$ 29,923
Security	Acquisition Date	Acquisition Cost (000s)
Pinterest, Inc. Series E, 8.00%	10/23/13	$ 38,370
Trion World Network, Inc. warrants 8/10/17	8/10/10	$ 0 *
Trion World Network, Inc. warrants 10/3/18	10/10/13	$ 0 *
Trion World Network, Inc. 8.00%	3/20/13	$ 267
Trion World Network, Inc. Series C, 8.00%	8/22/08	$ 3,307
Trion World Network, Inc. Series C-1, 8.00%	8/10/10	$ 260
Trion World Network, Inc. 15% 10/10/15 pay-in-kind	10/10/13	$ 172
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 2,267

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

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 373
Fidelity Securities Lending Cash Central Fund	1,708
Total	$ 2,081

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
GoviEx Uranium, Inc. 144A	$ -	$ 50	$ -	$ -	$ 50
GoviEx Uranium, Inc. Class A	-	-	-	-	1,648
GoviEx Uranium, Inc. Class B	-	-	-	-	5,078
Rooster Energy Ltd.	4,880	-	-	-	4,681
SPS Commerce, Inc.	57,542	-	-	-	55,683
Total	$ 62,422	$ 50	$ -	$ -	$ 67,140

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,812,916	$ 3,722,129	$ 43,253	$ 47,534
Consumer Staples	1,990,735	1,990,735	-	-
Energy	3,016,984	3,016,984	-	-
Financials	5,331,245	5,238,394	83,520	9,331
Health Care	3,829,428	3,547,825	246,434	35,169
Industrials	2,250,034	2,132,539	117,495	-
Information Technology	5,576,914	5,221,915	-	354,999
Materials	1,180,921	1,174,145	6,776	-
Telecommunication Services	512,549	512,549	-	-
Utilities	4,784	4,784	-	-
Corporate Bonds	5,600	-	5,428	172
Money Market Funds	958,727	958,727	-	-
Total Investments in Securities:	$ 28,470,837	$ 27,520,726	$ 502,906	$ 447,205

Valuation Inputs at Reporting Date:

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

Equities - Information Technology
Beginning Balance	$ 195,173
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	60,438
Cost of Purchases	99,388
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 354,999
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 60,438
Other Investments in Securities
Beginning Balance	$ 102,667
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	5,037
Cost of Purchases	-
Proceeds of Sales	(15,498)
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 92,206
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 8,987

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

United States of America	85.5%
Canada	3.2%
United Kingdom	2.1%
Curacao	1.8%
Ireland	1.5%
Japan	1.1%
Others (Individually Less Than 1%)	4.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $523,384) - See accompanying schedule: Unaffiliated issuers (cost $19,912,602)	$ 27,444,970
Fidelity Central Funds (cost $958,727)	958,727
Other affiliated issuers (cost $33,123)	67,140
Total Investments (cost $20,904,452)		$ 28,470,837
Foreign currency held at value (cost $6)		6
Receivable for investments sold		86,157
Receivable for fund shares sold		29,847
Dividends receivable		14,799
Interest receivable		820
Distributions receivable from Fidelity Central Funds		381
Other receivables		541
Total assets		28,603,388

Liabilities
Payable for investments purchased Regular delivery	$ 38,914
Delayed delivery	61,827
Payable for fund shares redeemed	29,359
Accrued management fee	11,732
Distribution and service plan fees payable	6,071
Other affiliated payables	4,192
Other payables and accrued expenses	604
Collateral on securities loaned, at value	543,005
Total liabilities		695,704

Net Assets		$ 27,907,684
Net Assets consist of:
Paid in capital		$ 18,431,104
Accumulated net investment loss		(322)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,910,474
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		7,566,428
Net Assets		$ 27,907,684

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	June 30, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($9,108,832 ÷ 326,557 shares)		$ 27.89

Maximum offering price per share (100/94.25 of $27.89)		$ 29.59
Class T: Net Asset Value and redemption price per share ($2,244,200 ÷ 82,039 shares)		$ 27.36

Maximum offering price per share (100/96.50 of $27.36)		$ 28.35
Class B: Net Asset Value and offering price per share ($202,195 ÷ 7,893 shares)^A		$ 25.62

Class C: Net Asset Value and offering price per share ($3,771,516 ÷ 146,115 shares)^A		$ 25.81

Institutional Class: Net Asset Value, offering price and redemption price per share ($12,399,870 ÷ 436,646 shares)		$ 28.40

Class Z: Net Asset Value, offering price and redemption price per share ($181,071 ÷ 6,367 shares)		$ 28.44

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

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended June 30, 2014 (Unaudited)

Investment Income
Dividends		$ 130,429
Interest		262
Income from Fidelity Central Funds		2,081
Total income		132,772

Expenses
Management fee Basic fee	$ 73,426
Performance adjustment	(1,707)
Transfer agent fees	23,996
Distribution and service plan fees	35,372
Accounting and security lending fees	1,025
Custodian fees and expenses	263
Independent trustees' compensation	53
Registration fees	438
Audit	59
Legal	23
Miscellaneous	108
Total expenses before reductions	133,056
Expense reductions	(312)	132,744
Net investment income (loss)		28
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,986,648
Foreign currency transactions	(202)
Total net realized gain (loss)		1,986,446
Change in net unrealized appreciation (depreciation) on: Investment securities	(342,521)
Assets and liabilities in foreign currencies	18
Total change in net unrealized appreciation (depreciation)		(342,503)
Net gain (loss)		1,643,943
Net increase (decrease) in net assets resulting from operations		$ 1,643,971

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 28	$ 3,847
Net realized gain (loss)	1,986,446	3,952,245
Change in net unrealized appreciation (depreciation)	(342,503)	2,582,538
Net increase (decrease) in net assets resulting from operations	1,643,971	6,538,630
Distributions to shareholders from net realized gain	(75,720)	(3,209,309)
Share transactions - net increase (decrease)	345,555	1,757,190
Total increase (decrease) in net assets	1,913,806	5,086,511

Net Assets
Beginning of period	25,993,878	20,907,367
End of period (including accumulated net investment loss of $322 and accumulated net investment loss of $350, respectively)	$ 27,907,684	$ 25,993,878

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

Semiannual Report

Financial Highlights - Class A

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 26.32	$ 22.75	$ 19.72	$ 19.96	$ 17.24	$ 13.36
Income from Investment Operations
Net investment income (loss)^E	-^K	.01	.03	(.05)	(.05)	-^K
Net realized and unrealized gain (loss)	1.65	7.21	3.09	(.15)	2.81	3.89
Total from investment operations	1.65	7.22	3.12	(.20)	2.76	3.89
Distributions from net realized gain	(.08)	(3.65)	(.09)	(.04)	(.04)	(.01)
Net asset value, end of period	$ 27.89	$ 26.32	$ 22.75	$ 19.72	$ 19.96	$ 17.24
Total Return^{B, C, D}	6.27%	32.36%	15.84%	(1.04)%	16.07%	29.12%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.98%^A	.94%	1.01%	1.08%	1.14%	1.19%
Expenses net of fee waivers, if any	.98%^A	.94%	1.01%	1.08%	1.14%	1.19%
Expenses net of all reductions	.98%^A	.94%	1.00%	1.07%	1.13%	1.18%
Net investment income (loss)	.01%^A	.02%	.13%	(.23)%	(.28)%	-%^H
Supplemental Data
Net assets, end of period (in millions)	$ 9,109	$ 8,634	$ 6,459	$ 5,809	$ 5,603	$ 4,265
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^J	58%

^A Annualized

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

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

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

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

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

^H Amount represents less than .01%.

^J The portfolio turnover rate does not include the assets acquired in the merger.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 25.84	$ 22.44	$ 19.46	$ 19.74	$ 17.08	$ 13.26
Income from Investment Operations
Net investment income (loss)^E	(.03)	(.06)	(.02)	(.10)	(.09)	(.04)
Net realized and unrealized gain (loss)	1.63	7.11	3.04	(.14)	2.78	3.86
Total from investment operations	1.60	7.05	3.02	(.24)	2.69	3.82
Distributions from net realized gain	(.08)	(3.65)	(.04)	(.04)	(.03)	-
Net asset value, end of period	$ 27.36	$ 25.84	$ 22.44	$ 19.46	$ 19.74	$ 17.08
Total Return^{B, C, D}	6.19%	32.05%	15.52%	(1.25)%	15.81%	28.81%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.23%^A	1.18%	1.25%	1.32%	1.38%	1.45%
Expenses net of fee waivers, if any	1.23%^A	1.18%	1.25%	1.32%	1.38%	1.45%
Expenses net of all reductions	1.23%^A	1.18%	1.24%	1.32%	1.38%	1.44%
Net investment income (loss)	(.23)%^A	(.22)%	(.11)%	(.48)%	(.52)%	(.25)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,244	$ 2,134	$ 1,795	$ 1,640	$ 1,756	$ 1,557
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 24.27	$ 21.37	$ 18.60	$ 18.95	$ 16.49	$ 12.88
Income from Investment Operations
Net investment income (loss)^E	(.10)	(.19)	(.14)	(.20)	(.19)	(.11)
Net realized and unrealized gain (loss)	1.53	6.74	2.91	(.15)	2.68	3.72
Total from investment operations	1.43	6.55	2.77	(.35)	2.49	3.61
Distributions from net realized gain	(.08)	(3.65)	-	-	(.03)	-
Net asset value, end of period	$ 25.62	$ 24.27	$ 21.37	$ 18.60	$ 18.95	$ 16.49
Total Return^{B, C, D}	5.89%	31.31%	14.89%	(1.85)%	15.14%	28.03%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.78%^A	1.75%	1.82%	1.89%	1.96%	2.01%
Expenses net of fee waivers, if any	1.78%^A	1.75%	1.82%	1.89%	1.96%	2.00%
Expenses net of all reductions	1.77%^A	1.75%	1.81%	1.89%	1.95%	1.99%
Net investment income (loss)	(.78)%^A	(.79)%	(.68)%	(1.05)%	(1.10)%	(.81)%
Supplemental Data
Net assets, end of period (in millions)	$ 202	$ 213	$ 239	$ 309	$ 410	$ 401
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 24.45	$ 21.49	$ 18.70	$ 19.03	$ 16.55	$ 12.92
Income from Investment Operations
Net investment income (loss)^E	(.09)	(.18)	(.13)	(.19)	(.17)	(.11)
Net realized and unrealized gain (loss)	1.53	6.79	2.92	(.14)	2.68	3.74
Total from investment operations	1.44	6.61	2.79	(.33)	2.51	3.63
Distributions from net realized gain	(.08)	(3.65)	-	-	(.03)	-
Net asset value, end of period	$ 25.81	$ 24.45	$ 21.49	$ 18.70	$ 19.03	$ 16.55
Total Return^{B, C, D}	5.88%	31.41%	14.92%	(1.73)%	15.21%	28.10%
Ratios to Average Net Assets^F,H
Expenses before reductions	1.74%^A	1.69%	1.75%	1.83%	1.88%	1.95%
Expenses net of fee waivers, if any	1.74%^A	1.69%	1.75%	1.83%	1.88%	1.95%
Expenses net of all reductions	1.73%^A	1.69%	1.75%	1.82%	1.88%	1.94%
Net investment income (loss)	(.74)%^A	(.73)%	(.62)%	(.98)%	(1.02)%	(.76)%
Supplemental Data
Net assets, end of period (in millions)	$ 3,772	$ 3,459	$ 2,515	$ 2,133	$ 2,138	$ 1,799
Portfolio turnover rate^G	70%^A	79%	47%	58%	47%^I	58%

^A Annualized

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

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

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

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

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 26.76	$ 23.02	$ 19.96	$ 20.14	$ 17.39	$ 13.49
Income from Investment Operations
Net investment income (loss)^D	.04	.07	.09	.01	(.01)	.03
Net realized and unrealized gain (loss)	1.68	7.32	3.12	(.15)	2.85	3.93
Total from investment operations	1.72	7.39	3.21	(.14)	2.84	3.96
Distributions from net investment income	-	-	(.02)	-	-	(.02)
Distributions from net realized gain	(.08)	(3.65)	(.13)	(.04)	(.09)	(.04)
Total distributions	(.08)	(3.65)	(.15)	(.04)	(.09)	(.06)
Net asset value, end of period	$ 28.40	$ 26.76	$ 23.02	$ 19.96	$ 20.14	$ 17.39
Total Return^{B, C}	6.42%	32.73%	16.11%	(.73)%	16.34%	29.37%
Ratios to Average Net Assets^E,G
Expenses before reductions	.73%^A	.68%	.74%	.81%	.89%	.96%
Expenses net of fee waivers, if any	.73%^A	.68%	.74%	.81%	.89%	.96%
Expenses net of all reductions	.73%^A	.68%	.74%	.81%	.89%	.95%
Net investment income (loss)	.27%^A	.28%	.39%	.03%	(.04)%	.24%
Supplemental Data
Net assets, end of period (in millions)	$ 12,400	$ 11,477	$ 9,898	$ 7,169	$ 5,898	$ 4,225
Portfolio turnover rate^F	70%^A	79%	47%	58%	47%^H	58%

^A Annualized

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

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

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

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

^H The portfolio turnover rate does not include the assets acquired in the merger.

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

Semiannual Report

Financial Highlights - Class Z

	Six months ended June 30, 2014	Year ended December 31,
	(Unaudited)	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 26.78	$ 27.42
Income from Investment Operations
Net investment income (loss)^D	.05	.01
Net realized and unrealized gain (loss)	1.69	3.00
Total from investment operations	1.74	3.01
Distributions from net realized gain	(.08)	(3.65)
Net asset value, end of period	$ 28.44	$ 26.78
Total Return^{B, C}	6.49%	11.50%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.60%^A	.55%^A
Expenses net of fee waivers, if any	.60%^A	.55%^A
Expenses net of all reductions	.60%^A	.55%^A
Net investment income (loss)	.40%^A	.14%^A
Supplemental Data
Net assets, end of period (in millions)	$ 181	$ 77
Portfolio turnover rate^F	70%^A	79%

^A Annualized

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

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

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

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

^G For the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Asset Type	Fair Value at 06/30/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 281,380	Adjusted book value	Book value multiple	1.0	Increase
		Expected distribution	Recovery rate	0.0%	Increase
		Last transaction price	Discount rate	0.5%	Decrease
			Transaction price	$4.00 - $19.10 / $8.30	Increase
		Market comparable	EV/EBITDA multiple	8.0 - 13.9 / 12.9	Increase
			Price to earnings multiple	25.0	Increase
		Partnership NAV	Discount rate	10.0%	Decrease
Convertible Preferred Stocks	$ 165,653	Expected distribution	Recovery rate	5.2%	Increase
		Last transaction price	Transaction price	$1.77 - $34.90 / $18.80	Increase
		Market comparable	EV/EBITDA multiple	8.0	Increase
			EV/Sales multiple	10.7	Increase
		Replacement cost	Liquidity preference	$4.62	Increase
Corporate Bonds	$ 172	Last transaction price	Transaction price	$100.00	Increase

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 7,806,252
Gross unrealized depreciation	(264,821)
Net unrealized appreciation (depreciation) on securities and other investments	$ 7,541,431

Tax cost	$ 20,929,406

Capital loss carryforwards were as follows:

Fiscal year of expiration
2015	$ (3,959)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,359,520 and $9,124,996, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 10,973	$ 446
Class T	.25%	.25%	5,423	51
Class B	.75%	.25%	1,026	772
Class C	.75%	.25%	17,950	2,650
			$ 35,372	$ 3,919

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

	Retained by FDC
Class A	$ 832
Class T	118
Class B*	53
Class C*	98
	$ 1,101

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

	Amount	% of Average Net Assets*
Class A	$ 8,005	.18
Class T	1,931	.18
Class B	230	.22
Class C	3,279	.18
Institutional Class	10,519	.18
Class Z	32	.05
	$ 23,996

* Annualized

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $2.

6. Committed Line of Credit.

Semiannual Report

7. Security Lending.

8. Expense Reductions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013^A
From net realized gain
Class A	$ 24,872	$ 1,060,799
Class T	6,274	265,920
Class B	649	28,256
Class C	10,876	450,260
Institutional Class	32,688	1,402,183
Class Z	361	1,891
Total	$ 75,720	$ 3,209,309

^A Distributions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013^A	Six months ended June 30, 2014	Year ended December 31, 2013^A
Class A
Shares sold	30,953	65,693	$ 828,334	$ 1,709,859
Reinvestment of distributions	851	38,006	22,828	963,449
Shares redeemed	(33,343)	(59,581)	(892,572)	(1,554,286)
Net increase (decrease)	(1,539)	44,118	$ (41,410)	$ 1,119,022
Class T
Shares sold	6,058	11,842	$ 159,035	$ 302,804
Reinvestment of distributions	217	9,694	5,724	241,279
Shares redeemed	(6,835)	(18,916)	(179,213)	(492,682)
Net increase (decrease)	(560)	2,620	$ (14,454)	$ 51,401
Class B
Shares sold	106	357	$ 2,617	$ 8,651
Reinvestment of distributions	23	1,033	559	24,155
Shares redeemed	(992)	(3,840)	(24,359)	(90,160)
Net increase (decrease)	(863)	(2,450)	$ (21,183)	$ (57,354)
Class C
Shares sold	12,719	26,314	$ 315,386	$ 642,662
Reinvestment of distributions	353	15,356	8,801	361,789
Shares redeemed	(8,427)	(17,222)	(209,134)	(423,433)
Net increase (decrease)	4,645	24,448	$ 115,053	$ 581,018

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013^A	Six months ended June 30, 2014	Year ended December 31, 2013^A
Institutional Class
Shares sold	54,572	113,996	$ 1,486,200	$ 2,983,413
Reinvestment of distributions	1,003	44,982	27,380	1,159,198
Shares redeemed	(47,896)	(160,011)	(1,299,295)	(4,155,899)
Net increase (decrease)	7,679	(1,033)	$ 214,285	$ (13,288)
Class Z
Shares sold	3,874	2,843	$ 103,625	$ 75,653
Reinvestment of distributions	13	73	361	1,891
Shares redeemed	(394)	(42)	(10,722)	(1,153)
Net increase (decrease)	3,493	2,874	$ 93,264	$ 76,391

^A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to December 31, 2013.

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

ANIFZ-USAN-0814
1.9585876.100

Fidelity Advisor®

Series Opportunistic Insights Fund

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Actual	.87%	$ 1,000.00	$ 1,039.50	$ 4.40
Hypothetical^A		$ 1,000.00	$ 1,020.48	$ 4.36

^A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Facebook, Inc. Class A	6.7	5.3
Gilead Sciences, Inc.	3.1	3.9
Google, Inc. Class C	2.9	0.0
Google, Inc. Class A	2.9	5.7
Biogen Idec, Inc.	2.7	2.7
Berkshire Hathaway, Inc. Class A	2.6	2.5
Wells Fargo & Co.	2.3	1.5
EOG Resources, Inc.	2.1	1.7
Johnson & Johnson	2.1	1.4
American Express Co.	1.9	1.7
	29.3
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	28.6	30.3
Consumer Discretionary	17.3	20.0
Health Care	15.6	14.9
Financials	11.5	12.7
Industrials	7.7	7.3

Asset Allocation (% of fund's net assets)
As of June 30, 2014 *			As of December 31, 2013 **
	Stocks 95.6%			Stocks 99.4%
	Convertible Securities 0.6%			Convertible Securities 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 3.8%			Short-Term Investments and Net Other Assets (Liabilities) 0.4%
* Foreign investments		9.1%	** Foreign investments		8.3%

oif130713

Semiannual Report

Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.6%
	Shares		Value
CONSUMER DISCRETIONARY - 17.2%
Automobiles - 1.5%
Harley-Davidson, Inc.	26,697		$ 1,864,785
Tesla Motors, Inc. (a)(d)	42,110		10,108,927
			11,973,712
Hotels, Restaurants & Leisure - 3.3%
ARAMARK Holdings Corp.	27,300		706,524
Buffalo Wild Wings, Inc. (a)	6,025		998,403
Chipotle Mexican Grill, Inc. (a)	11,629		6,890,299
Domino's Pizza, Inc.	4,300		314,287
International Game Technology	5,700		90,687
Marriott International, Inc. Class A	60,600		3,884,460
Starbucks Corp.	164,500		12,729,010
The Cheesecake Factory, Inc.	3,600		167,112
Whitbread PLC	22,568		1,702,883
			27,483,665
Household Durables - 0.1%
Garmin Ltd.	7,000		426,300
GoPro, Inc. Class A	1,800		72,990
			499,290
Internet & Catalog Retail - 5.3%
Amazon.com, Inc. (a)	42,693		13,865,833
Liberty Interactive Corp. (Venture Group) Series A (a)	5,400		398,520
Netflix, Inc. (a)	6,961		3,067,017
priceline.com, Inc. (a)	10,200		12,270,600
Rakuten, Inc.	41,200		532,679
TripAdvisor, Inc. (a)	123,934		13,466,668
			43,601,317
Leisure Products - 0.3%
Polaris Industries, Inc.	20,300		2,643,872
Media - 2.8%
Altice S.A.	9,300		647,931
CBS Corp. Class B	1,788		111,106
Charter Communications, Inc. Class A (a)	5,397		854,777
Comcast Corp. Class A	79,868		4,287,314
DIRECTV (a)	10,600		901,106
DISH Network Corp. Class A (a)	18,900		1,230,012
Liberty Global PLC:
Class A (a)	76,748		3,393,797
Class C	73,948		3,128,740
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Liberty Media Corp. Class A (a)	49,002		$ 6,697,593
The Walt Disney Co.	20,400		1,749,096
			23,001,472
Multiline Retail - 0.3%
B&M European Value Retail S.A.	125,350		589,941
Macy's, Inc.	6,800		394,536
Next PLC	14,000		1,551,384
			2,535,861
Specialty Retail - 1.5%
AutoZone, Inc. (a)	2,200		1,179,728
Five Below, Inc. (a)	509		20,314
O'Reilly Automotive, Inc. (a)	11,326		1,705,696
Tiffany & Co., Inc.	1,600		160,400
TJX Companies, Inc.	172,275		9,156,416
			12,222,554
Textiles, Apparel & Luxury Goods - 2.1%
NIKE, Inc. Class B	132,845		10,302,130
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	122,900		7,311,321
			17,613,451
TOTAL CONSUMER DISCRETIONARY			141,575,194
CONSUMER STAPLES - 7.5%
Beverages - 0.7%
Anheuser-Busch InBev SA NV ADR	18,200		2,091,908
Boston Beer Co., Inc. Class A (a)	15,131		3,382,081
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,000		88,130
Monster Beverage Corp. (a)	2,300		163,369
			5,725,488
Food & Staples Retailing - 1.8%
Alimentation Couche-Tard, Inc. Class B (sub. vtg.)	1,800		49,308
Costco Wholesale Corp.	41,800		4,813,688
CVS Caremark Corp.	96,424		7,267,477
Sprouts Farmers Market LLC	34,449		1,127,171
Walgreen Co.	18,306		1,357,024
			14,614,668
Food Products - 2.0%
Associated British Foods PLC	184,632		9,634,206
Greencore Group PLC	1,400		6,364
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Kellogg Co.	1,100		$ 72,270
Keurig Green Mountain, Inc.	4,800		598,128
Mead Johnson Nutrition Co. Class A	6,200		577,654
Mondelez International, Inc.	158,435		5,958,740
Want Want China Holdings Ltd.	70,000		100,614
			16,947,976
Household Products - 1.6%
Colgate-Palmolive Co.	191,635		13,065,674
Personal Products - 1.4%
Estee Lauder Companies, Inc. Class A	149,884		11,130,386
L'Oreal SA	1,922		331,211
			11,461,597
TOTAL CONSUMER STAPLES			61,815,403
ENERGY - 4.7%
Energy Equipment & Services - 1.0%
FMC Technologies, Inc. (a)	4,000		244,280
Schlumberger Ltd.	71,450		8,427,528
			8,671,808
Oil, Gas & Consumable Fuels - 3.7%
Anadarko Petroleum Corp.	11,300		1,237,011
Antero Resources Corp.	6,800		446,284
BG Group PLC	15,100		319,150
Birchcliff Energy Ltd. (a)	9,200		121,569
Canadian Natural Resources Ltd.	17,200		790,325
Chevron Corp.	2,700		352,485
Cimarex Energy Co.	4,900		702,954
Concho Resources, Inc. (a)	7,000		1,011,500
Continental Resources, Inc. (a)(d)	24,605		3,888,574
EOG Resources, Inc.	147,986		17,293,644
EQT Corp.	7,800		833,820
Kinder Morgan Holding Co. LLC	16,500		598,290
MPLX LP	1,102		71,079
Noble Energy, Inc.	3,000		232,380
Painted Pony Petroleum Ltd. (a)	300		3,838
Phillips 66 Partners LP	2,900		219,124
Pioneer Natural Resources Co.	400		91,924
PrairieSky Royalty Ltd.	3,200		116,358
Range Resources Corp.	8,100		704,295
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Suncor Energy, Inc.	1,900		$ 81,018
The Williams Companies, Inc.	16,800		977,928
Tourmaline Oil Corp. (a)	500		26,362
			30,119,912
TOTAL ENERGY			38,791,720
FINANCIALS - 11.5%
Banks - 4.4%
Banco Santander Chile sponsored ADR	24,100		637,445
Bank of America Corp.	205,500		3,158,535
Citigroup, Inc.	97,973		4,614,528
HDFC Bank Ltd. sponsored ADR	11,200		524,384
JPMorgan Chase & Co.	30,900		1,780,458
M&T Bank Corp. (d)	24,715		3,065,896
The Toronto-Dominion Bank	17,700		911,167
U.S. Bancorp	45,431		1,968,071
Wells Fargo & Co.	367,704		19,326,522
			35,987,006
Capital Markets - 1.3%
Ameriprise Financial, Inc.	12,700		1,524,000
BlackRock, Inc. Class A	17,947		5,735,861
Charles Schwab Corp.	59,800		1,610,414
Morgan Stanley, Inc.	34,358		1,110,794
Oaktree Capital Group LLC Class A	22,200		1,109,778
			11,090,847
Consumer Finance - 2.0%
American Express Co.	160,945		15,268,852
Discover Financial Services	17,000		1,053,660
			16,322,512
Diversified Financial Services - 2.7%
Berkshire Hathaway, Inc. Class A (a)	111		21,078,956
McGraw Hill Financial, Inc.	12,800		1,062,784
			22,141,740
Insurance - 1.0%
ACE Ltd.	7,564		784,387
Admiral Group PLC	11,800		312,813
AIA Group Ltd.	13,200		66,337
American International Group, Inc.	18,500		1,009,730
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Aon PLC	1,800		$ 162,162
Direct Line Insurance Group PLC	77,900		359,692
Marsh & McLennan Companies, Inc.	62,122		3,219,162
MetLife, Inc.	7,400		411,144
Prudential PLC	79,272		1,816,237
The Chubb Corp.	6,638		611,824
			8,753,488
Real Estate Investment Trusts - 0.1%
American Tower Corp.	1,800		161,964
Equity Residential (SBI)	7,900		497,700
			659,664
TOTAL FINANCIALS			94,955,257
HEALTH CARE - 15.6%
Biotechnology - 6.3%
Agios Pharmaceuticals, Inc. (d)	7,800		357,396
Akebia Therapeutics, Inc. (a)	1,900		52,801
Alexion Pharmaceuticals, Inc. (a)	8,600		1,343,750
Amgen, Inc.	2,313		273,790
Biogen Idec, Inc. (a)	70,851		22,340,029
Enanta Pharmaceuticals, Inc. (a)	10,374		446,808
Gilead Sciences, Inc. (a)	308,605		25,586,441
Karyopharm Therapeutics, Inc.	3,800		176,890
Ligand Pharmaceuticals, Inc. Class B (a)	1,200		74,748
OvaScience, Inc. (a)	130,900		1,200,353
Synageva BioPharma Corp. (a)	1,293		135,506
			51,988,512
Health Care Equipment & Supplies - 0.8%
Becton, Dickinson & Co.	700		82,810
Boston Scientific Corp. (a)	149,300		1,906,561
C.R. Bard, Inc.	3,300		471,933
Covidien PLC	9,000		811,620
DexCom, Inc. (a)	15,772		625,518
Medtronic, Inc.	12,421		791,963
Stryker Corp.	2,000		168,640
Zimmer Holdings, Inc.	15,100		1,568,286
			6,427,331
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - 2.3%
Aetna, Inc.	10,714		$ 868,691
AmerisourceBergen Corp.	26,825		1,949,105
Cardinal Health, Inc.	16,850		1,155,236
Cigna Corp.	4,500		413,865
Henry Schein, Inc. (a)	53,993		6,407,349
MWI Veterinary Supply, Inc. (a)	2,017		286,394
UnitedHealth Group, Inc.	79,734		6,518,255
WellPoint, Inc.	14,100		1,517,301
			19,116,196
Health Care Technology - 0.5%
Castlight Health, Inc. Class B (d)	5,600		85,120
Cerner Corp. (a)	78,319		4,039,694
			4,124,814
Life Sciences Tools & Services - 1.0%
Eurofins Scientific SA	1,000		307,545
Illumina, Inc. (a)	4,586		818,784
Mettler-Toledo International, Inc. (a)	11,755		2,976,131
Thermo Fisher Scientific, Inc.	31,481		3,714,758
Waters Corp. (a)	800		83,552
			7,900,770
Pharmaceuticals - 4.7%
AbbVie, Inc.	160,809		9,076,060
Actavis PLC (a)	10,665		2,378,828
Astellas Pharma, Inc.	96,600		1,270,345
Bayer AG	1,800		254,238
Biodelivery Sciences International, Inc. (a)	257,433		3,107,216
Bristol-Myers Squibb Co.	41,768		2,026,166
Forest Laboratories, Inc. (a)	15,550		1,539,450
Johnson & Johnson	163,174		17,071,264
Novo Nordisk A/S Series B	5,700		263,072
Ono Pharmaceutical Co. Ltd.	700		61,502
Shire PLC	6,800		533,413
Teva Pharmaceutical Industries Ltd. sponsored ADR	15,600		817,752
Theravance, Inc. (a)	5,700		169,746
Valeant Pharmaceuticals International (Canada) (a)	4,700		594,366
			39,163,418
TOTAL HEALTH CARE			128,721,041
Common Stocks - continued
	Shares		Value
INDUSTRIALS - 7.7%
Aerospace & Defense - 1.2%
AeroVironment, Inc. (a)	6,382		$ 202,948
Honeywell International, Inc.	16,427		1,526,890
Lockheed Martin Corp.	500		80,365
Precision Castparts Corp.	20,809		5,252,192
The Boeing Co.	12,068		1,535,412
TransDigm Group, Inc.	293		49,007
United Technologies Corp.	12,100		1,396,945
			10,043,759
Air Freight & Logistics - 0.3%
FedEx Corp.	10,000		1,513,800
United Parcel Service, Inc. Class B	5,119		525,517
XPO Logistics, Inc. (a)(d)	32,853		940,253
			2,979,570
Airlines - 0.3%
American Airlines Group, Inc.	16,400		704,544
Delta Air Lines, Inc.	4,300		166,496
Ryanair Holdings PLC sponsored ADR (a)	5,200		290,160
Southwest Airlines Co.	39,100		1,050,226
United Continental Holdings, Inc. (a)	15,300		628,371
			2,839,797
Building Products - 0.1%
Fortune Brands Home & Security, Inc.	6,800		271,524
Toto Ltd.	27,000		364,123
			635,647
Construction & Engineering - 0.2%
Jacobs Engineering Group, Inc. (a)	31,800		1,694,304
Electrical Equipment - 0.5%
Generac Holdings, Inc.	77,300		3,767,602
Rockwell Automation, Inc.	1,100		137,676
			3,905,278
Industrial Conglomerates - 1.6%
3M Co.	29,923		4,286,171
Danaher Corp.	110,520		8,701,240
			12,987,411
Machinery - 0.7%
Caterpillar, Inc.	3,700		402,079
Cummins, Inc.	5,700		879,453
Deere & Co.	2,400		217,320
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - continued
Illinois Tool Works, Inc.	39,793		$ 3,484,275
PACCAR, Inc.	6,300		395,829
Xylem, Inc.	2,900		113,332
			5,492,288
Professional Services - 0.2%
Verisk Analytics, Inc. (a)	25,878		1,553,198
Road & Rail - 2.3%
Canadian Pacific Railway Ltd.	57,200		10,362,525
Union Pacific Corp.	84,840		8,462,790
			18,825,315
Trading Companies & Distributors - 0.3%
Air Lease Corp. Class A	39,650		1,529,697
Bunzl PLC	2,800		77,725
Noble Group Ltd.	541,000		594,410
W.W. Grainger, Inc.	1,886		479,553
			2,681,385
TOTAL INDUSTRIALS			63,637,952
INFORMATION TECHNOLOGY - 28.1%
Communications Equipment - 0.8%
F5 Networks, Inc. (a)	9,300		1,036,392
Palo Alto Networks, Inc. (a)	1,200		100,620
QUALCOMM, Inc.	65,249		5,167,721
			6,304,733
Electronic Equipment & Components - 0.7%
Amphenol Corp. Class A	54,200		5,221,628
Avigilon Corp. (a)(d)	5,500		122,623
Keyence Corp.	200		87,458
Trimble Navigation Ltd. (a)	11,000		406,450
			5,838,159
Internet Software & Services - 13.9%
Akamai Technologies, Inc. (a)	18,700		1,141,822
Constant Contact, Inc. (a)	5,702		183,091
Facebook, Inc. Class A (a)	824,806		55,501,186
Google, Inc.:
Class A (a)	40,439		23,643,470
Class C (a)	41,139		23,666,444
Kakaku.com, Inc.	9,900		173,606
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
LinkedIn Corp. (a)	11,822		$ 2,027,118
Naver Corp.	1,322		1,090,781
Tencent Holdings Ltd.	49,000		747,290
Yahoo!, Inc. (a)	184,805		6,492,200
			114,667,008
IT Services - 4.3%
Alliance Data Systems Corp. (a)	1,873		526,781
ASAC II LP (e)	224,957		3,453,313
CGI Group, Inc. Class A (sub. vtg.) (a)	12,600		446,588
Cognizant Technology Solutions Corp. Class A (a)	17,300		846,143
Computer Sciences Corp.	41,775		2,640,180
Fidelity National Information Services, Inc.	65,497		3,585,306
Fiserv, Inc. (a)	3,800		229,216
FleetCor Technologies, Inc. (a)	3,100		408,580
Gartner, Inc. Class A (a)	1,100		77,572
Global Payments, Inc.	5,900		429,815
MasterCard, Inc. Class A	192,890		14,171,628
Visa, Inc. Class A	38,910		8,198,726
			35,013,848
Semiconductors & Semiconductor Equipment - 1.6%
Analog Devices, Inc.	4,400		237,908
Avago Technologies Ltd.	41,100		2,962,077
Cavium, Inc. (a)	11,700		581,022
Freescale Semiconductor, Inc. (a)	65,051		1,528,699
Integrated Device Technology, Inc. (a)	23,700		366,402
Intersil Corp. Class A	4,100		61,295
Marvell Technology Group Ltd.	54,700		783,851
Microchip Technology, Inc.	1,600		78,096
Micron Technology, Inc. (a)	8,200		270,190
NXP Semiconductors NV (a)	13,698		906,534
RF Micro Devices, Inc. (a)	15,174		145,519
Samsung Electronics Co. Ltd.	2,641		3,450,002
Skyworks Solutions, Inc.	3,600		169,056
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	58,600		1,253,454
TriQuint Semiconductor, Inc. (a)	5,100		80,631
			12,874,736
Software - 4.9%
Activision Blizzard, Inc.	3,500		78,050
Adobe Systems, Inc. (a)	42,673		3,087,818
Concur Technologies, Inc. (a)(d)	13,000		1,213,420
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Microsoft Corp.	298,707		$ 12,456,082
Oracle Corp.	15,600		632,268
salesforce.com, Inc. (a)	178,525		10,368,732
ServiceNow, Inc. (a)	73,911		4,579,526
The Rubicon Project, Inc.	2,356		30,251
Ultimate Software Group, Inc. (a)	35,941		4,965,968
Workday, Inc. Class A (a)	33,800		3,037,268
Xero Ltd. (a)	6,120		139,264
			40,588,647
Technology Hardware, Storage & Peripherals - 1.9%
Apple, Inc.	146,341		13,599,469
SanDisk Corp.	17,250		1,801,418
Xaar PLC	24,188		215,670
			15,616,557
TOTAL INFORMATION TECHNOLOGY			230,903,688
MATERIALS - 3.1%
Chemicals - 2.7%
CF Industries Holdings, Inc.	3,500		841,855
Ecolab, Inc.	71,093		7,915,495
Filtrona PLC	13,300		173,785
LyondellBasell Industries NV Class A	5,774		563,831
Monsanto Co.	14,531		1,812,597
PPG Industries, Inc.	41,031		8,622,665
Sherwin-Williams Co.	12,200		2,524,302
Westlake Chemical Corp.	1,000		83,760
			22,538,290
Construction Materials - 0.1%
Eagle Materials, Inc.	6,918		652,229
Containers & Packaging - 0.1%
Ball Corp.	2,600		162,968
Packaging Corp. of America	4,100		293,109
Sealed Air Corp.	2,300		78,591
			534,668
Metals & Mining - 0.2%
B2Gold Corp. (a)	61,000		177,789
Franco-Nevada Corp.	8,100		464,950
Glencore Xstrata PLC	66,632		371,238
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Primero Mining Corp. (a)	60,700		$ 486,374
Tahoe Resources, Inc. (a)	3,600		94,264
			1,594,615
TOTAL MATERIALS			25,319,802
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
SoftBank Corp.	11,400		849,562
T-Mobile U.S., Inc. (a)	24,100		810,242
			1,659,804
TOTAL COMMON STOCKS (Cost $581,909,350)		787,379,861
Convertible Preferred Stocks - 0.6%

CONSUMER DISCRETIONARY - 0.1%
Diversified Consumer Services - 0.0%
Airbnb, Inc. Series D (e)	1,436		175,392
Household Durables - 0.1%
Blu Homes, Inc. Series A, 5.00% (e)	127,173		587,539
TOTAL CONSUMER DISCRETIONARY			762,931
INFORMATION TECHNOLOGY - 0.5%
Internet Software & Services - 0.5%
Dropbox, Inc. Series C (e)	53,923		1,029,994
Pinterest, Inc. (a)(e)	66,300		1,126,117
Pinterest, Inc. Series E, 8.00% (e)	63,759		1,082,958
Uber Technologies, Inc. 8.00% (e)	9,186		570,012
			3,809,081
Software - 0.0%
Cloudera, Inc. Series F (e)	9,618		158,120
Mobileye NV Series F (e)	9,333		325,722
			483,842
Convertible Preferred Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - 0.0%
Pure Storage, Inc. Series E (e)	11,508		$ 180,974
TOTAL INFORMATION TECHNOLOGY			4,473,897
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $4,961,045)		5,236,828
Money Market Funds - 6.7%

Fidelity Cash Central Fund, 0.11% (b)	34,088,123		34,088,123
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	20,803,362		20,803,362
TOTAL MONEY MARKET FUNDS (Cost $54,891,485)		54,891,485
TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $641,761,880)			847,508,174
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(23,688,514)
NET ASSETS - 100%		$ 823,819,660

Legend

(a) Non-income producing

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,690,141 or 1.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Airbnb, Inc. Series D	4/16/14	$ 175,392
ASAC II LP	10/10/13	$ 2,249,570
Blu Homes, Inc. Series A, 5.00%	6/10/13	$ 587,539
Cloudera, Inc. Series F	2/5/14	$ 140,038
Dropbox, Inc. Series C	1/30/14	$ 1,029,994
Mobileye NV Series F	8/15/13	$ 325,722
Pinterest, Inc.	5/15/14	$ 1,126,117
Pinterest, Inc. Series E, 8.00%	10/23/13	$ 926,463
Pure Storage, Inc. Series E	8/22/13	$ 79,768
Uber Technologies, Inc. 8.00%	6/6/14	$ 570,012

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	$ 12,961
Fidelity Securities Lending Cash Central Fund	51,086
Total	$ 64,047

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 142,338,125	$ 141,042,515	$ 532,679	$ 762,931
Consumer Staples	61,815,403	61,815,403	-	-
Energy	38,791,720	38,791,720	-	-
Financials	94,955,257	93,139,020	1,816,237	-
Health Care	128,721,041	126,592,709	2,128,332	-
Industrials	63,637,952	63,273,829	364,123	-
Information Technology	235,377,585	227,189,311	261,064	7,927,210
Materials	25,319,802	25,319,802	-	-
Telecommunication Services	1,659,804	810,242	849,562	-
Money Market Funds	54,891,485	54,891,485	-	-
Total Investments in Securities:	$ 847,508,174	$ 832,866,036	$ 5,951,997	$ 8,690,141

Valuation Inputs at Reporting Date:

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

Investments in Securities:
Beginning Balance	$ 4,599,631
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	1,048,957
Cost of Purchases	3,041,553
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 8,690,141
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 1,048,957

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $20,432,478) - See accompanying schedule: Unaffiliated issuers (cost $586,870,395)	$ 792,616,689
Fidelity Central Funds (cost $54,891,485)	54,891,485
Total Investments (cost $641,761,880)		$ 847,508,174
Cash		98,574
Receivable for investments sold		2,618,568
Receivable for fund shares sold		14,291
Dividends receivable		327,664
Distributions receivable from Fidelity Central Funds		8,610
Other receivables		2,679
Total assets		850,578,562

Liabilities
Payable for investments purchased	$ 1,407,680
Payable for fund shares redeemed	3,914,743
Accrued management fee	417,828
Other affiliated payables	149,272
Other payables and accrued expenses	66,017
Collateral on securities loaned, at value	20,803,362
Total liabilities		26,758,902

Net Assets		$ 823,819,660
Net Assets consist of:
Paid in capital		$ 600,236,150
Accumulated net investment loss		(393,602)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		18,229,504
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		205,747,608
Net Assets, for 56,702,841 shares outstanding		$ 823,819,660
Net Asset Value, offering price and redemption price per share ($823,819,660 ÷ 56,702,841 shares)		$ 14.53

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

Investment Income
Dividends		$ 3,068,767
Income from Fidelity Central Funds		64,047
Total income		3,132,814

Expenses
Management fee Basic fee	$ 2,228,624
Performance adjustment	357,139
Transfer agent fees	707,525
Accounting and security lending fees	142,690
Custodian fees and expenses	54,006
Independent trustees' compensation	1,608
Audit	37,765
Legal	627
Interest	255
Miscellaneous	2,879
Total expenses before reductions	3,533,118
Expense reductions	(7,236)	3,525,882
Net investment income (loss)		(393,068)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	18,654,266
Foreign currency transactions	(3,622)
Total net realized gain (loss)		18,650,644
Change in net unrealized appreciation (depreciation) on: Investment securities	13,026,204
Assets and liabilities in foreign currencies	260
Total change in net unrealized appreciation (depreciation)		13,026,464
Net gain (loss)		31,677,108
Net increase (decrease) in net assets resulting from operations		$ 31,284,040

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended June 30, 2014 (Unaudited)	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (393,068)	$ (397,139)
Net realized gain (loss)	18,650,644	8,534,112
Change in net unrealized appreciation (depreciation)	13,026,464	192,670,782
Net increase (decrease) in net assets resulting from operations	31,284,040	200,807,755
Distributions to shareholders from net realized gain	(755,035)	(10,117,481)
Share transactions Proceeds from sales of shares	54,872,601	220,563,698
Reinvestment of distributions	755,035	10,117,481
Cost of shares redeemed	(71,184,408)	(94,001,364)
Net increase (decrease) in net assets resulting from share transactions	(15,556,772)	136,679,815
Total increase (decrease) in net assets	14,972,233	327,370,089

Net Assets
Beginning of period	808,847,427	481,477,338
End of period (including accumulated net investment loss of $393,602 and accumulated net investment loss of $534, respectively)	$ 823,819,660	$ 808,847,427
Other Information Shares
Sold	3,902,610	16,778,477
Issued in reinvestment of distributions	52,726	786,322
Redeemed	(5,077,646)	(7,652,406)
Net increase (decrease)	(1,122,310)	9,912,393

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

Semiannual Report

Financial Highlights

	Six months ended June 30, 2014	Years ended December 31,
	(Unaudited)	2013	2012 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.99	$ 10.05	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	(.01)	- ^I
Net realized and unrealized gain (loss)	.56	4.14	.05
Total from investment operations	.55	4.13	.05
Distributions from net investment income	-	-	- ^I
Distributions from net realized gain	(.01)	(.19)	-
Total distributions	(.01)	(.19)	- ^I
Net asset value, end of period	$ 14.53	$ 13.99	$ 10.05
Total Return^{B, C}	3.95%	41.23%	.54%
Ratios to Average Net Assets^E, ^H
Expenses before reductions	.87% ^A	.82%	1.18% ^A
Expenses net of fee waivers, if any	.87% ^A	.82%	1.18% ^A
Expenses net of all reductions	.87% ^A	.80%	1.17% ^A
Net investment income (loss)	(.10)% ^A	(.07)%	.04% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 823,820	$ 808,847	$ 481,477
Portfolio turnover rate^F	50% ^A	52%	68% ^J

^A Annualized

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

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

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

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

^G For the period December 6, 2012 (commencement of operations) to December 31, 2012.

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

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

^J Amount not annualized

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

Fidelity Advisor® Series Opportunistic Insights Fund (the Fund) is a fund of Fidelity Contrafund (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Asset Type	Fair Value at 06/30/14	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 3,453,313	Partnership NAV	Discount rate	10.0%	Decrease
Convertible Preferred Stocks	$ 5,236,828	Last transaction price	Transaction price	$15.73 - $122.14 / $28.55	Increase
		Market comparable	EV/Sales multiple	10.7	Increase
		Replacement cost	Liquidity preference	$4.62	Increase

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 209,375,803
Gross unrealized depreciation	(4,182,689)
Net unrealized appreciation (depreciation) on securities and other investments	$ 205,193,114

Tax cost	$ 642,315,060

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $197,243,675 and $242,145,402, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index, the Russell 3000 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .64% of the Fund's average net assets. The

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .17% of average net assets.

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,799,600	.32%	$ 255

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $712 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $83,600. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $50,858, including $6,118 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $7,074 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $162.

9. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

AO1TI-SANN-0814
1.950954.101

Fidelity®

Contrafund^®-
Class K

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Contrafund	.69%
Actual		$ 1,000.00	$ 1,043.90	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.46
Class K	.59%
Actual		$ 1,000.00	$ 1,044.50	$ 2.99
Hypothetical^A		$ 1,000.00	$ 1,021.87	$ 2.96

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Berkshire Hathaway, Inc. Class A	4.3	4.1
Google, Inc. Class C	3.7	0.0
Google, Inc. Class A	3.6	7.3
Wells Fargo & Co.	3.3	2.8
Apple, Inc.	3.1	3.4
Facebook, Inc. Class A	2.4	1.8
Noble Energy, Inc.	2.4	2.2
Biogen Idec, Inc.	2.4	2.3
The Walt Disney Co.	2.1	2.0
Colgate-Palmolive Co.	1.9	1.7
	29.2
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	26.1	27.2
Consumer Discretionary	17.1	20.3
Financials	15.9	16.8
Health Care	13.6	12.1
Industrials	7.6	6.8

Asset Allocation (% of fund's net assets)
As of June 30, 2014 *			As of December 31, 2013 **
	Stocks 96.5%			Stocks 97.7%
	Bonds 0.0%^†			Bonds 0.0%^†
	Convertible Securities 0.5%			Convertible Securities 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 3.0%			Short-Term Investments and Net Other Assets (Liabilities) 2.0%
* Foreign investments		10.0%	** Foreign investments		9.7%

cnk153725

^† Amount represents less than 0.0%

Semiannual Report

Investments June 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.1%
Automobiles - 1.2%
Harley-Davidson, Inc.	3,105,245		$ 216,901
Maruti Suzuki India Ltd.	284,707		11,587
Tesla Motors, Inc. (a)(e)	4,495,079		1,079,089
			1,307,577
Hotels, Restaurants & Leisure - 3.3%
ARAMARK Holdings Corp.	3,642,800		94,276
Bloomin' Brands, Inc. (a)	466,246		10,458
Buffalo Wild Wings, Inc. (a)	441,315		73,130
Chipotle Mexican Grill, Inc. (a)(f)	1,689,065		1,000,788
Domino's Pizza, Inc.	621,600		45,433
Dunkin' Brands Group, Inc. (f)	6,095,103		279,217
International Game Technology	767,100		12,205
Marriott International, Inc. Class A	5,453,516		349,570
Starbucks Corp.	16,802,823		1,300,202
The Cheesecake Factory, Inc.	1,194,300		55,439
Tim Hortons, Inc. (Canada)	2,884,952		157,813
Whitbread PLC	3,204,932		241,830
			3,620,361
Household Durables - 0.1%
D.R. Horton, Inc.	479,400		11,784
Garmin Ltd. (e)	1,337,100		81,429
GoPro, Inc. Class A	245,300		9,947
			103,160
Internet & Catalog Retail - 3.9%
Amazon.com, Inc. (a)	5,077,020		1,648,915
Liberty Interactive Corp.:
(Venture Group) Series A (a)	1,197,240		88,356
Series A (a)	2,085,757		61,238
Netflix, Inc. (a)	1,012,013		445,893
priceline.com, Inc. (a)	952,973		1,146,427
Rakuten, Inc.	964,600		12,471
TripAdvisor, Inc. (a)(f)	8,276,514		899,326
			4,302,626
Leisure Products - 0.1%
Polaris Industries, Inc.	400,901		52,213
Media - 4.7%
Altice S.A.	1,160,321		80,840
CBS Corp. Class B	394,540		24,517
Charter Communications, Inc. Class A (a)	799,629		126,645
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Comcast Corp. Class A	14,621,448		$ 784,879
DIRECTV (a)	1,466,600		124,676
Discovery Communications, Inc. Class A (a)	7,509,643		557,816
DISH Network Corp. Class A (a)	2,511,075		163,421
Legend Pictures LLC (a)(h)(i)	52,165		94,053
Liberty Global PLC:
Class A (a)	5,274,615		233,243
Class C	5,022,915		212,520
Liberty Media Corp. Class A (a)	3,129,980		427,806
The Walt Disney Co.	26,352,744		2,259,484
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	41,234		4,761
			5,094,661
Multiline Retail - 0.1%
B&M European Value Retail S.A.	16,810,707		79,117
Macy's, Inc.	959,000		55,641
			134,758
Specialty Retail - 1.9%
AutoZone, Inc. (a)	286,550		153,660
Five Below, Inc. (a)	89,539		3,574
O'Reilly Automotive, Inc. (a)	1,688,029		254,217
Tiffany & Co., Inc.	230,200		23,078
TJX Companies, Inc.	31,347,109		1,666,099
			2,100,628
Textiles, Apparel & Luxury Goods - 1.8%
NIKE, Inc. Class B	16,152,512		1,252,627
Under Armour, Inc. Class A (sub. vtg.) (a)	11,961,698		711,601
			1,964,228
TOTAL CONSUMER DISCRETIONARY			18,680,212
CONSUMER STAPLES - 7.3%
Beverages - 1.2%
Anheuser-Busch InBev SA NV ADR	2,411,884		277,222
Boston Beer Co., Inc. Class A (a)	499,024		111,542
Constellation Brands, Inc. Class A (sub. vtg.) (a)	292,416		25,771
Monster Beverage Corp. (a)	347,900		24,711
The Coca-Cola Co.	21,458,062		908,964
			1,348,210
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.8%
Alimentation Couche-Tard, Inc. Class B (sub. vtg.)	575,000		$ 15,751
Costco Wholesale Corp.	4,826,564		555,827
CVS Caremark Corp.	14,954,244		1,127,101
Sprouts Farmers Market LLC	1,337,809		43,773
Walgreen Co.	2,468,820		183,014
			1,925,466
Food Products - 1.4%
Associated British Foods PLC	11,335,307		591,483
Greencore Group PLC	293,732		1,335
Kellogg Co.	618,500		40,635
Keurig Green Mountain, Inc.	800,600		99,763
Mead Johnson Nutrition Co. Class A	854,700		79,632
Mondelez International, Inc.	17,547,663		659,968
Want Want China Holdings Ltd.	8,682,000		12,479
			1,485,295
Household Products - 1.9%
Colgate-Palmolive Co.	29,833,990		2,034,081
Procter & Gamble Co.	99,315		7,805
			2,041,886
Personal Products - 1.0%
Estee Lauder Companies, Inc. Class A	14,519,870		1,078,246
L'Oreal SA	335,708		57,851
			1,136,097
TOTAL CONSUMER STAPLES			7,936,954
ENERGY - 6.5%
Energy Equipment & Services - 0.8%
FMC Technologies, Inc. (a)	530,800		32,416
Schlumberger Ltd.	7,074,274		834,411
			866,827
Oil, Gas & Consumable Fuels - 5.7%
Americas Petrogas, Inc. (a)(g)	3,560,563		2,603
Anadarko Petroleum Corp.	1,540,700		168,660
Antero Resources Corp.	919,385		60,339
BG Group PLC	2,089,000		44,153
Birchcliff Energy Ltd. (a)	4,329,511		57,210
Birchcliff Energy Ltd. (a)(g)	686,127		9,066
Canadian Natural Resources Ltd.	2,469,172		113,456
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Chevron Corp.	367,013		$ 47,914
Cimarex Energy Co.	574,800		82,461
Concho Resources, Inc. (a)	1,370,080		197,977
Continental Resources, Inc. (a)(e)	3,206,175		506,704
EOG Resources, Inc.	12,166,596		1,421,788
EQT Corp.	1,147,017		122,616
Exxon Mobil Corp.	1,206,990		121,520
Kinder Morgan Holding Co. LLC	2,638,700		95,679
Madalena Energy, Inc. (g)	9,365,404		4,476
MPLX LP	117,262		7,563
Noble Energy, Inc. (f)	33,633,717		2,605,268
Painted Pony Petroleum Ltd. (a)	38,600		494
Phillips 66 Partners LP	152,939		11,556
Pioneer Natural Resources Co.	153,200		35,207
PrairieSky Royalty Ltd.	431,100		15,676
Range Resources Corp.	1,105,500		96,123
Suncor Energy, Inc.	253,100		10,792
TAG Oil Ltd. (a)(g)	1,365,192		3,544
The Williams Companies, Inc.	2,240,900		130,443
Tourmaline Oil Corp. (a)	3,868,483		203,965
Tourmaline Oil Corp. (a)(g)	1,112,059		58,633
			6,235,886
TOTAL ENERGY			7,102,713
FINANCIALS - 15.9%
Banks - 6.8%
Bank of America Corp.	28,737,774		441,700
Bank of Ireland (a)	1,367,098,912		458,666
Citigroup, Inc.	8,301,828		391,016
HDFC Bank Ltd. sponsored ADR	1,396,398		65,379
JPMorgan Chase & Co.	9,318,749		536,946
M&T Bank Corp. (e)	1,424,092		176,659
Metro Bank PLC Class A (a)(f)(i)	4,680,628		104,136
PNC Financial Services Group, Inc.	4,433,494		394,803
The Toronto-Dominion Bank	2,376,500		122,338
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Banks - continued
U.S. Bancorp	25,439,450		$ 1,102,037
Wells Fargo & Co.	69,214,175		3,637,897
			7,431,577
Capital Markets - 1.2%
Ameriprise Financial, Inc.	1,972,980		236,758
BlackRock, Inc. Class A	1,795,365		573,799
Charles Schwab Corp.	8,717,760		234,769
Morgan Stanley, Inc.	6,313,457		204,114
Oaktree Capital Group LLC Class A	1,911,972		95,579
			1,345,019
Consumer Finance - 1.6%
American Express Co.	16,082,397		1,525,737
Discover Financial Services	2,719,800		168,573
			1,694,310
Diversified Financial Services - 4.4%
Berkshire Hathaway, Inc. Class A (a)(e)	24,536		4,659,397
McGraw Hill Financial, Inc.	1,847,566		153,403
			4,812,800
Insurance - 1.7%
ACE Ltd.	4,204,479		436,004
Admiral Group PLC	1,513,785		40,130
AIA Group Ltd.	61,700,600		310,079
American International Group, Inc.	2,324,250		126,858
Aon PLC	239,800		21,604
Direct Line Insurance Group PLC	9,970,500		46,037
Fairfax Financial Holdings Ltd. (sub. vtg.)	88,122		41,806
Marsh & McLennan Companies, Inc.	5,900,871		305,783
MetLife, Inc.	955,827		53,106
Prudential PLC	3,677,136		84,249
The Chubb Corp.	3,642,630		335,741
The Travelers Companies, Inc.	573,535		53,952
			1,855,349
Real Estate Investment Trusts - 0.2%
American Tower Corp.	1,453,690		130,803
Equity Residential (SBI)	1,058,900		66,711
			197,514
TOTAL FINANCIALS			17,336,569
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 13.5%
Biotechnology - 3.8%
Agios Pharmaceuticals, Inc. (e)	1,244,344		$ 57,016
Akebia Therapeutics, Inc. (a)	248,600		6,909
Alexion Pharmaceuticals, Inc. (a)	1,597,802		249,657
Amgen, Inc.	338,198		40,032
Auspex Pharmaceuticals, Inc.	764,100		17,017
Biogen Idec, Inc. (a)	8,184,999		2,580,812
CSL Ltd.	463,962		29,115
Gilead Sciences, Inc. (a)	14,337,302		1,188,706
Karyopharm Therapeutics, Inc.	503,900		23,457
Ligand Pharmaceuticals, Inc. Class B (a)	161,500		10,060
Synageva BioPharma Corp. (a)	153,409		16,077
			4,218,858
Health Care Equipment & Supplies - 1.1%
Becton, Dickinson & Co.	91,400		10,813
Boston Scientific Corp. (a)	23,558,967		300,848
C.R. Bard, Inc.	443,317		63,399
Covidien PLC	1,190,978		107,402
DexCom, Inc. (a)	1,839,490		72,954
Medtronic, Inc.	3,290,117		209,778
Stryker Corp.	2,185,914		184,316
Zimmer Holdings, Inc.	2,130,900		221,315
			1,170,825
Health Care Providers & Services - 2.2%
Aetna, Inc.	1,400,719		113,570
AmerisourceBergen Corp.	4,670,709		339,374
Cardinal Health, Inc.	2,502,566		171,576
Cigna Corp.	682,235		62,745
Henry Schein, Inc. (a)	2,710,016		321,598
UnitedHealth Group, Inc.	14,704,299		1,202,076
WellPoint, Inc.	1,924,300		207,074
			2,418,013
Health Care Technology - 0.5%
Castlight Health, Inc. Class B	642,225		9,762
Cerner Corp. (a)	10,504,295		541,812
			551,574
Life Sciences Tools & Services - 1.1%
Eurofins Scientific SA	137,838		42,391
Illumina, Inc. (a)	423,127		75,545
Mettler-Toledo International, Inc. (a)(f)	2,201,108		557,277
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Thermo Fisher Scientific, Inc.	4,183,392		$ 493,640
Waters Corp. (a)	104,300		10,893
			1,179,746
Pharmaceuticals - 4.8%
AbbVie, Inc.	19,937,641		1,125,280
Actavis PLC (a)	1,402,829		312,901
Astellas Pharma, Inc.	13,067,000		171,838
Bayer AG	5,012,957		708,047
Bristol-Myers Squibb Co.	6,061,369		294,037
Forest Laboratories, Inc. (a)	2,077,179		205,641
Johnson & Johnson	18,383,372		1,923,268
Novo Nordisk A/S Series B	3,581,478		165,296
Ono Pharmaceutical Co. Ltd.	119,100		10,464
Shire PLC	905,900		71,062
Teva Pharmaceutical Industries Ltd. sponsored ADR	2,420,400		126,877
Theravance, Inc. (a)	1,137,225		33,867
Valeant Pharmaceuticals International (Canada) (a)	461,131		58,315
			5,206,893
TOTAL HEALTH CARE			14,745,909
INDUSTRIALS - 7.6%
Aerospace & Defense - 1.2%
AeroVironment, Inc. (a)	747,645		23,775
Honeywell International, Inc.	2,832,941		263,322
Lockheed Martin Corp.	65,300		10,496
Precision Castparts Corp.	1,110,238		280,224
The Boeing Co.	3,079,555		391,812
TransDigm Group, Inc.	30,100		5,035
United Technologies Corp.	3,040,356		351,009
			1,325,673
Air Freight & Logistics - 0.3%
FedEx Corp.	1,731,299		262,084
United Parcel Service, Inc. Class B	755,697		77,580
			339,664
Airlines - 0.4%
American Airlines Group, Inc.	2,584,982		111,051
Delta Air Lines, Inc.	539,400		20,886
Ryanair Holdings PLC sponsored ADR (a)	1,249,400		69,717
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Southwest Airlines Co.	5,661,838		$ 152,077
United Continental Holdings, Inc. (a)	2,452,378		100,719
			454,450
Building Products - 0.1%
Fortune Brands Home & Security, Inc.	946,135		37,779
Toto Ltd.	3,782,000		51,004
			88,783
Commercial Services & Supplies - 0.3%
Stericycle, Inc. (a)	2,640,817		312,726
Electrical Equipment - 0.1%
Generac Holdings, Inc.	1,785,237		87,012
Nidec Corp.	8,700		535
Rockwell Automation, Inc.	125,600		15,720
			103,267
Industrial Conglomerates - 1.6%
3M Co.	4,833,366		692,331
Danaher Corp.	13,413,194		1,056,021
			1,748,352
Machinery - 0.7%
Caterpillar, Inc.	504,100		54,781
Cummins, Inc.	919,500		141,870
Deere & Co.	338,900		30,687
Fanuc Corp.	143,600		24,798
Illinois Tool Works, Inc.	5,018,094		439,384
Kubota Corp.	1,250,000		17,738
PACCAR, Inc.	844,872		53,083
Xylem, Inc.	379,743		14,840
			777,181
Professional Services - 0.0%
Nielsen Holdings B.V.	221,200		10,708
Road & Rail - 2.4%
Canadian Pacific Railway Ltd.	6,828,709		1,237,110
Union Pacific Corp.	13,645,804		1,361,169
			2,598,279
Trading Companies & Distributors - 0.5%
Air Lease Corp.:
Class A (f)(g)	1,579,317		60,930
Class A (f)	6,177,767		238,338
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Bunzl PLC	460,000		$ 12,769
Noble Group Ltd.	75,700,000		83,173
W.W. Grainger, Inc.	438,731		111,556
			506,766
TOTAL INDUSTRIALS			8,265,849
INFORMATION TECHNOLOGY - 25.7%
Communications Equipment - 1.1%
F5 Networks, Inc. (a)	1,358,546		151,396
Palo Alto Networks, Inc. (a)	154,500		12,955
QUALCOMM, Inc.	12,569,792		995,528
			1,159,879
Electronic Equipment & Components - 1.0%
Amphenol Corp. Class A (f)	10,970,177		1,056,867
Avigilon Corp. (a)(e)	748,300		16,683
Keyence Corp.	25,900		11,326
Trimble Navigation Ltd. (a)	1,739,314		64,268
			1,149,144
Internet Software & Services - 11.1%
Akamai Technologies, Inc. (a)	2,458,289		150,103
Constant Contact, Inc. (a)(f)	1,800,635		57,818
Dropbox, Inc. (a)(i)	5,464,028		104,369
Facebook, Inc. Class A (a)	39,384,698		2,650,196
Google, Inc.:
Class A (a)	6,804,567		3,978,426
Class C (a)	6,946,267		3,996,048
Kakaku.com, Inc.	1,879,400		32,957
LinkedIn Corp. (a)	1,081,900		185,513
Naver Corp.	249,629		205,969
Tencent Holdings Ltd.	6,567,200		100,155
Yahoo!, Inc. (a)	17,609,866		618,635
			12,080,189
IT Services - 4.3%
Alliance Data Systems Corp. (a)	442,695		124,508
ASAC II LP (i)	39,494,500		606,280
CGI Group, Inc. Class A (sub. vtg.) (a)	2,351,447		83,344
Cognizant Technology Solutions Corp. Class A (a)	2,258,486		110,463
Computer Sciences Corp.	4,956,004		313,219
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Fidelity National Information Services, Inc.	3,462,639		$ 189,545
Fiserv, Inc. (a)	3,277,192		197,680
FleetCor Technologies, Inc. (a)	411,300		54,209
Gartner, Inc. Class A (a)	490,844		34,614
Global Payments, Inc.	399,956		29,137
MasterCard, Inc. Class A	17,417,985		1,279,699
Visa, Inc. Class A	7,891,210		1,662,757
			4,685,455
Semiconductors & Semiconductor Equipment - 1.0%
Analog Devices, Inc.	1,190,900		64,392
Avago Technologies Ltd.	2,617,107		188,615
Freescale Semiconductor, Inc. (a)	8,434,600		198,213
Integrated Device Technology, Inc. (a)	3,177,987		49,132
Intersil Corp. Class A	324,407		4,850
Marvell Technology Group Ltd.	7,548,253		108,166
Microchip Technology, Inc. (e)	969,200		47,307
Micron Technology, Inc. (a)	1,868,900		61,580
NXP Semiconductors NV (a)	1,782,406		117,960
RF Micro Devices, Inc. (a)	2,033,900		19,505
Samsung Electronics Co. Ltd.	98,778		129,036
Skyworks Solutions, Inc.	476,800		22,391
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	4,834,300		103,406
TriQuint Semiconductor, Inc. (a)	682,300		10,787
Xilinx, Inc.	211,939		10,027
			1,135,367
Software - 3.9%
Activision Blizzard, Inc.	5,725,495		127,679
Adobe Systems, Inc. (a)	5,801,602		419,804
Concur Technologies, Inc. (a)(e)	462,022		43,125
Microsoft Corp.	39,980,888		1,667,203
Oracle Corp.	2,060,300		83,504
salesforce.com, Inc. (a)	17,429,566		1,012,309
ServiceNow, Inc. (a)	4,768,684		295,468
The Rubicon Project, Inc.	309,084		3,969
Trion World Network, Inc.:
warrants 8/10/17 (a)(i)	124,282		0*
warrants 10/3/18 (a)(i)	181,908		0*
Ultimate Software Group, Inc. (a)	920,449		127,178
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Workday, Inc. Class A (a)	5,238,464		$ 470,728
Xero Ltd. (a)(e)	852,081		19,390
			4,270,357
Technology Hardware, Storage & Peripherals - 3.3%
Apple, Inc.	35,985,749		3,344,156
SanDisk Corp.	2,521,844		263,356
			3,607,512
TOTAL INFORMATION TECHNOLOGY			28,087,903
MATERIALS - 2.7%
Chemicals - 1.8%
CF Industries Holdings, Inc.	532,156		127,999
Ecolab, Inc.	4,418,494		491,955
Filtrona PLC	5,092,009		66,535
LyondellBasell Industries NV Class A	707,456		69,083
Monsanto Co.	2,465,349		307,528
PPG Industries, Inc.	3,135,705		658,968
Sherwin-Williams Co.	1,230,105		254,521
Westlake Chemical Corp.	297,167		24,891
			2,001,480
Construction Materials - 0.1%
Eagle Materials, Inc.	862,579		81,324
Containers & Packaging - 0.1%
Ball Corp.	551,800		34,587
Packaging Corp. of America	508,500		36,353
Rock-Tenn Co. Class A	547,401		57,800
Sealed Air Corp.	312,400		10,675
			139,415
Metals & Mining - 0.7%
B2Gold Corp. (a)(f)	44,839,182		130,687
B2Gold Corp. (a)(f)(g)	5,846,819		17,041
Franco-Nevada Corp.	4,751,088		272,718
Glencore Xstrata PLC	10,010,042		55,771
Ivanhoe Mines Ltd. (a)(f)	22,759,500		29,008
Ivanhoe Mines Ltd. (f)(g)	16,068,594		20,480
Ivanhoe Mines Ltd. Class A warrants 12/10/15 (a)(f)(g)	22,759,500		4,266
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
POSCO	50,000		$ 14,938
Tahoe Resources, Inc. (a)(f)	7,397,548		193,700
			738,609
TOTAL MATERIALS			2,960,828
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
SoftBank Corp.	863,100		64,321
T-Mobile U.S., Inc. (a)	3,260,500		109,618
			173,939
UTILITIES - 0.0%
Multi-Utilities - 0.0%
YTL Corp. Bhd	7,714,826		3,892
TOTAL COMMON STOCKS (Cost $59,402,046)		105,294,768
Convertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.0%
Diversified Consumer Services - 0.0%
Airbnb, Inc. Series D (i)	192,939		23,565
Media - 0.0%
Glam Media, Inc. Series M-1, 8.00% (a)(i)	1,228,555		6,376
TOTAL CONSUMER DISCRETIONARY			29,941
HEALTH CARE - 0.1%
Biotechnology - 0.1%
Intarcia Therapeutics, Inc. (a)(i)	2,100,446		68,033
INFORMATION TECHNOLOGY - 0.4%
Internet Software & Services - 0.3%
Dropbox, Inc.:
Series A (a)(i)	1,260,898		24,085
Series C (i)	698,385		13,340
Pinterest, Inc. (a)(i)	691,144		11,739
Convertible Preferred Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Pinterest, Inc. Series E, 8.00% (i)	10,968,216		$ 186,297
Uber Technologies, Inc. 8.00% (i)	1,217,229		75,532
			310,993
Software - 0.1%
Cloudera, Inc. Series F (i)	1,316,883		21,650
Mobileye NV Series F (i)	1,660,543		57,953
Trion World Network, Inc.:
8.00% (a)(i)	333,435		604
Series C, 8.00% (a)(i)	3,950,196		7,150
Series C-1, 8.00% (a)(i)	310,705		562
			87,919
Technology Hardware, Storage & Peripherals - 0.0%
Pure Storage, Inc. Series E (i)	2,007,356		31,567
TOTAL INFORMATION TECHNOLOGY			430,479
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $465,841)		528,453

Corporate Bonds - 0.0%
		Principal Amount (000s) (d)
Convertible Bonds - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Trion World Network, Inc. 15% 10/10/15 pay-in-kind (i)		$ 1,126		1,126
Nonconvertible Bonds - 0.0%
FINANCIALS - 0.0%
Banks - 0.0%
Bank of Ireland 10% 7/30/16	EUR	13,686		20,802
TOTAL CORPORATE BONDS (Cost $19,113)			21,928

Money Market Funds - 4.2%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	3,679,935,914		$ 3,679,936
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	900,776,910		900,777
TOTAL MONEY MARKET FUNDS (Cost $4,580,713)		4,580,713
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $64,467,713)			110,425,862
NET OTHER ASSETS (LIABILITIES) - (1.2)%			(1,327,140)
NET ASSETS - 100%		$ 109,098,722

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

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

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

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $181,039,000 or 0.2% of net assets.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Airbnb, Inc. Series D	4/16/14	$ 23,565
ASAC II LP	10/10/13	$ 394,945
Cloudera, Inc. Series F	2/5/14	$ 19,174
Dropbox, Inc.	5/2/12	$ 49,445
Dropbox, Inc. Series A	5/29/12	$ 11,410
Dropbox, Inc. Series C	1/30/14	$ 13,340
Glam Media, Inc. Series M-1, 8.00%	3/19/08	$ 22,464
Intarcia Therapeutics, Inc.	11/14/12	$ 28,629
Legend Pictures LLC	9/23/10 - 12/18/12	$ 57,827
Metro Bank PLC Class A	12/8/09 - 12/6/13	$ 80,047
Mobileye NV Series F	8/15/13	$ 57,953
Pinterest, Inc.	5/15/14	$ 11,739
Pinterest, Inc. Series E, 8.00%	10/23/13	$ 159,376
Pure Storage, Inc. Series E	8/22/13	$ 13,914
Trion World Network, Inc. warrants 8/10/17	8/10/10	$ 0*
Security	Acquisition Date	Acquisition Cost (000s)
Trion World Network, Inc. warrants 10/3/18	10/10/13	$ 0*
Trion World Network, Inc. 8.00%	3/20/13	$ 1,754
Trion World Network, Inc. Series C, 8.00%	8/22/08	$ 21,691
Trion World Network, Inc. Series C-1, 8.00%	8/10/10	$ 1,706
Trion World Network, Inc. 15% 10/10/15 pay-in-kind	10/10/13	$ 1,126
Uber Technologies, Inc.	6/6/14	$ 75,532
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 41,234

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 2,157
Fidelity Securities Lending Cash Central Fund	2,081
Total	$ 4,238

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Air Lease Corp. Class A (144A)	$ 50,489	$ -	$ 1,646*	$ 95	$ 60,930
Air Lease Corp. Class A	144,090	96,233	31,225*	294	238,338
Amphenol Corp. Class A	905,079	119,998	42,014*	4,243	1,056,867
B2Gold Corp.	97,255	23,121	30,616*	-	130,687
B2Gold Corp. (144A)	12,006	-	8*	-	17,041
Chipotle Mexican Grill, Inc.	909,505	55,673	61,279*	-	1,000,788
Concur Technologies, Inc.	395,008	-	314,276*	-	-
Constant Contact, Inc.	50,523	16,832	8,749*	-	57,818
Cornerstone OnDemand, Inc.	141,270	4,590	138,411*	-	-
Discovery Communications, Inc. Class A	1,312,435	-	544,021*	-	-
Dunkin' Brands Group, Inc.	344,509	-	48,143*	3,217	279,217
Five Below, Inc.	168,373	-	144,688*	-	-
Ivanhoe Mines Ltd.	-	28,008	-	-	29,008
Ivanhoe Mines Ltd. (144A)	28,303	-	15*	-	20,480
Ivanhoe Mines Ltd. Class A Warrants 12/10/15	-	3,314	-	-	4,266
Metro Bank PLC rights	-	-	-	-	-
Metro Bank PLC Class A	100,762	-	-	-	104,136
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Mettler-Toledo International, Inc.	$ 596,249	$ 22,299	$ 80,819*	$ -	$ 557,277
NetSuite, Inc.	403,365	10,542	355,579*	-	-
Noble Energy, Inc.	2,392,270	-	100,819*	11,061	2,605,268
ServiceNow, Inc.	382,280	58,502	157,846*	-	-
Tableau Software, Inc.	82,296	11,366	91,180*	-	-
Tahoe Resources, Inc.	34,598	2,894	3,804*	-	193,700
TJX Companies, Inc.	2,598,713	12,242	545,555*	12,232	-
TripAdvisor, Inc.	721,785	67,819	111,959*	-	899,326
Total	$ 11,871,163	$ 533,433	$ 2,812,652	$ 31,142	$ 7,255,147

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

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 18,710,153	$ 18,557,340	$ 24,058	$ 128,755
Consumer Staples	7,936,954	7,936,954	-	-
Energy	7,102,713	7,102,713	-	-
Financials	17,336,569	16,689,518	542,915	104,136
Health Care	14,813,942	14,327,249	418,660	68,033
Industrials	8,265,849	8,171,774	94,075	-
Information Technology	28,518,382	27,332,971	44,283	1,141,128
Materials	2,960,828	2,945,890	14,938	-
Telecommunication Services	173,939	109,618	64,321	-
Utilities	3,892	3,892	-	-
Corporate Bonds	21,928	-	20,802	1,126
Money Market Funds	4,580,713	4,580,713	-	-
Total Investments in Securities:	$ 110,425,862	$ 107,758,632	$ 1,224,052	$ 1,443,178

Valuation Inputs at Reporting Date:

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

(Amounts in thousands)
Investments in Securities:
Equities - Information Technology
Beginning Balance	$ 777,346
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	243,997
Cost of Purchases	119,785
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 1,141,128
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 243,997
Other Investments in Securities
Beginning Balance	$ 246,312
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	32,173
Cost of Purchases	23,565
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 302,050
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 32,173

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and proceeds of sales includes securities delivered through unaffiliated in-kind transactions. See Note 4 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2014

Assets
Investment in securities, at value (including securities loaned of $884,882) - See accompanying schedule: Unaffiliated issuers (cost $56,842,440)	$ 98,590,002
Fidelity Central Funds (cost $4,580,713)	4,580,713
Other affiliated issuers (cost $3,044,560)	7,255,147
Total Investments (cost $64,467,713)		$ 110,425,862
Cash		642
Foreign currency held at value (cost $27)		27
Receivable for investments sold		262,454
Receivable for fund shares sold		54,713
Dividends receivable		55,292
Interest receivable		4,684
Distributions receivable from Fidelity Central Funds		660
Receivable from investment adviser for expense reductions		295
Other receivables		3,111
Total assets		110,807,740

Liabilities
Payable for investments purchased	$ 185,554
Payable for fund shares redeemed	562,847
Accrued management fee	45,624
Other affiliated payables	10,828
Other payables and accrued expenses	3,388
Collateral on securities loaned, at value	900,777
Total liabilities		1,709,018

Net Assets		$ 109,098,722
Net Assets consist of:
Paid in capital		$ 56,003,791
Undistributed net investment income		102,669
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		7,033,947
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		45,958,315
Net Assets		$ 109,098,722

Contrafund: Net Asset Value, offering price and redemption price per share ($76,149,217 ÷ 766,535 shares)		$ 99.34

Class K: Net Asset Value, offering price and redemption price per share ($32,949,505 ÷ 331,748 shares)		$ 99.32

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended June 30, 2014

Investment Income
Dividends (including $31,142 earned from other affiliated issuers)		$ 496,218
Interest		1,027
Income from Fidelity Central Funds		4,238
Total income		501,483

Expenses
Management fee Basic fee	$ 300,357
Performance adjustment	(7,320)
Transfer agent fees	63,377
Accounting and security lending fees	1,804
Custodian fees and expenses	731
Independent trustees' compensation	219
Appreciation in deferred trustee compensation account	1
Registration fees	333
Audit	131
Legal	107
Miscellaneous	480
Total expenses before reductions	360,220
Expense reductions	(1,875)	358,345
Net investment income (loss)		143,138
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	6,357,805
Other affiliated issuers	1,016,620
Foreign currency transactions	(682)
Total net realized gain (loss)		7,373,743
Change in net unrealized appreciation (depreciation) on: Investment securities	(2,863,989)
Assets and liabilities in foreign currencies	47
Total change in net unrealized appreciation (depreciation)		(2,863,942)
Net gain (loss)		4,509,801
Net increase (decrease) in net assets resulting from operations		$ 4,652,939

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2014	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 143,138	$ 391,530
Net realized gain (loss)	7,373,743	8,899,671
Change in net unrealized appreciation (depreciation)	(2,863,942)	19,322,034
Net increase (decrease) in net assets resulting from operations	4,652,939	28,613,235
Distributions to shareholders from net investment income	-	(174,645)
Distributions to shareholders from net realized gain	(1,118,671)	(7,910,259)
Total distributions	(1,118,671)	(8,084,904)
Share transactions - net increase (decrease)	(5,380,040)	6,003,109
Total increase (decrease) in net assets	(1,845,772)	26,531,440

Net Assets
Beginning of period	110,944,494	84,413,054
End of period (including undistributed net investment income of $102,669 and accumulated net investment loss of $40,469, respectively)	$ 109,098,722	$ 110,944,494

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

Semiannual Report

Financial Highlights - Contrafund

	Six months ended June 30,	Years ended December 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 96.14	$ 77.57	$ 67.45	$ 67.73	$ 58.28	$ 45.26
Income from Investment Operations
Net investment income (loss)^D	.11	.33	.30	.04	(.02)	.11
Net realized and unrealized gain (loss)	4.06	25.70	10.66	(.13)	9.86	13.11
Total from investment operations	4.17	26.03	10.96	(.09)	9.84	13.22
Distributions from net investment income	-	(.13)	(.19)^G	(.04)	(.01)	(.11)
Distributions from net realized gain	(.97)	(7.33)	(.65)^G	(.15)	(.38)	(.09)
Total distributions	(.97)	(7.46)	(.84)	(.19)	(.39)	(.20)^I
Net asset value, end of period	$ 99.34	$ 96.14	$ 77.57	$ 67.45	$ 67.73	$ 58.28
Total Return^{B, C}	4.39%	34.15%	16.26%	(.14)%	16.93%	29.23%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.69%^A	.67%	.74%	.81%	.92%	1.02%
Expenses net of fee waivers, if any	.69%^A	.67%	.74%	.81%	.92%	1.02%
Expenses net of all reductions	.69%^A	.66%	.74%	.81%	.91%	1.01%
Net investment income (loss)	.23%^A	.37%	.40%	.06%	(.03)%	.22%
Supplemental Data
Net assets, end of period (in millions)	$ 76,149	$ 74,962	$ 58,769	$ 54,677	$ 60,498	$ 57,225
Portfolio turnover rate^F	47%^{A, J}	46%	48%	55%	46%	58%

^A Annualized

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

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

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

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

^G The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^I Total distributions of $.20 per share is comprised of distributions from net investment income of $.113 and distributions from net realized gain of $.085 per share.

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended June 30,	Years ended December 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 96.07	$ 77.51	$ 67.40	$ 67.70	$ 58.25	$ 45.23
Income from Investment Operations
Net investment income (loss)^D	.16	.42	.39	.12	.06	.19
Net realized and unrealized gain (loss)	4.06	25.70	10.65	(.14)	9.87	13.11
Total from investment operations	4.22	26.12	11.04	(.02)	9.93	13.30
Distributions from net investment income	-	(.23)	(.28)^G	(.13)	(.01)	(.20)
Distributions from net realized gain	(.97)	(7.33)	(.65)^G	(.15)	(.47)	(.09)
Total distributions	(.97)	(7.56)	(.93)	(.28)	(.48)	(.28)^I
Net asset value, end of period	$ 99.32	$ 96.07	$ 77.51	$ 67.40	$ 67.70	$ 58.25
Total Return^{B, C}	4.45%	34.30%	16.40%	(.02)%	17.09%	29.43%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.59%^A	.56%	.63%	.69%	.79%	.86%
Expenses net of fee waivers, if any	.59%^A	.56%	.63%	.69%	.79%	.86%
Expenses net of all reductions	.59%^A	.56%	.62%	.69%	.78%	.85%
Net investment income (loss)	.33%^A	.48%	.51%	.18%	.10%	.38%
Supplemental Data
Net assets, end of period (in millions)	$ 32,950	$ 35,982	$ 25,644	$ 18,047	$ 14,034	$ 6,749
Portfolio turnover rate^F	47%^{A, J}	46%	48%	55%	46%	58%

^A Annualized

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

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

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

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

^G The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^I Total distributions of $.28 per share is comprised of distributions from net investment income of $.196 and distributions from net realized gain of $.085 per share.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2014

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

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

Asset Type	Fair Value at 06/30/14 (000s)	Valuation Technique (s)	Unobservable Input	Amount or Range / Weighted Average	Impact to Valuation from an Increase in Input*
Common Stocks	$ 913,599	Last transaction price	Transaction price	$19.10	Increase
		Market comparable	EV/EBITDA multiple	8.0 - 13.9 / 12.9	Increase
		Partnership NAV	Discount rate	10.0%	Decrease
Convertible Preferred Stocks	$ 528,453	Expected distribution	Recovery rate	5.2%	Increase
		Last transaction price	Transaction price	$15.73 - $122.14 / $33.26	Increase
		Market comparable	EV/EBITDA multiple	8.0	Increase
			EV/Sales multiple	10.7	Increase
Corporate Bonds	$ 1,126	Last transaction price	Transaction price	$100.00	Increase

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation	$ 46,094,982
Gross unrealized depreciation	(450,585)
Net unrealized appreciation (depreciation) on securities and other investments	$ 45,644,397

Tax cost	$ 64,781,465

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $24,582,499 and $27,555,291, respectively.

Redemptions In-Kind. During the period, 48,493 shares of the Fund held by unaffiliated entities were redeemed in kind for cash and investments, including accrued interest, with a value of $4,641,404. The net realized gain of $2,743,054 on securities delivered through the in-kind redemption is included in the accompanying Statement of Operations. The amount of in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Contrafund as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .54% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

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

	Amount	% of Average Net Assets*
Contrafund	$ 55,593	.15
Class K	7,784	.05
	$ 63,377

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $21.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $101 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $13,045. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,081, including $50 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $462 for the period. Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,412.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2014	Year ended December 31, 2013
From net investment income
Contrafund	$ -	$ 94,711
Class K	-	79,934
Total	$ -	$ 174,645
From net realized gain
Contrafund	$ 755,734	$ 5,361,041
Class K	362,937	2,549,218
Total	$ 1,118,671	$ 7,910,259

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2014	Year ended December 31, 2013	Six months ended June 30, 2014	Year ended December 31, 2013
Contrafund
Shares sold	43,397	100,690	$ 4,158,216	$ 8,857,095
Reinvestment of distributions	7,731	57,515	728,312	5,248,448
Shares redeemed	(64,347) ^A	(136,086)	(6,173,904) ^A	(11,999,987)
Net increase (decrease)	(13,219)	22,119	$ (1,287,376)	$ 2,105,556
Class K
Shares sold	31,576	77,060	$ 3,029,351	$ 6,767,404
Reinvestment of distributions	3,855	28,800	362,937	2,629,152
Shares redeemed	(78,236) ^A	(62,163)	(7,484,952) ^A	(5,499,003)
Net increase (decrease)	(42,805)	43,697	$ (4,092,664)	$ 3,897,553

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

Semiannual Report

11. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and the Shareholders of Fidelity Contrafund:

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 Contrafund (a fund of Fidelity Contrafund) at June 30, 2014, the results of its operations, the changes in its net assets 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 Contrafund'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 June 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

August 14, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc. Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

CON-K-USAN-0814
1.863192.105

Fidelity®

Contrafund^®

Semiannual Report

June 30, 2014

(Fidelity Cover Art)

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value January 1, 2014	Ending Account Value June 30, 2014	Expenses Paid During Period* January 1, 2014 to June 30, 2014
Contrafund	.69%
Actual		$ 1,000.00	$ 1,043.90	$ 3.50
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.46
Class K	.59%
Actual		$ 1,000.00	$ 1,044.50	$ 2.99
Hypothetical^A		$ 1,000.00	$ 1,021.87	$ 2.96

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Berkshire Hathaway, Inc. Class A	4.3	4.1
Google, Inc. Class C	3.7	0.0
Google, Inc. Class A	3.6	7.3
Wells Fargo & Co.	3.3	2.8
Apple, Inc.	3.1	3.4
Facebook, Inc. Class A	2.4	1.8
Noble Energy, Inc.	2.4	2.2
Biogen Idec, Inc.	2.4	2.3
The Walt Disney Co.	2.1	2.0
Colgate-Palmolive Co.	1.9	1.7
	29.2
Top Five Market Sectors as of June 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	26.1	27.2
Consumer Discretionary	17.1	20.3
Financials	15.9	16.8
Health Care	13.6	12.1
Industrials	7.6	6.8

Asset Allocation (% of fund's net assets)
As of June 30, 2014 *			As of December 31, 2013 **
	Stocks 96.5%			Stocks 97.7%
	Bonds 0.0%^†			Bonds 0.0%^†
	Convertible Securities 0.5%			Convertible Securities 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 3.0%			Short-Term Investments and Net Other Assets (Liabilities) 2.0%
* Foreign investments		10.0%	** Foreign investments		9.7%

con301759

^† Amount represents less than 0.0%

Semiannual Report

Investments June 30, 2014

Showing Percentage of Net Assets

Common Stocks - 96.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.1%
Automobiles - 1.2%
Harley-Davidson, Inc.	3,105,245		$ 216,901
Maruti Suzuki India Ltd.	284,707		11,587
Tesla Motors, Inc. (a)(e)	4,495,079		1,079,089
			1,307,577
Hotels, Restaurants & Leisure - 3.3%
ARAMARK Holdings Corp.	3,642,800		94,276
Bloomin' Brands, Inc. (a)	466,246		10,458
Buffalo Wild Wings, Inc. (a)	441,315		73,130
Chipotle Mexican Grill, Inc. (a)(f)	1,689,065		1,000,788
Domino's Pizza, Inc.	621,600		45,433
Dunkin' Brands Group, Inc. (f)	6,095,103		279,217
International Game Technology	767,100		12,205
Marriott International, Inc. Class A	5,453,516		349,570
Starbucks Corp.	16,802,823		1,300,202
The Cheesecake Factory, Inc.	1,194,300		55,439
Tim Hortons, Inc. (Canada)	2,884,952		157,813
Whitbread PLC	3,204,932		241,830
			3,620,361
Household Durables - 0.1%
D.R. Horton, Inc.	479,400		11,784
Garmin Ltd. (e)	1,337,100		81,429
GoPro, Inc. Class A	245,300		9,947
			103,160
Internet & Catalog Retail - 3.9%
Amazon.com, Inc. (a)	5,077,020		1,648,915
Liberty Interactive Corp.:
(Venture Group) Series A (a)	1,197,240		88,356
Series A (a)	2,085,757		61,238
Netflix, Inc. (a)	1,012,013		445,893
priceline.com, Inc. (a)	952,973		1,146,427
Rakuten, Inc.	964,600		12,471
TripAdvisor, Inc. (a)(f)	8,276,514		899,326
			4,302,626
Leisure Products - 0.1%
Polaris Industries, Inc.	400,901		52,213
Media - 4.7%
Altice S.A.	1,160,321		80,840
CBS Corp. Class B	394,540		24,517
Charter Communications, Inc. Class A (a)	799,629		126,645
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Comcast Corp. Class A	14,621,448		$ 784,879
DIRECTV (a)	1,466,600		124,676
Discovery Communications, Inc. Class A (a)	7,509,643		557,816
DISH Network Corp. Class A (a)	2,511,075		163,421
Legend Pictures LLC (a)(h)(i)	52,165		94,053
Liberty Global PLC:
Class A (a)	5,274,615		233,243
Class C	5,022,915		212,520
Liberty Media Corp. Class A (a)	3,129,980		427,806
The Walt Disney Co.	26,352,744		2,259,484
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	41,234		4,761
			5,094,661
Multiline Retail - 0.1%
B&M European Value Retail S.A.	16,810,707		79,117
Macy's, Inc.	959,000		55,641
			134,758
Specialty Retail - 1.9%
AutoZone, Inc. (a)	286,550		153,660
Five Below, Inc. (a)	89,539		3,574
O'Reilly Automotive, Inc. (a)	1,688,029		254,217
Tiffany & Co., Inc.	230,200		23,078
TJX Companies, Inc.	31,347,109		1,666,099
			2,100,628
Textiles, Apparel & Luxury Goods - 1.8%
NIKE, Inc. Class B	16,152,512		1,252,627
Under Armour, Inc. Class A (sub. vtg.) (a)	11,961,698		711,601
			1,964,228
TOTAL CONSUMER DISCRETIONARY			18,680,212
CONSUMER STAPLES - 7.3%
Beverages - 1.2%
Anheuser-Busch InBev SA NV ADR	2,411,884		277,222
Boston Beer Co., Inc. Class A (a)	499,024		111,542
Constellation Brands, Inc. Class A (sub. vtg.) (a)	292,416		25,771
Monster Beverage Corp. (a)	347,900		24,711
The Coca-Cola Co.	21,458,062		908,964
			1,348,210
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.8%
Alimentation Couche-Tard, Inc. Class B (sub. vtg.)	575,000		$ 15,751
Costco Wholesale Corp.	4,826,564		555,827
CVS Caremark Corp.	14,954,244		1,127,101
Sprouts Farmers Market LLC	1,337,809		43,773
Walgreen Co.	2,468,820		183,014
			1,925,466
Food Products - 1.4%
Associated British Foods PLC	11,335,307		591,483
Greencore Group PLC	293,732		1,335
Kellogg Co.	618,500		40,635
Keurig Green Mountain, Inc.	800,600		99,763
Mead Johnson Nutrition Co. Class A	854,700		79,632
Mondelez International, Inc.	17,547,663		659,968
Want Want China Holdings Ltd.	8,682,000		12,479
			1,485,295
Household Products - 1.9%
Colgate-Palmolive Co.	29,833,990		2,034,081
Procter & Gamble Co.	99,315		7,805
			2,041,886
Personal Products - 1.0%
Estee Lauder Companies, Inc. Class A	14,519,870		1,078,246
L'Oreal SA	335,708		57,851
			1,136,097
TOTAL CONSUMER STAPLES			7,936,954
ENERGY - 6.5%
Energy Equipment & Services - 0.8%
FMC Technologies, Inc. (a)	530,800		32,416
Schlumberger Ltd.	7,074,274		834,411
			866,827
Oil, Gas & Consumable Fuels - 5.7%
Americas Petrogas, Inc. (a)(g)	3,560,563		2,603
Anadarko Petroleum Corp.	1,540,700		168,660
Antero Resources Corp.	919,385		60,339
BG Group PLC	2,089,000		44,153
Birchcliff Energy Ltd. (a)	4,329,511		57,210
Birchcliff Energy Ltd. (a)(g)	686,127		9,066
Canadian Natural Resources Ltd.	2,469,172		113,456
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Chevron Corp.	367,013		$ 47,914
Cimarex Energy Co.	574,800		82,461
Concho Resources, Inc. (a)	1,370,080		197,977
Continental Resources, Inc. (a)(e)	3,206,175		506,704
EOG Resources, Inc.	12,166,596		1,421,788
EQT Corp.	1,147,017		122,616
Exxon Mobil Corp.	1,206,990		121,520
Kinder Morgan Holding Co. LLC	2,638,700		95,679
Madalena Energy, Inc. (g)	9,365,404		4,476
MPLX LP	117,262		7,563
Noble Energy, Inc. (f)	33,633,717		2,605,268
Painted Pony Petroleum Ltd. (a)	38,600		494
Phillips 66 Partners LP	152,939		11,556
Pioneer Natural Resources Co.	153,200		35,207
PrairieSky Royalty Ltd.	431,100		15,676
Range Resources Corp.	1,105,500		96,123
Suncor Energy, Inc.	253,100		10,792
TAG Oil Ltd. (a)(g)	1,365,192		3,544
The Williams Companies, Inc.	2,240,900		130,443
Tourmaline Oil Corp. (a)	3,868,483		203,965
Tourmaline Oil Corp. (a)(g)	1,112,059		58,633
			6,235,886
TOTAL ENERGY			7,102,713
FINANCIALS - 15.9%
Banks - 6.8%
Bank of America Corp.	28,737,774		441,700
Bank of Ireland (a)	1,367,098,912		458,666
Citigroup, Inc.	8,301,828		391,016
HDFC Bank Ltd. sponsored ADR	1,396,398		65,379
JPMorgan Chase & Co.	9,318,749		536,946
M&T Bank Corp. (e)	1,424,092		176,659
Metro Bank PLC Class A (a)(f)(i)	4,680,628		104,136
PNC Financial Services Group, Inc.	4,433,494		394,803
The Toronto-Dominion Bank	2,376,500		122,338
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Banks - continued
U.S. Bancorp	25,439,450		$ 1,102,037
Wells Fargo & Co.	69,214,175		3,637,897
			7,431,577
Capital Markets - 1.2%
Ameriprise Financial, Inc.	1,972,980		236,758
BlackRock, Inc. Class A	1,795,365		573,799
Charles Schwab Corp.	8,717,760		234,769
Morgan Stanley, Inc.	6,313,457		204,114
Oaktree Capital Group LLC Class A	1,911,972		95,579
			1,345,019
Consumer Finance - 1.6%
American Express Co.	16,082,397		1,525,737
Discover Financial Services	2,719,800		168,573
			1,694,310
Diversified Financial Services - 4.4%
Berkshire Hathaway, Inc. Class A (a)(e)	24,536		4,659,397
McGraw Hill Financial, Inc.	1,847,566		153,403
			4,812,800
Insurance - 1.7%
ACE Ltd.	4,204,479		436,004
Admiral Group PLC	1,513,785		40,130
AIA Group Ltd.	61,700,600		310,079
American International Group, Inc.	2,324,250		126,858
Aon PLC	239,800		21,604
Direct Line Insurance Group PLC	9,970,500		46,037
Fairfax Financial Holdings Ltd. (sub. vtg.)	88,122		41,806
Marsh & McLennan Companies, Inc.	5,900,871		305,783
MetLife, Inc.	955,827		53,106
Prudential PLC	3,677,136		84,249
The Chubb Corp.	3,642,630		335,741
The Travelers Companies, Inc.	573,535		53,952
			1,855,349
Real Estate Investment Trusts - 0.2%
American Tower Corp.	1,453,690		130,803
Equity Residential (SBI)	1,058,900		66,711
			197,514
TOTAL FINANCIALS			17,336,569
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 13.5%
Biotechnology - 3.8%
Agios Pharmaceuticals, Inc. (e)	1,244,344		$ 57,016
Akebia Therapeutics, Inc. (a)	248,600		6,909
Alexion Pharmaceuticals, Inc. (a)	1,597,802		249,657
Amgen, Inc.	338,198		40,032
Auspex Pharmaceuticals, Inc.	764,100		17,017
Biogen Idec, Inc. (a)	8,184,999		2,580,812
CSL Ltd.	463,962		29,115
Gilead Sciences, Inc. (a)	14,337,302		1,188,706
Karyopharm Therapeutics, Inc.	503,900		23,457
Ligand Pharmaceuticals, Inc. Class B (a)	161,500		10,060
Synageva BioPharma Corp. (a)	153,409		16,077
			4,218,858
Health Care Equipment & Supplies - 1.1%
Becton, Dickinson & Co.	91,400		10,813
Boston Scientific Corp. (a)	23,558,967		300,848
C.R. Bard, Inc.	443,317		63,399
Covidien PLC	1,190,978		107,402
DexCom, Inc. (a)	1,839,490		72,954
Medtronic, Inc.	3,290,117		209,778
Stryker Corp.	2,185,914		184,316
Zimmer Holdings, Inc.	2,130,900		221,315
			1,170,825
Health Care Providers & Services - 2.2%
Aetna, Inc.	1,400,719		113,570
AmerisourceBergen Corp.	4,670,709		339,374
Cardinal Health, Inc.	2,502,566		171,576
Cigna Corp.	682,235		62,745
Henry Schein, Inc. (a)	2,710,016		321,598
UnitedHealth Group, Inc.	14,704,299		1,202,076
WellPoint, Inc.	1,924,300		207,074
			2,418,013
Health Care Technology - 0.5%
Castlight Health, Inc. Class B	642,225		9,762
Cerner Corp. (a)	10,504,295		541,812
			551,574
Life Sciences Tools & Services - 1.1%
Eurofins Scientific SA	137,838		42,391
Illumina, Inc. (a)	423,127		75,545
Mettler-Toledo International, Inc. (a)(f)	2,201,108		557,277
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Thermo Fisher Scientific, Inc.	4,183,392		$ 493,640
Waters Corp. (a)	104,300		10,893
			1,179,746
Pharmaceuticals - 4.8%
AbbVie, Inc.	19,937,641		1,125,280
Actavis PLC (a)	1,402,829		312,901
Astellas Pharma, Inc.	13,067,000		171,838
Bayer AG	5,012,957		708,047
Bristol-Myers Squibb Co.	6,061,369		294,037
Forest Laboratories, Inc. (a)	2,077,179		205,641
Johnson & Johnson	18,383,372		1,923,268
Novo Nordisk A/S Series B	3,581,478		165,296
Ono Pharmaceutical Co. Ltd.	119,100		10,464
Shire PLC	905,900		71,062
Teva Pharmaceutical Industries Ltd. sponsored ADR	2,420,400		126,877
Theravance, Inc. (a)	1,137,225		33,867
Valeant Pharmaceuticals International (Canada) (a)	461,131		58,315
			5,206,893
TOTAL HEALTH CARE			14,745,909
INDUSTRIALS - 7.6%
Aerospace & Defense - 1.2%
AeroVironment, Inc. (a)	747,645		23,775
Honeywell International, Inc.	2,832,941		263,322
Lockheed Martin Corp.	65,300		10,496
Precision Castparts Corp.	1,110,238		280,224
The Boeing Co.	3,079,555		391,812
TransDigm Group, Inc.	30,100		5,035
United Technologies Corp.	3,040,356		351,009
			1,325,673
Air Freight & Logistics - 0.3%
FedEx Corp.	1,731,299		262,084
United Parcel Service, Inc. Class B	755,697		77,580
			339,664
Airlines - 0.4%
American Airlines Group, Inc.	2,584,982		111,051
Delta Air Lines, Inc.	539,400		20,886
Ryanair Holdings PLC sponsored ADR (a)	1,249,400		69,717
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Airlines - continued
Southwest Airlines Co.	5,661,838		$ 152,077
United Continental Holdings, Inc. (a)	2,452,378		100,719
			454,450
Building Products - 0.1%
Fortune Brands Home & Security, Inc.	946,135		37,779
Toto Ltd.	3,782,000		51,004
			88,783
Commercial Services & Supplies - 0.3%
Stericycle, Inc. (a)	2,640,817		312,726
Electrical Equipment - 0.1%
Generac Holdings, Inc.	1,785,237		87,012
Nidec Corp.	8,700		535
Rockwell Automation, Inc.	125,600		15,720
			103,267
Industrial Conglomerates - 1.6%
3M Co.	4,833,366		692,331
Danaher Corp.	13,413,194		1,056,021
			1,748,352
Machinery - 0.7%
Caterpillar, Inc.	504,100		54,781
Cummins, Inc.	919,500		141,870
Deere & Co.	338,900		30,687
Fanuc Corp.	143,600		24,798
Illinois Tool Works, Inc.	5,018,094		439,384
Kubota Corp.	1,250,000		17,738
PACCAR, Inc.	844,872		53,083
Xylem, Inc.	379,743		14,840
			777,181
Professional Services - 0.0%
Nielsen Holdings B.V.	221,200		10,708
Road & Rail - 2.4%
Canadian Pacific Railway Ltd.	6,828,709		1,237,110
Union Pacific Corp.	13,645,804		1,361,169
			2,598,279
Trading Companies & Distributors - 0.5%
Air Lease Corp.:
Class A (f)(g)	1,579,317		60,930
Class A (f)	6,177,767		238,338
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Bunzl PLC	460,000		$ 12,769
Noble Group Ltd.	75,700,000		83,173
W.W. Grainger, Inc.	438,731		111,556
			506,766
TOTAL INDUSTRIALS			8,265,849
INFORMATION TECHNOLOGY - 25.7%
Communications Equipment - 1.1%
F5 Networks, Inc. (a)	1,358,546		151,396
Palo Alto Networks, Inc. (a)	154,500		12,955
QUALCOMM, Inc.	12,569,792		995,528
			1,159,879
Electronic Equipment & Components - 1.0%
Amphenol Corp. Class A (f)	10,970,177		1,056,867
Avigilon Corp. (a)(e)	748,300		16,683
Keyence Corp.	25,900		11,326
Trimble Navigation Ltd. (a)	1,739,314		64,268
			1,149,144
Internet Software & Services - 11.1%
Akamai Technologies, Inc. (a)	2,458,289		150,103
Constant Contact, Inc. (a)(f)	1,800,635		57,818
Dropbox, Inc. (a)(i)	5,464,028		104,369
Facebook, Inc. Class A (a)	39,384,698		2,650,196
Google, Inc.:
Class A (a)	6,804,567		3,978,426
Class C (a)	6,946,267		3,996,048
Kakaku.com, Inc.	1,879,400		32,957
LinkedIn Corp. (a)	1,081,900		185,513
Naver Corp.	249,629		205,969
Tencent Holdings Ltd.	6,567,200		100,155
Yahoo!, Inc. (a)	17,609,866		618,635
			12,080,189
IT Services - 4.3%
Alliance Data Systems Corp. (a)	442,695		124,508
ASAC II LP (i)	39,494,500		606,280
CGI Group, Inc. Class A (sub. vtg.) (a)	2,351,447		83,344
Cognizant Technology Solutions Corp. Class A (a)	2,258,486		110,463
Computer Sciences Corp.	4,956,004		313,219
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Fidelity National Information Services, Inc.	3,462,639		$ 189,545
Fiserv, Inc. (a)	3,277,192		197,680
FleetCor Technologies, Inc. (a)	411,300		54,209
Gartner, Inc. Class A (a)	490,844		34,614
Global Payments, Inc.	399,956		29,137
MasterCard, Inc. Class A	17,417,985		1,279,699
Visa, Inc. Class A	7,891,210		1,662,757
			4,685,455
Semiconductors & Semiconductor Equipment - 1.0%
Analog Devices, Inc.	1,190,900		64,392
Avago Technologies Ltd.	2,617,107		188,615
Freescale Semiconductor, Inc. (a)	8,434,600		198,213
Integrated Device Technology, Inc. (a)	3,177,987		49,132
Intersil Corp. Class A	324,407		4,850
Marvell Technology Group Ltd.	7,548,253		108,166
Microchip Technology, Inc. (e)	969,200		47,307
Micron Technology, Inc. (a)	1,868,900		61,580
NXP Semiconductors NV (a)	1,782,406		117,960
RF Micro Devices, Inc. (a)	2,033,900		19,505
Samsung Electronics Co. Ltd.	98,778		129,036
Skyworks Solutions, Inc.	476,800		22,391
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	4,834,300		103,406
TriQuint Semiconductor, Inc. (a)	682,300		10,787
Xilinx, Inc.	211,939		10,027
			1,135,367
Software - 3.9%
Activision Blizzard, Inc.	5,725,495		127,679
Adobe Systems, Inc. (a)	5,801,602		419,804
Concur Technologies, Inc. (a)(e)	462,022		43,125
Microsoft Corp.	39,980,888		1,667,203
Oracle Corp.	2,060,300		83,504
salesforce.com, Inc. (a)	17,429,566		1,012,309
ServiceNow, Inc. (a)	4,768,684		295,468
The Rubicon Project, Inc.	309,084		3,969
Trion World Network, Inc.:
warrants 8/10/17 (a)(i)	124,282		0*
warrants 10/3/18 (a)(i)	181,908		0*
Ultimate Software Group, Inc. (a)	920,449		127,178
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Workday, Inc. Class A (a)	5,238,464		$ 470,728
Xero Ltd. (a)(e)	852,081		19,390
			4,270,357
Technology Hardware, Storage & Peripherals - 3.3%
Apple, Inc.	35,985,749		3,344,156
SanDisk Corp.	2,521,844		263,356
			3,607,512
TOTAL INFORMATION TECHNOLOGY			28,087,903
MATERIALS - 2.7%
Chemicals - 1.8%
CF Industries Holdings, Inc.	532,156		127,999
Ecolab, Inc.	4,418,494		491,955
Filtrona PLC	5,092,009		66,535
LyondellBasell Industries NV Class A	707,456		69,083
Monsanto Co.	2,465,349		307,528
PPG Industries, Inc.	3,135,705		658,968
Sherwin-Williams Co.	1,230,105		254,521
Westlake Chemical Corp.	297,167		24,891
			2,001,480
Construction Materials - 0.1%
Eagle Materials, Inc.	862,579		81,324
Containers & Packaging - 0.1%
Ball Corp.	551,800		34,587
Packaging Corp. of America	508,500		36,353
Rock-Tenn Co. Class A	547,401		57,800
Sealed Air Corp.	312,400		10,675
			139,415
Metals & Mining - 0.7%
B2Gold Corp. (a)(f)	44,839,182		130,687
B2Gold Corp. (a)(f)(g)	5,846,819		17,041
Franco-Nevada Corp.	4,751,088		272,718
Glencore Xstrata PLC	10,010,042		55,771
Ivanhoe Mines Ltd. (a)(f)	22,759,500		29,008
Ivanhoe Mines Ltd. (f)(g)	16,068,594		20,480
Ivanhoe Mines Ltd. Class A warrants 12/10/15 (a)(f)(g)	22,759,500		4,266
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
POSCO	50,000		$ 14,938
Tahoe Resources, Inc. (a)(f)	7,397,548		193,700
			738,609
TOTAL MATERIALS			2,960,828
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
SoftBank Corp.	863,100		64,321
T-Mobile U.S., Inc. (a)	3,260,500		109,618
			173,939
UTILITIES - 0.0%
Multi-Utilities - 0.0%
YTL Corp. Bhd	7,714,826		3,892
TOTAL COMMON STOCKS (Cost $59,402,046)		105,294,768
Convertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.0%
Diversified Consumer Services - 0.0%
Airbnb, Inc. Series D (i)	192,939		23,565
Media - 0.0%
Glam Media, Inc. Series M-1, 8.00% (a)(i)	1,228,555		6,376
TOTAL CONSUMER DISCRETIONARY			29,941
HEALTH CARE - 0.1%
Biotechnology - 0.1%
Intarcia Therapeutics, Inc. (a)(i)	2,100,446		68,033
INFORMATION TECHNOLOGY - 0.4%
Internet Software & Services - 0.3%
Dropbox, Inc.:
Series A (a)(i)	1,260,898		24,085
Series C (i)	698,385		13,340
Pinterest, Inc. (a)(i)	691,144		11,739
Convertible Preferred Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Pinterest, Inc. Series E, 8.00% (i)	10,968,216		$ 186,297
Uber Technologies, Inc. 8.00% (i)	1,217,229		75,532
			310,993
Software - 0.1%
Cloudera, Inc. Series F (i)	1,316,883		21,650
Mobileye NV Series F (i)	1,660,543		57,953
Trion World Network, Inc.:
8.00% (a)(i)	333,435		604
Series C, 8.00% (a)(i)	3,950,196		7,150
Series C-1, 8.00% (a)(i)	310,705		562
			87,919
Technology Hardware, Storage & Peripherals - 0.0%
Pure Storage, Inc. Series E (i)	2,007,356		31,567
TOTAL INFORMATION TECHNOLOGY			430,479
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $465,841)		528,453

Corporate Bonds - 0.0%
		Principal Amount (000s) (d)
Convertible Bonds - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
Trion World Network, Inc. 15% 10/10/15 pay-in-kind (i)		$ 1,126		1,126
Nonconvertible Bonds - 0.0%
FINANCIALS - 0.0%
Banks - 0.0%
Bank of Ireland 10% 7/30/16	EUR	13,686		20,802
TOTAL CORPORATE BONDS (Cost $19,113)			21,928

Money Market Funds - 4.2%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	3,679,935,914		$ 3,679,936
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	900,776,910		900,777
TOTAL MONEY MARKET FUNDS (Cost $4,580,713)		4,580,713
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $64,467,713)			110,425,862
NET OTHER ASSETS (LIABILITIES) - (1.2)%			(1,327,140)
NET ASSETS - 100%		$ 109,098,722

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

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

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

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

(f) Affiliated company

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Airbnb, Inc. Series D	4/16/14	$ 23,565
ASAC II LP	10/10/13	$ 394,945
Cloudera, Inc. Series F	2/5/14	$ 19,174
Dropbox, Inc.	5/2/12	$ 49,445
Dropbox, Inc. Series A	5/29/12	$ 11,410
Dropbox, Inc. Series C	1/30/14	$ 13,340
Glam Media, Inc. Series M-1, 8.00%	3/19/08	$ 22,464
Intarcia Therapeutics, Inc.	11/14/12	$ 28,629
Legend Pictures LLC	9/23/10 - 12/18/12	$ 57,827
Metro Bank PLC Class A	12/8/09 - 12/6/13	$ 80,047
Mobileye NV Series F	8/15/13	$ 57,953
Pinterest, Inc.	5/15/14	$ 11,739
Pinterest, Inc. Series E, 8.00%	10/23/13	$ 159,376
Pure Storage, Inc. Series E	8/22/13	$ 13,914
Trion World Network, Inc. warrants 8/10/17	8/10/10	$ 0*
Security	Acquisition Date	Acquisition Cost (000s)
Trion World Network, Inc. warrants 10/3/18	10/10/13	$ 0*
Trion World Network, Inc. 8.00%	3/20/13	$ 1,754
Trion World Network, Inc. Series C, 8.00%	8/22/08	$ 21,691
Trion World Network, Inc. Series C-1, 8.00%	8/10/10	$ 1,706
Trion World Network, Inc. 15% 10/10/15 pay-in-kind	10/10/13	$ 1,126
Uber Technologies, Inc.	6/6/14	$ 75,532
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 41,234

* Amount represents less than $1,000

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 2,157
Fidelity Securities Lending Cash Central Fund	2,081
Total	$ 4,238

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Air Lease Corp. Class A (144A)	$ 50,489	$ -	$ 1,646*	$ 95	$ 60,930
Air Lease Corp. Class A	144,090	96,233	31,225*	294	238,338
Amphenol Corp. Class A	905,079	119,998	42,014*	4,243	1,056,867
B2Gold Corp.	97,255	23,121	30,616*	-	130,687
B2Gold Corp. (144A)	12,006	-	8*	-	17,041
Chipotle Mexican Grill, Inc.	909,505	55,673	61,279*	-	1,000,788
Concur Technologies, Inc.	395,008	-	314,276*	-	-
Constant Contact, Inc.	50,523	16,832	8,749*	-	57,818
Cornerstone OnDemand, Inc.	141,270	4,590	138,411*	-	-
Discovery Communications, Inc. Class A	1,312,435	-	544,021*	-	-
Dunkin' Brands Group, Inc.	344,509	-	48,143*	3,217	279,217
Five Below, Inc.	168,373	-	144,688*	-	-
Ivanhoe Mines Ltd.	-	28,008	-	-	29,008
Ivanhoe Mines Ltd. (144A)	28,303	-	15*	-	20,480
Ivanhoe Mines Ltd. Class A Warrants 12/10/15	-	3,314	-	-	4,266
Metro Bank PLC rights	-	-	-	-	-
Metro Bank PLC Class A	100,762	-	-	-	104,136
Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Mettler-Toledo International, Inc.	$ 596,249	$ 22,299	$ 80,819*	$ -	$ 557,277
NetSuite, Inc.	403,365	10,542	355,579*	-	-
Noble Energy, Inc.	2,392,270	-	100,819*	11,061	2,605,268
ServiceNow, Inc.	382,280	58,502	157,846*	-	-
Tableau Software, Inc.	82,296	11,366	91,180*	-	-
Tahoe Resources, Inc.	34,598	2,894	3,804*	-	193,700
TJX Companies, Inc.	2,598,713	12,242	545,555*	12,232	-
TripAdvisor, Inc.	721,785	67,819	111,959*	-	899,326
Total	$ 11,871,163	$ 533,433	$ 2,812,652	$ 31,142	$ 7,255,147

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

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 18,710,153	$ 18,557,340	$ 24,058	$ 128,755
Consumer Staples	7,936,954	7,936,954	-	-
Energy	7,102,713	7,102,713	-	-
Financials	17,336,569	16,689,518	542,915	104,136
Health Care	14,813,942	14,327,249	418,660	68,033
Industrials	8,265,849	8,171,774	94,075	-
Information Technology	28,518,382	27,332,971	44,283	1,141,128
Materials	2,960,828	2,945,890	14,938	-
Telecommunication Services	173,939	109,618	64,321	-
Utilities	3,892	3,892	-	-
Corporate Bonds	21,928	-	20,802	1,126
Money Market Funds	4,580,713	4,580,713	-	-
Total Investments in Securities:	$ 110,425,862	$ 107,758,632	$ 1,224,052	$ 1,443,178

Valuation Inputs at Reporting Date:

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

(Amounts in thousands)
Investments in Securities:
Equities - Information Technology
Beginning Balance	$ 777,346
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	243,997
Cost of Purchases	119,785
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 1,141,128
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 243,997
Other Investments in Securities
Beginning Balance	$ 246,312
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	32,173
Cost of Purchases	23,565
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 302,050
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at June 30, 2014	$ 32,173

The information used in the above reconciliations represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and proceeds of sales includes securities delivered through unaffiliated in-kind transactions. See Note 4 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliations are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2014

Assets
Investment in securities, at value (including securities loaned of $884,882) - See accompanying schedule: Unaffiliated issuers (cost $56,842,440)	$ 98,590,002
Fidelity Central Funds (cost $4,580,713)	4,580,713
Other affiliated issuers (cost $3,044,560)	7,255,147
Total Investments (cost $64,467,713)		$ 110,425,862
Cash		642
Foreign currency held at value (cost $27)		27
Receivable for investments sold		262,454
Receivable for fund shares sold		54,713
Dividends receivable		55,292
Interest receivable		4,684
Distributions receivable from Fidelity Central Funds		660
Receivable from investment adviser for expense reductions		295
Other receivables		3,111
Total assets		110,807,740

Liabilities
Payable for investments purchased	$ 185,554
Payable for fund shares redeemed	562,847
Accrued management fee	45,624
Other affiliated payables	10,828
Other payables and accrued expenses	3,388
Collateral on securities loaned, at value	900,777
Total liabilities		1,709,018

Net Assets		$ 109,098,722
Net Assets consist of:
Paid in capital		$ 56,003,791
Undistributed net investment income		102,669
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		7,033,947
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		45,958,315
Net Assets		$ 109,098,722

Contrafund: Net Asset Value, offering price and redemption price per share ($76,149,217 ÷ 766,535 shares)		$ 99.34

Class K: Net Asset Value, offering price and redemption price per share ($32,949,505 ÷ 331,748 shares)		$ 99.32

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended June 30, 2014

Investment Income
Dividends (including $31,142 earned from other affiliated issuers)		$ 496,218
Interest		1,027
Income from Fidelity Central Funds		4,238
Total income		501,483

Expenses
Management fee Basic fee	$ 300,357
Performance adjustment	(7,320)
Transfer agent fees	63,377
Accounting and security lending fees	1,804
Custodian fees and expenses	731
Independent trustees' compensation	219
Appreciation in deferred trustee compensation account	1
Registration fees	333
Audit	131
Legal	107
Miscellaneous	480
Total expenses before reductions	360,220
Expense reductions	(1,875)	358,345
Net investment income (loss)		143,138
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	6,357,805
Other affiliated issuers	1,016,620
Foreign currency transactions	(682)
Total net realized gain (loss)		7,373,743
Change in net unrealized appreciation (depreciation) on: Investment securities	(2,863,989)
Assets and liabilities in foreign currencies	47
Total change in net unrealized appreciation (depreciation)		(2,863,942)
Net gain (loss)		4,509,801
Net increase (decrease) in net assets resulting from operations		$ 4,652,939

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2014	Year ended December 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 143,138	$ 391,530
Net realized gain (loss)	7,373,743	8,899,671
Change in net unrealized appreciation (depreciation)	(2,863,942)	19,322,034
Net increase (decrease) in net assets resulting from operations	4,652,939	28,613,235
Distributions to shareholders from net investment income	-	(174,645)
Distributions to shareholders from net realized gain	(1,118,671)	(7,910,259)
Total distributions	(1,118,671)	(8,084,904)
Share transactions - net increase (decrease)	(5,380,040)	6,003,109
Total increase (decrease) in net assets	(1,845,772)	26,531,440

Net Assets
Beginning of period	110,944,494	84,413,054
End of period (including undistributed net investment income of $102,669 and accumulated net investment loss of $40,469, respectively)	$ 109,098,722	$ 110,944,494

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

Semiannual Report

Financial Highlights - Contrafund

	Six months ended June 30,	Years ended December 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 96.14	$ 77.57	$ 67.45	$ 67.73	$ 58.28	$ 45.26
Income from Investment Operations
Net investment income (loss)^D	.11	.33	.30	.04	(.02)	.11
Net realized and unrealized gain (loss)	4.06	25.70	10.66	(.13)	9.86	13.11
Total from investment operations	4.17	26.03	10.96	(.09)	9.84	13.22
Distributions from net investment income	-	(.13)	(.19)^G	(.04)	(.01)	(.11)
Distributions from net realized gain	(.97)	(7.33)	(.65)^G	(.15)	(.38)	(.09)
Total distributions	(.97)	(7.46)	(.84)	(.19)	(.39)	(.20)^I
Net asset value, end of period	$ 99.34	$ 96.14	$ 77.57	$ 67.45	$ 67.73	$ 58.28
Total Return^{B, C}	4.39%	34.15%	16.26%	(.14)%	16.93%	29.23%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.69%^A	.67%	.74%	.81%	.92%	1.02%
Expenses net of fee waivers, if any	.69%^A	.67%	.74%	.81%	.92%	1.02%
Expenses net of all reductions	.69%^A	.66%	.74%	.81%	.91%	1.01%
Net investment income (loss)	.23%^A	.37%	.40%	.06%	(.03)%	.22%
Supplemental Data
Net assets, end of period (in millions)	$ 76,149	$ 74,962	$ 58,769	$ 54,677	$ 60,498	$ 57,225
Portfolio turnover rate^F	47%^{A, J}	46%	48%	55%	46%	58%