N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2737

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

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

April 30

 

 

Date of reporting period:

October 31, 2008

Item 1. Reports to Stockholders

Fidelity®
Capital & Income
Fund

Semiannual Report

October 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Turmoil has been the watchword for the world's securities markets in 2008, with domestic and international stocks down sharply amid the global credit squeeze. A flight to quality boosted returns for U.S. Treasuries, one of the few asset classes with positive results heading into the latter stages of the year. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2008 to October 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2008

Ending
Account Value
October 31, 2008

Expenses Paid
During Period
*
May 1, 2008
to October 31, 2008

Actual

.76%

$ 1,000.00

$ 743.60

$ 3.34

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,021.37

$ 3.87

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

Semiannual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

EchoStar Communications Corp.

2.3

2.1

Freescale Semiconductor, Inc.

2.2

2.9

Freeport-McMoRan Copper & Gold, Inc.

2.0

1.0

MGM Mirage, Inc.

1.8

0.3

Sprint Capital Corp.

1.5

0.0

 

9.8

 

Top Five Market Sectors as of October 31, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Telecommunications

11.1

9.4

Technology

9.0

10.2

Energy

8.5

9.8

Cable TV

5.9

4.9

Electric Utilities

5.9

5.7

Quality Diversification (% of fund's net assets)

As of October 31, 2008

As of April 30, 2008

fid63

AAA,AA,A 0.1%

 

fid63

AAA,AA,A 0.2%

 

fid66

BBB 6.6%

 

fid66

BBB 5.0%

 

fid69

BB 17.1%

 

fid69

BB 14.4%

 

fid72

B 30.2%

 

fid72

B 29.4%

 

fid75

CCC,CC,C 21.5%

 

fid75

CCC,CC,C 20.1%

 

fid78

Not Rated 2.5%

 

fid78

Not Rated 2.4%

 

fid81

Equities 7.5%

 

fid81

Equities 13.7%

 

fid84

Short-Term
Investments and
Net Other Assets 14.5%

 

fid84

Short-Term
Investments and
Net Other Assets 14.8%

 


fid87

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ® ratings.

Asset Allocation (% of fund's net assets)

As of October 31, 2008 *

As of April 30, 2008 **

fid63

Nonconvertible
Bonds 64.6%

 

fid63

Nonconvertible
Bonds 62.0%

 

fid91

Convertible Bonds, Preferred Stocks 0.7%

 

fid91

Convertible Bonds, Preferred Stocks 0.6%

 

fid94

Common Stocks 7.4%

 

fid94

Common Stocks 13.2%

 

fid75

Floating Rate Loans 12.8%

 

fid75

Floating Rate Loans 9.4%

 

fid84

Short-Term
Investments and
Net Other Assets 14.5%

 

fid84

Short-Term
Investments and
Net Other Assets 14.8%

 

* Foreign investments

12.2%

 

** Foreign investments

12.0%

 


fid101

Semiannual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Corporate Bonds - 65.2%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 0.6%

Technology - 0.6%

Advanced Micro Devices, Inc.:

5.75% 8/15/12

$ 24,040

$ 10,007

6% 5/1/15

99,390

32,679

ON Semiconductor Corp. 0% 4/15/24

840

632

Spansion, Inc. 2.25% 6/15/16 (h)

13,080

1,962

 

45,280

Nonconvertible Bonds - 64.6%

Aerospace - 0.9%

Alion Science & Technology Corp. 10.25% 2/1/15

3,790

2,085

Hexcel Corp. 6.75% 2/1/15

10,710

8,568

Orbimage Holdings, Inc. 12.6538% 7/1/12 (i)

8,010

7,690

Sequa Corp.:

11.75% 12/1/15 (h)

52,415

32,497

13.5% 12/1/15 pay-in-kind (h)

18,065

9,890

 

60,730

Air Transportation - 0.9%

Continental Airlines, Inc. pass-thru trust certificates 6.903% 4/19/22

4,070

2,279

Delta Air Lines, Inc.:

7.9% 12/15/09 (a)

69,605

870

10% 8/15/49 (a)

6,280

79

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

49,691

33,293

8.021% 8/10/22

25,681

14,381

Northwest Airlines Corp. 10% 2/1/09 (a)

8,210

82

Northwest Airlines, Inc.:

7.875% 3/15/08 (a)

5,910

30

8.875% 6/1/06 (a)

5,900

59

Northwest Airlines, Inc. pass-thru trust certificates:

7.027% 11/1/19

11,970

7,182

8.028% 11/1/17

5,560

3,114

 

61,369

Automotive - 2.1%

Affinia Group, Inc. 9% 11/30/14

10,625

6,375

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Automotive - continued

Ford Motor Co.:

6.5% 8/1/18

$ 16,915

$ 4,905

7.125% 11/15/25

875

201

7.4% 11/1/46

5,545

1,331

7.45% 7/16/31

45,750

14,411

7.5% 8/1/26

2,500

650

8.875% 1/15/22

4,745

1,376

8.9% 1/15/32

2,125

574

Ford Motor Credit Co. LLC:

7% 10/1/13

6,930

3,839

7.25% 10/25/11

13,090

7,925

7.375% 10/28/09

9,860

8,184

7.375% 2/1/11

3,465

2,156

7.8% 6/1/12

17,420

9,755

8% 12/15/16

15,140

8,327

General Motors Acceptance Corp.:

6.875% 8/28/12

7,610

4,165

7% 2/1/12

25,010

14,014

General Motors Corp.:

6.75% 5/1/28

15,110

3,551

7.125% 7/15/13

17,730

6,028

7.4% 9/1/25

18,905

4,915

7.7% 4/15/16

10,570

3,065

8.25% 7/15/23

26,615

8,517

8.375% 7/15/33

3,305

1,074

8.8% 3/1/21

9,250

2,683

GMAC LLC:

6% 4/1/11

24,210

13,638

6.625% 5/15/12

10,555

5,805

TRW Automotive, Inc.:

7% 3/15/14 (h)

1,365

805

7.25% 3/15/17 (h)

960

552

Visteon Corp. 7% 3/10/14

53,165

10,101

 

148,922

Broadcasting - 1.2%

Clear Channel Communications, Inc.:

4.9% 5/15/15

19,550

4,399

5.5% 9/15/14

26,615

5,988

5.5% 12/15/16

12,535

2,758

5.75% 1/15/13

15,185

3,189

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Broadcasting - continued

Clear Channel Communications, Inc.: - continued

6.875% 6/15/18

$ 14,155

$ 3,185

7.25% 10/15/27

16,075

3,376

10.75% 8/1/16 (h)

84,300

32,456

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (h)

15,770

14,035

10.375% 9/1/14 (h)

17,085

15,291

 

84,677

Building Materials - 0.7%

Coleman Cable, Inc. 9.875% 10/1/12

5,190

3,633

General Cable Corp. 7.125% 4/1/17

3,350

2,245

Nortek, Inc.:

8.5% 9/1/14

56,030

20,171

10% 12/1/13

24,385

17,923

NTK Holdings, Inc. 0% 3/1/14 (e)

32,360

6,957

 

50,929

Cable TV - 5.1%

CCO Holdings LLC/CCO Holdings Capital Corp. 8.75% 11/15/13

31,875

21,038

Charter Communications Holdings I LLC/Charter Communications Holdings I Capital Corp.:

11% 10/1/15

92,943

41,824

11% 10/1/15

1,720

774

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp.:

Series B, 10.25% 9/15/10

50,780

35,419

10.25% 9/15/10

4,595

3,171

10.25% 10/1/13

29,130

18,061

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

8.375% 4/30/14 (h)

11,345

8,253

10.875% 9/15/14 (h)

19,720

15,973

CSC Holdings, Inc.:

6.75% 4/15/12

8,785

7,555

7.625% 7/15/18

29,223

20,968

7.875% 2/15/18

19,375

13,950

EchoStar Communications Corp.:

6.625% 10/1/14

34,270

27,245

7% 10/1/13

16,420

13,588

7.125% 2/1/16

149,090

118,875

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Cable TV - continued

iesy Repository GmbH 10.375% 2/15/15 (h)

$ 4,660

$ 4,194

Videotron Ltd. 6.875% 1/15/14

3,630

2,977

 

353,865

Capital Goods - 0.4%

Blount, Inc. 8.875% 8/1/12

6,070

5,190

Chart Industries, Inc. 9.125% 10/15/15

4,970

4,473

RBS Global, Inc. / Rexnord Corp.:

8.875% 9/1/16

6,615

4,333

9.5% 8/1/14

18,160

12,712

Sensus Metering Systems, Inc. 8.625% 12/15/13

3,760

3,083

 

29,791

Chemicals - 2.0%

Georgia Gulf Corp.:

7.125% 12/15/13

6,360

2,544

9.5% 10/15/14

47,825

20,565

Huntsman LLC 11.625% 10/15/10

2,465

2,342

MacDermid, Inc. 9.5% 4/15/17 (h)

2,460

1,328

Momentive Performance Materials, Inc.:

9.75% 12/1/14

91,790

50,943

10.875% 12/1/14 pay-in-kind (i)

30,780

13,198

11.5% 12/1/16

95,860

40,261

Sterling Chemicals, Inc. 10.25% 4/1/15

7,980

7,661

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. 9.5% 12/1/12

16,110

3,544

 

142,386

Consumer Products - 0.3%

ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13

710

554

Elizabeth Arden, Inc. 7.75% 1/15/14

2,790

2,616

Hines Nurseries, Inc. 10.25% 10/1/11

2,480

248

Reddy Ice Holdings, Inc. 10.5% 11/1/12 (f)

15,460

12,523

Riddell Bell Holdings, Inc. 8.375% 10/1/12

3,450

2,536

 

18,477

Containers - 1.3%

AEP Industries, Inc. 7.875% 3/15/13

2,780

1,612

Berry Plastics Holding Corp.:

8.875% 9/15/14

55,800

28,458

10.25% 3/1/16

19,510

8,097

BWAY Corp. 10% 10/15/10

9,210

7,829

Constar International, Inc. 11% 12/1/12

11,545

1,963

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Containers - continued

Crown Cork & Seal, Inc.:

7.375% 12/15/26

$ 2,469

$ 1,630

7.5% 12/15/96

17,610

11,270

8% 4/15/23

6,295

4,658

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

4,220

3,671

8.25% 5/15/13

10,790

10,035

Solo Cup Co. 8.5% 2/15/14

10,300

6,901

Vitro SAB de CV:

8.625% 2/1/12

4,980

1,569

9.125% 2/1/17

10,510

3,311

 

91,004

Diversified Financial Services - 0.9%

ACE Cash Express, Inc. 10.25% 10/1/14 (h)

6,080

2,858

Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12

2,035

1,689

Sprint Capital Corp. 8.75% 3/15/32

89,610

58,695

 

63,242

Diversified Media - 0.6%

Affinion Group, Inc. 11.5% 10/15/15

12,915

7,749

CanWest Media, Inc. 8% 9/15/12

4,040

2,505

Liberty Media Corp.:

8.25% 2/1/30

20,315

11,161

8.5% 7/15/29

13,600

7,608

Nielsen Finance LLC/Nielsen Finance Co. 0% 8/1/16 (e)

31,690

12,359

 

41,382

Electric Utilities - 4.4%

AES Corp.:

7.75% 10/15/15

28,380

21,924

8% 10/15/17

71,000

54,315

AES Gener SA 7.5% 3/25/14

14,980

13,931

Aquila, Inc. 11.875% 7/1/12 (f)(i)

7,225

6,647

Chivor SA E.S.P. 9.75% 12/30/14 (h)

11,230

9,209

Edison Mission Energy:

7.5% 6/15/13

25,210

20,168

7.75% 6/15/16

23,125

18,500

Energy Future Holdings:

10.875% 11/1/17 (h)

29,715

23,178

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Electric Utilities - continued

Energy Future Holdings: - continued

11.25% 11/1/17 pay-in-kind (h)(i)

$ 40,880

$ 26,776

Intergen NV 9% 6/30/17 (h)

43,300

35,939

NRG Energy, Inc.:

7.25% 2/1/14

3,570

3,115

7.375% 2/1/16

6,520

5,640

Reliant Energy, Inc.:

7.625% 6/15/14

23,345

17,509

7.875% 6/15/17

5,095

3,821

Tenaska Alabama Partners LP 7% 6/30/21 (h)

5,006

3,804

Texas Competitive Electric Holdings Co. LLC:

Series A, 10.25% 11/1/15 (h)

36,245

28,271

Series B, 10.25% 11/1/15 (h)

17,815

13,896

Utilicorp United, Inc. 7.95% 2/1/11 (f)

175

158

 

306,801

Energy - 5.6%

ANR Pipeline, Inc. 7.375% 2/15/24

9,540

7,727

Atlas Energy Operating Co. LLC/Financing Corp. 10.75% 2/1/18 (h)

21,260

14,351

Atlas Pipeline Partners LP 8.125% 12/15/15

4,940

3,483

Berry Petroleum Co. 8.25% 11/1/16

13,210

8,520

Chaparral Energy, Inc.:

8.5% 12/1/15

22,100

10,829

8.875% 2/1/17

17,790

8,717

Chesapeake Energy Corp.:

6.5% 8/15/17

38,930

29,100

6.875% 11/15/20

12,985

9,187

7.5% 9/15/13

2,000

1,680

7.625% 7/15/13

19,570

16,635

Colorado Interstate Gas Co. 6.8% 11/15/15

22,370

18,933

Complete Production Services, Inc. 8% 12/15/16

11,475

8,033

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (h)

23,830

15,728

Enron Corp.:

Series A, 8.375% 5/23/05 (d)

15,020

75

6.4% 7/15/06 (d)

3,270

8

6.625% 11/15/05 (d)

13,290

33

6.725% 11/17/08 (d)(i)

4,095

41

6.75% 8/1/09 (d)

3,320

8

6.875% 10/15/07 (d)

8,050

20

6.95% 7/15/28 (d)

7,270

73

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Enron Corp.: - continued

7.125% 5/15/07 (d)

$ 1,390

$ 3

7.375% 5/15/19 (d)

8,400

21

7.875% 6/15/03 (d)

1,390

3

9.125% 4/1/03 (d)

285

1

9.875% 6/5/03 (d)

1,268

3

EXCO Resources, Inc. 7.25% 1/15/11

3,410

2,728

Harvest Operations Corp. 7.875% 10/15/11

5,620

4,046

Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (h)

20,850

13,136

InterNorth, Inc. 9.625% 3/16/06 (d)

5,575

14

Mariner Energy, Inc. 8% 5/15/17

7,240

4,199

OPTI Canada, Inc. 7.875% 12/15/14

24,280

14,568

Petrohawk Energy Corp.:

7.875% 6/1/15 (h)

38,950

26,389

9.125% 7/15/13

26,090

20,089

Petroleum Development Corp. 12% 2/15/18

21,910

19,281

Range Resources Corp. 7.375% 7/15/13

5,530

4,645

SandRidge Energy, Inc. 8.625% 4/1/15 pay-in-kind (i)

21,730

14,125

Southern Natural Gas Co.:

7.35% 2/15/31

35,553

26,072

8% 3/1/32

20,945

16,182

Southern Star Central Corp. 6.75% 3/1/16

6,870

5,943

Southwestern Energy Co. 7.5% 2/1/18 (h)

12,875

10,429

Targa Resources, Inc./Targa Resources Finance Corp. 8.5% 11/1/13

5,140

3,084

Tennessee Gas Pipeline Co.:

7% 10/15/28

9,810

7,054

7.5% 4/1/17

6,635

5,248

7.625% 4/1/37

7,450

5,466

8.375% 6/15/32

6,100

4,927

Venoco, Inc. 8.75% 12/15/11

15,355

11,248

W&T Offshore, Inc. 8.25% 6/15/14 (h)

28,470

19,929

 

392,014

Entertainment/Film - 0.1%

AMC Entertainment, Inc. 11% 2/1/16

10,730

8,477

Food and Drug Retail - 0.6%

Ahold Lease Series 2001 A1 pass thru trust certificates 7.82% 1/2/20

4,710

4,051

Rite Aid Corp.:

7.5% 3/1/17

16,115

10,193

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Food and Drug Retail - continued

Rite Aid Corp.: - continued

8.625% 3/1/15

$ 3,410

$ 1,211

9.375% 12/15/15

23,255

8,256

9.5% 6/15/17

29,570

10,793

10.375% 7/15/16

5,915

4,096

 

38,600

Food/Beverage/Tobacco - 0.3%

Leiner Health Products, Inc. 11% 6/1/12 (d)

2,870

144

Michael Foods, Inc. 8% 11/15/13

2,690

2,300

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

4,540

3,859

Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp.:

9.25% 4/1/15

1,930

1,409

10.625% 4/1/17

1,395

865

Smithfield Foods, Inc. 7.75% 7/1/17

15,280

9,550

 

18,127

Gaming - 2.9%

FireKeepers Development Authority 13.875% 5/1/15 (h)

7,760

5,199

MGM Mirage, Inc.:

5.875% 2/27/14

26,115

15,408

6.625% 7/15/15

46,855

27,176

6.75% 9/1/12

3,090

1,885

6.75% 4/1/13

24,735

14,841

6.875% 4/1/16

8,895

5,159

7.5% 6/1/16

68,095

40,176

7.625% 1/15/17

36,035

21,080

Mohegan Tribal Gaming Authority 6.875% 2/15/15

9,760

5,661

Scientific Games Corp. 6.25% 12/15/12

3,050

2,333

Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (h)

8,350

4,593

Station Casinos, Inc.:

6% 4/1/12

34,355

12,024

6.5% 2/1/14

58,215

6,258

6.625% 3/15/18

60,505

6,504

6.875% 3/1/16

64,220

6,904

7.75% 8/15/16

65,520

21,949

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (e)

4,965

993

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Gaming - continued

Virgin River Casino Corp./RBG LLC/B&BB, Inc.: - continued

9% 1/15/12

$ 2,645

$ 1,587

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/14 (h)

6,462

4,200

 

203,930

Healthcare - 4.6%

Bausch & Lomb, Inc. 9.875% 11/1/15 (h)

11,170

8,880

Bio-Rad Laboratories, Inc. 7.5% 8/15/13

13,300

10,640

Biomet, Inc. 10% 10/15/17

1,000

910

Cardinal Health 409, Inc. 9.5% 4/15/15 pay-in-kind (i)

59,725

34,641

CRC Health Group, Inc. 10.75% 2/1/16

7,690

4,230

DaVita, Inc. 6.625% 3/15/13

2,840

2,499

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11

7,530

5,026

HCA, Inc.:

9.125% 11/15/14

51,235

44,190

9.25% 11/15/16

68,270

57,859

9.625% 11/15/16 pay-in-kind (i)

5,225

4,219

Invacare Corp. 9.75% 2/15/15

7,340

6,496

Rural/Metro Corp. 9.875% 3/15/15

6,115

4,892

Senior Housing Properties Trust 7.875% 4/15/15

11,204

9,187

Skilled Healthcare Group, Inc. 11% 1/15/14

5,982

5,234

Sun Healthcare Group, Inc. 9.125% 4/15/15

1,550

1,318

Team Finance LLC/Health Finance Corp. 11.25% 12/1/13

12,530

10,024

Tenet Healthcare Corp.:

9.25% 2/1/15

8,965

7,374

9.875% 7/1/14

59,925

49,513

U.S. Oncology, Inc. 9% 8/15/12

6,330

5,064

Vanguard Health Holding Co. I, LLC 0% 10/1/15 (e)

2,985

2,358

Vanguard Health Holding Co. II, LLC 9% 10/1/14

33,250

26,268

VWR Funding, Inc. 10.25% 7/15/15

29,810

17,886

 

318,708

Homebuilding/Real Estate - 1.3%

BF Saul REIT 7.5% 3/1/14

12,505

11,129

K. Hovnanian Enterprises, Inc. 11.5% 5/1/13 (h)

1,530

1,247

Realogy Corp.:

10.5% 4/15/14

198,535

62,539

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Homebuilding/Real Estate - continued

Realogy Corp.: - continued

11.75% 4/15/14 pay-in-kind (i)

$ 19,710

$ 5,409

Rouse Co. LP/TRC, Inc. 6.75% 5/1/13 (h)

29,430

10,006

 

90,330

Hotels - 0.2%

Gaylord Entertainment Co.:

6.75% 11/15/14

6,620

4,502

8% 11/15/13

8,460

5,922

 

10,424

Leisure - 1.0%

Six Flags Operations, Inc. 12.25% 7/15/16 (h)

25,021

13,261

Six Flags, Inc.:

8.875% 2/1/10

42,285

25,371

9.625% 6/1/14

3,075

892

Town Sports International Holdings, Inc. 0% 2/1/14 (e)

19,749

17,083

Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10

8,135

6,345

Vail Resorts, Inc. 6.75% 2/15/14

13,540

10,494

 

73,446

Metals/Mining - 3.4%

Aleris International, Inc. 9% 12/15/14

12,670

4,371

America Rock Salt Co. LLC 9.5% 3/15/14

8,250

7,425

Drummond Co., Inc. 7.375% 2/15/16 (h)

11,870

6,885

FMG Finance Property Ltd.:

10% 9/1/13 (h)

17,490

12,068

10.625% 9/1/16 (h)

44,695

30,840

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

13,060

10,916

8.25% 4/1/15

20,280

16,072

8.375% 4/1/17

121,065

94,128

Massey Energy Co. 6.875% 12/15/13

18,850

15,363

Peabody Energy Corp.:

7.375% 11/1/16

26,690

22,420

7.875% 11/1/26

26,690

18,683

 

239,171

Paper - 0.5%

Abitibi-Consolidated, Inc. 13.75% 4/1/11 (h)

33,825

27,060

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Paper - continued

Glatfelter 7.125% 5/1/16

$ 2,400

$ 2,088

NewPage Corp. 9.0506% 5/1/12 (i)

8,670

5,896

 

35,044

Publishing/Printing - 1.4%

Cenveo Corp. 10.5% 8/15/16 (h)

13,585

11,479

Haights Cross Communications, Inc. 0% 8/15/11 (e)

9,350

5,143

Sun Media Corp. Canada 7.625% 2/15/13

10,365

8,603

The Reader's Digest Association, Inc. 9% 2/15/17

14,730

4,419

TL Acquisitions, Inc. 10.5% 1/15/15 (h)

117,815

70,100

 

99,744

Railroad - 0.5%

Kansas City Southern de Mexico, SA de CV:

7.375% 6/1/14

8,690

6,952

7.625% 12/1/13

7,670

6,136

Kansas City Southern Railway Co. 7.5% 6/15/09

7,655

7,349

TFM SA de CV 9.375% 5/1/12

16,130

13,549

 

33,986

Restaurants - 0.3%

Carrols Corp. 9% 1/15/13

14,495

8,407

OSI Restaurant Partners, Inc. 10% 6/15/15

65,750

15,123

 

23,530

Services - 2.2%

FTI Consulting, Inc.:

7.625% 6/15/13

3,280

3,137

7.75% 10/1/16

5,990

5,556

Iron Mountain, Inc.:

6.625% 1/1/16

33,965

27,172

7.75% 1/15/15

26,235

22,562

8.625% 4/1/13

6,225

5,680

8.75% 7/15/18

38,365

32,802

JohnsonDiversey Holdings, Inc. 10.67% 5/15/13

28,735

25,862

Mac-Gray Corp. 7.625% 8/15/15

3,040

2,926

MediMedia USA, Inc. 11.375% 11/15/14 (h)

3,780

3,024

NCO Group, Inc. 11.875% 11/15/14

9,865

6,116

Penhall International Corp. 12% 8/1/14 (h)

6,510

2,930

West Corp. 9.5% 10/15/14

40,480

19,026

 

156,793

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Shipping - 0.9%

Navios Maritime Holdings, Inc. 9.5% 12/15/14

$ 20,280

$ 11,762

Seabulk International, Inc. 9.5% 8/15/13

17,020

17,084

Ship Finance International Ltd. 8.5% 12/15/13

30,655

24,831

Ultrapetrol (Bahamas) Ltd. 9% 11/24/14

8,485

6,109

US Shipping Partners LP 13% 8/15/14

13,660

4,098

 

63,884

Specialty Retailing - 0.6%

Claire's Stores, Inc.:

9.25% 6/1/15

10,255

3,179

10.375% 6/1/15 pay-in-kind (i)

16,060

2,183

Michaels Stores, Inc.:

0% 11/1/16 (e)

2,020

364

10% 11/1/14

62,970

28,337

11.375% 11/1/16

30,070

10,224

 

44,287

Steels - 0.9%

CSN Islands VIII Corp. 9.75% 12/16/13 (h)

11,805

10,743

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

8,695

8,695

Gerdau SA 8.875% (h)

11,345

7,942

International Steel Group, Inc. 6.5% 4/15/14

24,820

20,352

Ispat Inland ULC 9.75% 4/1/14

5,094

4,941

RathGibson, Inc. 11.25% 2/15/14

11,220

7,574

 

60,247

Super Retail - 0.1%

Toys 'R' US, Inc. 7.875% 4/15/13

14,035

8,772

Technology - 6.4%

Amkor Technology, Inc. 9.25% 6/1/16

23,585

13,797

Avago Technologies Finance Ltd.:

8.3106% 6/1/13 (i)

3,962

3,373

11.875% 12/1/15

25,080

20,315

Ceridian Corp.:

11.25% 11/15/15 (h)

19,320

11,978

12.25% 11/15/15 pay-in-kind (h)(i)

4,620

2,864

Freescale Semiconductor, Inc.:

8.875% 12/15/14

145,545

63,865

9.125% 12/15/14 pay-in-kind (i)

135,162

48,658

Lucent Technologies, Inc.:

6.45% 3/15/29

91,660

46,747

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Technology - continued

Lucent Technologies, Inc.: - continued

6.5% 1/15/28

$ 31,722

$ 16,178

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 6.0688% 12/15/11 (i)

3,295

494

New ASAT Finance Ltd. 9.25% 2/1/11

9,655

3,572

Nortel Networks Corp.:

9.0025% 7/15/11 (i)

16,300

8,761

10.125% 7/15/13

16,190

8,581

10.75% 7/15/16

16,300

8,558

10.75% 7/15/16 (h)

25,285

13,275

NXP BV:

7.875% 10/15/14

16,985

8,323

9.5% 10/15/15

77,045

26,388

Open Solutions, Inc. 9.75% 2/1/15 (h)

4,070

1,791

Spansion LLC 11.25% 1/15/16 (h)

20,560

3,701

SunGard Data Systems, Inc. 9.125% 8/15/13

24,240

20,119

Unisys Corp.:

8% 10/15/12

4,325

2,730

12.5% 1/15/16

15,080

10,518

Viasystems, Inc. 10.5% 1/15/11

23,140

19,669

Xerox Capital Trust I 8% 2/1/27

30,530

22,701

Xerox Corp.:

6.4% 3/15/16

18,000

11,879

7.625% 6/15/13

60,755

50,730

 

449,565

Telecommunications - 9.8%

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14

7,595

6,494

Citizens Communications Co.:

7.875% 1/15/27

12,690

5,869

9% 8/15/31

18,030

9,736

Cricket Communications, Inc.:

9.375% 11/1/14

51,775

41,420

9.375% 11/1/14

13,035

10,428

10% 7/15/15 (h)

20,960

17,606

Digicel Group Ltd.:

8.875% 1/15/15 (h)

34,835

19,508

9.125% 1/15/15 pay-in-kind (h)(i)

26,405

14,787

9.25% 9/1/12 (h)

8,355

6,600

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Telecommunications - continued

Hughes Network Systems LLC / HNS Finance Corp. 9.5% 4/15/14

$ 13,020

$ 11,067

Intelsat Bermuda Ltd. 12.5% 2/4/17 pay-in-kind (h)

114,925

64,693

Intelsat Corp.:

9.25% 8/15/14 (h)

24,885

21,214

9.25% 6/15/16 (h)

28,330

22,806

Intelsat Jackson Holdings Ltd.:

9.5% 6/15/16 (h)

91,522

76,878

11.5% 6/15/16 (h)

10,045

8,438

Intelsat Ltd. 11.25% 6/15/16

68,520

58,499

Intelsat Subsidiary Holding Co. Ltd.:

8.5% 1/15/13 (h)

23,830

20,494

8.875% 1/15/15 (h)

55,555

46,805

Kyivstar GSM 10.375% 8/17/09 (Issued by Dresdner Bank AG for Kyivstar GSM) (h)

5,320

5,214

Level 3 Financing, Inc.:

8.75% 2/15/17

8,130

3,862

12.25% 3/15/13

5,560

3,586

MetroPCS Wireless, Inc. 9.25% 11/1/14

62,800

52,281

Millicom International Cellular SA 10% 12/1/13

19,800

15,642

Nextel Communications, Inc.:

5.95% 3/15/14

66,445

35,880

7.375% 8/1/15

66,955

36,825

Nordic Telephone Co. Holdings ApS 8.875% 5/1/16 (h)

8,080

5,747

Sprint Capital Corp.:

6.875% 11/15/28

86,550

50,632

6.9% 5/1/19

1,330

938

U.S. West Communications 7.25% 10/15/35

4,605

2,763

Wind Acquisition Finance SA 10.75% 12/1/15 (h)

16,090

13,033

 

689,745

Textiles & Apparel - 0.2%

Levi Strauss & Co.:

8.875% 4/1/16

8,445

5,447

9.75% 1/15/15

7,365

5,524

 

10,971

TOTAL NONCONVERTIBLE BONDS

4,523,370

TOTAL CORPORATE BONDS

(Cost $6,819,560)

4,568,650

Common Stocks - 7.4%

Shares

Value (000s)

Air Transportation - 1.4%

Delta Air Lines, Inc. (a)(g)

8,692,782

$ 95,447

Automotive - 0.3%

Tenneco, Inc. (a)

1,294,500

6,356

The Goodyear Tire & Rubber Co. (a)

2,000,000

17,840

 

24,196

Cable TV - 0.3%

Comcast Corp. Class A

1,229,593

19,378

Liberty Global, Inc. Class A (a)

9,320

154

 

19,532

Capital Goods - 0.1%

Remy International, Inc. (a)

173,534

3,471

Chemicals - 0.2%

Celanese Corp. Class A

1,145,700

15,879

Sterling Chemicals, Inc. (a)

897

12

Sterling Chemicals, Inc. warrants 12/19/08 (a)

1,455

0

 

15,891

Containers - 0.0%

Trivest 1992 Special Fund Ltd. (a) (j)

11,400,000

0

Diversified Media - 0.0%

Discovery Communications, Inc. (a)

62,500

853

Discovery Communications, Inc. Class C (a)

62,500

833

 

1,686

Electric Utilities - 0.4%

AES Corp. (a)

3,100,000

24,707

Portland General Electric Co.

20,217

415

 

25,122

Energy - 2.6%

Chesapeake Energy Corp.

1,500,000

32,955

Forest Oil Corp. (a)

919,993

26,873

Hornbeck Offshore Services, Inc. (a)

950,070

22,612

Petrohawk Energy Corp. (a)

925,000

17,529

Valero Energy Corp.

1,025,000

21,095

Williams Companies, Inc.

2,850,000

59,765

 

180,829

Entertainment/Film - 0.0%

Ascent Media Corp. (a)

6,250

158

Food/Beverage/Tobacco - 0.0%

Centerplate, Inc. unit

1,033,875

2,895

Common Stocks - continued

Shares

Value (000s)

Gaming - 0.0%

Progressive Gaming International Corp. warrants 10/14/08 (a)(j)

535,456

$ 0

Virgin Media, Inc. warrants 1/10/11 (a)

35,177

1

 

1

Healthcare - 0.3%

Kinetic Concepts, Inc. (a)

1,000,000

24,210

Metals/Mining - 0.3%

Freeport-McMoRan Copper & Gold, Inc. Class B

660,000

19,206

Haynes International, Inc. (a)

147,429

3,731

Intermet Corp. (a)(j)

521,664

0

 

22,937

Publishing/Printing - 0.0%

R.H. Donnelley Corp. (a)(g)

350,000

298

Restaurants - 0.0%

Ruth's Chris Steak House, Inc. (a)

10,300

24

Shipping - 0.6%

Excel Maritime Carriers Ltd. (g)

1,500,000

17,160

Navios Maritime Holdings, Inc.

2,865,350

7,994

Ship Finance International Ltd. (NY Shares)

1,242,200

16,956

 

42,110

Technology - 0.1%

ASAT Holdings Ltd. warrants 2/1/11 (a)(j)

2,510,300

24

ON Semiconductor Corp. (a)

1,556,230

7,952

 

7,976

Telecommunications - 0.7%

American Tower Corp. Class A (a)

15,912

514

Level 3 Communications, Inc. (a)

18,708

20

NII Holdings, Inc. (a)

1,750,000

45,080

XO Holdings, Inc.:

Series A, warrants 1/16/10 (a)

70,124

1

Series B, warrants 1/16/10 (a)

52,628

1

Series C, warrants 1/16/10 (a)

52,628

1

 

45,617

Textiles & Apparel - 0.1%

Arena Brands Holding Corp. Class B (j)

659,302

4,285

TOTAL COMMON STOCKS

(Cost $847,855)

516,685

Preferred Stocks - 0.1%

Shares

Value (000s)

Convertible Preferred Stocks - 0.1%

Chemicals - 0.0%

Celanese Corp. 4.25%

30,500

$ 574

Textiles & Apparel - 0.1%

Arena Brands Holding Corp. Series B, 16.00% (j)

5,850

5,850

TOTAL CONVERTIBLE PREFERRED STOCKS

6,424

Nonconvertible Preferred Stocks - 0.0%

Cable TV - 0.0%

PTV, Inc. Series A, 10.00%

56,261

45

TOTAL PREFERRED STOCKS

(Cost $6,614)

6,469

Floating Rate Loans - 12.8%

 

Principal Amount (000s)

 

Aerospace - 0.0%

DeCrane Aircraft Holdings, Inc.:

Tranche 1LN, term loan 6.9575% 2/21/13 (i)

$ 389

284

Tranche 2LN, term loan 11.2075% 2/21/14 (i)

650

423

Wesco Aircraft Hardware Corp.:

Tranche 1LN, term loan 5.37% 9/29/13 (i)

671

523

Tranche 2LN, term loan 8.87% 3/28/14 (i)

250

188

 

1,418

Air Transportation - 0.4%

Delta Air Lines, Inc. Tranche 2LN, term loan 5.8313% 4/30/14 (i)

8,598

5,073

Northwest Airlines, Inc. term loan 5% 8/21/13 (i)

13,793

10,759

United Air Lines, Inc. Tranche B, term loan 5.6529% 2/1/14 (i)

26,415

15,057

 

30,889

Automotive - 2.2%

AM General LLC:

Tranche B, term loan 6.1908% 9/30/13 (i)

14,189

9,791

7.5875% 9/30/12 (i)

567

391

Ford Motor Co. term loan 7.59% 12/15/13 (i)

104,580

55,950

General Motors Corp. term loan 5.795% 11/29/13 (i)

102,126

58,212

Lear Corp. term loan 5.7477% 4/25/12 (i)

18,520

11,853

Navistar International Corp.:

term loan 6.4213% 1/19/12 (i)

10,802

7,345

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Automotive - continued

Navistar International Corp.: - continued

Credit-Linked Deposit 6.7225% 1/19/12 (i)

$ 3,928

$ 2,671

Visteon Corp. term loan 7.75% 6/13/13 (i)

30,075

11,429

 

157,642

Cable TV - 0.5%

Charter Communications Operating LLC Tranche B 1LN, term loan 5.3133% 3/6/14 (i)

43,800

32,412

Discovery Communications, Inc. term loan 5.7619% 5/14/14 (i)

5,333

4,426

 

36,838

Capital Goods - 0.2%

Chart Industries, Inc. Tranche B, term loan 5.25% 10/17/12 (i)

213

175

Dresser, Inc.:

Tranche 2LN, term loan 8.5569% 5/4/15 pay-in-kind (i)

21,030

12,618

Tranche B 1LN, term loan 5.0704% 5/4/14 (i)

2,688

1,909

Walter Industries, Inc. term loan 5.4854% 10/3/12 (i)

254

178

 

14,880

Chemicals - 0.1%

Celanese Holding LLC:

Revolving Credit-Linked Deposit 5.4263% 4/2/13 (i)

1,035

782

term loan 5.5525% 4/2/14 (i)

5,609

4,515

Momentive Performance Materials, Inc. Tranche B1, term loan 5.375% 12/4/13 (i)

4,601

3,589

 

8,886

Containers - 0.3%

Berry Plastics Holding Corp. Tranche C, term loan 4.7981% 4/3/15 (i)

24,448

17,847

Diversified Financial Services - 0.4%

DaimlerChrysler Financial Services:

Tranche 1LN, term loan 6.82% 8/3/12 (i)

27,830

18,924

Tranche 2LN, term loan 9.32% 8/3/13 (i)

19,850

8,536

 

27,460

Diversified Media - 0.0%

Advanstar, Inc. Tranche 2LN, term loan 8.7619% 11/30/14 (i)

1,970

493

Electric Utilities - 1.1%

NRG Energy, Inc.:

term loan 5.2619% 2/1/13 (i)

22,514

19,588

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Electric Utilities - continued

NRG Energy, Inc.: - continued

Credit-Linked Deposit 5.2619% 2/1/13 (i)

$ 11,061

$ 9,623

Texas Competitive Electric Holdings Co. LLC:

Tranche B1, term loan 6.6317% 10/10/14 (i)

40,525

31,913

Tranche B2, term loan 6.6586% 10/10/14 (i)

16,815

13,158

 

74,282

Energy - 0.3%

Coffeyville Resources LLC:

Credit-Linked Deposit 6.6325% 12/28/10 (i)

2,432

1,970

Tranche D, term loan 6.6319% 12/28/13 (i)

7,854

6,362

Compagnie Generale de Geophysique SA term loan 5.1459% 1/12/14 (i)

2,603

2,057

Helix Energy Solutions Group, Inc. term loan 6.1454% 7/1/13 (i)

3,054

2,444

Targa Resources, Inc./Targa Resources Finance Corp.:

Credit-Linked Deposit 5.7619% 10/31/12 (i)

2,252

1,666

term loan 5.9699% 10/31/12 (i)

3,943

2,918

Venoco, Inc. Tranche 2LN, term loan 6.8125% 5/7/14 (i)

2,100

1,680

 

19,097

Entertainment/Film - 0.1%

MGM Holdings II, Inc. Tranche B, term loan 7.0119% 4/8/12 (i)

9,545

4,486

Food and Drug Retail - 0.1%

Rite Aid Corp. Tranche ABL, term loan 5.0137% 6/4/14 (i)

14,318

10,739

Food/Beverage/Tobacco - 0.1%

Constellation Brands, Inc. Tranche B, term loan 4.5329% 6/5/13 (i)

4,785

4,115

Gaming - 0.0%

Green Valley Ranch Gaming LLC Tranche 1LN, term loan 4.75% 2/16/14 (i)

655

340

Healthcare - 0.9%

Bausch & Lomb, Inc. term loan:

4.7071% 4/26/15 (i)(k)

910

728

7.0119% 4/26/15 (i)

3,613

2,890

Community Health Systems, Inc.:

term loan 5.1611% 7/25/14 (i)

57,061

46,220

Tranche DD, term loan 7/25/14 (k)

2,919

2,364

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Healthcare - continued

Health Management Associates, Inc. Tranche B, term loan 5.5119% 2/28/14 (i)

$ 4,355

$ 3,092

VWR Funding, Inc. term loan 5.6713% 6/29/14 (i)

7,820

5,552

 

60,846

Homebuilding/Real Estate - 0.2%

Realogy Corp.:

Credit-Linked Deposit 6.9263% 10/10/13 (i)

3,100

1,953

Tranche B, term loan 6% 10/10/13 (i)

11,516

7,255

Tranche DD, term loan 6.8285% 10/10/13 (i)

8,970

5,651

 

14,859

Leisure - 0.3%

Six Flags, Inc. Tranche B, term loan 5.6876% 4/30/15 (i)

36,412

23,668

Metals/Mining - 0.4%

Aleris International, Inc. term loan 6.3125% 12/19/13 (i)

12,615

7,948

Novelis Corp. term loan 5.77% 7/6/14 (i)

24,875

17,661

 

25,609

Paper - 0.4%

Boise Paper Holdings LLC Tranche 2LN, term loan 10% 2/22/15 (i)

34,960

23,598

White Birch Paper Co. Tranche 1LN, term loan 6.52% 5/8/14 (i)

7,213

3,967

 

27,565

Publishing/Printing - 1.4%

Education Media and Publishing Group Ltd. Tranche 2LN, term loan 13.0163% 12/12/14 (i)

131,816

92,271

Idearc, Inc. term loan 5.7421% 11/17/14 (i)

15,775

6,626

 

98,897

Restaurants - 0.0%

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 5.0688% 6/14/13 (i)

207

103

term loan 5.25% 6/14/14 (i)

2,427

1,214

 

1,317

Services - 0.3%

Affinion Group Holdings, Inc. term loan 9.8675% 3/1/12 (i)

19,690

8,270

ARAMARK Corp.:

Credit-Linked Deposit 5.7869% 1/26/14 (i)

593

468

term loan 5.6369% 1/26/14 (i)

9,327

7,136

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Services - continued

Brand Energy & Infrastructure Services, Inc. Tranche 2LN, term loan 8.925% 2/7/15 (i)

$ 3,135

$ 2,069

Neff Corp. Tranche 2LN, term loan 6.3969% 11/30/14 (i)

4,230

1,777

 

19,720

Specialty Retailing - 0.3%

Michaels Stores, Inc. term loan 5.3477% 10/31/13 (i)

26,455

15,476

Toys 'R' US, Inc. term loan 6.72% 12/8/09 (i)

6,560

4,723

 

20,199

Technology - 1.9%

Affiliated Computer Services, Inc. Tranche B2, term loan 5.8097% 3/20/13 (i)

15,493

13,131

Flextronics International Ltd.:

Tranche B-A, term loan 6.1554% 10/1/14 (i)

27,308

20,208

Tranche B-A1, term loan 7.0688% 10/1/14 (i)

7,847

5,807

Tranche B-B, term loan 6.1325% 10/1/12 (i)

31,632

24,356

Freescale Semiconductor, Inc. term loan 5.47% 12/1/13 (i)

57,827

38,744

Kronos, Inc.:

Tranche 1LN, term loan 6.0119% 6/11/14 (i)

34,626

22,507

Tranche 2LN, term loan 9.5119% 6/11/15 (i)

8,615

6,031

Open Solutions, Inc. term loan 5.955% 1/23/14 (i)

1,084

542

 

131,326

Telecommunications - 0.6%

Leap Wireless International, Inc. Tranche B, term loan 7.2619% 6/16/13 (i)

2,659

2,247

MetroPCS Wireless, Inc. Tranche B, term loan 5.1757% 11/3/13 (i)

6,409

5,256

Wind Telecomunicazioni SpA:

term loan 11.7525% 12/12/11 pay-in-kind (i)

29,235

19,765

Tranche 2, term loan 11.473% 3/21/15 (i)

12,400

9,796

Tranche B, term loan 5.885% 9/21/13 (i)

5,570

4,345

Tranche C, term loan 6.635% 9/21/14 (i)

5,570

4,345

 

45,754

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Textiles & Apparel - 0.3%

Hanesbrands, Inc.:

term loan 7.2663% 3/5/14 (i)

$ 7,050

$ 5,640

Tranche B 1LN, term loan 5.1731% 9/5/13 (i)

15,906

13,838

 

19,478

TOTAL FLOATING RATE LOANS

(Cost $1,101,018)

898,650

Other - 0.0%

 

Delta Air Lines ALPA Claim (a)
(Cost $477)

41,750

887

Money Market Funds - 14.6%

Shares

 

Fidelity Cash Central Fund, 1.81% (b)

1,010,285,601

1,010,286

Fidelity Securities Lending Cash Central Fund, 2.67% (b)(c)

14,381,625

14,382

TOTAL MONEY MARKET FUNDS

(Cost $1,024,668)

1,024,668

Cash Equivalents - 0.1%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.17%, dated 10/31/08 due 11/3/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $2,794)

$ 2,794

2,794

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $9,802,986)

7,018,803

NET OTHER ASSETS - (0.2)%

(13,975)

NET ASSETS - 100%

$ 7,004,828

Legend

(a) Non-income producing

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

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

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

(e) Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

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

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $989,018,000 or 14.1% of net assets.

(i) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(j) 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 $10,159,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Arena Brands Holding Corp. Class B

6/18/97 - 1/12/99

$ 21,592

Arena Brands Holding Corp. Series B, 16.00%

6/25/02 - 10/3/02

$ 5,850

ASAT Holdings Ltd. warrants 2/1/11

11/15/07

$ -

Intermet Corp.

1/7/05 - 1/13/05

$ 9,879

Progressive Gaming International Corp. warrants 10/14/08

9/26/03

$ -

Trivest 1992 Special Fund Ltd.

7/2/92

$ -

(k) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $2,354,000 and $1,903,000, respectively. The coupon rate will be determined at time of settlement.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(000s)

$2,794,000 due 11/03/08 at 0.17%

BNP Paribas Securities Corp.

$ 667

Banc of America Securities LLC

1,566

Barclays Capital, Inc.

355

Credit Suisse Securities (USA) LLC

142

Deutsche Bank Securities, Inc.

64

 

$ 2,794

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

$ 16,171

Fidelity Securities Lending Cash Central Fund

53

Total

$ 16,224

Other Information

The following is a summary of the inputs used, as of October 31, 2008, involving the Fund's assets carried at 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 Security 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

$ 7,018,803

$ 1,533,618

$ 5,368,705

$ 116,480

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

 

Investments in Securities
(Amounts in thousands)

Beginning Balance

$ 78,398

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(39,794)

Cost of Purchases

108,377

Proceeds of Sales

(54,201)

Amortization/Accretion

612

Transfer in/out of Level 3

23,088

Ending Balance

$ 116,480

The information used in the above reconciliation represents fiscal year to date activity for any Investment 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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

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

United States of America

87.8%

Bermuda

5.0%

Canada

1.7%

Netherlands

1.0%

Others (individually less than 1%)

4.5%

 

100.0%

Income Tax Information

At April 30, 2008, the fund had a capital loss carryforward of approximately $251,164,000 of which $139,701,000 and $111,463,000 will expire on April 30, 2010 and 2011, respectively.

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 amount)

October 31, 2008

 

 

 

Assets

Investment in securities, at value (including securities loaned of $13,721 and repurchase agreements of $2,794) - See accompanying schedule:

Unaffiliated issuers (cost $8,778,318)

$ 5,994,135

 

Fidelity Central Funds (cost $1,024,668)

1,024,668

 

Total Investments (cost $9,802,986)

 

$ 7,018,803

Cash

12

Foreign currency held at value (cost $60)

53

Receivable for investments sold

21,668

Receivable for fund shares sold

8,143

Dividends receivable

384

Interest receivable

181,394

Distributions receivable from Fidelity Central Funds

1,981

Prepaid expenses

3

Other receivables

20

Total assets

7,232,461

 

 

 

Liabilities

Payable for investments purchased

$ 199,905

Payable for fund shares redeemed

4,719

Distributions payable

3,518

Accrued management fee

3,466

Other affiliated payables

1,440

Other payables and accrued expenses

203

Collateral on securities loaned, at value

14,382

Total liabilities

227,633

 

 

 

Net Assets

$ 7,004,828

Net Assets consist of:

 

Paid in capital

$ 10,236,677

Undistributed net investment income

62,211

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

(508,596)

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

(2,785,464)

Net Assets, for 1,146,408 shares outstanding

$ 7,004,828

Net Asset Value, offering price and redemption price per share ($7,004,828 ÷ 1,146,408 shares)

$ 6.11

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 October 31, 2008

 

  

  

Investment Income

  

  

Dividends

 

$ 16,229

Interest

 

368,968

Income from Fidelity Central Funds

 

16,224

Total income

 

401,421

 

 

 

Expenses

Management fee

$ 26,170

Transfer agent fees

8,033

Accounting and security lending fees

680

Custodian fees and expenses

52

Independent trustees' compensation

22

Depreciation in deferred trustee compensation account

(1)

Registration fees

80

Audit

96

Legal

50

Miscellaneous

142

Total expenses before reductions

35,324

Expense reductions

(158)

35,166

Net investment income

366,255

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(218,279)

Foreign currency transactions

(63)

Total net realized gain (loss)

 

(218,342)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(2,650,362)

Assets and liabilities in foreign currencies

(7)

Total change in net unrealized appreciation (depreciation)

 

(2,650,369)

Net gain (loss)

(2,868,711)

Net increase (decrease) in net assets resulting from operations

$ (2,502,456)

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 October 31,
2008

Year ended
April 30,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 366,255

$ 603,646

Net realized gain (loss)

(218,342)

19,183

Change in net unrealized appreciation (depreciation)

(2,650,369)

(741,559)

Net increase (decrease) in net assets resulting
from operations

(2,502,456)

(118,730)

Distributions to shareholders from net investment income

(322,831)

(598,480)

Share transactions
Proceeds from sales of shares

910,296

3,408,597

Reinvestment of distributions

302,688

558,288

Cost of shares redeemed

(1,201,991)

(2,418,786)

Net increase (decrease) in net assets resulting from share transactions

10,993

1,548,099

Redemption fees

618

2,137

Total increase (decrease) in net assets

(2,813,676)

833,026

 

 

 

Net Assets

Beginning of period

9,818,504

8,985,478

End of period (including undistributed net investment income of $62,211 and undistributed net investment income of $18,787, respectively)

$ 7,004,828

$ 9,818,504

Other Information

Shares

Sold

116,249

386,210

Issued in reinvestment of distributions

39,719

64,233

Redeemed

(161,517)

(277,534)

Net increase (decrease)

(5,549)

172,909

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

Semiannual Report

Financial Highlights

 

Six months ended
October 31,
Years ended April 30,
  
2008
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.52

$ 9.18

$ 8.57

$ 8.15

$ 7.94

$ 7.37

Income from Investment Operations

 

 

 

 

 

 

Net investment income D

  .313

  .557

  .543

  .524

  .539 G

  .584

Net realized and unrealized gain (loss)

  (2.448)

  (.668)

  .609

  .416

  .210

  .613

Total from investment operations

  (2.135)

  (.111)

  1.152

  .940

  .749

  1.197

Distributions from net investment income

  (.276)

  (.551)

  (.543)

  (.521)

  (.540)

  (.630)

Redemption fees added to paid in capital D

  .001

  .002

  .001

  .001

  .001

  .003

Net asset value, end of period

$ 6.11

$ 8.52

$ 9.18

$ 8.57

$ 8.15

$ 7.94

Total Return B, C

  (25.64)%

  (1.14)%

  13.95%

  11.84%

  9.64%

  16.60%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .76% A

  .75%

  .76%

  .77%

  .78%

  .79%

Expenses net of fee waivers, if any

  .76% A

  .75%

  .76%

  .77%

  .78%

  .79%

Expenses net of all reductions

  .75% A

  .74%

  .75%

  .77%

  .77%

  .78%

Net investment income

  7.86% A

  6.39%

  6.21%

  6.24%

  6.61% G

  7.41%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,005

$ 9,819

$ 8,985

$ 6,123

$ 4,990

$ 4,298

Portfolio turnover rate F

  55% A

  48%

  37%

  42%

  59%

  113%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G Net investment income per share includes approximately $.015 per share received as a result of a reorganization of an issuer that was in bankruptcy. Excluding this non-recurring amount, the ratio of net investment income (loss) to average net assets would have been 6.42%.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

Fidelity Capital & Income Fund (the Fund) is a fund of Fidelity Summer Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site 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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of October 31, 2008, for the Fund's investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional 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 by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS). 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.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation

$ 79,355

Unrealized depreciation

(2,829,077)

Net unrealized appreciation (depreciation)

$ (2,749,722)

Cost for federal income tax purposes

$ 9,768,525

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,597,385 and $2,111,276, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, 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.

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $10 for the period.

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $9 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $53.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $7 for the period. In addition, through arrangements with the Fund's custodian and transfer agent, 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 and transfer agent expenses by $65 and $86, respectively.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 31% of the total outstanding shares of the Fund.

During the period, Lehman Brothers Holdings, Inc. and certain of its affiliates (LBHI) sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. At the time LBHI's insolvency proceedings were instituted, the Fund had outstanding securities trades with counterparties affiliated with LBHI. As a result of the insolvency proceedings, LBHI is unable to fulfill its commitments and, in certain cases, the Fund may have terminated its trades and related agreements with the relevant entities and, where appropriate, is in the process of initiating claims for damages. FMR believes that the financial impact to the Fund relating to the terminated trades and agreements is immaterial.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Summer Street Trust and the Shareholders of Fidelity Capital & Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Capital & Income Fund (a fund of Fidelity Summer Street Trust) at October 31, 2008, 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 Capital & Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with 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 October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 30, 2008

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 19, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

11,610,250,061.21

95.143

Withheld

592,704,240.35

4.857

TOTAL

12,202,954,301.56

100.000

Dennis J. Dirks

Affirmative

11,685,717,439.03

95.761

Withheld

517,236,862.53

4.239

TOTAL

12,202,954,301.56

100.000

Edward C. Johnson 3d

Affirmative

11,570,214,714.52

94.815

Withheld

632,739,587.04

5.185

TOTAL

12,202,954,301.56

100.000

Alan J. Lacy

Affirmative

11,664,859,946.20

95.590

Withheld

538,094,355.36

4.410

TOTAL

12,202,954,301.56

100.000

Ned C. Lautenbach

Affirmative

11,662,444,292.18

95.571

Withheld

540,510,009.38

4.429

TOTAL

12,202,954,301.56

100.000

Joseph Mauriello

Affirmative

11,675,031,038.16

95.674

Withheld

527,923,263.40

4.326

TOTAL

12,202,954,301.56

100.000

Cornelia M. Small

Affirmative

11,667,251,248.13

95.610

Withheld

535,703,053.43

4.390

TOTAL

12,202,954,301.56

100.000

William S. Stavropoulos

Affirmative

11,625,197,579.40

95.265

Withheld

577,756,722.16

4.735

TOTAL

12,202,954,301.56

100.000

 

# of
Votes

% of
Votes

David M. Thomas

Affirmative

11,678,121,052.04

95.699

Withheld

524,833,249.52

4.301

TOTAL

12,202,954,301.56

100.000

Michael E. Wiley

Affirmative

11,668,200,916.65

95.618

Withheld

534,753,384.91

4.382

TOTAL

12,202,954,301.56

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

 

# of
Votes

% of
Votes

Affirmative

9,287,010,671.33

76.105

Against

1,918,338,397.31

15.720

Abstain

604,518,107.25

4.954

Broker
Non-Votes

393,087,125.67

3.221

TOTAL

12,202,954,301.56

100.000

PROPOSAL 3

For Capital & Income Fund, a shareholder proposal concerning "oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity."

 

# of
Votes

% of
Votes

Affirmative

1,522,170,094.23

26.906

Against

3,606,229,907.90

63.744

Abstain

341,783,127.66

6.042

Broker
Non-Votes

187,172,401.20

3.308

TOTAL

5,657,355,530.99

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital & Income Fund

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

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

On June 19, 2008, the Board voted to continue the fund's Advisory Contracts for one month, through July 31, 2008, in connection with the reorganization of the Fidelity funds under two separate boards. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be extended, without modification, through July 31, 2008, with the understanding that the Board would consider their renewal in July 2008.

At its July 2008 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

Semiannual Report

In considering whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board further considered that Fidelity voluntarily pays for market data out of its own resources.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fees on Fidelity's Institutional Money Market Funds and launching Class IV and Institutional Class of certain of these funds; (iii) reducing the transfer agent fees for the Fidelity Select Portfolios and Investor Class of the VIP funds; and (iv) launching Class K of 29 equity funds as a lower-fee class available to certain employer-sponsored retirement plans.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Semiannual Report

Fidelity Capital & Income Fund

fid103

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the first quartile for all the periods shown. The Board also stated that the investment performance of the fund compared favorably to its benchmark for all the periods shown.

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Capital & Income Fund

fid105

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2007.

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

Semiannual Report

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

The Board noted that the fund's total expenses ranked below its competitive median for 2007.

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

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

Semiannual Report

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

fid107For mutual fund and brokerage trading.

fid109For quotes.*

fid111For account balances and holdings.

fid113To review orders and mutual
fund activity.

fid115To change your PIN.

fid117fid119To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments
Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid121 1-800-544-5555

fid121 Automated line for quickest service

CAI-USAN-1208
1.784852.105

fid124

Fidelity®
Focused High Income
Fund

Semiannual Report

October 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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.

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

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 website 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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Turmoil has been the watchword for the world's securities markets in 2008, with domestic and international stocks down sharply amid the global credit squeeze. A flight to quality boosted returns for U.S. Treasuries, one of the few asset classes with positive results heading into the latter stages of the year. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2008 to October 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

 

Annualized Expense Ratio

Beginning
Account Value
May 1, 2008

Ending
Account Value
October 31, 2008

Expenses Paid
During Period
*
May 1, 2008 to
October 31, 2008

Actual

.85%

$ 1,000.00

$ 786.80

$ 3.83

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,020.92

$ 4.33

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

Semiannual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

HCA, Inc.

4.0

3.2

Freeport-McMoRan Copper & Gold, Inc.

2.8

2.7

EchoStar Communications Corp.

2.5

2.7

Chesapeake Energy Corp.

2.5

2.4

Royal Caribbean Cruises Ltd.

2.5

3.0

 

14.3

 

Top Five Market Sectors as of October 31, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

9.0

9.2

Healthcare

8.3

6.4

Cable TV

7.2

5.3

Gaming

6.5

10.9

Electric Utilities

6.5

5.5

Quality Diversification (% of fund's net assets)

As of October 31, 2008 *

As of April 30, 2008 **

fid63

BBB 3.5%

 

fid63

BBB 3.4%

 

fid69

BB 69.9%

 

fid69

BB 79.8%

 

fid138

B 18.2%

 

fid138

B 11.7%

 

fid81

Not Rated 0.3%

 

fid142

Not Rated 0.0%

 

fid84

Short-Term
Investments and
Net Other Assets 8.1%

 

fid84

Short-Term
Investments and
Net Other Assets 5.1%

 


fid146

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Asset Allocation (% of fund's net assets)

As of October 31, 2008 *

As of April 30, 2008 **

fid63

Nonconvertible
Bonds 85.5%

 

fid63

Nonconvertible
Bonds 88.2%

 

fid69

Convertible Bonds, Preferred Stocks 0.2%

 

fid69

Convertible Bonds, Preferred Stocks 0.4%

 

fid138

Floating Rate Loans 6.2%

 

fid138

Floating Rate Loans 6.3%

 

fid84

Short-Term
Investments and
Net Other Assets 8.1%

 

fid84

Short-Term
Investments and
Net Other Assets 5.1%

 

* Foreign investments

17.0%

 

** Foreign investments

19.6%

 


fid156

Semiannual Report

Investments October 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 85.7%

 

Principal Amount

Value

Convertible Bonds - 0.2%

Energy - 0.1%

Chesapeake Energy Corp. 2.5% 5/15/37

$ 110,000

$ 68,255

Technology - 0.1%

Lucent Technologies, Inc. 2.875% 6/15/25

99,000

50,633

TOTAL CONVERTIBLE BONDS

118,888

Nonconvertible Bonds - 85.5%

Aerospace - 3.1%

Alliant Techsystems, Inc. 6.75% 4/1/16

80,000

66,000

BE Aerospace, Inc. 8.5% 7/1/18

150,000

129,000

Bombardier, Inc.:

6.3% 5/1/14 (c)

240,000

190,800

6.75% 5/1/12 (c)

180,000

153,900

7.45% 5/1/34 (c)

840,000

588,000

8% 11/15/14 (c)

55,000

47,850

L-3 Communications Corp.:

5.875% 1/15/15

95,000

77,900

6.125% 7/15/13

430,000

370,875

6.375% 10/15/15

100,000

83,000

7.625% 6/15/12

75,000

69,000

 

1,776,325

Air Transportation - 2.4%

American Airlines, Inc. pass-thru trust certificates:

6.817% 5/23/11

640,000

460,800

6.977% 11/23/22

33,513

19,438

7.324% 4/15/11

80,000

67,200

8.608% 10/1/12

20,000

14,200

Continental Airlines, Inc. pass-thru trust certificates:

6.903% 4/19/22

125,000

70,000

7.566% 9/15/21

46,779

40,698

7.73% 9/15/12

11,753

8,227

7.875% 7/2/18

134,950

78,271

8.388% 5/1/22

23,957

17,129

9.558% 9/1/19

66,568

38,610

9.798% 4/1/21

324,855

272,878

Delta Air Lines, Inc. pass-thru trust certificates 8.021% 8/10/22

330,838

185,269

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Air Transportation - continued

Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17

$ 65,000

$ 36,400

United Air Lines, Inc. pass-thru trust certificates Class B, 7.336% 7/2/19

144,753

81,062

 

1,390,182

Automotive - 0.0%

Tenneco, Inc. 8.125% 11/15/15

35,000

18,200

Building Materials - 0.3%

Belden, Inc. 7% 3/15/17

175,000

134,750

Owens Corning 6.5% 12/1/16

35,000

26,054

 

160,804

Cable TV - 6.6%

CSC Holdings, Inc.:

6.75% 4/15/12

365,000

313,900

7.625% 4/1/11

140,000

128,800

8.5% 6/15/15 (c)

205,000

173,225

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

6.375% 6/15/15

875,000

730,625

7.625% 5/15/16 (c)

320,000

274,400

8.375% 3/15/13

230,000

212,750

EchoStar Communications Corp.:

6.375% 10/1/11

535,000

474,813

7% 10/1/13

1,055,000

873,013

7.125% 2/1/16

150,000

119,625

Videotron Ltd. 9.125% 4/15/18 (c)

555,000

488,400

 

3,789,551

Capital Goods - 4.4%

Case Corp. 7.25% 1/15/16

445,000

331,525

Leucadia National Corp.:

7% 8/15/13

230,000

207,000

7.125% 3/15/17

1,155,000

1,027,950

Terex Corp. 8% 11/15/17

1,250,000

931,250

 

2,497,725

Chemicals - 2.0%

Airgas, Inc. 7.125% 10/1/18 (c)

80,000

66,800

Chemtura Corp. 6.875% 6/1/16

320,000

198,400

Equistar Chemicals LP 7.55% 2/15/26

10,000

4,700

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Chemicals - continued

NOVA Chemicals Corp.:

5.9525% 11/15/13 (d)

$ 611,000

$ 400,205

6.5% 1/15/12

605,000

453,750

 

1,123,855

Containers - 1.3%

Berry Plastics Corp. 9.5025% 2/15/15 (d)

115,000

86,250

Greif, Inc. 6.75% 2/1/17

790,000

643,850

 

730,100

Diversified Financial Services - 0.2%

Sprint Capital Corp. 8.75% 3/15/32

155,000

101,525

Diversified Media - 0.6%

Interpublic Group of Companies, Inc.:

6.25% 11/15/14

30,000

19,950

7.25% 8/15/11

300,000

246,000

Lamar Media Corp.:

Series B, 6.625% 8/15/15

50,000

36,750

6.625% 8/15/15

90,000

66,150

 

368,850

Electric Utilities - 5.9%

AES Corp.:

7.75% 3/1/14

545,000

436,000

8% 10/15/17

230,000

175,950

Aquila, Inc. 11.875% 7/1/12 (d)

20,000

18,400

Edison Mission Energy:

7% 5/15/17

410,000

324,413

7.2% 5/15/19

630,000

472,500

7.625% 5/15/27

260,000

171,600

Intergen NV 9% 6/30/17 (c)

615,000

510,450

IPALCO Enterprises, Inc. 7.25% 4/1/16 (c)

495,000

415,800

NSG Holdings II, LLC 7.75% 12/15/25 (c)

735,000

617,400

Orion Power Holdings, Inc. 12% 5/1/10

5,000

4,825

Reliant Energy, Inc.:

6.75% 12/15/14

90,000

78,300

7.625% 6/15/14

120,000

90,000

7.875% 6/15/17

40,000

30,000

Tenaska Alabama Partners LP 7% 6/30/21 (c)

53,825

40,907

 

3,386,545

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - 8.9%

Chesapeake Energy Corp.:

6.5% 8/15/17

$ 690,000

$ 515,775

6.625% 1/15/16

210,000

164,063

6.875% 1/15/16

345,000

270,825

7.25% 12/15/18

155,000

116,638

7.5% 6/15/14

150,000

123,375

7.625% 7/15/13

230,000

195,500

Compagnie Generale de Geophysique SA:

7.5% 5/15/15

295,000

206,500

7.75% 5/15/17

250,000

162,500

Complete Production Services, Inc. 8% 12/15/16

65,000

45,500

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (c)

60,000

39,600

El Paso Corp. 7% 6/15/17

275,000

209,881

El Paso Energy Corp. 7.75% 1/15/32

115,000

79,546

El Paso Performance-Linked Trust 7.75% 7/15/11 (c)

505,000

424,200

Frontier Oil Corp. 8.5% 9/15/16

175,000

152,250

Kinder Morgan Finance Co. ULC 5.35% 1/5/11

270,000

240,300

Newfield Exploration Co. 7.125% 5/15/18

185,000

129,500

OPTI Canada, Inc.:

7.875% 12/15/14

235,000

141,000

8.25% 12/15/14

210,000

136,500

Pan American Energy LLC 7.75% 2/9/12 (c)

680,000

442,000

Pioneer Natural Resources Co. 6.65% 3/15/17

365,000

295,650

Plains Exploration & Production Co. 7% 3/15/17

580,000

400,200

Range Resources Corp.:

6.375% 3/15/15 (Reg. S)

90,000

71,550

7.5% 5/15/16

240,000

192,000

Southwestern Energy Co. 7.5% 2/1/18 (c)

115,000

93,150

Tesoro Corp. 6.5% 6/1/17

345,000

231,150

Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17

25,000

20,250

 

5,099,403

Environmental - 1.2%

Allied Waste North America, Inc.:

6.875% 6/1/17

305,000

262,300

7.125% 5/15/16

95,000

81,700

7.25% 3/15/15

160,000

142,400

Browning-Ferris Industries, Inc. 7.4% 9/15/35

255,000

191,250

 

677,650

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Food/Beverage/Tobacco - 3.2%

Constellation Brands, Inc.:

7.25% 9/1/16

$ 600,000

$ 498,000

7.25% 5/15/17

260,000

213,200

8.375% 12/15/14

240,000

216,000

Smithfield Foods, Inc. 7.75% 7/1/17

1,455,000

909,375

 

1,836,575

Gaming - 6.5%

Chukchansi Economic Development Authority:

6.3275% 11/15/12 (c)(d)

40,000

22,800

8% 11/15/13 (c)

70,000

39,900

Las Vegas Sands Corp. 6.375% 2/15/15

75,000

34,500

Mashantucket Western Pequot Tribe 8.5% 11/15/15 (c)

460,000

230,000

MGM Mirage, Inc.:

6% 10/1/09

55,000

48,400

6.625% 7/15/15

110,000

63,800

6.75% 9/1/12

895,000

545,950

6.875% 4/1/16

285,000

165,300

7.625% 1/15/17

380,000

222,300

Mohegan Tribal Gaming Authority:

6.125% 2/15/13

120,000

81,600

6.375% 7/15/09

300,000

261,000

7.125% 8/15/14

520,000

312,000

Scientific Games Corp.:

6.25% 12/15/12

435,000

332,775

7.875% 6/15/16 (c)

170,000

130,050

Seminole Hard Rock Entertainment, Inc. 5.3188% 3/15/14 (c)(d)

255,000

158,100

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

255,000

165,750

7.25% 5/1/12

470,000

305,500

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:

6.625% 12/1/14

195,000

140,400

6.625% 12/1/14

640,000

472,000

 

3,732,125

Healthcare - 6.7%

Boston Scientific Corp. 6.4% 6/15/16

85,000

70,125

FMC Finance III SA 6.875% 7/15/17

570,000

450,300

HCA, Inc.:

9.125% 11/15/14

755,000

651,188

9.25% 11/15/16

400,000

339,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

HCA, Inc.: - continued

9.625% 11/15/16 pay-in-kind (d)

$ 1,185,000

$ 956,888

Omega Healthcare Investors, Inc.:

7% 4/1/14

835,000

693,050

7% 1/15/16

80,000

63,400

Service Corp. International 7.5% 4/1/27

280,000

173,600

Ventas Realty LP:

6.5% 6/1/16

160,000

131,200

6.625% 10/15/14

400,000

342,000

 

3,870,751

Homebuilding/Real Estate - 3.1%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13

1,325,000

834,750

8.125% 6/1/12

545,000

370,600

D.R. Horton, Inc. 6.5% 4/15/16

220,000

128,700

K. Hovnanian Enterprises, Inc. 11.5% 5/1/13 (c)

290,000

236,350

KB Home 6.375% 8/15/11

190,000

150,100

Pulte Homes, Inc. 5.25% 1/15/14

55,000

36,300

 

1,756,800

Hotels - 2.2%

Host Hotels & Resorts LP 6.875% 11/1/14

135,000

99,900

Host Marriott LP 7.125% 11/1/13

1,520,000

1,174,200

 

1,274,100

Leisure - 2.5%

Royal Caribbean Cruises Ltd.:

7.25% 3/15/18

80,000

52,400

yankee:

7% 6/15/13

890,000

618,550

7.25% 6/15/16

730,000

470,850

7.5% 10/15/27

565,000

310,750

 

1,452,550

Metals/Mining - 5.9%

Arch Western Finance LLC 6.75% 7/1/13

190,000

158,650

Drummond Co., Inc. 7.375% 2/15/16 (c)

1,140,000

661,200

Freeport-McMoRan Copper & Gold, Inc.:

8.25% 4/1/15

1,115,000

883,638

8.375% 4/1/17

995,000

773,613

Massey Energy Co. 6.875% 12/15/13

280,000

228,200

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Metals/Mining - continued

Peabody Energy Corp. 7.375% 11/1/16

$ 325,000

$ 273,000

Vedanta Resources PLC 6.625% 2/22/10 (c)

520,000

384,800

 

3,363,101

Paper - 1.6%

Domtar Corp.:

5.375% 12/1/13

265,000

204,050

7.125% 8/15/15

60,000

49,200

Georgia-Pacific Corp. 7% 1/15/15 (c)

730,000

532,900

Rock-Tenn Co. 9.25% 3/15/16 (c)

170,000

150,450

 

936,600

Publishing/Printing - 0.2%

Scholastic Corp. 5% 4/15/13

165,000

125,400

Railroad - 0.5%

Kansas City Southern Railway Co. 8% 6/1/15

350,000

287,875

Services - 2.5%

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:

5.3044% 5/15/14 (d)

330,000

112,200

7.625% 5/15/14

175,000

59,500

7.75% 5/15/16

490,000

166,600

Corrections Corp. of America 6.25% 3/15/13

115,000

99,188

FTI Consulting, Inc.:

7.625% 6/15/13

590,000

564,188

7.75% 10/1/16

301,000

279,178

Hertz Corp. 8.875% 1/1/14

235,000

171,550

 

1,452,404

Shipping - 0.7%

Teekay Corp. 8.875% 7/15/11

455,000

409,500

Steels - 2.2%

Evraz Group SA:

8.875% 4/24/13 (c)

510,000

216,750

9.5% 4/24/18 (c)

100,000

40,000

Steel Dynamics, Inc.:

6.75% 4/1/15

835,000

534,400

7.375% 11/1/12

530,000

389,550

7.75% 4/15/16 (c)

110,000

70,400

 

1,251,100

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Super Retail - 0.5%

AutoNation, Inc. 7% 4/15/14

$ 115,000

$ 74,175

GSC Holdings Corp./Gamestop, Inc. 8% 10/1/12

210,000

193,200

 

267,375

Technology - 4.2%

Flextronics International Ltd.:

6.25% 11/15/14

50,000

37,500

6.5% 5/15/13

285,000

222,300

Jabil Circuit, Inc. 8.25% 3/15/18

250,000

207,500

Lucent Technologies, Inc.:

6.45% 3/15/29

448,000

228,480

6.5% 1/15/28

5,000

2,550

NXP BV 7.5025% 10/15/13 (d)

330,000

145,200

Seagate Technology HDD Holdings 6.8% 10/1/16

405,000

283,500

Xerox Capital Trust I 8% 2/1/27

1,695,000

1,260,318

 

2,387,348

Telecommunications - 6.1%

American Tower Corp. 7.125% 10/15/12

300,000

277,500

Citizens Communications Co.:

6.25% 1/15/13

235,000

193,288

9% 8/15/31

55,000

29,700

Intelsat Jackson Holdings Ltd. 9.5% 6/15/16 (c)

410,000

344,400

Intelsat Subsidiary Holding Co. Ltd. 8.875% 1/15/15 (c)

220,000

185,350

Mobile Telesystems Finance SA 8% 1/28/12 (c)

459,000

293,760

Nextel Communications, Inc.:

6.875% 10/31/13

220,000

125,400

7.375% 8/1/15

70,000

38,500

Qwest Communications International, Inc. 7.5% 2/15/14

60,000

45,000

Qwest Corp.:

6.0688% 6/15/13 (d)

310,000

226,300

6.5% 6/1/17

165,000

117,975

7.5% 10/1/14

220,000

167,200

7.625% 6/15/15

387,000

297,990

Sprint Capital Corp.:

6.875% 11/15/28

335,000

195,975

7.625% 1/30/11

35,000

29,050

Sprint Nextel Corp. 6% 12/1/16

125,000

86,563

U.S. West Communications:

6.875% 9/15/33

130,000

80,600

7.5% 6/15/23

270,000

189,000

Corporate Bonds - continued

 

Principal Amount

Value

Nonconvertible Bonds - continued

Telecommunications - continued

Vimpel Communications:

8.375% 4/30/13 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (c)

$ 340,000

$ 200,600

9.125% 4/30/18 (Issued by VIP Finance Ireland Ltd. for Vimpel Communications) (c)

750,000

375,000

 

3,499,151

TOTAL NONCONVERTIBLE BONDS

49,023,470

TOTAL CORPORATE BONDS

(Cost $64,458,442)

49,142,358

Floating Rate Loans - 6.2%

 

Automotive - 0.4%

Federal-Mogul Corp.:

Tranche B, term loan 5.2448% 12/27/14 (d)

128,986

70,943

Tranche C, term loan 6.0509% 12/27/15 (d)

99,861

54,923

Ford Motor Co. term loan 7.59% 12/15/13 (d)

140,000

74,900

 

200,766

Cable TV - 0.6%

CSC Holdings, Inc. Tranche B, term loan 4.5688% 3/31/13 (d)

259,750

225,983

Insight Midwest Holdings LLC Tranche B, term loan 5.93% 4/6/14 (d)

159,750

126,203

 

352,186

Containers - 0.3%

Anchor Glass Container Corp. term loan 7.5872% 6/20/14 (d)

224,000

185,920

Electric Utilities - 0.6%

Ashmore Energy International:

Revolving Credit-Linked Deposit 6.7662% 3/30/12 (d)

38,824

24,459

term loan 6.7619% 3/30/14 (d)

272,239

171,510

Texas Competitive Electric Holdings Co. LLC Tranche B3, term loan 6.437% 10/10/14 (d)

165,000

129,938

 

325,907

Entertainment/Film - 0.3%

Zuffa LLC term loan 5.8125% 6/19/15 (d)

286,949

143,474

Floating Rate Loans - continued

 

Principal Amount

Value

Healthcare - 1.6%

Community Health Systems, Inc.:

term loan 5.1611% 7/25/14 (d)

$ 330,475

$ 267,685

Tranche DD, term loan 7/25/14 (d)(e)

16,907

13,695

HCA, Inc. Tranche B, term loan 6.0119% 11/17/13 (d)

443,447

366,952

PTS Acquisition Corp. term loan 6.0119% 4/10/14 (d)

427,572

267,233

 

915,565

Paper - 0.6%

Georgia-Pacific Corp. Tranche B1, term loan 4.6523% 12/21/12 (d)

429,528

358,656

Restaurants - 0.0%

OSI Restaurant Partners, Inc.:

Credit-Linked Deposit 5.0688% 6/14/13 (d)

2,856

1,428

term loan 5.25% 6/14/14 (d)

35,709

17,855

 

19,283

Services - 0.2%

ARAMARK Corp.:

Credit-Linked Deposit 5.7869% 1/26/14 (d)

10,752

8,494

term loan 5.6369% 1/26/14 (d)

169,248

129,475

 

137,969

Technology - 1.1%

Flextronics International Ltd.:

Tranche B-A, term loan 6.1554% 10/1/14 (d)

168,564

124,737

Tranche B-A1, term loan 7.0688% 10/1/14 (d)

41,272

30,541

Freescale Semiconductor, Inc. term loan 5.47% 12/1/13 (d)

125,000

83,750

Kronos, Inc. Tranche 1LN, term loan 6.0119% 6/11/14 (d)

485,458

315,547

SS&C Technologies, Inc. term loan 5.7312% 11/23/12 (d)

93,881

70,411

 

624,986

Telecommunications - 0.4%

Intelsat Ltd. Tranche B, term loan 6.65% 7/3/13 (d)

236,977

204,985

Textiles & Apparel - 0.1%

Hanesbrands, Inc.:

term loan 7.2663% 3/5/14 (d)

20,000

16,000

Tranche B 1LN, term loan 5.1731% 9/5/13 (d)

60,000

52,200

 

68,200

TOTAL FLOATING RATE LOANS

(Cost $4,397,580)

3,537,897

Money Market Funds - 8.5%

Shares

Value

Fidelity Cash Central Fund, 1.81% (a)
(Cost $4,881,830)

4,881,830

$ 4,881,830

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $73,737,852)

57,562,085

NET OTHER ASSETS - (0.4)%

(203,414)

NET ASSETS - 100%

$ 57,358,671

Legend

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

(b) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) 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 $8,839,692 or 15.4% of net assets.

(d) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(e) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $16,907 and $13,695, respectively. The coupon rate will be determined at time of settlement.

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

$ 42,445

Other Information

The following is a summary of the inputs used, as of October 31, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities

$ 57,562,085

$ 4,881,830

$ 52,680,255

$ -

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

United States of America

83.0%

Canada

5.1%

Luxembourg

2.8%

Liberia

2.5%

Bermuda

1.3%

Netherlands

1.1%

Others (individually less than 1%)

4.2%

 

100.0%

Income Tax Information

At April 30, 2008, the fund had a capital loss carryforward of approximately $442,180 of which $105,097 and $337,083 will expire on April 30, 2014 and 2016, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

  

October 31, 2008 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $68,856,022)

$ 52,680,255

 

Fidelity Central Funds (cost $4,881,830)

4,881,830

 

Total Investments (cost $73,737,852)

 

$ 57,562,085

Cash

13,852

Receivable for investments sold

338,805

Receivable for fund shares sold

418,772

Interest receivable

1,426,528

Distributions receivable from Fidelity Central Funds

5,351

Prepaid expenses

15

Receivable from investment adviser for expense reductions

5,348

Total assets

59,770,756

 

 

 

Liabilities

Payable for investments purchased

$ 1,910,118

Payable for fund shares redeemed

328,545

Distributions payable

101,703

Accrued management fee

26,479

Other affiliated payables

12,983

Other payables and accrued expenses

32,257

Total liabilities

2,412,085

 

 

 

Net Assets

$ 57,358,671

Net Assets consist of:

 

Paid in capital

$ 76,190,958

Undistributed net investment income

201,831

Accumulated undistributed net realized gain (loss) on investments

(2,858,351)

Net unrealized appreciation (depreciation) on investments

(16,175,767)

Net Assets, for 7,721,632 shares outstanding

$ 57,358,671

Net Asset Value, offering price and redemption price per share ($57,358,671 ÷ 7,721,632 shares)

$ 7.43

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended October 31, 2008 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 3,928

Interest

 

2,491,415

Income from Fidelity Central Funds

 

42,445

Total income

 

2,537,788

 

 

 

Expenses

Management fee

$ 183,327

Transfer agent fees

66,211

Accounting fees and expenses

13,453

Custodian fees and expenses

3,195

Independent trustees' compensation

146

Registration fees

17,694

Audit

30,825

Legal

180

Miscellaneous

1,338

Total expenses before reductions

316,369

Expense reductions

(39,502)

276,867

Net investment income

2,260,921

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(1,884,897)

Change in net unrealized appreciation (depreciation) on investment securities

(14,769,172)

Net gain (loss)

(16,654,069)

Net increase (decrease) in net assets resulting from operations

$ (14,393,148)

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

Semiannual Report

Statement of Changes in Net Assets

  

Six months ended October 31, 2008 (Unaudited)

Year ended
April 30,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 2,260,921

$ 3,636,216

Net realized gain (loss)

(1,884,897)

(865,663)

Change in net unrealized appreciation (depreciation)

(14,769,172)

(2,230,455)

Net increase (decrease) in net assets resulting
from operations

(14,393,148)

540,098

Distributions to shareholders from net investment income

(2,150,213)

(3,602,314)

Share transactions
Proceeds from sales of shares

28,940,820

34,170,355

Reinvestment of distributions

1,607,637

2,832,887

Cost of shares redeemed

(20,885,720)

(26,232,088)

Net increase (decrease) in net assets resulting from share transactions

9,662,737

10,771,154

Redemption fees

28,465

27,242

Total increase (decrease) in net assets

(6,852,159)

7,736,180

 

 

 

Net Assets

Beginning of period

64,210,830

56,474,650

End of period (including undistributed net investment income of $201,831 and undistributed net investment income of $91,123, respectively)

$ 57,358,671

$ 64,210,830

Other Information

Shares

Sold

3,334,154

3,467,095

Issued in reinvestment of distributions

180,049

287,233

Redeemed

(2,363,212)

(2,655,955)

Net increase (decrease)

1,150,991

1,098,373

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

Semiannual Report

Financial Highlights

 

Six months ended
October 31, 2008
Years ended April 30,
 
(Unaudited)
2008
2007
2006
2005 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.77

$ 10.32

$ 9.96

$ 9.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income D

  .319

  .637

  .624

  .564

  .331

Net realized and unrealized gain (loss)

  (2.359)

  (.560)

  .350

  .088

  (.164)

Total from investment operations

  (2.040)

  .077

  .974

  .652

  .167

Distributions from net investment income

  (.304)

  (.632)

  (.616)

  (.554)

  (.314)

Redemption fees added to paid in capital D

  .004

  .005

  .002

  .002

  .007

Net asset value, end of period

$ 7.43

$ 9.77

$ 10.32

$ 9.96

$ 9.86

Total Return B, C

  (21.32)%

  .92%

  10.12%

  6.75%

  1.70%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .97% A

  .97%

  1.00%

  1.08%

  1.22% A

Expenses net of fee waivers,
if any

  .85% A

  .85%

  .85%

  .85%

  .85% A

Expenses net of all reductions

  .85% A

  .85%

  .85%

  .85%

  .84% A

Net investment income

  6.93% A

  6.45%

  6.19%

  5.64%

  5.11% A

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 57,359

$ 64,211

$ 56,475

$ 43,633

$ 37,689

Portfolio turnover rate F

  58% A

  69%

  71%

  81%

  134% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period September 8, 2004 (commencement of operations) to April 30, 2005.

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 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2008 (Unaudited)

1. Organization.

Fidelity Focused High Income Fund (the Fund) is a fund of Fidelity Summer Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site 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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of October 31, 2008, for the Fund's investments is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

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

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to market discount, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 88,603

Unrealized depreciation

(16,164,460)

Net unrealized appreciation (depreciation)

$ (16,075,857)

Cost for federal income tax purposes

$ 73,637,942

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

Loans and Other Direct Debt Instruments - continued

insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $25,998,396 and $17,676,275, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, 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 .20% of average net assets.

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $64 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Expense Reductions.

FMR voluntarily agreed to reimburse the Fund to the extent annual operating expenses exceeded .85% of average net assets. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $38,850.

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 $652.

9. 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

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 19, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

11,610,250,061.21

95.143

Withheld

592,704,240.35

4.857

TOTAL

12,202,954,301.56

100.000

Dennis J. Dirks

Affirmative

11,685,717,439.03

95.761

Withheld

517,236,862.53

4.239

TOTAL

12,202,954,301.56

100.000

Edward C. Johnson 3d

Affirmative

11,570,214,714.52

94.815

Withheld

632,739,587.04

5.185

TOTAL

12,202,954,301.56

100.000

Alan J. Lacy

Affirmative

11,664,859,946.20

95.590

Withheld

538,094,355.36

4.410

TOTAL

12,202,954,301.56

100.000

Ned C. Lautenbach

Affirmative

11,662,444,292.18

95.571

Withheld

540,510,009.38

4.429

TOTAL

12,202,954,301.56

100.000

Joseph Mauriello

Affirmative

11,675,031,038.16

95.674

Withheld

527,923,263.40

4.326

TOTAL

12,202,954,301.56

100.000

Cornelia M. Small

Affirmative

11,667,251,248.13

95.610

Withheld

535,703,053.43

4.390

TOTAL

12,202,954,301.56

100.000

 

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

11,625,197,579.40

95.265

Withheld

577,756,722.16

4.735

TOTAL

12,202,954,301.56

100.000

David M. Thomas

Affirmative

11,678,121,052.04

95.699

Withheld

524,833,249.52

4.301

TOTAL

12,202,954,301.56

100.000

Michael E. Wiley

Affirmative

11,668,200,916.65

95.618

Withheld

534,753,384.91

4.382

TOTAL

12,202,954,301.56

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

 

# of
Votes

% of
Votes

Affirmative

9,287,010,671.33

76.105

Against

1,918,338,397.31

15.720

Abstain

604,518,107.25

4.954

Broker
Non-Votes

393,087,125.67

3.221

TOTAL

12,202,954,301.56

100.000

A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Focused High Income Fund

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

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

On June 19, 2008, the Board voted to continue the fund's Advisory Contracts for one month, through July 31, 2008, in connection with the reorganization of the Fidelity funds under two separate boards. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be extended, without modification, through July 31, 2008, with the understanding that the Board would consider their renewal in July 2008.

At its July 2008 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

Semiannual Report

In considering whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board further considered that Fidelity voluntarily pays for market data out of its own resources.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fees on Fidelity's Institutional Money Market Funds and launching Class IV and Institutional Class of certain of these funds; (iii) reducing the transfer agent fees for the Fidelity Select Portfolios and Investor Class of the VIP funds; and (iv) launching Class K of 29 equity funds as a lower-fee class available to certain employer-sponsored retirement plans.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2007, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Semiannual Report

Fidelity Focused High Income Fund

fid158

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the first quartile for the one-year period and the second quartile for the three-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for the one-year period, although the fund's three-year cumulative total return compared favorable to its benchmark.

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Focused High Income Fund

fid160

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2007.

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

Semiannual Report

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

The Board noted that the fund's total expenses ranked below its competitive median for 2007.

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

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

Semiannual Report

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments
Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Service Company, Inc.

Boston, MA

Fidelity Investments Institutional Operations Company, Inc. (FIIOC)

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid121 1-800-544-5555

fid121 Automated line for quickest service

FFH-USAN-1208
1.801608.104

fid124

Fidelity®
High Income
Fund

Semiannual Report

October 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

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 website 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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Turmoil has been the watchword for the world's securities markets in 2008, with domestic and international stocks down sharply amid the global credit squeeze. A flight to quality boosted returns for U.S. Treasuries, one of the few asset classes with positive results heading into the latter stages of the year. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2008 to October 31, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2008

Ending
Account Value
October 31, 2008

Expenses Paid
During Period
*
May 1, 2008 to October 31, 2008

Actual

.75%

$ 1,000.00

$ 775.00

$ 3.36

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,021.42

$ 3.82

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

Semiannual Report

Investment Changes (Unaudited)

Top Five Holdings as of October 31, 2008

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

HCA, Inc.

3.0

2.6

Intelsat Jackson Holdings Ltd.

2.4

0.0

Texas Competitive Electric Holdings Co. LLC

2.2

1.8

MGM Mirage, Inc.

1.8

1.1

Chesapeake Energy Corp.

1.7

1.9

 

11.1

 

Top Five Market Sectors as of October 31, 2008

 

% of fund's
net assets

% of fund's net assets
6 months ago

Healthcare

9.5

8.9

Telecommunications

9.4

8.4

Electric Utilities

9.4

9.5

Energy

7.1

8.0

Cable TV

5.7

5.6

Quality Diversification (% of fund's net assets)

As of October 31, 2008

As of April 30, 2008

fid63

AAA,AA,A 0.0%

 

fid63

AAA,AA,A 0.0%

 

fid66

BBB 2.9%

 

fid66

BBB 2.4%

 

fid69

BB 27.4%

 

fid69

BB 29.8%

 

fid94

B 48.2%

 

fid94

B 48.3%

 

fid72

CCC,CC,C 13.2%

 

fid72

CCC,CC,C 12.5%

 

fid138

D 0.0%

 

fid138

D 0.0%

 

fid75

Not Rated 1.4%

 

fid75

Not Rated 1.2%

 

fid78

Equities 0.1%

 

fid78

Equities 0.4%

 

fid84

Short-Term Investments
and Net Other Assets 6.8%

 

fid84

Short-Term Investments
and Net Other Assets 5.4%

 


fid192

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Asset Allocation (% of fund's net assets)

As of October 31, 2008 *

As of April 30, 2008 **

fid63

Nonconvertible Bonds 77.2%

 

fid63

Nonconvertible Bonds 78.6%

 

fid69

Convertible Bonds,
Preferred Stocks 0.8%

 

fid69

Convertible Bonds,
Preferred Stocks 1.3%

 

fid72

Common Stocks 0.1%

 

fid72

Common Stocks 0.1%

 

fid78

Floating Rate Loans 15.1%

 

fid78

Floating Rate Loans 14.6%

 

fid84

Short-Term Investments
and Net Other Assets 6.8%

 

fid84

Short-Term Investments
and Net Other Assets 5.4%

 

* Foreign investments

9.1%

 

** Foreign investments

9.7%

 


fid204

Semiannual Report

Investments October 31, 2008

Showing Percentage of Net Assets

Corporate Bonds - 78.0%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 0.8%

Energy - 0.3%

Chesapeake Energy Corp. 2.75% 11/15/35

$ 19,025

$ 13,234

Homebuilding/Real Estate - 0.4%

Ventas, Inc. 3.875% 11/15/11 (f)

18,055

16,323

Technology - 0.1%

Advanced Micro Devices, Inc. 6% 5/1/15

10,843

3,565

Telecommunications - 0.0%

Level 3 Communications, Inc. 6% 3/15/10

2,220

1,343

TOTAL CONVERTIBLE BONDS

34,465

Nonconvertible Bonds - 77.2%

Aerospace - 1.0%

Bombardier, Inc.:

6.3% 5/1/14 (f)

15,670

12,458

8% 11/15/14 (f)

12,550

10,919

Sequa Corp. 11.75% 12/1/15 (f)

26,615

16,501

TransDigm, Inc. 7.75% 7/15/14

4,350

3,480

 

43,358

Air Transportation - 0.5%

Continental Airlines, Inc. 7.339% 4/19/14

2,110

1,403

Delta Air Lines, Inc.:

7.9% 12/15/09 (a)

14,295

179

8.3% 12/15/29 (a)

7,735

97

10% 8/15/49 (a)

1,980

25

Northwest Airlines, Inc. pass-thru trust certificates:

6.841% 10/1/12

9,375

7,500

7.041% 10/1/23

12,661

8,736

7.691% 4/1/17

7,988

4,313

 

22,253

Automotive - 2.4%

Commercial Vehicle Group, Inc. 8% 7/1/13

1,885

1,188

Ford Motor Co. 7.45% 7/16/31

4,775

1,504

Ford Motor Credit Co. LLC:

8% 12/15/16

3,960

2,178

8.0688% 6/15/11 (g)

8,075

5,281

9.2025% 4/15/09 (g)

9,450

7,844

9.875% 8/10/11

22,420

14,128

General Motors Acceptance Corp.:

6.75% 12/1/14

25,494

12,874

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Automotive - continued

General Motors Acceptance Corp.: - continued

6.875% 9/15/11

$ 15,650

$ 9,165

6.875% 8/28/12

18,150

9,933

7% 2/1/12

8,790

4,925

8% 11/1/31

4,840

2,194

General Motors Corp.:

8.25% 7/15/23

11,890

3,805

8.375% 7/15/33

9,070

2,948

GMAC LLC 6.625% 5/15/12

11,000

6,050

Tenneco, Inc.:

8.125% 11/15/15

2,165

1,126

8.625% 11/15/14

14,875

6,991

The Goodyear Tire & Rubber Co.:

6.6775% 12/1/09 (g)

8,760

7,796

8.625% 12/1/11

2,063

1,712

 

101,642

Broadcasting - 0.7%

LIN Television Corp. 6.5% 5/15/13

12,265

6,868

Nexstar Broadcasting, Inc. 7% 1/15/14

23,870

13,487

Nexstar Finance Holdings LLC/Nexstar Finance Holdings, Inc. 11.375% 4/1/13

655

400

Paxson Communications Corp. 8.0025% 1/15/12 (f)(g)

5,000

3,000

Umbrella Acquisition, Inc. 9.75% 3/15/15 pay-in-kind (f)(g)

15,955

3,191

 

26,946

Building Materials - 1.9%

Building Materials Corp. of America 7.75% 8/1/14

11,955

7,651

Coleman Cable, Inc. 9.875% 10/1/12

6,425

4,498

General Cable Corp.:

6.2575% 4/1/15 (g)

12,155

7,536

7.125% 4/1/17

1,940

1,300

Nortek, Inc.:

8.5% 9/1/14

24,060

8,662

10% 12/1/13

51,035

37,511

Owens Corning 6.5% 12/1/16

8,700

6,476

Texas Industries, Inc. 7.25% 7/15/13

6,670

5,103

 

78,737

Cable TV - 3.8%

Cablevision Systems Corp. 8.3338% 4/1/09 (g)

5,015

4,839

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Cable TV - continued

Charter Communications Holdings I LLC/Charter Communications Holdings I Capital Corp.:

11% 10/1/15

$ 43,269

$ 19,471

11% 10/1/15

1,910

860

Charter Communications Operating LLC/Charter Communications Operating Capital Corp.:

8% 4/30/12 (f)

51,610

39,740

8.375% 4/30/14 (f)

12,860

9,356

10.875% 9/15/14 (f)

10,860

8,797

CSC Holdings, Inc. 7.625% 4/1/11

25,475

23,437

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 6.375% 6/15/15

7,530

6,288

EchoStar Communications Corp.:

7% 10/1/13

19,870

16,442

7.125% 2/1/16

20,885

16,656

Kabel Deutschland GmbH 10.625% 7/1/14

6,270

5,267

Videotron Ltd. 6.875% 1/15/14

5,670

4,649

 

155,802

Capital Goods - 1.3%

American Railcar Industries, Inc. 7.5% 3/1/14

7,400

5,846

Baldor Electric Co. 8.625% 2/15/17

8,010

6,128

Case New Holland, Inc. 7.125% 3/1/14

5,700

4,275

Chart Industries, Inc. 9.125% 10/15/15

10,135

9,122

Esco Corp. 8.625% 12/15/13 (f)

14,105

11,284

RBS Global, Inc. / Rexnord Corp. 9.5% 8/1/14

5,195

3,637

SPX Corp. 7.625% 12/15/14 (f)

14,410

12,068

 

52,360

Chemicals - 1.6%

Airgas, Inc. 7.125% 10/1/18 (f)

6,325

5,281

Georgia Gulf Corp.:

9.5% 10/15/14

13,720

5,900

10.75% 10/15/16

3,020

725

Momentive Performance Materials, Inc. 9.75% 12/1/14

44,075

24,462

NOVA Chemicals Corp. 6.5% 1/15/12

9,025

6,769

Phibro Animal Health Corp. 10% 8/1/13 (f)

5,420

4,553

PolyOne Corp. 8.875% 5/1/12

24,115

18,689

 

66,379

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Consumer Products - 1.2%

Jarden Corp. 7.5% 5/1/17

$ 42,845

$ 31,920

Riddell Bell Holdings, Inc. 8.375% 10/1/12

26,550

19,514

 

51,434

Containers - 1.4%

Berry Plastics Corp. 9.5025% 2/15/15 (g)

45,140

33,855

Berry Plastics Holding Corp. 8.875% 9/15/14

8,400

4,284

BWAY Corp. 10% 10/15/10

8,735

7,425

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

5,330

4,637

8.25% 5/15/13

3,000

2,790

Owens-Illinois, Inc. 7.5% 5/15/10

4,210

4,021

 

57,012

Diversified Financial Services - 0.1%

Residential Capital LLC:

8.5% 5/15/10 (f)

7,049

3,419

9.625% 5/15/15 (f)

10,445

2,663

 

6,082

Diversified Media - 0.7%

Block Communications, Inc. 8.25% 12/15/15 (f)

4,600

3,450

LBI Media Holdings, Inc. 11% 10/15/13

8,870

4,879

Liberty Media Corp. 5.7% 5/15/13

12,192

8,479

Nielsen Finance LLC/Nielsen Finance Co. 10% 8/1/14

15,320

11,184

 

27,992

Electric Utilities - 7.3%

AES Corp.:

8% 10/15/17

21,100

16,142

8.75% 5/15/13 (f)

13,597

12,101

Allegheny Energy Supply Co. LLC 8.25% 4/15/12 (f)

13,315

12,882

Aquila, Inc. 11.875% 7/1/12 (g)

4,405

4,053

Calpine Generating Co. LLC 9.07% 4/1/09 (c)(g)

50

0

CMS Energy Corp.:

7.75% 8/1/10

22,460

21,112

8.5% 4/15/11

11,175

10,616

Dynegy Holdings, Inc. 7.75% 6/1/19

12,280

7,859

Edison Mission Energy 7.2% 5/15/19

42,585

31,939

Energy Future Holdings:

10.875% 11/1/17 (f)

27,020

21,076

11.25% 11/1/17 pay-in-kind (f)(g)

4,470

2,928

Mirant Americas Generation LLC 8.3% 5/1/11

25,290

22,887

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Electric Utilities - continued

Mirant North America LLC 7.375% 12/31/13

$ 5,510

$ 4,697

NRG Energy, Inc.:

7.25% 2/1/14

30,460

26,576

7.375% 2/1/16

11,020

9,532

NSG Holdings II, LLC 7.75% 12/15/25 (f)

12,880

10,819

Reliant Energy, Inc.:

6.75% 12/15/14

6,270

5,455

7.875% 6/15/17

27,380

20,535

Sierra Pacific Resources 6.75% 8/15/17

4,320

3,888

TECO Energy, Inc. 4.8006% 5/1/10 (g)

7,370

7,057

Tenaska Alabama Partners LP 7% 6/30/21 (f)

3,925

2,983

Texas Competitive Electric Holdings Co. LLC:

Series A, 10.25% 11/1/15 (f)

54,370

42,409

Series B, 10.25% 11/1/15 (f)

5,790

4,516

 

302,062

Energy - 6.5%

Atlas Pipeline Partners LP 8.125% 12/15/15

3,980

2,806

Chesapeake Energy Corp.:

6.5% 8/15/17

30,090

22,492

6.625% 1/15/16

7,960

6,219

6.875% 1/15/16

2,980

2,339

7% 8/15/14

4,960

3,956

7.5% 9/15/13

4,000

3,360

7.5% 6/15/14

7,430

6,111

7.625% 7/15/13

15,310

13,014

Compagnie Generale de Geophysique SA:

7.5% 5/15/15

1,300

910

7.75% 5/15/17

2,750

1,788

Complete Production Services, Inc. 8% 12/15/16

13,300

9,310

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (f)

8,870

5,854

El Paso Performance-Linked Trust 7.75% 7/15/11 (f)

20,000

16,800

Forest Oil Corp.:

7.25% 6/15/19

34,060

22,991

7.25% 6/15/19 (f)

2,160

1,469

Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (f)

11,200

7,056

Hilcorp Energy I LP/Hilcorp Finance Co. 7.75% 11/1/15 (f)

6,120

4,345

OPTI Canada, Inc. 8.25% 12/15/14

29,570

19,221

Petrohawk Energy Corp. 9.125% 7/15/13

22,870

17,610

Pioneer Natural Resources Co. 6.65% 3/15/17

5,670

4,593

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Energy - continued

Plains Exploration & Production Co. 7% 3/15/17

$ 36,535

$ 25,209

Pride International, Inc. 7.375% 7/15/14

3,650

3,030

Range Resources Corp.:

6.375% 3/15/15 (Reg. S)

3,655

2,906

7.375% 7/15/13

16,370

13,751

Regency Energy Partners LP/Regency Energy Finance Corp. 8.375% 12/15/13

6,636

5,010

SandRidge Energy, Inc.:

7.5075% 4/1/14 (g)

2,310

1,409

8.625% 4/1/15 pay-in-kind (g)

12,610

8,197

Southwestern Energy Co. 7.5% 2/1/18 (f)

6,980

5,654

Swift Energy Co. 7.125% 6/1/17

17,155

11,837

Tesoro Corp. 6.25% 11/1/12

8,800

6,732

Williams Companies, Inc. 6.375% 10/1/10 (f)

4,860

4,374

Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17

10,760

8,716

 

269,069

Environmental - 0.8%

Allied Waste North America, Inc.:

5.75% 2/15/11

8,475

7,712

6.875% 6/1/17

9,500

8,170

7.125% 5/15/16

20,930

18,000

 

33,882

Food and Drug Retail - 0.9%

Rite Aid Corp.:

6.875% 8/15/13

5,838

1,810

7.5% 3/1/17

15,025

9,503

7.7% 2/15/27

4,725

945

9.375% 12/15/15

8,330

2,957

9.5% 6/15/17

8,775

3,203

10.375% 7/15/16

4,400

3,047

Stater Brothers Holdings, Inc. 7.75% 4/15/15

9,750

8,044

SUPERVALU, Inc. 7.5% 11/15/14

8,675

8,155

 

37,664

Food/Beverage/Tobacco - 2.7%

Constellation Brands, Inc.:

7.25% 5/15/17

40,460

33,177

8.375% 12/15/14

41,625

37,463

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Food/Beverage/Tobacco - continued

Dean Foods Co.:

6.9% 10/15/17

$ 8,196

$ 5,819

7% 6/1/16

24,555

18,662

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

14,220

12,087

Smithfield Foods, Inc. 7.75% 7/1/17

10,870

6,794

 

114,002

Gaming - 2.7%

FireKeepers Development Authority 13.875% 5/1/15 (f)

3,460

2,318

Fontainebleau Las Vegas Holdings LLC/Fontainebleau Las Vegas Capital Corp. 10.25% 6/15/15 (f)

5,515

772

Harrah's Operating Co., Inc. 10.75% 2/1/16 (f)

9,470

3,054

MGM Mirage, Inc.:

5.875% 2/27/14

38,055

22,452

6.625% 7/15/15

15,650

9,077

6.75% 9/1/12

9,860

6,015

7.5% 6/1/16

6,440

3,800

13% 11/15/13 (f)

37,175

34,294

Mohegan Tribal Gaming Authority:

6.875% 2/15/15

4,470

2,593

7.125% 8/15/14

3,110

1,866

San Pasqual Casino Development Group, Inc. 8% 9/15/13 (f)

6,540

4,840

Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (f)

4,490

2,470

Snoqualmie Entertainment Authority 9.125% 2/1/15 (f)

265

171

Station Casinos, Inc.:

6% 4/1/12

24,540

8,589

7.75% 8/15/16

24,440

8,187

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14

4,945

3,560

 

114,058

Healthcare - 7.3%

AMR HoldCo, Inc./EmCare HoldCo, Inc. 10% 2/15/15

5,430

5,267

Bausch & Lomb, Inc. 9.875% 11/1/15 (f)

10,380

8,252

Bio-Rad Laboratories, Inc. 6.125% 12/15/14

5,000

4,050

Biomet, Inc. 10% 10/15/17

4,425

4,027

Carriage Services, Inc. 7.875% 1/15/15

5,170

3,878

Community Health Systems, Inc. 8.875% 7/15/15

30,875

25,395

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Healthcare - continued

DaVita, Inc.:

6.625% 3/15/13

$ 5,380

$ 4,734

7.25% 3/15/15

7,395

6,323

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11

4,260

2,844

HCA, Inc.:

5.75% 3/15/14

6,895

4,068

7.5% 11/6/33

4,775

2,770

9.125% 11/15/14

9,475

8,172

9.25% 11/15/16

46,625

39,515

9.625% 11/15/16 pay-in-kind (g)

28,575

23,074

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

15,140

11,961

Omega Healthcare Investors, Inc. 7% 1/15/16

8,000

6,340

Senior Housing Properties Trust 7.875% 4/15/15

1,833

1,503

Service Corp. International 7.375% 10/1/14

8,775

7,174

Skilled Healthcare Group, Inc. 11% 1/15/14

4,900

4,288

Team Finance LLC/Health Finance Corp. 11.25% 12/1/13

13,300

10,640

Tenet Healthcare Corp.:

9.25% 2/1/15

13,030

10,717

9.875% 7/1/14

32,590

26,927

U.S. Oncology, Inc. 9% 8/15/12

6,120

4,896

US Oncology Holdings, Inc. 8.3344% 3/15/12
pay-in-kind (g)

16,271

10,399

Ventas Realty LP:

6.5% 6/1/16

13,670

11,209

6.625% 10/15/14

9,875

8,443

6.75% 6/1/10

4,810

4,425

6.75% 4/1/17

8,880

7,282

VWR Funding, Inc. 10.25% 7/15/15

60,645

36,387

 

304,960

Homebuilding/Real Estate - 1.4%

American Real Estate Partners/American Real Estate Finance Corp. 7.125% 2/15/13

8,280

5,216

K. Hovnanian Enterprises, Inc.:

6.25% 1/15/15

8,330

2,332

6.375% 12/15/14

5,000

1,450

KB Home 5.875% 1/15/15

9,145

5,944

Realogy Corp. 10.5% 4/15/14

43,890

13,825

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Homebuilding/Real Estate - continued

Rouse Co.:

5.375% 11/26/13

$ 20,680

$ 7,031

7.2% 9/15/12

9,570

3,302

Rouse Co. LP/TRC, Inc. 6.75% 5/1/13 (f)

59,435

20,208

 

59,308

Hotels - 0.6%

Host Hotels & Resorts LP 6.875% 11/1/14

19,730

14,600

Host Marriott LP:

6.375% 3/15/15

5,515

3,943

7.125% 11/1/13

5,865

4,531

 

23,074

Insurance - 0.1%

USI Holdings Corp. 6.6794% 11/15/14 (f)(g)

6,810

4,086

Leisure - 0.3%

Six Flags Operations, Inc. 12.25% 7/15/16 (f)

7,200

3,816

Six Flags, Inc. 9.625% 6/1/14

8,333

2,417

Vail Resorts, Inc. 6.75% 2/15/14

5,620

4,356

 

10,589

Metals/Mining - 2.9%

Aleris International, Inc. 9% 12/15/14

7,720

2,663

Drummond Co., Inc. 7.375% 2/15/16 (f)

6,735

3,906

FMG Finance Property Ltd.:

10% 9/1/13 (f)

4,555

3,143

10.625% 9/1/16 (f)

11,075

7,642

Foundation Pennsylvania Coal Co. 7.25% 8/1/14

5,270

4,321

Freeport-McMoRan Copper & Gold, Inc.:

7.0838% 4/1/15 (g)

21,730

15,754

8.25% 4/1/15

11,760

9,320

8.375% 4/1/17

7,155

5,563

Massey Energy Co. 6.875% 12/15/13

22,380

18,240

Noranda Aluminium Acquisition Corp. 6.8275% 5/15/15 pay-in-kind (g)

7,950

4,373

Novelis, Inc. 7.25% 2/15/15

16,730

12,380

Peabody Energy Corp.:

6.875% 3/15/13

9,935

8,718

7.375% 11/1/16

29,250

24,570

 

120,593

Paper - 2.2%

Catalyst Paper Corp. 8.625% 6/15/11

1,005

593

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Paper - continued

Domtar Corp. 7.875% 10/15/11

$ 28,310

$ 26,328

Georgia-Pacific Corp.:

8.125% 5/15/11

2,585

2,184

8.875% 5/15/31

5,320

3,458

9.5% 12/1/11

20,908

17,876

Glatfelter 7.125% 5/1/16

4,440

3,863

Graphic Packaging International, Inc.:

8.5% 8/15/11

6,230

4,984

9.5% 8/15/13

2,430

1,798

NewPage Corp. 10% 5/1/12

29,410

19,117

Rock-Tenn Co. 9.25% 3/15/16 (f)

3,950

3,496

Verso Paper Holdings LLC/Verso Paper, Inc. 9.125% 8/1/14

14,965

8,006

 

91,703

Publishing/Printing - 2.8%

Cadmus Communications Corp. 8.375% 6/15/14

6,590

4,234

Cenveo Corp.:

7.875% 12/1/13

34,159

21,691

10.5% 8/15/16 (f)

11,880

10,039

R.H. Donnelley Corp. 11.75% 5/15/15 (f)

4,150

1,556

The Reader's Digest Association, Inc. 9% 2/15/17

17,150

5,145

TL Acquisitions, Inc.:

0% 7/15/15 (d)(f)

17,880

8,761

10.5% 1/15/15 (f)

66,580

39,615

Valassis Communications, Inc. 8.25% 3/1/15

44,980

24,289

 

115,330

Railroad - 0.3%

Kansas City Southern de Mexico, SA de CV 7.625% 12/1/13

4,780

3,824

Kansas City Southern Railway Co.:

7.5% 6/15/09

1,220

1,171

8% 6/1/15

7,010

5,766

 

10,761

Restaurants - 0.6%

Carrols Corp. 9% 1/15/13

17,725

10,281

Landry's Restaurants, Inc. 9.5% 12/15/14

11,280

10,152

OSI Restaurant Partners, Inc. 10% 6/15/15

8,985

2,067

Uno Restaurant Corp. 10% 2/15/11 (f)

4,030

1,693

 

24,193

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Services - 3.6%

Ahern Rentals, Inc. 9.25% 8/15/13

$ 16,545

$ 5,129

ARAMARK Corp.:

6.3006% 2/1/15 (g)

29,950

21,414

8.5% 2/1/15

15,355

13,013

Ashtead Capital, Inc. 9% 8/15/16 (f)

1,725

1,087

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:

5.3044% 5/15/14 (g)

17,590

5,981

7.625% 5/15/14

13,220

4,495

7.75% 5/15/16

12,290

4,179

Corrections Corp. of America:

6.25% 3/15/13

17,650

15,223

6.75% 1/31/14

5,130

4,386

FTI Consulting, Inc.:

7.625% 6/15/13

2,000

1,913

7.75% 10/1/16

3,760

3,487

Hertz Corp. 8.875% 1/1/14

35,050

25,587

Iron Mountain, Inc.:

6.625% 1/1/16

12,455

9,964

8% 6/15/20

18,145

14,062

8.625% 4/1/13

2,785

2,541

KAR Holdings, Inc. 8.75% 5/1/14

2,000

1,120

Penhall International Corp. 12% 8/1/14 (f)

4,370

1,967

United Rentals North America, Inc.:

6.5% 2/15/12

4,435

3,105

7% 2/15/14

8,330

4,748

7.75% 11/15/13

7,265

4,468

 

147,869

Shipping - 1.3%

Hornbeck Offshore Services, Inc. 6.125% 12/1/14

10,530

7,582

Navios Maritime Holdings, Inc. 9.5% 12/15/14

5,210

3,022

Seabulk International, Inc. 9.5% 8/15/13

7,985

8,015

Ship Finance International Ltd. 8.5% 12/15/13

35,500

28,755

Teekay Corp. 8.875% 7/15/11

5,000

4,500

 

51,874

Specialty Retailing - 2.1%

Asbury Automotive Group, Inc. 7.625% 3/15/17

32,265

14,197

Dollar General Corp. 10.625% 7/15/15

5,305

4,907

Michaels Stores, Inc. 10% 11/1/14

38,135

17,161

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Specialty Retailing - continued

Sally Holdings LLC 9.25% 11/15/14

$ 55,585

$ 43,634

United Auto Group, Inc. 7.75% 12/15/16

14,790

7,395

 

87,294

Steels - 0.4%

California Steel Industries, Inc. 6.125% 3/15/14

7,730

5,411

Steel Dynamics, Inc. 7.375% 11/1/12

13,410

9,856

 

15,267

Super Retail - 1.2%

Asbury Automotive Group, Inc. 8% 3/15/14

42,490

21,245

GSC Holdings Corp./Gamestop, Inc. 8% 10/1/12

14,650

13,478

Sonic Automotive, Inc. 8.625% 8/15/13

27,435

12,346

Toys 'R' US, Inc. 7.875% 4/15/13

5,655

3,534

 

50,603

Technology - 4.2%

Avago Technologies Finance Ltd. 10.125% 12/1/13

17,160

14,414

First Data Corp. 9.875% 9/24/15

9,130

5,798

Freescale Semiconductor, Inc.:

6.6938% 12/15/14 (g)

2,000

753

8.875% 12/15/14

18,825

8,260

9.125% 12/15/14 pay-in-kind (g)

45,420

16,351

IKON Office Solutions, Inc. 7.75% 9/15/15

9,165

10,082

Jabil Circuit, Inc. 8.25% 3/15/18

14,785

12,272

Lucent Technologies, Inc.:

6.45% 3/15/29

13,285

6,775

6.5% 1/15/28

6,975

3,557

Nortel Networks Corp.:

9.0025% 7/15/11 (g)

20,131

10,820

10.75% 7/15/16

21,120

11,088

10.75% 7/15/16 (f)

3,000

1,575

NXP BV:

7.5025% 10/15/13 (g)

14,450

6,358

7.875% 10/15/14

8,650

4,239

Serena Software, Inc. 10.375% 3/15/16

6,855

5,347

SunGard Data Systems, Inc. 9.125% 8/15/13

29,000

24,070

Xerox Capital Trust I 8% 2/1/27

46,040

34,233

 

175,992

Telecommunications - 8.3%

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

13,715

12,069

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

Telecommunications - continued

Centennial Communications Corp. 9.6325% 1/1/13 (g)

$ 8,000

$ 6,000

Cricket Communications, Inc.:

9.375% 11/1/14

14,505

11,604

9.375% 11/1/14

7,055

5,644

10% 7/15/15 (f)

25,150

21,126

Digicel Group Ltd.:

8.875% 1/15/15 (f)

16,715

9,360

9.125% 1/15/15 pay-in-kind (f)(g)

46,732

26,170

9.25% 9/1/12 (f)

1,610

1,272

Intelsat Jackson Holdings Ltd.:

9.5% 6/15/16 (f)

99,935

83,927

11.5% 6/15/16 (f)

1,790

1,504

Intelsat Ltd. 7.625% 4/15/12

9,565

5,930

Intelsat Subsidiary Holding Co. Ltd. 8.875% 1/15/15 (f)

40,360

34,003

Level 3 Financing, Inc.:

8.75% 2/15/17

9,850

4,679

9.25% 11/1/14

11,130

6,122

12.25% 3/15/13

16,000

10,320

MetroPCS Wireless, Inc. 9.25% 11/1/14

10,700

8,908

Nextel Communications, Inc. 7.375% 8/1/15

13,910

7,651

Qwest Corp.:

6.0688% 6/15/13 (g)

20,090

14,666

7.5% 10/1/14

9,680

7,357

7.875% 9/1/11

8,465

7,407

Sprint Capital Corp. 6.9% 5/1/19

43,220

30,470

U.S. West Communications 5.625% 11/15/08

5,000

4,938

Wind Acquisition Finance SA 10.75% 12/1/15 (f)

7,565

6,128

Windstream Corp.:

7% 3/15/19

9,490

6,169

8.125% 8/1/13

7,580

6,140

8.625% 8/1/16

8,675

6,593

 

346,157

Textiles & Apparel - 0.1%

Hanesbrands, Inc. 6.5081% 12/15/14 (f)(g)

6,430

4,372

TOTAL NONCONVERTIBLE BONDS

3,204,759

TOTAL CORPORATE BONDS

(Cost $4,564,396)

3,239,224

Common Stocks - 0.1%

Shares

Value (000s)

Air Transportation - 0.1%

Delta Air Lines, Inc. (a)

195,269

$ 2,144

Containers - 0.0%

Trivest 1992 Special Fund Ltd. (a)(h)

13,662,268

0

Telecommunications - 0.0%

Sprint Nextel Corp.

227,548

712

Textiles & Apparel - 0.0%

Arena Brands Holding Corp. Class B (h)

143,778

935

TOTAL COMMON STOCKS

(Cost $10,565)

3,791

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

Automotive - 0.0%

Cambridge Industries, Inc. (liquidation trust) (a)
(Cost $0)

2,303,017

23

Floating Rate Loans - 15.1%

 

Principal Amount (000s)

 

Aerospace - 0.4%

Sequa Corp. term loan 6.3797% 12/3/14 (g)

$ 19,674

14,362

Automotive - 0.2%

Ford Motor Co. term loan 7.59% 12/15/13 (g)

11,093

5,935

General Motors Corp. term loan 5.795% 11/29/13 (g)

4,190

2,388

 

8,323

Broadcasting - 0.6%

Univision Communications, Inc. Tranche 1LN, term loan 5.25% 9/29/14 (g)

42,900

23,166

VNU, Inc. term loan 4.8025% 8/9/13 (g)

4,380

3,154

 

26,320

Building Materials - 0.1%

Building Materials Corp. of America term loan 6.6247% 2/22/14 (g)

7,826

5,478

Cable TV - 1.9%

Charter Communications Operating LLC Tranche B 1LN, term loan 5.3133% 3/6/14 (g)

64,071

47,412

CSC Holdings, Inc. Tranche B, term loan 4.5688% 3/31/13 (g)

36,454

31,715

 

79,127

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Capital Goods - 0.1%

Dresser, Inc. Tranche 2LN, term loan 8.5569% 5/4/15 pay-in-kind (g)

$ 8,220

$ 4,932

Chemicals - 0.4%

Georgia Gulf Corp. term loan 9.045% 10/3/13 (g)

14,888

11,836

MacDermid, Inc. Tranche B, term loan 5.7619% 4/12/14 (g)

5,377

3,603

 

15,439

Electric Utilities - 2.1%

Calpine Corp. Tranche D, term loan 6.645% 3/29/14 (g)

50,945

39,992

Texas Competitive Electric Holdings Co. LLC:

Tranche B1, term loan 6.6317% 10/10/14 (g)

13,289

10,465

Tranche B2, term loan 6.6586% 10/10/14 (g)

49,123

38,439

 

88,896

Energy - 0.3%

CCS, Inc. Tranche B term loan 6.1175% 11/14/14 (g)

15,746

12,754

Food and Drug Retail - 0.2%

Rite Aid Corp. Tranche ABL, term loan 5.0137% 6/4/14 (g)

7,831

5,873

Healthcare - 2.2%

Bausch & Lomb, Inc. term loan:

4.7071% 4/26/15 (g)(i)

969

775

7.0119% 4/26/15 (g)

3,845

3,076

Community Health Systems, Inc.:

term loan 5.1611% 7/25/14 (g)

18,140

14,694

Tranche DD, term loan 7/25/14 (i)

928

752

DaVita, Inc. Tranche B1, term loan 4.7664% 10/5/12 (g)

20,872

18,159

HCA, Inc. Tranche B, term loan 6.0119% 11/17/13 (g)

56,027

46,362

LifeCare Holdings, Inc. term loan 7.96% 8/11/12 (g)

9,729

5,351

VWR Funding, Inc. term loan 5.6713% 6/29/14 (g)

5,525

3,923

 

93,092

Homebuilding/Real Estate - 0.1%

Realogy Corp.:

Credit-Linked Deposit 6.9263% 10/10/13 (g)

1,194

752

Tranche B, term loan 6% 10/10/13 (g)

4,436

2,795

 

3,547

Leisure - 0.1%

Easton Bell Sports, Inc. Tranche B, term loan 7.0707% 3/16/12 (g)

6,735

4,782

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Paper - 0.6%

Georgia-Pacific Corp. Tranche B1, term loan 4.6523% 12/21/12 (g)

$ 31,795

$ 26,549

Publishing/Printing - 1.4%

Education Media and Publishing Group Ltd. Tranche 2LN, term loan 13.0163% 12/12/14 (g)

58,780

41,146

Thomson Learning, Inc. term loan 5.62% 7/5/14 (g)

23,950

18,082

 

59,228

Services - 0.9%

ARAMARK Corp.:

Credit-Linked Deposit 5.7869% 1/26/14 (g)

531

419

term loan 5.6369% 1/26/14 (g)

8,352

6,389

Avis Budget Car Rental LLC/Avis Budget Finance, Inc. term loan 4.67% 4/19/12 (g)

9,174

5,046

RSC Equipment Rental Tranche 2LN, term loan 7.6989% 11/30/13 (g)

41,274

24,558

 

36,412

Specialty Retailing - 0.8%

Michaels Stores, Inc. term loan 5.3477% 10/31/13 (g)

25,121

14,696

Sally Holdings LLC Tranche B, term loan 5.1964% 11/16/13 (g)

4,350

3,524

Toys 'R' US, Inc. term loan 6.72% 12/8/09 (g)

20,240

14,573

 

32,793

Super Retail - 0.5%

Dollar General Corp. Tranche B1, term loan 5.7407% 7/6/14 (g)

17,450

14,047

Neiman Marcus Group, Inc. term loan 4.565% 4/6/13 (g)

6,200

4,712

 

18,759

Technology - 1.1%

First Data Corp. Tranche B1, term loan 6.053% 9/24/14 (g)

6,758

4,933

Flextronics International Ltd. Tranche B-B, term loan 6.1325% 10/1/12 (g)

10,726

8,259

Freescale Semiconductor, Inc. term loan 5.47% 12/1/13 (g)

6,009

4,026

SunGard Data Systems, Inc. term loan 4.5525% 2/28/14 (g)

37,934

28,830

 

46,048

Telecommunications - 1.1%

Digicel International Finance Ltd. term loan 6.3125% 3/30/12 (g)

1,755

1,281

Floating Rate Loans - continued

 

Principal Amount (000s)

Value (000s)

Telecommunications - continued

Intelsat Jackson Holdings Ltd. term loan 6.8825% 2/1/14 (g)

$ 22,005

$ 16,504

Level 3 Communications, Inc. term loan 7% 3/13/14 (g)

15,385

10,962

MetroPCS Wireless, Inc. Tranche B, term loan 5.1757% 11/3/13 (g)

10,676

8,754

Wind Telecomunicazioni SpA term loan 11.7525% 12/12/11 pay-in-kind (g)

11,610

7,850

 

45,351

TOTAL FLOATING RATE LOANS

(Cost $803,530)

628,065

Money Market Funds - 6.0%

Shares

 

Fidelity Cash Central Fund, 1.81% (b)
(Cost $250,390)

250,389,940

250,390

Cash Equivalents - 0.1%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.17%, dated 10/31/08 due 11/3/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $5,042)

$ 5,042

5,042

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $5,633,923)

4,126,535

NET OTHER ASSETS - 0.7%

27,398

NET ASSETS - 100%

$ 4,153,933

Legend

(a) Non-income producing

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

(c) Non-income producing - Issuer is in default.

(d) Security initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(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 $674,892,000 or 16.2% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $935,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Arena Brands Holding Corp. Class B

6/18/97

$ 5,807

Trivest 1992 Special Fund Ltd.

7/30/92

$ 0

(i) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $1,316,000 and $1,062,000, respectively. The coupon rate will be determined at time of settlement.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$5,042,000 due 11/03/08 at 0.17%

BNP Paribas Securities Corp.

$ 1,204

Banc of America Securities LLC

2,826

Barclays Capital, Inc.

640

Credit Suisse Securities (USA) LLC

256

Deutsche Bank Securities, Inc.

116

 

$ 5,042

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
(Amount in thousands)

Fidelity Cash Central Fund

$ 2,937

Other Information

The following is a summary of the inputs used, as of October 31, 2008, involving the Fund's assets carried at 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 Security 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

$ 4,126,535

$ 253,246

$ 3,830,884

$ 42,405

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

 

Investments in Securities
(Amounts in thousands)

Beginning Balance

$ 27,180

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(5,726)

Cost of Purchases

46,053

Proceeds of Sales

(25,623)

Amortization/Accretion

187

Transfer in/out of Level 3

334

Ending Balance

$ 42,405

The information used in the above reconciliation represents fiscal year to date activity for any Investment 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 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2008, the fund had a capital loss carryforward of approximately $842,080,000 of which $102,614,000, $461,978,000 and $277,488,000 will expire on April 30, 2009, 2010 and 2011, respectively.

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 amount)

October 31, 2008

Assets

Investment in securities, at value (including repurchase agreements of $5,042) - See accompanying schedule:

Unaffiliated issuers (cost $5,383,533)

$ 3,876,145

 

Fidelity Central Funds (cost $250,390)

250,390

 

Total Investments (cost $5,633,923)

 

$ 4,126,535

Cash

1,599

Receivable for investments sold

18,174

Receivable for fund shares sold

9,139

Interest receivable

117,986

Distributions receivable from Fidelity Central Funds

281

Prepaid expenses

1

Other receivables

4

Total assets

4,273,719

 

 

 

Liabilities

Payable for investments purchased

$ 110,982

Payable for fund shares redeemed

2,880

Distributions payable

3,020

Accrued management fee

2,035

Other affiliated payables

786

Other payables and accrued expenses

83

Total liabilities

119,786

 

 

 

Net Assets

$ 4,153,933

Net Assets consist of:

 

Paid in capital

$ 6,579,702

Undistributed net investment income

32,562

Accumulated undistributed net realized gain (loss) on investments

(950,813)

Net unrealized appreciation (depreciation) on investments

(1,507,518)

Net Assets, for 648,660 shares outstanding

$ 4,153,933

Net Asset Value, offering price and redemption price per share ($4,153,933 ÷ 648,660 shares)

$ 6.40

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 October 31, 2008

Investment Income

 

 

Dividends

 

$ 6,076

Interest

 

227,731

Income from Fidelity Central Funds

 

2,937

Total income

 

236,744

 

 

 

Expenses

Management fee

$ 14,754

Transfer agent fees

4,121

Accounting fees and expenses

590

Custodian fees and expenses

32

Independent trustees' compensation

12

Registration fees

57

Audit

73

Legal

24

Miscellaneous

8

Total expenses before reductions

19,671

Expense reductions

(91)

19,580

Net investment income

217,164

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

(85,750)

Change in net unrealized appreciation (depreciation) on investment securities

(1,358,472)

Net gain (loss)

(1,444,222)

Net increase (decrease) in net assets resulting from operations

$ (1,227,058)

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 October 31,
2008

Year ended
April 30,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 217,164

$ 375,420

Net realized gain (loss)

(85,750)

(5,094)

Change in net unrealized appreciation (depreciation)

(1,358,472)

(318,429)

Net increase (decrease) in net assets resulting
from operations

(1,227,058)

51,897

Distributions to shareholders from net investment income

(199,174)

(384,195)

Share transactions
Proceeds from sales of shares

735,437

1,390,583

Reinvestment of distributions

181,159

350,057

Cost of shares redeemed

(772,888)

(1,000,419)

Net increase (decrease) in net assets resulting from share transactions

143,708

740,221

Redemption fees

581

593

Total increase (decrease) in net assets

(1,281,943)

408,516

 

 

 

Net Assets

Beginning of period

5,435,876

5,027,360

End of period (including undistributed net investment income of $32,562 and undistributed net investment income of $14,572, respectively)

$ 4,153,933

$ 5,435,876

Other Information

Shares

Sold

95,144

159,643

Issued in reinvestment of distributions

23,233

40,421

Redeemed

(102,767)

(115,078)

Net increase (decrease)

15,610

84,986

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

Semiannual Report

Financial Highlights

 

Six months ended October 31,
2008
Years ended April 30,
 
2008
2007
2006
2005
2004

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.59

$ 9.17

$ 8.87

$ 8.65

$ 8.87

$ 8.36

Income from Investment Operations

 

 

 

 

 

 

Net investment income D

  .335

  .639

  .654

  .614

  .629

  .672

Net realized and unrealized gain (loss)

  (2.218)

  (.566)

  .291

  .216

  (.174)

  .534

Total from investment operations

  (1.883)

  .073

  .945

  .830

  .455

  1.206

Distributions from net investment income

  (.308)

  (.654)

  (.646)

  (.610)

  (.676)

  (.699)

Redemption fees added to paid in capital D

  .001

  .001

  .001

  - H

  .001

  .003

Net asset value, end of period

$ 6.40

$ 8.59

$ 9.17

$ 8.87

$ 8.65

$ 8.87

Total Return B,C

  (22.50)%

  .99%

  11.09%

  9.85%

  5.18%

  14.84%

Ratios to Average Net Assets E,G

 

 

 

 

 

Expenses before reductions

  .75% A

  .75%

  .75%

  .77%

  .77%

  .77%

Expenses net of fee waivers, if any

  .75% A

  .75%

  .75%

  .77%

  .77%

  .77%

Expenses net of all reductions

  .75% A

  .74%

  .75%

  .76%

  .77%

  .77%

Net investment income

  8.26% A

  7.36%

  7.31%

  6.97%

  7.07%

  7.67%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 4,154

$ 5,436

$ 5,027

$ 3,716

$ 3,028

$ 2,921

Portfolio turnover
rate F

  32% A

  33%

  39%

  40%

  65%

  84%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H Amount represents less than $.001 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended October 31, 2008

(Amounts in thousands except ratios)

1. Organization.

Fidelity High Income Fund (the Fund) is a fund of Fidelity Summer Street Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) 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 FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site 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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1

Quoted prices in active markets for identical securities.

Level 2

Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3

Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of October 31, 2008, for the Fund's investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3)

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

were used in determining value, is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service (IRS).

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to defaulted bonds, market discount, partnerships, deferred trustees compensation, capital loss carryforwards, losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 4,762

Unrealized depreciation

(1,492,862)

Net unrealized appreciation (depreciation)

$ (1,488,100)

Cost for federal income tax purposes

$ 5,614,635

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $912,300 and $776,198, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, 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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period the transfer agent fees were equivalent to an annualized rate of .16% of average net assets.

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

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

Through arrangements with the Fund's custodian and transfer agent, 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 and transfer agent expenses by $26 and $65, respectively.

9. Other.

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

At the end of the period, Fidelity Freedom Fund 2020 was the owner of record of approximately 14% of the total outstanding shares of the Fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 53% of the total outstanding shares of the Fund.

During the period, Lehman Brothers Holdings, Inc. and certain of its affiliates (LBHI) sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. At the time LBHI's insolvency proceedings were instituted, the Fund had outstanding securities trades with counterparties affiliated with LBHI. As a result of the insolvency proceedings, LBHI is unable to fulfill its commitments and, in certain cases, the Fund may have terminated its trades and related agreements with the relevant entities and, where appropriate, is in the process of initiating claims for damages. FMR believes that the financial impact to the Fund relating to the terminated trades and agreements is immaterial.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Summer Street Trust and the Shareholders of Fidelity High Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity High Income Fund (a fund of Fidelity Summer Street Trust) at October 31, 2008, 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 High Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with 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 October 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 23, 2008

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on March 19, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

11,610,250,061.21

95.143

Withheld

592,704,240.35

4.857

TOTAL

12,202,954,301.56

100.000

Dennis J. Dirks

Affirmative

11,685,717,439.03

95.761

Withheld

517,236,862.53

4.239

TOTAL

12,202,954,301.56

100.000

Edward C. Johnson 3d

Affirmative

11,570,214,714.52

94.815

Withheld

632,739,587.04

5.185

TOTAL

12,202,954,301.56

100.000

Alan J. Lacy

Affirmative

11,664,859,946.20

95.590

Withheld

538,094,355.36

4.410

TOTAL

12,202,954,301.56

100.000

Ned C. Lautenbach

Affirmative

11,662,444,292.18

95.571

Withheld

540,510,009.38

4.429

TOTAL

12,202,954,301.56

100.000

Joseph Mauriello

Affirmative

11,675,031,038.16

95.674

Withheld

527,923,263.40

4.326

TOTAL

12,202,954,301.56

100.000

Cornelia M. Small

Affirmative

11,667,251,248.13

95.610

Withheld

535,703,053.43

4.390

TOTAL

12,202,954,301.56

100.000

 

# of
Votes

% of
Votes

William S. Stavropoulos

Affirmative

11,625,197,579.40

95.265

Withheld

577,756,722.16

4.735

TOTAL

12,202,954,301.56

100.000

David M. Thomas

Affirmative

11,678,121,052.04

95.699

Withheld

524,833,249.52

4.301

TOTAL

12,202,954,301.56

100.000

Michael E. Wiley

Affirmative

11,668,200,916.65

95.618

Withheld

534,753,384.91

4.382

TOTAL

12,202,954,301.56

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

 

# of
Votes

% of
Votes

Affirmative

9,287,010,671.33

76.105

Against

1,918,338,397.31

15.720

Abstain

604,518,107.25

4.954

Broker
Non-Votes

393,087,125.67

3.221

TOTAL

12,202,954,301.56

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity High Income Fund

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

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

On June 19, 2008, the Board voted to continue the fund's Advisory Contracts for one month, through July 31, 2008, in connection with the reorganization of the Fidelity funds under two separate boards. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be extended, without modification, through July 31, 2008, with the understanding that the Board would consider their renewal in July 2008.

At its July 2008 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved agreements with foreign sub-advisers Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Japan) Inc., and Fidelity Management & Research (Hong Kong) Limited.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In considering whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board further considered that Fidelity voluntarily pays for market data out of its own resources.

Semiannual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fees on Fidelity's Institutional Money Market Funds and launching Class IV and Institutional Class of certain of these funds; (iii) reducing the transfer agent fees for the Fidelity Select Portfolios and Investor Class of the VIP funds; and (iv) launching Class K of 29 equity funds as a lower-fee class available to certain employer-sponsored retirement plans.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2007, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity High Income Fund


fid206

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the second quartile for the one- and five-year periods and the first quartile for the three-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return compared favorably to its benchmark.

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

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG%" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG% of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity High Income Fund


fid208

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2007.

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's total expenses ranked below its competitive median for 2007.

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

Based on its review, the Board concluded that the fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

Semiannual Report

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

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

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends and actions to be taken by FMR to improve certain funds' overall performance; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability and the extent to which portfolio manager compensation is linked to fund performance; (v) Fidelity's fee structures and rationale for recommending different fees among categories of funds; and (vi) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees.

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

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

fid107For mutual fund and brokerage trading.

fid109For quotes.*

fid111For account balances and holdings.

fid113To review orders and mutual
fund activity.

fid115To change your PIN.

fid117fid119To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid121 1-800-544-5555

fid121 Automated line for quickest service

SPH-USAN-1208
1.784853.105

fid124

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Summer Street Trust's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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

SIGNATURES

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

Fidelity Summer Street Trust

By:

/s/ Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

January 5, 2009

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

By:

/s/ Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

January 5, 2009

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

January 5, 2009