N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3221

Fidelity Charles 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:

October 31

 

 

Date of reporting period:

October 31, 2012

Item 1. Reports to Stockholders

Fidelity®

Global Balanced

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

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 financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Past 10
years

Fidelity® Global Balanced Fund

8.11%

1.96%

9.12%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Global Balanced Fund, a class of the fund, on October 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the MSCI® World Index performed over the same period.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities experienced turbulent swings during the 12 months ending October 31, 2012, but still managed a solid gain. Volatility peppered the past year, as several macroeconomic concerns weighed on investors, including the eurozone debt crisis, the strength of the U.S. economic recovery, and a slowdown in China's growth. But, stocks in the U.S. and overseas were generally resilient, gaining 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed by accommodative monetary policy in the United States and Europe. Within the index, U.S. stocks fared best, advancing 15%. Asia-Pacific ex Japan also performed well, gaining roughly 10% on strong returns in Hong Kong and Singapore. Several European markets, most notably Germany (+11%) and Switzerland (+10%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral Europe caused the region to lag the index overall. Japan, emerging markets and Canada each underperformed, with Japan suffering the most, falling by about 3%. A stronger U.S. dollar dampened results for foreign stocks overall. Global bond markets delivered positive, albeit more-muted returns, with the Barclays® Global Aggregate GDP Weighted Index gaining 4.54%.

Comments from Ruben Calderon and Geoff Stein, Lead Co-Portfolio Managers of Fidelity® Global Balanced Fund: For the year, the fund's Retail Class shares gained 8.11%, versus 6.92% for the Fidelity Global Balanced Composite IndexSM - a 60%/40% blend of the MSCI® World Index and the Citigroup® World Government Bond Index. Strong security selection and positive overall asset allocation bolstered results. In particular, our choices among investment-grade bonds and beneficial overall positioning in European equities were the main drivers of the fund's performance. Within the investment-grade bond subportfolio, favorable picks among out-of-benchmark corporate bonds were key. As for European stocks, a combination of underweighting the sector, while making adroit stock choices among more-defensive consumer cyclicals and consumer discretionary names, boosted that subportfolio's return. From an asset-allocation perspective, modest, out-of-benchmark stakes in emerging-markets debt and high-yield bonds - via Fidelity central funds - were the biggest contributors, while an underweighting in global equities and an overweighting in investment-grade bonds proved moderately beneficial versus the index. On the downside, unfavorable positioning within the U.S. equity sleeve was the primary detractor.

Note to shareholders: Maria Nikishkova was named Co-Manager, replacing Leon Tucker, effective December 1, 2012.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,017.80

$ 6.70

Hypothetical A

 

$ 1,000.00

$ 1,018.50

$ 6.70

Class T

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 1,016.10

$ 7.91

Hypothetical A

 

$ 1,000.00

$ 1,017.29

$ 7.91

Class B

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 10.63

Hypothetical A

 

$ 1,000.00

$ 1,014.58

$ 10.63

Class C

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 10.73

Hypothetical A

 

$ 1,000.00

$ 1,014.48

$ 10.74

Global Balanced

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.40

$ 5.18

Hypothetical A

 

$ 1,000.00

$ 1,020.01

$ 5.18

Institutional Class

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.50

$ 5.13

Hypothetical A

 

$ 1,000.00

$ 1,020.06

$ 5.13

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

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United States of America* 43.0%

 

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Japan 17.5%

 

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United Kingdom 8.0%

 

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Canada 4.9%

 

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Germany 4.7%

 

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Italy 3.9%

 

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France 2.3%

 

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Netherlands 2.0%

 

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Australia 1.8%

 

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Other 11.9%

 

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* Includes short-term investments and net other assets (liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

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United States of America* 41.6%

 

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Japan 18.5%

 

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United Kingdom 8.6%

 

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Germany 5.0%

 

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Canada 3.4%

 

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Italy 3.3%

 

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France 2.9%

 

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Australia 1.7%

 

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Netherlands 1.5%

 

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Other 13.5%

 

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* Includes short-term investments and net other assets (liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

53.4

54.0

Bonds

42.0

41.3

Other Investments

0.2

0.3

Short-Term Investments and Net Other Assets (Liabilities)

4.4

4.4

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MasterCard, Inc. Class A (United States of America)

1.6

1.5

American Tower Corp. (United States of America)

1.1

0.5

Amgen, Inc. (United States of America)

1.1

0.3

Pioneer Natural Resources Co. (United States of America)

1.0

0.8

Gilead Sciences, Inc. (United States of America)

1.0

0.2

 

5.8

Top Five Bond Issuers as of October 31, 2012

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Japan Government

12.0

11.3

U.S. Treasury Obligations

3.1

1.2

German Federal Republic

3.0

3.7

Italian Republic

2.9

2.2

Canadian Government

1.4

0.4

 

22.4

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

17.4

18.9

Consumer Discretionary

10.0

11.7

Health Care

7.1

5.1

Energy

7.1

5.5

Industrials

6.4

6.6

Information Technology

6.0

9.9

Consumer Staples

5.9

6.0

Materials

3.4

4.0

Telecommunication Services

2.8

1.7

Utilities

1.8

1.7

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 53.1%

Shares

Value

Australia - 1.6%

Acrux Ltd.

56,716

$ 190,752

AMP Ltd.

127,215

606,135

Australia & New Zealand Banking Group Ltd.

30,549

807,055

BHP Billiton Ltd.

33,362

1,181,197

Commonwealth Bank of Australia

22,952

1,375,912

Computershare Ltd.

61,180

551,884

CSL Ltd.

11,342

559,244

Goodman Group unit

60,971

280,379

Iluka Resources Ltd.

11,087

114,168

Macquarie Group Ltd.

12,848

425,446

Origin Energy Ltd.

25,604

301,929

QBE Insurance Group Ltd.

25,757

352,394

Spark Infrastructure Group unit

185,107

324,734

Suncorp-Metway Ltd.

65,586

639,967

Telstra Corp. Ltd.

127,467

547,793

WorleyParsons Ltd.

9,388

240,414

TOTAL AUSTRALIA

8,499,403

Bailiwick of Jersey - 0.5%

Experian PLC

60,600

1,046,388

Randgold Resources Ltd.

4,600

549,873

Shire PLC

16,957

476,824

Wolseley PLC

12,900

563,943

TOTAL BAILIWICK OF JERSEY

2,637,028

Belgium - 0.6%

Anheuser-Busch InBev SA NV

29,400

2,458,756

KBC Groupe SA

17,855

419,115

UCB SA

3,200

186,646

TOTAL BELGIUM

3,064,517

Bermuda - 0.1%

Jardine Strategic Holdings Ltd.

4,000

145,600

Li & Fung Ltd.

128,000

214,708

Pacific Basin Shipping Ltd.

486,000

260,243

TOTAL BERMUDA

620,551

Canada - 3.4%

Agnico-Eagle Mines Ltd. (Canada)

3,200

180,674

Agrium, Inc.

4,000

421,247

Alamos Gold, Inc.

700

13,702

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

5,500

270,168

Athabasca Oil Corp. (a)

5,200

62,947

Common Stocks - continued

Shares

Value

Canada - continued

Bank of Montreal (e)

7,100

$ 419,566

Bank of Nova Scotia

8,300

450,839

Barrick Gold Corp.

8,600

347,789

Baytex Energy Corp.

2,900

131,970

BCE, Inc.

7,100

310,374

Boardwalk (REIT)

2,400

154,441

Brookfield Asset Management, Inc. Class A

5,200

179,000

Brookfield Properties Corp.

5,300

81,616

Calfrac Well Services Ltd.

500

11,469

Cameco Corp.

5,000

96,971

Canadian Imperial Bank of Commerce

1,800

141,585

Canadian National Railway Co.

5,100

440,374

Canadian Natural Resources Ltd.

13,400

403,845

Canadian Oil Sands Ltd.

6,600

140,095

Canadian Pacific

35,100

3,229,024

Catamaran Corp. (a)

24,180

1,135,461

Celtic Exploration Ltd. (a)

700

18,279

Cenovus Energy, Inc.

11,500

405,652

CGI Group, Inc. Class A (sub. vtg.) (a)

9,900

259,011

CI Financial Corp.

3,300

77,118

Copper Mountain Mining Corp. (a)

12,400

50,159

Corus Entertainment, Inc. Class B (non-vtg.)

1,900

43,013

Crescent Point Energy Corp.

5,400

224,380

Dollarama, Inc.

3,860

243,832

Eldorado Gold Corp.

15,050

222,416

Enbridge, Inc.

9,300

370,045

Finning International, Inc.

3,100

72,786

First Quantum Minerals Ltd.

5,600

125,877

Fortis, Inc.

100

3,381

Goldcorp, Inc.

13,900

628,370

IGM Financial, Inc.

500

19,840

Imperial Oil Ltd.

2,300

101,764

Intact Financial Corp.

3,250

199,312

Keyera Corp.

823

39,949

Manitoba Telecom Services, Inc.

2,100

70,501

Manulife Financial Corp.

6,500

80,310

MEG Energy Corp. (a)

1,800

65,746

Metro, Inc. Class A (sub. vtg.)

2,000

117,987

National Bank of Canada

2,200

170,009

Open Text Corp. (a)

1,800

96,745

Pacific Rubiales Energy Corp.

2,900

68,206

Pembina Pipeline Corp.

2,300

64,319

Common Stocks - continued

Shares

Value

Canada - continued

Penn West Petroleum Ltd.

4,900

$ 63,633

PetroBakken Energy Ltd. Class A

7,700

97,219

Precision Drilling Corp. (a)

2,600

18,613

Progressive Waste Solution Ltd.

900

17,419

Quebecor, Inc. Class B (sub. vtg.)

1,200

41,860

RioCan (REIT)

4,800

130,916

Rogers Communications, Inc. Class B (non-vtg.)

6,750

296,290

Royal Bank of Canada

17,100

974,893

Silver Wheaton Corp.

3,300

132,991

Sun Life Financial, Inc.

7,800

193,448

Suncor Energy, Inc.

26,772

898,521

Talisman Energy, Inc.

10,300

116,742

TELUS Corp.

4,000

259,685

The Toronto-Dominion Bank

11,300

919,048

Tim Hortons, Inc. (Canada)

1,500

74,463

Tourmaline Oil Corp. (a)

2,400

79,299

TransCanada Corp.

7,300

328,692

Trican Well Service Ltd.

2,300

27,450

Trinidad Drilling Ltd.

1,300

8,617

Valeant Pharmaceuticals International, Inc. (Canada) (a)

7,400

413,437

Vermilion Energy, Inc.

1,600

76,496

Yamana Gold, Inc.

9,400

189,835

TOTAL CANADA

17,821,731

Cayman Islands - 0.1%

SouFun Holdings Ltd. ADR

14,500

262,015

Tencent Holdings Ltd.

13,000

459,610

TOTAL CAYMAN ISLANDS

721,625

Denmark - 0.2%

Novo Nordisk A/S Series B

7,475

1,198,358

Finland - 0.1%

Sampo OYJ (A Shares)

9,829

308,050

France - 1.5%

Arkema SA

4,600

419,387

Atos Origin SA

5,097

342,282

BNP Paribas SA

19,972

1,004,663

Carrefour SA

16,725

404,080

Christian Dior SA

3,100

445,001

Credit Agricole SA (a)

39,500

297,358

Dassault Systemes SA

3,400

358,238

Essilor International SA

5,125

462,005

Common Stocks - continued

Shares

Value

France - continued

Eurofins Scientific SA

2,800

$ 432,966

PPR SA

4,800

843,949

Sanofi SA

25,250

2,217,644

Vivendi SA

28,836

589,971

TOTAL FRANCE

7,817,544

Germany - 1.1%

adidas AG

5,700

485,617

BASF AG

6,537

541,675

Bayer AG

14,100

1,227,945

Brenntag AG

3,200

403,320

Deutsche Boerse AG

6,000

324,763

Fresenius Medical Care AG & Co. KGaA

5,600

393,480

GSW Immobilien AG

9,600

395,004

HeidelbergCement Finance AG

10,100

535,296

KUKA AG (a)

5,500

164,890

SAP AG

11,482

837,302

Software AG (Bearer)

4,700

188,301

Wirecard AG

15,700

358,763

TOTAL GERMANY

5,856,356

Greece - 0.0%

Jumbo SA

26,400

174,514

Hong Kong - 0.5%

AIA Group Ltd.

168,600

667,869

BOC Hong Kong (Holdings) Ltd.

107,000

329,282

Lenovo Group Ltd.

160,000

128,619

SJM Holdings Ltd.

114,000

248,298

Sun Hung Kai Properties Ltd.

29,000

403,752

Techtronic Industries Co. Ltd.

148,500

282,819

Wharf Holdings Ltd.

97,000

663,976

TOTAL HONG KONG

2,724,615

Ireland - 0.6%

Accenture PLC Class A

10,000

674,100

Alkermes PLC (a)

26,000

481,780

Elan Corp. PLC (a)

43,300

471,240

Glanbia PLC

29,500

279,891

Ingersoll-Rand PLC

8,900

418,567

James Hardie Industries NV CDI

47,602

456,084

Common Stocks - continued

Shares

Value

Ireland - continued

Trinity Biotech PLC sponsored ADR

11,000

$ 155,540

XL Group PLC Class A

7,000

173,180

TOTAL IRELAND

3,110,382

Israel - 0.0%

Sarin Technologies Ltd.

170,500

137,680

Italy - 0.5%

Brunello Cucinelli SpA

8,600

152,155

ENI SpA

48,500

1,116,030

Geox SpA (e)

93,500

266,376

Prada SpA

58,200

474,609

Prysmian SpA

22,200

427,014

Saipem SpA

7,203

323,592

TOTAL ITALY

2,759,776

Japan - 3.7%

Aeon Mall Co. Ltd.

16,500

428,053

Anritsu Corp.

9,000

112,965

Aozora Bank Ltd.

41,000

115,558

Asahi Kasei Corp.

121,000

665,401

Astellas Pharma, Inc.

9,200

456,946

Canon, Inc.

24,100

783,242

Chiyoda Co. Ltd.

9,300

266,080

Cosmos Pharmaceutical Corp.

1,100

108,443

CyberAgent, Inc.

70

139,947

Daito Trust Construction Co. Ltd.

6,000

605,787

Daiwa House Industry Co. Ltd.

19,000

287,749

Digital Garage, Inc. (e)

20

38,632

Don Quijote Co. Ltd.

8,400

330,928

East Japan Railway Co.

8,200

562,896

Exedy Corp.

11,300

219,121

GREE, Inc. (e)

16,400

285,968

Hitachi High-Technologies Corp.

5,300

115,985

Hitachi Transport System Ltd.

17,900

268,399

Honda Motor Co. Ltd.

18,300

550,157

Japan Tobacco, Inc.

14,500

400,689

JS Group Corp.

32,900

727,402

Kakaku.com, Inc.

5,500

188,432

Kao Corp.

29,700

834,115

KDDI Corp.

5,800

450,457

Kenedix Realty Investment Corp.

26

88,849

Kubota Corp.

20,000

204,434

Common Stocks - continued

Shares

Value

Japan - continued

Kuraray Co. Ltd.

13,200

$ 153,281

Lawson, Inc.

4,500

330,891

Makita Corp.

1,800

71,139

Marubeni Corp.

43,000

278,479

Mitsubishi Gas Chemical Co., Inc.

69,000

340,549

Mitsubishi Heavy Industries Ltd.

123,000

517,700

Mitsubishi UFJ Financial Group, Inc.

72,900

329,797

Mitsui & Co. Ltd.

21,600

304,397

Mitsui Fudosan Co. Ltd.

19,000

383,903

Namco Bandai Holdings, Inc.

18,800

295,318

NGK Insulators Ltd.

23,000

256,420

NHK Spring Co. Ltd.

36,900

307,384

Nissan Motor Co. Ltd.

47,400

396,633

Nitto Boseki Co. Ltd.

15,000

49,230

Nitto Denko Corp.

9,600

435,325

NTT Urban Development Co.

110

90,530

ORIX Corp.

3,380

347,188

Pioneer Corp. (a)(e)

86,500

206,959

Rakuten, Inc.

23,200

208,663

Sega Sammy Holdings, Inc.

16,400

309,182

Shimadzu Corp.

22,000

147,989

Shin-Etsu Chemical Co., Ltd.

8,100

456,595

Shinsei Bank Ltd.

68,000

99,662

SMC Corp.

2,900

456,996

Softbank Corp.

10,300

326,044

Sony Financial Holdings, Inc.

17,800

317,515

Stanley Electric Co. Ltd.

11,500

158,462

Sumitomo Chemical Co. Ltd.

213,000

597,670

Sumitomo Mitsui Financial Group, Inc.

26,100

797,538

Sumitomo Realty & Development Co. Ltd.

14,000

386,521

Sundrug Co. Ltd.

12,800

471,241

Terumo Corp.

3,900

168,057

Toray Industries, Inc.

41,000

239,334

Toyo Engineering Corp.

19,000

78,542

Universal Entertainment Corp.

2,600

55,921

Yamato Kogyo Co. Ltd.

2,400

67,373

TOTAL JAPAN

19,675,063

Netherlands - 0.7%

Aalberts Industries NV

12,100

219,568

AEGON NV

83,500

466,987

ASML Holding NV (Netherlands)

4,700

258,370

Common Stocks - continued

Shares

Value

Netherlands - continued

D.E. Master Blenders 1753 NV (a)

46,400

$ 567,073

Heineken NV (Bearer)

6,400

394,569

Koninklijke Philips Electronics NV

18,300

458,343

LyondellBasell Industries NV Class A

8,700

464,493

NXP Semiconductors NV (a)

11,100

269,286

Randstad Holding NV

9,100

297,056

TOTAL NETHERLANDS

3,395,745

New Zealand - 0.0%

Fletcher Building Ltd.

21,674

125,543

Norway - 0.1%

DnB NOR ASA

28,800

359,665

Papua New Guinea - 0.1%

Oil Search Ltd. ADR

41,280

318,809

Singapore - 0.2%

DBS Group Holdings Ltd.

6,000

68,372

Ezra Holdings Ltd.

150,000

137,113

Great Eastern Holdings Ltd.

8,000

105,591

Keppel Corp. Ltd.

61,100

533,961

TOTAL SINGAPORE

845,037

South Africa - 0.1%

Naspers Ltd. Class N

3,600

233,717

Spain - 0.9%

Amadeus IT Holding SA Class A

11,600

287,175

Banco Bilbao Vizcaya Argentaria SA

120,650

1,008,146

Distribuidora Internacional de Alimentacion SA

32,700

197,934

Grifols SA (a)

12,900

447,436

Grifols SA ADR

15,850

398,786

Inditex SA

8,685

1,108,145

Repsol YPF SA

35,300

705,528

Telefonica SA

54,976

725,617

TOTAL SPAIN

4,878,767

Sweden - 0.3%

H&M Hennes & Mauritz AB (B Shares)

17,178

581,414

Swedbank AB (A Shares)

35,346

655,454

Swedish Match Co. AB

14,600

497,460

TOTAL SWEDEN

1,734,328

Switzerland - 1.5%

ACE Ltd.

14,000

1,101,100

Common Stocks - continued

Shares

Value

Switzerland - continued

Actelion Ltd.

5,016

$ 241,940

Adecco SA (Reg.)

5,743

277,746

Credit Suisse Group

9,881

229,786

Credit Suisse Group sponsored ADR

4,800

112,032

Nestle SA

41,069

2,606,226

Schindler Holding AG (participation certificate)

4,473

589,324

Syngenta AG (Switzerland)

1,930

752,487

UBS AG

73,436

1,101,804

UBS AG (NY Shares)

50,000

751,000

TOTAL SWITZERLAND

7,763,445

United Kingdom - 5.1%

Antofagasta PLC

17,900

363,099

ASOS PLC (a)

4,500

163,755

Barclays PLC

225,620

834,283

Barratt Developments PLC (a)

263,300

805,611

Bellway PLC

34,900

569,394

BG Group PLC

28,182

521,868

BHP Billiton PLC

36,439

1,167,916

British American Tobacco PLC (United Kingdom)

27,300

1,354,069

British Land Co. PLC

64,376

549,042

Ensco PLC Class A

6,600

381,612

Filtrona PLC

58,700

542,786

Hilton Food Group PLC

40,200

180,184

HSBC Holdings PLC (United Kingdom)

229,600

2,263,693

Intertek Group PLC

7,700

350,285

Kingfisher PLC

98,200

458,771

Lloyds Banking Group PLC (a)

452,900

298,236

Meggitt PLC

96,600

601,729

Michael Page International PLC

73,800

429,217

Next PLC

11,900

684,801

Old Mutual PLC

186,112

516,582

Persimmon PLC

50,300

645,314

Prudential PLC

54,363

746,600

Reckitt Benckiser Group PLC

16,200

980,353

Redrow PLC (a)

204,400

520,504

Rightmove PLC

5,500

142,986

Rolls-Royce Group PLC

55,961

771,674

Rolls-Royce Group PLC Class C

4,253,036

6,863

Royal Dutch Shell PLC Class A (United Kingdom)

74,194

2,545,800

SABMiller PLC

21,600

925,279

Serco Group PLC

24,078

220,119

Common Stocks - continued

Shares

Value

United Kingdom - continued

Standard Chartered PLC (United Kingdom)

24,919

$ 588,518

Taylor Wimpey PLC

1,113,900

1,098,307

Ted Baker PLC

28,400

434,473

Tesco PLC

114,000

588,420

Unilever PLC

39,800

1,484,667

Vodafone Group PLC

576,400

1,565,292

Whitbread PLC

13,612

516,210

TOTAL UNITED KINGDOM

26,818,312

United States of America - 29.6%

Abbott Laboratories

41,000

2,686,320

American International Group, Inc. (a)

92,000

3,213,560

American Tower Corp.

76,000

5,722,040

Amgen, Inc.

65,000

5,625,425

Apple, Inc.

8,500

5,058,350

Beam, Inc.

16,100

894,516

Berkshire Hathaway, Inc. Class B (a)

30,000

2,590,500

Cabela's, Inc. Class A (a)

76,000

3,405,560

Cabot Oil & Gas Corp.

84,000

3,946,320

Capital One Financial Corp.

50,000

3,008,500

Citigroup, Inc.

95,000

3,552,050

Clean Harbors, Inc. (a)

4,000

233,400

Comcast Corp. Class A

119,000

4,463,690

Constellation Brands, Inc. Class A (sub. vtg.) (a)

16,000

565,440

Crown Castle International Corp. (a)

14,000

934,500

Discover Financial Services

57,400

2,353,400

Discovery Communications, Inc. (a)

71,000

4,190,420

DISH Network Corp. Class A

15,000

534,450

Eastman Chemical Co.

3,000

177,720

eBay, Inc. (a)

92,000

4,442,680

Estee Lauder Companies, Inc. Class A

30,300

1,867,086

Facebook, Inc. Class A

21,000

443,415

Foot Locker, Inc.

21,000

703,500

Freeport-McMoRan Copper & Gold, Inc.

37,000

1,438,560

G-III Apparel Group Ltd. (a)

17,000

628,320

General Electric Co.

236,600

4,982,796

Georgia Gulf Corp.

11,200

396,368

Gilead Sciences, Inc. (a)

81,300

5,460,108

GNC Holdings, Inc.

32,000

1,237,440

Home Depot, Inc.

39,000

2,393,820

International Paper Co.

28,000

1,003,240

J.B. Hunt Transport Services, Inc.

48,300

2,835,210

Common Stocks - continued

Shares

Value

United States of America - continued

James River Coal Co. (a)(e)

101,000

$ 506,010

Johnson & Johnson

38,000

2,691,160

lululemon athletica, Inc. (a)

600

41,406

Lumber Liquidators Holdings, Inc. (a)

6,000

334,920

M&T Bank Corp.

26,000

2,706,600

Marathon Petroleum Corp.

20,000

1,098,600

MasterCard, Inc. Class A

18,500

8,527,205

McGraw-Hill Companies, Inc.

5,300

292,984

Medivation, Inc. (a)

13,000

664,560

Merck & Co., Inc.

43,000

1,962,090

Noble Energy, Inc.

26,100

2,479,761

Ocwen Financial Corp. (a)

24,000

925,680

Onyx Pharmaceuticals, Inc. (a)

28,000

2,194,080

Palo Alto Networks, Inc.

1,600

87,968

Peabody Energy Corp.

62,000

1,729,800

Pfizer, Inc.

103,000

2,561,610

Phillips 66

101,000

4,763,160

Pioneer Natural Resources Co.

52,100

5,504,365

Prestige Brands Holdings, Inc. (a)

83,000

1,443,370

PulteGroup, Inc. (a)

109,000

1,890,060

PVH Corp.

14,000

1,539,860

Ralph Lauren Corp.

3,000

461,070

Realogy Holdings Corp.

24,800

881,392

salesforce.com, Inc. (a)

25,100

3,664,098

SBA Communications Corp. Class A (a)

16,000

1,066,080

Sempra Energy

21,700

1,513,575

Sirius XM Radio, Inc. (a)

118,000

330,400

The Cooper Companies, Inc.

8,000

767,840

The Travelers Companies, Inc.

20,000

1,418,800

Theravance, Inc. (a)

6,800

153,068

TJX Companies, Inc.

63,200

2,631,016

Toll Brothers, Inc. (a)

34,000

1,122,340

Under Armour, Inc. Class A (sub. vtg.) (a)

20,200

1,055,652

Union Pacific Corp.

34,800

4,281,444

United Rentals, Inc. (a)

22,000

894,520

Urban Outfitters, Inc. (a)

18,000

643,680

USG Corp. (a)

19,000

507,490

Visa, Inc. Class A

13,700

1,901,012

Wal-Mart Stores, Inc.

63,000

4,726,260

Wells Fargo & Co.

64,000

2,156,160

Whirlpool Corp.

4,000

390,720

Common Stocks - continued

Shares

Value

United States of America - continued

Workday, Inc.

7,800

$ 378,300

Yum! Brands, Inc.

4,100

287,451

TOTAL UNITED STATES OF AMERICA

156,166,321

TOTAL COMMON STOCKS

(Cost $247,796,937)


279,766,882

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

Germany - 0.3%

Porsche Automobil Holding SE (Germany)

6,600

438,166

ProSiebenSat.1 Media AG

11,800

328,833

Volkswagen AG

3,000

620,597

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $881,288)


1,387,596

Nonconvertible Bonds - 12.1%

 

Principal
Amount (d)

 

Australia - 0.2%

Rio Tinto Finance Ltd. (United States) 9% 5/1/19

$ 250,000

343,244

Westpac Banking Corp. 4.875% 11/19/19

600,000

692,977

TOTAL AUSTRALIA

1,036,221

Bailiwick of Jersey - 0.1%

Gatwick Funding Ltd. 5.75% 1/23/37

GBP

350,000

627,298

Belgium - 0.2%

Anheuser-Busch InBev SA NV 2.875% 9/25/24

EUR

850,000

1,130,361

British Virgin Islands - 0.1%

CNOOC Finance 2011 Ltd. 4.25% 1/26/21

400,000

441,220

Canada - 0.0%

The Toronto Dominion Bank 2.375% 10/19/16

250,000

262,761

Cayman Islands - 0.2%

Bishopgate Asset Finance Ltd. 4.808% 8/14/44

GBP

191,820

307,824

IPIC GMTN Ltd.:

5.875% 3/14/21 (Reg S.)

EUR

175,000

265,387

6.875% 3/14/26

GBP

150,000

301,973

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Cayman Islands - continued

Thames Water Utilities Cayman Finance Ltd. 6.125% 2/4/13

EUR

150,000

$ 197,130

Yorkshire Water Services Finance Ltd. 6.375% 8/19/39

GBP

100,000

215,659

TOTAL CAYMAN ISLANDS

1,287,973

France - 0.8%

Arkema SA 3.85% 4/30/20

EUR

300,000

416,565

AXA SA 5.25% 4/16/40 (h)

EUR

500,000

622,421

BNP Paribas 2.375% 9/14/17

400,000

402,766

BNP Paribas SA 2.5% 8/23/19

EUR

400,000

524,773

Credit Commercial de France 4.875% 1/15/14

EUR

250,000

340,591

Credit Logement SA 1.402% (g)(h)

EUR

250,000

169,820

EDF SA 4.625% 9/11/24

EUR

150,000

224,268

Eutelsat SA 5% 1/14/19

EUR

300,000

451,867

Iliad SA 4.875% 6/1/16

EUR

500,000

693,833

Societe Generale SCF 4% 7/7/16

EUR

450,000

647,201

TOTAL FRANCE

4,494,105

Germany - 0.3%

FMS Wertmanagement AoeR 1% 7/18/17 (Reg. S)

EUR

1,100,000

1,430,886

Hong Kong - 0.1%

Wharf Finance Ltd. 4.625% 2/8/17

400,000

429,718

Ireland - 0.1%

GE Capital UK Funding 4.375% 7/31/19

GBP

450,000

787,803

Isle of Man - 0.1%

AngloGold Ashanti Holdings PLC 5.375% 4/15/20

300,000

315,511

Italy - 0.5%

Edison SpA 3.875% 11/10/17 (Reg. S)

EUR

800,000

1,108,084

Intesa Sanpaolo SpA:

4.875% 7/10/15

EUR

300,000

402,154

6.375% 11/12/17 (h)

GBP

150,000

232,356

UniCredit SpA 6.95% 10/31/22 (Reg. S)

EUR

300,000

390,033

Unione di Banche Italiane SCPA 4.5% 2/22/16

EUR

200,000

272,870

TOTAL ITALY

2,405,497

Japan - 0.2%

ORIX Corp. 5% 1/12/16

450,000

485,019

Sumitomo Mitsui Banking Corp. 4.85% 3/1/22 (Reg. S)

500,000

559,398

TOTAL JAPAN

1,044,417

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Korea (South) - 0.4%

Export-Import Bank of Korea:

5% 4/11/22

$ 200,000

$ 235,180

5.875% 1/14/15

500,000

548,858

Korea Electric Power Corp. 5.5% 7/21/14 (Reg. S)

190,000

203,339

Korea Resources Corp. 4.125% 5/19/15

610,000

644,341

National Agricultural Cooperative Federation:

4.25% 1/28/16 (Reg. S)

450,000

482,022

5% 9/30/14 (Reg. S)

200,000

213,724

TOTAL KOREA (SOUTH)

2,327,464

Luxembourg - 0.5%

Gaz Capital SA (Luxembourg) 5.364% 10/31/14

EUR

150,000

207,799

Gazprom International SA 7.201% 2/1/20

143,947

161,221

Glencore Finance (Europe) SA:

4.125% 4/3/18

EUR

400,000

553,249

5.25% 3/22/17

EUR

250,000

360,087

7.125% 4/23/15

EUR

150,000

219,861

SB Capital SA 5.125% 10/29/22 (Reg. S)

600,000

598,500

Tyco Electronics Group SA 3.5% 2/3/22

300,000

312,071

TOTAL LUXEMBOURG

2,412,788

Mexico - 0.2%

America Movil SAB de CV:

3% 7/12/21

EUR

275,000

366,304

5% 3/30/20

400,000

470,204

TOTAL MEXICO

836,508

Multi-National - 0.2%

European Investment Bank 1.75% 3/15/17

1,000,000

1,036,278

Netherlands - 0.8%

Alliander NV 2.875% 6/14/24

EUR

250,000

333,076

EDP Finance BV 5.75% 9/21/17

EUR

250,000

331,328

Heineken NV:

1.4% 10/1/17 (f)

550,000

552,239

2.75% 4/1/23 (f)

200,000

201,844

HIT Finance BV 5.75% 3/9/18

EUR

400,000

559,004

ING Verzekeringen NV 2.088% 6/21/21 (h)

EUR

850,000

1,069,006

Linde Finance BV 3.875% 6/1/21

EUR

500,000

743,919

Volkswagen International Finance NV 2.375% 3/22/17 (f)

400,000

413,825

TOTAL NETHERLANDS

4,204,241

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Norway - 0.2%

Eksportfinans ASA 2% 9/15/15

$ 850,000

$ 807,500

Singapore - 0.1%

CMT MTN Pte. Ltd. 3.731% 3/21/18 (Reg. S)

400,000

424,015

PSA International Pte Ltd. 4.625% 9/11/19 (Reg. S)

250,000

284,676

TOTAL SINGAPORE

708,691

Spain - 0.3%

BBVA US Senior SAU 4.664% 10/9/15

500,000

504,902

MAPFRE SA 5.921% 7/24/37 (h)

EUR

150,000

145,817

Santander Finance Preferred SA Unipersonal 7.3% 7/27/19 (h)

GBP

100,000

155,162

Telefonica Emisiones SAU:

4.71% 1/20/20

EUR

200,000

263,050

5.811% 9/5/17

EUR

300,000

427,526

TOTAL SPAIN

1,496,457

Sweden - 0.0%

Akzo Nobel Sweden Finance AB 2.625% 7/27/22

EUR

200,000

256,194

United Kingdom - 2.3%

Abbey National Treasury Services PLC:

3.625% 9/8/16

EUR

400,000

566,366

5.25% 2/16/29

GBP

550,000

1,066,002

Barclays Bank PLC:

4.25% 1/12/22

GBP

550,000

995,785

6.75% 1/16/23 (h)

GBP

300,000

504,508

BAT International Finance PLC:

7.25% 3/12/24

GBP

100,000

216,763

8.125% 11/15/13

200,000

214,200

Centrica PLC:

4.25% 9/12/44

GBP

250,000

393,535

4.375% 3/13/29

GBP

350,000

609,995

Direct Line Insurance Grup PLC 9.25% 4/27/42 (h)

GBP

100,000

177,513

Eastern Power Networks PLC 4.75% 9/30/21 (Reg. S)

GBP

100,000

179,880

EDF Energy Networks EPN PLC 6.25% 11/12/36

GBP

160,000

322,083

Eversholt Funding PLC 5.831% 12/2/20

GBP

100,000

188,957

Experian Finance PLC:

2.375% 6/15/17 (f)

425,000

435,100

4.75% 11/23/18

GBP

300,000

543,644

First Hydro Finance PLC 9% 7/31/21

GBP

320,000

608,960

Great Rolling Stock Co. Ltd. 6.25% 7/27/20

GBP

350,000

672,312

Imperial Tobacco Finance 7.25% 9/15/14

EUR

150,000

216,686

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United Kingdom - continued

Legal & General Group PLC 4% 6/8/25 (h)

EUR

150,000

$ 187,618

Marks & Spencer PLC:

6.125% 12/2/19

GBP

100,000

182,209

7.125% 12/1/37 (f)

200,000

222,408

Mondi Finance PLC 3.375% 9/28/20

EUR

350,000

456,989

Motability Operations Group PLC 3.75% 11/29/17

EUR

300,000

428,936

Royal Bank of Scotland PLC 5.125% 1/13/24

GBP

500,000

957,919

Severn Trent Utilities Finance PLC 6.25% 6/7/29

GBP

300,000

625,586

Tesco PLC 5.875% 9/12/16

EUR

100,000

152,429

Wales & West Utilities Finance PLC 6.75% 12/17/36 (h)

GBP

150,000

281,395

Western Power Distribution PLC 5.75% 3/23/40

GBP

150,000

284,818

William Hill PLC 7.125% 11/11/16

GBP

150,000

265,058

TOTAL UNITED KINGDOM

11,957,654

United States of America - 4.2%

Altria Group, Inc.:

2.85% 8/9/22

500,000

500,920

9.25% 8/6/19

204,000

287,692

American International Group, Inc. 6.765% 11/15/17

GBP

200,000

377,211

American Tower Corp. 4.7% 3/15/22

450,000

496,626

Aristotle Holding, Inc.:

2.1% 2/12/15 (f)

480,000

490,911

3.9% 2/15/22 (f)

1,110,000

1,212,156

AT&T, Inc.:

4.875% 6/1/44

GBP

200,000

347,936

5.55% 8/15/41

300,000

380,735

Chrysler Group LLC/CG Co-Issuer, Inc. 8% 6/15/19

500,000

531,875

Citigroup, Inc.:

4.25% 2/25/30

EUR

600,000

662,009

4.5% 1/14/22

150,000

165,441

Comcast Corp. 6.55% 7/1/39

350,000

469,958

Credit Suisse New York Branch 5% 5/15/13

400,000

409,607

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.375% 9/14/29

GBP

400,000

648,611

5.15% 3/15/42

550,000

573,713

Enbridge Energy Partners LP 5.2% 3/15/20

250,000

290,593

Frontier Oil Corp. 6.875% 11/15/18

250,000

266,250

General Electric Capital Corp. 4.65% 10/17/21

250,000

282,625

General Electric Co.:

4.125% 10/9/42

200,000

208,916

5.25% 12/6/17

550,000

651,399

Glencore Funding LLC 6% 4/15/14 (Reg. S)

309,000

323,592

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United States of America - continued

John Deere Capital Corp. 2.8% 1/27/23

$ 600,000

$ 622,849

JPMorgan Chase & Co. 2.75% 8/24/22

EUR

400,000

524,958

Marathon Oil Corp. 2.8% 11/1/22

350,000

352,446

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

500,000

565,978

NBCUniversal Media LLC 4.375% 4/1/21

500,000

571,971

Philip Morris International, Inc.:

2.125% 5/30/19

EUR

100,000

132,997

2.875% 5/30/24

EUR

150,000

199,739

Plains All American Pipeline LP/PAA Finance Corp. 8.75% 5/1/19

100,000

135,520

PPL Energy Supply LLC 6.5% 5/1/18

160,000

189,712

Procter & Gamble Co.:

1.45% 8/15/16

350,000

358,791

2% 8/16/22 (Reg. S)

EUR

250,000

320,623

Qwest Corp. 6.75% 12/1/21

650,000

776,766

Reynolds American, Inc. 1.05% 10/30/15

200,000

200,570

Roche Holdings, Inc. 6% 3/1/19 (f)

150,000

188,525

SABMiller Holdings, Inc.:

2.45% 1/15/17 (f)

400,000

419,150

3.75% 1/15/22 (f)

200,000

219,761

Southeast Supply Header LLC 4.85% 8/15/14 (f)

300,000

313,857

The Coca-Cola Co. 3.3% 9/1/21

350,000

389,681

The Dow Chemical Co. 4.125% 11/15/21

950,000

1,037,481

Time Warner Cable, Inc.:

4.125% 2/15/21

500,000

557,311

5.5% 9/1/41

400,000

465,502

Tyco Flow Control International Finance SA 1.875% 9/15/17 (f)

150,000

150,404

U.S. Bancorp 3% 3/15/22

500,000

529,603

UBS AG 7.625% 8/17/22

700,000

754,255

UnitedHealth Group, Inc. 2.75% 2/15/23

150,000

154,011

Ventas Realty LP 4.25% 3/1/22

225,000

241,311

Verizon Communications, Inc. 4.75% 11/1/41

250,000

288,997

Wal-Mart Stores, Inc. 5.625% 4/15/41

500,000

673,621

Wells Fargo & Co.:

2.625% 8/16/22

EUR

550,000

722,954

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United States of America - continued

Wells Fargo & Co.: - continued

3.676% 6/15/16

$ 450,000

$ 488,363

Xerox Corp. 2.95% 3/15/17

150,000

154,500

TOTAL UNITED STATES OF AMERICA

22,280,983

TOTAL NONCONVERTIBLE BONDS

(Cost $59,303,621)


64,018,529

Government Obligations - 25.1%

 

Canada - 1.4%

Canadian Government 3.25% 6/1/21

CAD

6,450,000

7,265,977

Germany - 3.0%

German Federal Republic:

0% 6/13/14

EUR

2,250,000

2,915,404

0.5% 4/7/17

EUR

150,000

195,389

1.75% 10/9/15

EUR

700,000

950,593

1.75% 7/4/22

EUR

600,000

799,185

3.25% 7/4/21

EUR

1,400,000

2,111,099

4% 1/4/18

EUR

700,000

1,066,582

4.75% 7/4/40

EUR

3,000,000

5,856,706

5.5% 1/4/31

EUR

200,000

388,726

5.625% 1/4/28

EUR

910,000

1,737,457

TOTAL GERMANY

16,021,141

Italy - 2.9%

Italian Republic:

Inflation-Indexed Bond:

2.1% 9/15/16

EUR

893,172

1,154,510

2.1% 9/15/21

EUR

1,807,814

2,122,561

4.75% 9/1/21

EUR

9,250,000

12,147,647

TOTAL ITALY

15,424,718

Japan - 13.6%

Japan Government:

0.2% 2/15/13

JPY

689,550,000

8,639,656

1.3% 3/20/15

JPY

740,000,000

9,532,318

1.3% 6/20/20

JPY

1,556,000,000

20,667,032

1.7% 12/20/16

JPY

345,000,000

4,596,607

1.7% 9/20/17

JPY

511,000,000

6,868,351

Government Obligations - continued

 

Principal
Amount (d)

Value

Japan - continued

Japan Government: - continued

1.9% 6/20/16

JPY

469,250,000

$ 6,254,080

1.9% 3/20/29

JPY

966,500,000

12,884,899

2% 9/20/40

JPY

181,000,000

2,309,554

TOTAL JAPAN

71,752,497

Netherlands - 0.3%

Dutch Government 1% 1/15/14

EUR

1,300,000

1,704,204

New Zealand - 0.4%

New Zealand Government Inflation-Indexed Bonds 2% 9/20/25

NZD

2,280,000

1,928,207

Spain - 0.4%

Spanish Kingdom 5.5% 4/30/21

EUR

1,400,000

1,811,326

United States of America - 3.1%

U.S. Treasury Bonds 3.125% 11/15/41

2,850,000

3,013,875

U.S. Treasury Notes:

0.625% 9/30/17

3,750,000

3,735,060

0.875% 4/30/17

3,000,000

3,030,234

1% 3/31/17

1,100,000

1,117,532

1.625% 8/15/22

1,525,000

1,514,993

2% 2/15/22

3,925,000

4,060,228

TOTAL UNITED STATES OF AMERICA

16,471,922

TOTAL GOVERNMENT OBLIGATIONS

(Cost $121,133,646)


132,379,992

Asset-Backed Securities - 0.1%

 

Clock Finance BV Series 2007-1 Class B2, 0.515% 2/25/15 (h)

EUR

100,000

128,484

Tesco Property Finance 2 PLC 6.0517% 10/13/39

GBP

240,967

449,441

TOTAL ASSET-BACKED SECURITIES

(Cost $529,353)


577,925

Collateralized Mortgage Obligations - 0.4%

 

Principal
Amount (d)

Value

Private Sponsor - 0.4%

Arkle Master Issuer PLC Series 2010-2X Class 1A1, 1.8345% 5/17/60 (h)

$ 300,000

$ 302,800

Fosse Master Issuer PLC Series 2011-1 Class A3, 2.2078% 10/18/54 (h)

GBP

269,527

441,598

Granite Master Issuer PLC Series 2005-1 Class A5, 0.29% 12/20/54 (h)

EUR

187,319

238,788

Holmes Master Issuer PLC Series 2010-1X Class A2, 1.7403% 10/15/54 (h)

345,742

349,316

Storm BV:

Series 2010-1 Class A2, 1.233% 3/22/52 (h)

EUR

500,000

654,573

Series 2011-4 Class A1, 1.658% 10/22/53 (h)

EUR

170,986

221,239

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $2,223,675)


2,208,314

Commercial Mortgage Securities - 0.1%

 

France - 0.0%

FCC Proudreed Properties Class A, 0.569% 8/18/17 (h)

EUR

147,981

178,506

Ireland - 0.0%

German Residential Asset Note Distributor PLC Series 1 Class A, 0.445% 7/20/16 (h)

EUR

148,764

189,273

United Kingdom - 0.1%

Eddystone Finance PLC Series 2006-1 Class A2, 1.0034% 4/19/21 (h)

GBP

150,000

216,646

REC Plantation Place Ltd. Series 5 Class A, 0.7581% 7/25/16 (Reg. S) (h)

GBP

95,149

151,782

TOTAL UNITED KINGDOM

368,428

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $736,901)


736,207

Fixed-Income Funds - 4.6%

Shares

 

Fidelity Emerging Markets Debt Central Fund (i)

1,240,506

13,720,001

Fidelity High Income Central Fund 1 (i)

102,530

10,417,086

TOTAL FIXED-INCOME FUNDS

(Cost $22,218,989)


24,137,087

Preferred Securities - 0.1%

Principal
Amount (d)

Value

United Kingdom - 0.1%

Barclays Bank PLC 4.875% (g)(h)
(Cost $368,999)

$ 350,000

$ 325,210

Money Market Funds - 4.5%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

22,686,168

22,686,168

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,127,834

1,127,834

TOTAL MONEY MARKET FUNDS

(Cost $23,814,002)


23,814,002

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $479,007,411)

529,351,744

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(2,036,796)

NET ASSETS - 100%

$ 527,314,948

Currency Abbreviations

CAD

-

Canadian dollar

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

NZD

-

New Zealand dollar

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. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,820,180 or 0.9% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

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

(i) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 28,737

Fidelity Emerging Markets Debt Central Fund

1,233,994

Fidelity High Income Central Fund 1

767,275

Fidelity Securities Lending Cash Central Fund

59,148

Total

$ 2,089,154

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Emerging Markets Debt Central Fund

$ 26,242,783

$ 2,336,136

$ 16,506,717

$ 13,720,001

12.1%

Fidelity Emerging Markets Equity Central Fund

12,104,910

-

11,787,976

-

0.0%

Fidelity High Income Central Fund 1

6,226,123

9,770,359

6,203,930

10,417,086

1.9%

Total

$ 44,573,816

$ 12,106,495

$ 34,498,623

$ 24,137,087

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the 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:

Equities:

Consumer Discretionary

$ 45,365,726

$ 44,815,569

$ 550,157

$ -

Consumer Staples

24,949,167

19,651,675

5,297,492

-

Energy

30,541,630

26,879,800

3,661,830

-

Financials

58,230,464

50,153,594

8,076,870

-

Health Care

36,482,748

31,725,202

4,757,546

-

Industrials

29,594,027

29,135,684

458,343

-

Information Technology

31,507,942

29,629,028

1,878,914

-

Materials

15,498,480

11,847,007

3,651,473

-

Telecommunication Services

7,142,604

4,851,695

2,290,909

-

Utilities

1,841,690

1,841,690

-

-

Corporate Bonds

64,018,529

-

64,018,529

-

Government Obligations

132,379,992

-

132,379,992

-

Asset-Backed Securities

577,925

-

577,925

-

Collateralized Mortgage Obligations

2,208,314

-

2,208,314

-

Commercial Mortgage Securities

736,207

-

736,207

-

Fixed-Income Funds

24,137,087

24,137,087

-

-

Preferred Securities

325,210

-

325,210

-

Money Market Funds

23,814,002

23,814,002

-

-

Total Investments in Securities:

$ 529,351,744

$ 298,482,033

$ 230,869,711

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 25,118,006

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

3.1%

AAA,AA,A

24.7%

BBB

10.1%

BB

1.6%

B

1.6%

CCC,CC,C

0.5%

Not Rated

0.6%

Equities

53.4%

Short-Term Investments and Net Other Assets

4.4%

 

100.0%

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

The information in the above table is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,072,106) - See accompanying schedule:

Unaffiliated issuers (cost $432,974,420)

$ 481,400,655

 

Fidelity Central Funds (cost $46,032,991)

47,951,089

 

Total Investments (cost $479,007,411)

 

$ 529,351,744

Foreign currency held at value (cost $1,119,851)

1,120,015

Receivable for investments sold

5,271,189

Receivable for fund shares sold

541,054

Dividends receivable

434,213

Interest receivable

1,690,481

Distributions receivable from Fidelity Central Funds

11,415

Other receivables

15,543

Total assets

538,435,654

 

 

 

Liabilities

Payable to custodian bank

$ 490,639

Payable for investments purchased

5,562,629

Payable for fund shares redeemed

3,386,409

Accrued management fee

314,053

Distribution and service plan fees payable

24,905

Other affiliated payables

114,470

Other payables and accrued expenses

99,767

Collateral on securities loaned, at value

1,127,834

Total liabilities

11,120,706

 

 

 

Net Assets

$ 527,314,948

Net Assets consist of:

 

Paid in capital

$ 466,499,666

Undistributed net investment income

5,608,248

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

4,857,622

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

50,349,412

Net Assets

$ 527,314,948

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($26,714,448 ÷ 1,139,222 shares)

$ 23.45

 

 

 

Maximum offering price per share (100/94.25 of $23.45)

$ 24.88

Class T:
Net Asset Value
and redemption price per share ($13,654,336 ÷ 585,427 shares)

$ 23.32

 

 

 

Maximum offering price per share (100/96.50 of $23.32)

$ 24.17

Class B:
Net Asset Value
and offering price per share ($2,425,691 ÷ 104,486 shares)A

$ 23.22

 

 

 

Class C:
Net Asset Value
and offering price per share ($13,796,760 ÷ 597,601 shares)A

$ 23.09

 

 

 

Global Balanced:
Net Asset Value
, offering price and redemption price per share ($468,757,583 ÷ 19,846,479 shares)

$ 23.62

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,966,130 ÷ 83,393 shares)

$ 23.58

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

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

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 5,780,967

Interest

 

5,613,699

Income from Fidelity Central Funds

 

2,089,154

Income before foreign taxes withheld

 

13,483,820

Less foreign taxes withheld

 

(281,948)

Total income

 

13,201,872

 

 

 

Expenses

Management fee

$ 3,727,969

Transfer agent fees

1,121,914

Distribution and service plan fees

271,671

Accounting and security lending fees

270,440

Custodian fees and expenses

169,561

Independent trustees' compensation

1,951

Registration fees

95,421

Audit

81,338

Legal

3,267

Miscellaneous

5,591

Total expenses before reductions

5,749,123

Expense reductions

(48,927)

5,700,196

Net investment income (loss)

7,501,676

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

20,854,540

Fidelity Central Funds

3,916,800

 

Foreign currency transactions

(245,225)

Capital gain distributions from Fidelity Central Funds

101,156

 

Total net realized gain (loss)

 

24,627,271

Change in net unrealized appreciation (depreciation) on:

Investment securities

7,753,988

Assets and liabilities in foreign currencies

121,005

Total change in net unrealized appreciation (depreciation)

 

7,874,993

Net gain (loss)

32,502,264

Net increase (decrease) in net assets resulting from operations

$ 40,003,940

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,501,676

$ 7,224,068

Net realized gain (loss)

24,627,271

39,788,338

Change in net unrealized appreciation (depreciation)

7,874,993

(35,693,976)

Net increase (decrease) in net assets resulting
from operations

40,003,940

11,318,430

Distributions to shareholders from net investment income

(5,592,973)

(5,506,342)

Distributions to shareholders from net realized gain

(2,173,830)

(2,817,435)

Total distributions

(7,766,803)

(8,323,777)

Share transactions - net increase (decrease)

(70,009,704)

(4,897,733)

Redemption fees

8,000

19,178

Total increase (decrease) in net assets

(37,764,567)

(1,883,902)

 

 

 

Net Assets

Beginning of period

565,079,515

566,963,417

End of period (including undistributed net investment income of $5,608,248 and undistributed net investment income of $5,026,105, respectively)

$ 527,314,948

$ 565,079,515

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 22.05

$ 21.88

$ 19.59

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .27

  .22

  .17

  .12

Net realized and unrealized gain (loss)

  1.41

  .22

  2.43

  4.39

Total from investment operations

  1.68

  .44

  2.60

  4.51

Distributions from net investment income

  (.19)

  (.17)

  (.23)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.28)

  (.27) K

  (.31)

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.45

$ 22.05

$ 21.88

$ 19.59

Total Return B,C,D

  7.74%

  2.04%

  13.40%

  29.91%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.33%

  1.37%

  1.43%

  1.47% A

Expenses net of fee waivers, if any

  1.33%

  1.37%

  1.43%

  1.47% A

Expenses net of all reductions

  1.32%

  1.35%

  1.41%

  1.46% A

Net investment income (loss)

  1.18%

  .98%

  .83%

  .88% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 26,714

$ 20,831

$ 11,096

$ 2,912

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.27 per share is comprised of distributions from net investment income of $.167 and distributions from net realized gain of $.107 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.96

$ 21.81

$ 19.56

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .21

  .17

  .13

  .11

Net realized and unrealized gain (loss)

  1.41

  .22

  2.42

  4.37

Total from investment operations

  1.62

  .39

  2.55

  4.48

Distributions from net investment income

  (.17)

  (.13)

  (.23)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.26)

  (.24)

  (.30) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.32

$ 21.96

$ 21.81

$ 19.56

Total Return B,C,D

  7.46%

  1.80%

  13.17%

  29.71%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.58%

  1.59%

  1.62%

  1.69% A

Expenses net of fee waivers, if any

  1.58%

  1.59%

  1.62%

  1.69% A

Expenses net of all reductions

  1.57%

  1.58%

  1.60%

  1.68% A

Net investment income (loss)

  .94%

  .75%

  .64%

  .88% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,654

$ 10,357

$ 5,345

$ 981

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.30 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.80

$ 21.68

$ 19.48

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09

  .04

  .02

  .05

Net realized and unrealized gain (loss)

  1.41

  .23

  2.41

  4.35

Total from investment operations

  1.50

  .27

  2.43

  4.40

Distributions from net investment income

  -

  (.04)

  (.16)

  -

Distributions from net realized gain

  (.08)

  (.11)

  (.08)

  -

Total distributions

  (.08)

  (.15)

  (.23) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.22

$ 21.80

$ 21.68

$ 19.48

Total Return B,C,D

  6.92%

  1.24%

  12.58%

  29.18%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.12%

  2.15%

  2.18%

  2.21% A

Expenses net of fee waivers, if any

  2.12%

  2.15%

  2.18%

  2.21% A

Expenses net of all reductions

  2.11%

  2.13%

  2.16%

  2.20% A

Net investment income (loss)

  .39%

  .20%

  .08%

  .39% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,426

$ 2,392

$ 2,199

$ 526

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.23 per share is comprised of distributions from net investment income of $.158 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.73

$ 21.65

$ 19.49

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09

  .05

  .03

  .05

Net realized and unrealized gain (loss)

  1.41

  .22

  2.40

  4.36

Total from investment operations

  1.50

  .27

  2.43

  4.41

Distributions from net investment income

  (.05)

  (.08)

  (.20)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.14)

  (.19)

  (.27) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.09

$ 21.73

$ 21.65

$ 19.49

Total Return B,C,D

  6.94%

  1.24%

  12.58%

  29.24%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.13%

  2.13%

  2.12%

  2.20% A

Expenses net of fee waivers, if any

  2.13%

  2.13%

  2.12%

  2.20% A

Expenses net of all reductions

  2.12%

  2.11%

  2.10%

  2.19% A

Net investment income (loss)

  .39%

  .21%

  .14%

  .36% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,797

$ 9,598

$ 5,463

$ 827

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.27 per share is comprised of distributions from net investment income of $.196 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Global Balanced

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 22.18

$ 21.99

$ 19.62

$ 16.94

$ 25.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .33

  .29

  .24

  .28

  .40

Net realized and unrealized gain (loss)

  1.44

  .22

  2.43

  2.95

  (6.70)

Total from investment operations

  1.77

  .51

  2.67

  3.23

  (6.30)

Distributions from net investment income

  (.24)

  (.21)

  (.23)

  (.38)

  (.33)

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  (.17)

  (1.83)

Total distributions

  (.33)

  (.32)

  (.30) G

  (.55)

  (2.16)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 23.62

$ 22.18

$ 21.99

$ 19.62

$ 16.94

Total Return A

  8.11%

  2.34%

  13.76%

  19.86%

  (26.96)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.03%

  1.05%

  1.11%

  1.24%

  1.13%

Expenses net of fee waivers, if any

  1.03%

  1.05%

  1.10%

  1.23%

  1.13%

Expenses net of all reductions

  1.02%

  1.04%

  1.08%

  1.21%

  1.11%

Net investment income (loss)

  1.48%

  1.29%

  1.16%

  1.61%

  1.88%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 468,758

$ 520,753

$ 542,319

$ 419,747

$ 345,279

Portfolio turnover rate D

  157%

  197%

  178%

  252%

  264%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.30 per share is comprised of distributions from net investment income of $.229 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 22.16

$ 21.99

$ 19.64

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .33

  .28

  .23

  .21

Net realized and unrealized gain (loss)

  1.43

  .21

  2.44

  4.35

Total from investment operations

  1.76

  .49

  2.67

  4.56

Distributions from net investment income

  (.25)

  (.21)

  (.25)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.34)

  (.32)

  (.32) J

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 23.58

$ 22.16

$ 21.99

$ 19.64

Total Return B,C

  8.10%

  2.25%

  13.75%

  30.24%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.04%

  1.11%

  1.14%

  1.12% A

Expenses net of fee waivers, if any

  1.04%

  1.11%

  1.14%

  1.12% A

Expenses net of all reductions

  1.03%

  1.10%

  1.12%

  1.10% A

Net investment income (loss)

  1.48%

  1.23%

  1.12%

  1.70% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,966

$ 1,149

$ 541

$ 140

Portfolio turnover rate F

  157%

  197%

  178%

  252%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

I Amount represents less than $.01 per share.

J Total distributions of $.32 per share is comprised of distributions from net investment income of $.248 and distributions from net realized gain of $.075 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Global Balanced Fund (the Fund) is a fund of Fidelity Charles 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. The Fund offers Class A, Class T, Class C, Global Balanced and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management and 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.

Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. 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. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

 

Investment Manager

Investment Objective

 

Investment Practices

Fidelity Emerging Markets Debt Central Fund

 

FMR Co., Inc. (FMRC)

Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.

 

Foreign Securities

Repurchase Agreements

Restricted Securities

 

Fidelity High Income Central Fund 1

 

FMRC

Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.

 

Loans & Direct Debt Instruments

Repurchase Agreements

Restricted Securities

 

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC 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 (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations and commercial mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

broker-supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though the principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 55,053,556

Gross unrealized depreciation

(6,127,675)

Net unrealized appreciation (depreciation) on securities and other investments

$ 48,925,881

 

 

Tax Cost

$ 480,425,863

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,315,356

Undistributed long-term capital gain

$ 6,569,121

Net unrealized appreciation (depreciation)

$ 48,930,960

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 7,766,803

$ 8,323,777

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $733,566,608 and $800,794,130, respectively.

5. 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 59,018

$ 1,798

Class T

.25%

.25%

63,810

985

Class B

.75%

.25%

24,086

18,141

Class C

.75%

.25%

124,757

52,394

 

 

 

$ 271,671

$ 73,318

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

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

 

Retained
by FDC

Class A

$ 25,670

Class T

5,491

Class B*

4,810

Class C*

5,660

 

$ 41,631

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 60,667

.26

Class T

31,841

.25

Class B

7,124

.30

Class C

37,596

.30

Global Balanced

980,570

.21

Institutional Class

4,116

.21

 

$ 1,121,914

 

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13,596 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,459 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $59,148, including $1,170 from securities loaned to FCM.

8. 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 $48,927 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 183,672

$ 89,410

Class T

86,456

36,393

Class B

-

4,186

Class C

22,825

23,671

Global Balanced

5,284,338

5,347,640

Institutional Class

15,682

5,042

Total

$ 5,592,973

$ 5,506,342

From net realized gain

 

 

Class A

$ 85,585

$ 57,286

Class T

46,353

29,060

Class B

8,719

10,926

Class C

43,221

31,269

Global Balanced

1,984,414

2,686,373

Institutional Class

5,538

2,521

Total

$ 2,173,830

$ 2,817,435

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

429,393

589,852

$ 9,630,018

$ 13,317,896

Reinvestment of distributions

11,691

6,226

250,430

136,028

Shares redeemed

(246,721)

(158,326)

(5,509,325)

(3,520,934)

Net increase (decrease)

194,363

437,752

$ 4,371,123

$ 9,932,990

Class T

 

 

 

 

Shares sold

257,238

308,037

$ 5,661,128

$ 6,909,923

Reinvestment of distributions

5,007

2,547

106,901

55,546

Shares redeemed

(148,499)

(83,961)

(3,309,966)

(1,863,419)

Net increase (decrease)

113,746

226,623

$ 2,458,063

$ 5,102,050

Class B

 

 

 

 

Shares sold

12,958

27,998

$ 280,676

$ 631,778

Reinvestment of distributions

361

605

7,708

13,164

Shares redeemed

(18,563)

(20,319)

(409,711)

(455,688)

Net increase (decrease)

(5,244)

8,284

$ (121,327)

$ 189,254

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

282,746

303,365

$ 6,184,980

$ 6,744,114

Reinvestment of distributions

2,666

2,288

56,618

49,623

Shares redeemed

(129,408)

(116,357)

(2,874,652)

(2,583,426)

Net increase (decrease)

156,004

189,296

$ 3,366,946

$ 4,210,311

Global Balanced

 

 

 

 

Shares sold

3,839,579

7,688,422

$ 85,808,068

$ 173,946,427

Reinvestment of distributions

320,351

348,628

6,893,955

7,645,415

Shares redeemed

(7,786,873)

(9,221,582)

(173,430,973)

(206,542,789)

Net increase (decrease)

(3,626,943)

(1,184,532)

$ (80,728,950)

$ (24,950,947)

Institutional Class

 

 

 

 

Shares sold

104,670

48,248

$ 2,281,441

$ 1,092,344

Reinvestment of distributions

864

176

18,558

3,866

Shares redeemed

(73,978)

(21,184)

(1,655,558)

(477,601)

Net increase (decrease)

31,556

27,240

$ 644,441

$ 618,609

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Charles Street Trust and the Shareholders of Fidelity Global Balanced 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 Global Balanced Fund (a fund of Fidelity Charles Street Trust) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Balanced 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

Annual Report


Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (50)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director ofFMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (77)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

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

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (70)

 

Year of Election or Appointment: 2006

Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (60)

 

Year of Election or Appointment: 2010

Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (65)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.

Michael E. Kenneally (58)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (72)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (66)

 

Year of Election or Appointment: 2001

Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (73)

 

Year of Election or Appointment: 2005

Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (54)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Charles S. Morrison (51)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.

Derek L. Young (48)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Andrew Windmueller (52)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Asset Allocation Funds. Mr. Windmueller also serves as Chief Investment Officer of Strategic Advisers, Inc. (2011-present), Chief Investment Officer for Global Asset Allocation Multi-Asset Class Strategies (2011-present), and is an employee of Fidelity Investments (2000-present).

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Ramon Herrera (38)

 

Year of Election or Appointment: 2012

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (45)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice Presidentof FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Fidelity Global Balanced Fund

12/17/12

12/14/12

$0.301

$0.290

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $7,098,547, or, if subsequently determined to be different, the net capital gain of such year.

A total of 1.78% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Fidelity Global Balanced Fund designates 14% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Fidelity Global Balanced Fund designates 66% of dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Fidelity Global Balanced Fund

12/12/2011

$0.302

$0.0134

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Balanced Fund

Each year, 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 relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers 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. The Board has established three standing committees, Operations, Audit, and Governance and Nominating, each composed of and chaired by 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. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2012 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 expense ratio relative to peer funds; (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 exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board 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 is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, 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, was 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 Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. 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 to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a sector neutral investment approach for certain funds and utilizing a team of portfolio managers to manage certain sector-neutral funds; (vi) rationalizing product lines and gaining increased efficiencies through combinations of several funds with other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's general investment categories in both equity and bond securities.

Annual Report

Fidelity Global Balanced Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio 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 ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. 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." 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 33% means that 67% 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 Global Balanced Fund

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Annual Report

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 2011.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of 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 total expense ratio of the retail class ranked below its competitive median for 2011 and the total expense ratio of each of Class A, Class T, Class B, Class C, and Institutional Class ranked above its competitive median for 2011. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market, where its 0.50% 12b-1 fee is comparable to the 12b-1 fees of the no-load classes with which it competes in the retirement plan market. The Board also considered that the majority of funds in the fund's Total Mapped Group are domestic funds, which generally have lower expenses than international and global funds. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. 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 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 concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and 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 was satisfied that the profitability was not excessive in the circumstances.

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 also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

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 calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity 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 benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) regulatory and industry developments, including those affecting money market funds and target date funds, and the potential impact to Fidelity; (viii) Fidelity's transfer agent fees, expenses, and services, and drivers for determining the transfer agent fee structure of different funds and classes; (ix) management fee rates charged by FMR or Fidelity entities to other Fidelity clients; (x) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors
(U.K.) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-8888

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®) abc419488
1-800-544-5555

abc419488
Automated line for quickest service

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

GBL-UANN-1212
1.848649.105

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

Global Balanced

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

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes of
Fidelity® Global Balanced Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 5.75% sales charge)A

1.54%

0.53%

8.35%

  Class T (incl. 3.50% sales charge)B

3.70%

0.84%

8.52%

  Class B (incl. contingent deferred sales charge) C

1.92%

0.81%

8.69%

  Class C (incl. contingent deferred sales charge) D

5.94%

1.17%

8.69%

A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity® Global Balanced Fund, the original class of the fund, which has no 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower.

B Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity® Global Balanced Fund, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower.

C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity Global Balanced Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity Global Balanced Fund, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to February 19, 2009 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Global Balanced Fund - Class A on October 31, 2002, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® World Index performed over the same period. The initial offering of Class A took place on February 19, 2009. See the previous page for additional information regarding the performance of Class A.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities experienced turbulent swings during the 12 months ending October 31, 2012, but still managed a solid gain. Volatility peppered the past year, as several macroeconomic concerns weighed on investors, including the eurozone debt crisis, the strength of the U.S. economic recovery, and a slowdown in China's growth. But, stocks in the U.S. and overseas were generally resilient, gaining 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed by accommodative monetary policy in the United States and Europe. Within the index, U.S. stocks fared best, advancing 15%. Asia-Pacific ex Japan also performed well, gaining roughly 10% on strong returns in Hong Kong and Singapore. Several European markets, most notably Germany (+11%) and Switzerland (+10%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral Europe caused the region to lag the index overall. Japan, emerging markets and Canada each underperformed, with Japan suffering the most, falling by about 3%. A stronger U.S. dollar dampened results for foreign stocks overall. Global bond markets delivered positive, albeit more-muted returns, with the Barclays® Global Aggregate GDP Weighted Index gaining 4.54%.

Comments from Ruben Calderon and Geoff Stein, Lead Co-Portfolio Managers of Fidelity Advisor® Global Balanced Fund: For the year, the fund's Class A, Class T, Class B and Class C shares advanced 7.74%, 7.46%, 6.92% and 6.94%, respectively (excluding sales charges), versus 6.92% for the Fidelity Global Balanced Composite IndexSM - a 60%/40% blend of the MSCI® World Index and the Citigroup® World Government Bond Index. Strong security selection and positive overall asset allocation bolstered results. In particular, our choices among investment-grade bonds and beneficial overall positioning in European equities were the main drivers of the fund's performance. Within the investment-grade bond subportfolio, favorable picks among out-of-benchmark corporate bonds were key. As for European stocks, a combination of underweighting the sector, while making adroit stock choices among more-defensive consumer cyclicals and consumer discretionary names, boosted that subportfolio's return. From an asset-allocation perspective, modest, out-of-benchmark stakes in emerging-markets debt and high-yield bonds - via Fidelity central funds - were the biggest contributors, while an underweighting in global equities and an overweighting in investment-grade bonds proved moderately beneficial versus the index. On the downside, unfavorable positioning within the U.S. equity sleeve was the primary detractor.

Annual Report

Note to shareholders: Maria Nikishkova was named Co-Manager, replacing Leon Tucker, effective December 1, 2012.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,017.80

$ 6.70

Hypothetical A

 

$ 1,000.00

$ 1,018.50

$ 6.70

Class T

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 1,016.10

$ 7.91

Hypothetical A

 

$ 1,000.00

$ 1,017.29

$ 7.91

Class B

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 10.63

Hypothetical A

 

$ 1,000.00

$ 1,014.58

$ 10.63

Class C

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 10.73

Hypothetical A

 

$ 1,000.00

$ 1,014.48

$ 10.74

Global Balanced

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.40

$ 5.18

Hypothetical A

 

$ 1,000.00

$ 1,020.01

$ 5.18

Institutional Class

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.50

$ 5.13

Hypothetical A

 

$ 1,000.00

$ 1,020.06

$ 5.13

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

abc419450

United States of America* 43.0%

 

abc419452

Japan 17.5%

 

abc419454

United Kingdom 8.0%

 

abc419456

Canada 4.9%

 

abc419458

Germany 4.7%

 

abc419460

Italy 3.9%

 

abc419462

France 2.3%

 

abc419464

Netherlands 2.0%

 

abc419466

Australia 1.8%

 

abc419468

Other 11.9%

 

abc419514

* Includes short-term investments and net other assets (liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

abc419450

United States of America* 41.6%

 

abc419452

Japan 18.5%

 

abc419454

United Kingdom 8.6%

 

abc419456

Germany 5.0%

 

abc419458

Canada 3.4%

 

abc419460

Italy 3.3%

 

abc419462

France 2.9%

 

abc419464

Australia 1.7%

 

abc419524

Netherlands 1.5%

 

abc419468

Other 13.5%

 

abc419527

* Includes short-term investments and net other assets (liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

53.4

54.0

Bonds

42.0

41.3

Other Investments

0.2

0.3

Short-Term Investments and Net Other Assets (Liabilities)

4.4

4.4

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MasterCard, Inc. Class A (United States of America)

1.6

1.5

American Tower Corp. (United States of America)

1.1

0.5

Amgen, Inc. (United States of America)

1.1

0.3

Pioneer Natural Resources Co. (United States of America)

1.0

0.8

Gilead Sciences, Inc. (United States of America)

1.0

0.2

 

5.8

Top Five Bond Issuers as of October 31, 2012

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Japan Government

12.0

11.3

U.S. Treasury Obligations

3.1

1.2

German Federal Republic

3.0

3.7

Italian Republic

2.9

2.2

Canadian Government

1.4

0.4

 

22.4

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

17.4

18.9

Consumer Discretionary

10.0

11.7

Health Care

7.1

5.1

Energy

7.1

5.5

Industrials

6.4

6.6

Information Technology

6.0

9.9

Consumer Staples

5.9

6.0

Materials

3.4

4.0

Telecommunication Services

2.8

1.7

Utilities

1.8

1.7

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 53.1%

Shares

Value

Australia - 1.6%

Acrux Ltd.

56,716

$ 190,752

AMP Ltd.

127,215

606,135

Australia & New Zealand Banking Group Ltd.

30,549

807,055

BHP Billiton Ltd.

33,362

1,181,197

Commonwealth Bank of Australia

22,952

1,375,912

Computershare Ltd.

61,180

551,884

CSL Ltd.

11,342

559,244

Goodman Group unit

60,971

280,379

Iluka Resources Ltd.

11,087

114,168

Macquarie Group Ltd.

12,848

425,446

Origin Energy Ltd.

25,604

301,929

QBE Insurance Group Ltd.

25,757

352,394

Spark Infrastructure Group unit

185,107

324,734

Suncorp-Metway Ltd.

65,586

639,967

Telstra Corp. Ltd.

127,467

547,793

WorleyParsons Ltd.

9,388

240,414

TOTAL AUSTRALIA

8,499,403

Bailiwick of Jersey - 0.5%

Experian PLC

60,600

1,046,388

Randgold Resources Ltd.

4,600

549,873

Shire PLC

16,957

476,824

Wolseley PLC

12,900

563,943

TOTAL BAILIWICK OF JERSEY

2,637,028

Belgium - 0.6%

Anheuser-Busch InBev SA NV

29,400

2,458,756

KBC Groupe SA

17,855

419,115

UCB SA

3,200

186,646

TOTAL BELGIUM

3,064,517

Bermuda - 0.1%

Jardine Strategic Holdings Ltd.

4,000

145,600

Li & Fung Ltd.

128,000

214,708

Pacific Basin Shipping Ltd.

486,000

260,243

TOTAL BERMUDA

620,551

Canada - 3.4%

Agnico-Eagle Mines Ltd. (Canada)

3,200

180,674

Agrium, Inc.

4,000

421,247

Alamos Gold, Inc.

700

13,702

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

5,500

270,168

Athabasca Oil Corp. (a)

5,200

62,947

Common Stocks - continued

Shares

Value

Canada - continued

Bank of Montreal (e)

7,100

$ 419,566

Bank of Nova Scotia

8,300

450,839

Barrick Gold Corp.

8,600

347,789

Baytex Energy Corp.

2,900

131,970

BCE, Inc.

7,100

310,374

Boardwalk (REIT)

2,400

154,441

Brookfield Asset Management, Inc. Class A

5,200

179,000

Brookfield Properties Corp.

5,300

81,616

Calfrac Well Services Ltd.

500

11,469

Cameco Corp.

5,000

96,971

Canadian Imperial Bank of Commerce

1,800

141,585

Canadian National Railway Co.

5,100

440,374

Canadian Natural Resources Ltd.

13,400

403,845

Canadian Oil Sands Ltd.

6,600

140,095

Canadian Pacific

35,100

3,229,024

Catamaran Corp. (a)

24,180

1,135,461

Celtic Exploration Ltd. (a)

700

18,279

Cenovus Energy, Inc.

11,500

405,652

CGI Group, Inc. Class A (sub. vtg.) (a)

9,900

259,011

CI Financial Corp.

3,300

77,118

Copper Mountain Mining Corp. (a)

12,400

50,159

Corus Entertainment, Inc. Class B (non-vtg.)

1,900

43,013

Crescent Point Energy Corp.

5,400

224,380

Dollarama, Inc.

3,860

243,832

Eldorado Gold Corp.

15,050

222,416

Enbridge, Inc.

9,300

370,045

Finning International, Inc.

3,100

72,786

First Quantum Minerals Ltd.

5,600

125,877

Fortis, Inc.

100

3,381

Goldcorp, Inc.

13,900

628,370

IGM Financial, Inc.

500

19,840

Imperial Oil Ltd.

2,300

101,764

Intact Financial Corp.

3,250

199,312

Keyera Corp.

823

39,949

Manitoba Telecom Services, Inc.

2,100

70,501

Manulife Financial Corp.

6,500

80,310

MEG Energy Corp. (a)

1,800

65,746

Metro, Inc. Class A (sub. vtg.)

2,000

117,987

National Bank of Canada

2,200

170,009

Open Text Corp. (a)

1,800

96,745

Pacific Rubiales Energy Corp.

2,900

68,206

Pembina Pipeline Corp.

2,300

64,319

Common Stocks - continued

Shares

Value

Canada - continued

Penn West Petroleum Ltd.

4,900

$ 63,633

PetroBakken Energy Ltd. Class A

7,700

97,219

Precision Drilling Corp. (a)

2,600

18,613

Progressive Waste Solution Ltd.

900

17,419

Quebecor, Inc. Class B (sub. vtg.)

1,200

41,860

RioCan (REIT)

4,800

130,916

Rogers Communications, Inc. Class B (non-vtg.)

6,750

296,290

Royal Bank of Canada

17,100

974,893

Silver Wheaton Corp.

3,300

132,991

Sun Life Financial, Inc.

7,800

193,448

Suncor Energy, Inc.

26,772

898,521

Talisman Energy, Inc.

10,300

116,742

TELUS Corp.

4,000

259,685

The Toronto-Dominion Bank

11,300

919,048

Tim Hortons, Inc. (Canada)

1,500

74,463

Tourmaline Oil Corp. (a)

2,400

79,299

TransCanada Corp.

7,300

328,692

Trican Well Service Ltd.

2,300

27,450

Trinidad Drilling Ltd.

1,300

8,617

Valeant Pharmaceuticals International, Inc. (Canada) (a)

7,400

413,437

Vermilion Energy, Inc.

1,600

76,496

Yamana Gold, Inc.

9,400

189,835

TOTAL CANADA

17,821,731

Cayman Islands - 0.1%

SouFun Holdings Ltd. ADR

14,500

262,015

Tencent Holdings Ltd.

13,000

459,610

TOTAL CAYMAN ISLANDS

721,625

Denmark - 0.2%

Novo Nordisk A/S Series B

7,475

1,198,358

Finland - 0.1%

Sampo OYJ (A Shares)

9,829

308,050

France - 1.5%

Arkema SA

4,600

419,387

Atos Origin SA

5,097

342,282

BNP Paribas SA

19,972

1,004,663

Carrefour SA

16,725

404,080

Christian Dior SA

3,100

445,001

Credit Agricole SA (a)

39,500

297,358

Dassault Systemes SA

3,400

358,238

Essilor International SA

5,125

462,005

Common Stocks - continued

Shares

Value

France - continued

Eurofins Scientific SA

2,800

$ 432,966

PPR SA

4,800

843,949

Sanofi SA

25,250

2,217,644

Vivendi SA

28,836

589,971

TOTAL FRANCE

7,817,544

Germany - 1.1%

adidas AG

5,700

485,617

BASF AG

6,537

541,675

Bayer AG

14,100

1,227,945

Brenntag AG

3,200

403,320

Deutsche Boerse AG

6,000

324,763

Fresenius Medical Care AG & Co. KGaA

5,600

393,480

GSW Immobilien AG

9,600

395,004

HeidelbergCement Finance AG

10,100

535,296

KUKA AG (a)

5,500

164,890

SAP AG

11,482

837,302

Software AG (Bearer)

4,700

188,301

Wirecard AG

15,700

358,763

TOTAL GERMANY

5,856,356

Greece - 0.0%

Jumbo SA

26,400

174,514

Hong Kong - 0.5%

AIA Group Ltd.

168,600

667,869

BOC Hong Kong (Holdings) Ltd.

107,000

329,282

Lenovo Group Ltd.

160,000

128,619

SJM Holdings Ltd.

114,000

248,298

Sun Hung Kai Properties Ltd.

29,000

403,752

Techtronic Industries Co. Ltd.

148,500

282,819

Wharf Holdings Ltd.

97,000

663,976

TOTAL HONG KONG

2,724,615

Ireland - 0.6%

Accenture PLC Class A

10,000

674,100

Alkermes PLC (a)

26,000

481,780

Elan Corp. PLC (a)

43,300

471,240

Glanbia PLC

29,500

279,891

Ingersoll-Rand PLC

8,900

418,567

James Hardie Industries NV CDI

47,602

456,084

Common Stocks - continued

Shares

Value

Ireland - continued

Trinity Biotech PLC sponsored ADR

11,000

$ 155,540

XL Group PLC Class A

7,000

173,180

TOTAL IRELAND

3,110,382

Israel - 0.0%

Sarin Technologies Ltd.

170,500

137,680

Italy - 0.5%

Brunello Cucinelli SpA

8,600

152,155

ENI SpA

48,500

1,116,030

Geox SpA (e)

93,500

266,376

Prada SpA

58,200

474,609

Prysmian SpA

22,200

427,014

Saipem SpA

7,203

323,592

TOTAL ITALY

2,759,776

Japan - 3.7%

Aeon Mall Co. Ltd.

16,500

428,053

Anritsu Corp.

9,000

112,965

Aozora Bank Ltd.

41,000

115,558

Asahi Kasei Corp.

121,000

665,401

Astellas Pharma, Inc.

9,200

456,946

Canon, Inc.

24,100

783,242

Chiyoda Co. Ltd.

9,300

266,080

Cosmos Pharmaceutical Corp.

1,100

108,443

CyberAgent, Inc.

70

139,947

Daito Trust Construction Co. Ltd.

6,000

605,787

Daiwa House Industry Co. Ltd.

19,000

287,749

Digital Garage, Inc. (e)

20

38,632

Don Quijote Co. Ltd.

8,400

330,928

East Japan Railway Co.

8,200

562,896

Exedy Corp.

11,300

219,121

GREE, Inc. (e)

16,400

285,968

Hitachi High-Technologies Corp.

5,300

115,985

Hitachi Transport System Ltd.

17,900

268,399

Honda Motor Co. Ltd.

18,300

550,157

Japan Tobacco, Inc.

14,500

400,689

JS Group Corp.

32,900

727,402

Kakaku.com, Inc.

5,500

188,432

Kao Corp.

29,700

834,115

KDDI Corp.

5,800

450,457

Kenedix Realty Investment Corp.

26

88,849

Kubota Corp.

20,000

204,434

Common Stocks - continued

Shares

Value

Japan - continued

Kuraray Co. Ltd.

13,200

$ 153,281

Lawson, Inc.

4,500

330,891

Makita Corp.

1,800

71,139

Marubeni Corp.

43,000

278,479

Mitsubishi Gas Chemical Co., Inc.

69,000

340,549

Mitsubishi Heavy Industries Ltd.

123,000

517,700

Mitsubishi UFJ Financial Group, Inc.

72,900

329,797

Mitsui & Co. Ltd.

21,600

304,397

Mitsui Fudosan Co. Ltd.

19,000

383,903

Namco Bandai Holdings, Inc.

18,800

295,318

NGK Insulators Ltd.

23,000

256,420

NHK Spring Co. Ltd.

36,900

307,384

Nissan Motor Co. Ltd.

47,400

396,633

Nitto Boseki Co. Ltd.

15,000

49,230

Nitto Denko Corp.

9,600

435,325

NTT Urban Development Co.

110

90,530

ORIX Corp.

3,380

347,188

Pioneer Corp. (a)(e)

86,500

206,959

Rakuten, Inc.

23,200

208,663

Sega Sammy Holdings, Inc.

16,400

309,182

Shimadzu Corp.

22,000

147,989

Shin-Etsu Chemical Co., Ltd.

8,100

456,595

Shinsei Bank Ltd.

68,000

99,662

SMC Corp.

2,900

456,996

Softbank Corp.

10,300

326,044

Sony Financial Holdings, Inc.

17,800

317,515

Stanley Electric Co. Ltd.

11,500

158,462

Sumitomo Chemical Co. Ltd.

213,000

597,670

Sumitomo Mitsui Financial Group, Inc.

26,100

797,538

Sumitomo Realty & Development Co. Ltd.

14,000

386,521

Sundrug Co. Ltd.

12,800

471,241

Terumo Corp.

3,900

168,057

Toray Industries, Inc.

41,000

239,334

Toyo Engineering Corp.

19,000

78,542

Universal Entertainment Corp.

2,600

55,921

Yamato Kogyo Co. Ltd.

2,400

67,373

TOTAL JAPAN

19,675,063

Netherlands - 0.7%

Aalberts Industries NV

12,100

219,568

AEGON NV

83,500

466,987

ASML Holding NV (Netherlands)

4,700

258,370

Common Stocks - continued

Shares

Value

Netherlands - continued

D.E. Master Blenders 1753 NV (a)

46,400

$ 567,073

Heineken NV (Bearer)

6,400

394,569

Koninklijke Philips Electronics NV

18,300

458,343

LyondellBasell Industries NV Class A

8,700

464,493

NXP Semiconductors NV (a)

11,100

269,286

Randstad Holding NV

9,100

297,056

TOTAL NETHERLANDS

3,395,745

New Zealand - 0.0%

Fletcher Building Ltd.

21,674

125,543

Norway - 0.1%

DnB NOR ASA

28,800

359,665

Papua New Guinea - 0.1%

Oil Search Ltd. ADR

41,280

318,809

Singapore - 0.2%

DBS Group Holdings Ltd.

6,000

68,372

Ezra Holdings Ltd.

150,000

137,113

Great Eastern Holdings Ltd.

8,000

105,591

Keppel Corp. Ltd.

61,100

533,961

TOTAL SINGAPORE

845,037

South Africa - 0.1%

Naspers Ltd. Class N

3,600

233,717

Spain - 0.9%

Amadeus IT Holding SA Class A

11,600

287,175

Banco Bilbao Vizcaya Argentaria SA

120,650

1,008,146

Distribuidora Internacional de Alimentacion SA

32,700

197,934

Grifols SA (a)

12,900

447,436

Grifols SA ADR

15,850

398,786

Inditex SA

8,685

1,108,145

Repsol YPF SA

35,300

705,528

Telefonica SA

54,976

725,617

TOTAL SPAIN

4,878,767

Sweden - 0.3%

H&M Hennes & Mauritz AB (B Shares)

17,178

581,414

Swedbank AB (A Shares)

35,346

655,454

Swedish Match Co. AB

14,600

497,460

TOTAL SWEDEN

1,734,328

Switzerland - 1.5%

ACE Ltd.

14,000

1,101,100

Common Stocks - continued

Shares

Value

Switzerland - continued

Actelion Ltd.

5,016

$ 241,940

Adecco SA (Reg.)

5,743

277,746

Credit Suisse Group

9,881

229,786

Credit Suisse Group sponsored ADR

4,800

112,032

Nestle SA

41,069

2,606,226

Schindler Holding AG (participation certificate)

4,473

589,324

Syngenta AG (Switzerland)

1,930

752,487

UBS AG

73,436

1,101,804

UBS AG (NY Shares)

50,000

751,000

TOTAL SWITZERLAND

7,763,445

United Kingdom - 5.1%

Antofagasta PLC

17,900

363,099

ASOS PLC (a)

4,500

163,755

Barclays PLC

225,620

834,283

Barratt Developments PLC (a)

263,300

805,611

Bellway PLC

34,900

569,394

BG Group PLC

28,182

521,868

BHP Billiton PLC

36,439

1,167,916

British American Tobacco PLC (United Kingdom)

27,300

1,354,069

British Land Co. PLC

64,376

549,042

Ensco PLC Class A

6,600

381,612

Filtrona PLC

58,700

542,786

Hilton Food Group PLC

40,200

180,184

HSBC Holdings PLC (United Kingdom)

229,600

2,263,693

Intertek Group PLC

7,700

350,285

Kingfisher PLC

98,200

458,771

Lloyds Banking Group PLC (a)

452,900

298,236

Meggitt PLC

96,600

601,729

Michael Page International PLC

73,800

429,217

Next PLC

11,900

684,801

Old Mutual PLC

186,112

516,582

Persimmon PLC

50,300

645,314

Prudential PLC

54,363

746,600

Reckitt Benckiser Group PLC

16,200

980,353

Redrow PLC (a)

204,400

520,504

Rightmove PLC

5,500

142,986

Rolls-Royce Group PLC

55,961

771,674

Rolls-Royce Group PLC Class C

4,253,036

6,863

Royal Dutch Shell PLC Class A (United Kingdom)

74,194

2,545,800

SABMiller PLC

21,600

925,279

Serco Group PLC

24,078

220,119

Common Stocks - continued

Shares

Value

United Kingdom - continued

Standard Chartered PLC (United Kingdom)

24,919

$ 588,518

Taylor Wimpey PLC

1,113,900

1,098,307

Ted Baker PLC

28,400

434,473

Tesco PLC

114,000

588,420

Unilever PLC

39,800

1,484,667

Vodafone Group PLC

576,400

1,565,292

Whitbread PLC

13,612

516,210

TOTAL UNITED KINGDOM

26,818,312

United States of America - 29.6%

Abbott Laboratories

41,000

2,686,320

American International Group, Inc. (a)

92,000

3,213,560

American Tower Corp.

76,000

5,722,040

Amgen, Inc.

65,000

5,625,425

Apple, Inc.

8,500

5,058,350

Beam, Inc.

16,100

894,516

Berkshire Hathaway, Inc. Class B (a)

30,000

2,590,500

Cabela's, Inc. Class A (a)

76,000

3,405,560

Cabot Oil & Gas Corp.

84,000

3,946,320

Capital One Financial Corp.

50,000

3,008,500

Citigroup, Inc.

95,000

3,552,050

Clean Harbors, Inc. (a)

4,000

233,400

Comcast Corp. Class A

119,000

4,463,690

Constellation Brands, Inc. Class A (sub. vtg.) (a)

16,000

565,440

Crown Castle International Corp. (a)

14,000

934,500

Discover Financial Services

57,400

2,353,400

Discovery Communications, Inc. (a)

71,000

4,190,420

DISH Network Corp. Class A

15,000

534,450

Eastman Chemical Co.

3,000

177,720

eBay, Inc. (a)

92,000

4,442,680

Estee Lauder Companies, Inc. Class A

30,300

1,867,086

Facebook, Inc. Class A

21,000

443,415

Foot Locker, Inc.

21,000

703,500

Freeport-McMoRan Copper & Gold, Inc.

37,000

1,438,560

G-III Apparel Group Ltd. (a)

17,000

628,320

General Electric Co.

236,600

4,982,796

Georgia Gulf Corp.

11,200

396,368

Gilead Sciences, Inc. (a)

81,300

5,460,108

GNC Holdings, Inc.

32,000

1,237,440

Home Depot, Inc.

39,000

2,393,820

International Paper Co.

28,000

1,003,240

J.B. Hunt Transport Services, Inc.

48,300

2,835,210

Common Stocks - continued

Shares

Value

United States of America - continued

James River Coal Co. (a)(e)

101,000

$ 506,010

Johnson & Johnson

38,000

2,691,160

lululemon athletica, Inc. (a)

600

41,406

Lumber Liquidators Holdings, Inc. (a)

6,000

334,920

M&T Bank Corp.

26,000

2,706,600

Marathon Petroleum Corp.

20,000

1,098,600

MasterCard, Inc. Class A

18,500

8,527,205

McGraw-Hill Companies, Inc.

5,300

292,984

Medivation, Inc. (a)

13,000

664,560

Merck & Co., Inc.

43,000

1,962,090

Noble Energy, Inc.

26,100

2,479,761

Ocwen Financial Corp. (a)

24,000

925,680

Onyx Pharmaceuticals, Inc. (a)

28,000

2,194,080

Palo Alto Networks, Inc.

1,600

87,968

Peabody Energy Corp.

62,000

1,729,800

Pfizer, Inc.

103,000

2,561,610

Phillips 66

101,000

4,763,160

Pioneer Natural Resources Co.

52,100

5,504,365

Prestige Brands Holdings, Inc. (a)

83,000

1,443,370

PulteGroup, Inc. (a)

109,000

1,890,060

PVH Corp.

14,000

1,539,860

Ralph Lauren Corp.

3,000

461,070

Realogy Holdings Corp.

24,800

881,392

salesforce.com, Inc. (a)

25,100

3,664,098

SBA Communications Corp. Class A (a)

16,000

1,066,080

Sempra Energy

21,700

1,513,575

Sirius XM Radio, Inc. (a)

118,000

330,400

The Cooper Companies, Inc.

8,000

767,840

The Travelers Companies, Inc.

20,000

1,418,800

Theravance, Inc. (a)

6,800

153,068

TJX Companies, Inc.

63,200

2,631,016

Toll Brothers, Inc. (a)

34,000

1,122,340

Under Armour, Inc. Class A (sub. vtg.) (a)

20,200

1,055,652

Union Pacific Corp.

34,800

4,281,444

United Rentals, Inc. (a)

22,000

894,520

Urban Outfitters, Inc. (a)

18,000

643,680

USG Corp. (a)

19,000

507,490

Visa, Inc. Class A

13,700

1,901,012

Wal-Mart Stores, Inc.

63,000

4,726,260

Wells Fargo & Co.

64,000

2,156,160

Whirlpool Corp.

4,000

390,720

Common Stocks - continued

Shares

Value

United States of America - continued

Workday, Inc.

7,800

$ 378,300

Yum! Brands, Inc.

4,100

287,451

TOTAL UNITED STATES OF AMERICA

156,166,321

TOTAL COMMON STOCKS

(Cost $247,796,937)


279,766,882

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

Germany - 0.3%

Porsche Automobil Holding SE (Germany)

6,600

438,166

ProSiebenSat.1 Media AG

11,800

328,833

Volkswagen AG

3,000

620,597

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $881,288)


1,387,596

Nonconvertible Bonds - 12.1%

 

Principal
Amount (d)

 

Australia - 0.2%

Rio Tinto Finance Ltd. (United States) 9% 5/1/19

$ 250,000

343,244

Westpac Banking Corp. 4.875% 11/19/19

600,000

692,977

TOTAL AUSTRALIA

1,036,221

Bailiwick of Jersey - 0.1%

Gatwick Funding Ltd. 5.75% 1/23/37

GBP

350,000

627,298

Belgium - 0.2%

Anheuser-Busch InBev SA NV 2.875% 9/25/24

EUR

850,000

1,130,361

British Virgin Islands - 0.1%

CNOOC Finance 2011 Ltd. 4.25% 1/26/21

400,000

441,220

Canada - 0.0%

The Toronto Dominion Bank 2.375% 10/19/16

250,000

262,761

Cayman Islands - 0.2%

Bishopgate Asset Finance Ltd. 4.808% 8/14/44

GBP

191,820

307,824

IPIC GMTN Ltd.:

5.875% 3/14/21 (Reg S.)

EUR

175,000

265,387

6.875% 3/14/26

GBP

150,000

301,973

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Cayman Islands - continued

Thames Water Utilities Cayman Finance Ltd. 6.125% 2/4/13

EUR

150,000

$ 197,130

Yorkshire Water Services Finance Ltd. 6.375% 8/19/39

GBP

100,000

215,659

TOTAL CAYMAN ISLANDS

1,287,973

France - 0.8%

Arkema SA 3.85% 4/30/20

EUR

300,000

416,565

AXA SA 5.25% 4/16/40 (h)

EUR

500,000

622,421

BNP Paribas 2.375% 9/14/17

400,000

402,766

BNP Paribas SA 2.5% 8/23/19

EUR

400,000

524,773

Credit Commercial de France 4.875% 1/15/14

EUR

250,000

340,591

Credit Logement SA 1.402% (g)(h)

EUR

250,000

169,820

EDF SA 4.625% 9/11/24

EUR

150,000

224,268

Eutelsat SA 5% 1/14/19

EUR

300,000

451,867

Iliad SA 4.875% 6/1/16

EUR

500,000

693,833

Societe Generale SCF 4% 7/7/16

EUR

450,000

647,201

TOTAL FRANCE

4,494,105

Germany - 0.3%

FMS Wertmanagement AoeR 1% 7/18/17 (Reg. S)

EUR

1,100,000

1,430,886

Hong Kong - 0.1%

Wharf Finance Ltd. 4.625% 2/8/17

400,000

429,718

Ireland - 0.1%

GE Capital UK Funding 4.375% 7/31/19

GBP

450,000

787,803

Isle of Man - 0.1%

AngloGold Ashanti Holdings PLC 5.375% 4/15/20

300,000

315,511

Italy - 0.5%

Edison SpA 3.875% 11/10/17 (Reg. S)

EUR

800,000

1,108,084

Intesa Sanpaolo SpA:

4.875% 7/10/15

EUR

300,000

402,154

6.375% 11/12/17 (h)

GBP

150,000

232,356

UniCredit SpA 6.95% 10/31/22 (Reg. S)

EUR

300,000

390,033

Unione di Banche Italiane SCPA 4.5% 2/22/16

EUR

200,000

272,870

TOTAL ITALY

2,405,497

Japan - 0.2%

ORIX Corp. 5% 1/12/16

450,000

485,019

Sumitomo Mitsui Banking Corp. 4.85% 3/1/22 (Reg. S)

500,000

559,398

TOTAL JAPAN

1,044,417

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Korea (South) - 0.4%

Export-Import Bank of Korea:

5% 4/11/22

$ 200,000

$ 235,180

5.875% 1/14/15

500,000

548,858

Korea Electric Power Corp. 5.5% 7/21/14 (Reg. S)

190,000

203,339

Korea Resources Corp. 4.125% 5/19/15

610,000

644,341

National Agricultural Cooperative Federation:

4.25% 1/28/16 (Reg. S)

450,000

482,022

5% 9/30/14 (Reg. S)

200,000

213,724

TOTAL KOREA (SOUTH)

2,327,464

Luxembourg - 0.5%

Gaz Capital SA (Luxembourg) 5.364% 10/31/14

EUR

150,000

207,799

Gazprom International SA 7.201% 2/1/20

143,947

161,221

Glencore Finance (Europe) SA:

4.125% 4/3/18

EUR

400,000

553,249

5.25% 3/22/17

EUR

250,000

360,087

7.125% 4/23/15

EUR

150,000

219,861

SB Capital SA 5.125% 10/29/22 (Reg. S)

600,000

598,500

Tyco Electronics Group SA 3.5% 2/3/22

300,000

312,071

TOTAL LUXEMBOURG

2,412,788

Mexico - 0.2%

America Movil SAB de CV:

3% 7/12/21

EUR

275,000

366,304

5% 3/30/20

400,000

470,204

TOTAL MEXICO

836,508

Multi-National - 0.2%

European Investment Bank 1.75% 3/15/17

1,000,000

1,036,278

Netherlands - 0.8%

Alliander NV 2.875% 6/14/24

EUR

250,000

333,076

EDP Finance BV 5.75% 9/21/17

EUR

250,000

331,328

Heineken NV:

1.4% 10/1/17 (f)

550,000

552,239

2.75% 4/1/23 (f)

200,000

201,844

HIT Finance BV 5.75% 3/9/18

EUR

400,000

559,004

ING Verzekeringen NV 2.088% 6/21/21 (h)

EUR

850,000

1,069,006

Linde Finance BV 3.875% 6/1/21

EUR

500,000

743,919

Volkswagen International Finance NV 2.375% 3/22/17 (f)

400,000

413,825

TOTAL NETHERLANDS

4,204,241

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Norway - 0.2%

Eksportfinans ASA 2% 9/15/15

$ 850,000

$ 807,500

Singapore - 0.1%

CMT MTN Pte. Ltd. 3.731% 3/21/18 (Reg. S)

400,000

424,015

PSA International Pte Ltd. 4.625% 9/11/19 (Reg. S)

250,000

284,676

TOTAL SINGAPORE

708,691

Spain - 0.3%

BBVA US Senior SAU 4.664% 10/9/15

500,000

504,902

MAPFRE SA 5.921% 7/24/37 (h)

EUR

150,000

145,817

Santander Finance Preferred SA Unipersonal 7.3% 7/27/19 (h)

GBP

100,000

155,162

Telefonica Emisiones SAU:

4.71% 1/20/20

EUR

200,000

263,050

5.811% 9/5/17

EUR

300,000

427,526

TOTAL SPAIN

1,496,457

Sweden - 0.0%

Akzo Nobel Sweden Finance AB 2.625% 7/27/22

EUR

200,000

256,194

United Kingdom - 2.3%

Abbey National Treasury Services PLC:

3.625% 9/8/16

EUR

400,000

566,366

5.25% 2/16/29

GBP

550,000

1,066,002

Barclays Bank PLC:

4.25% 1/12/22

GBP

550,000

995,785

6.75% 1/16/23 (h)

GBP

300,000

504,508

BAT International Finance PLC:

7.25% 3/12/24

GBP

100,000

216,763

8.125% 11/15/13

200,000

214,200

Centrica PLC:

4.25% 9/12/44

GBP

250,000

393,535

4.375% 3/13/29

GBP

350,000

609,995

Direct Line Insurance Grup PLC 9.25% 4/27/42 (h)

GBP

100,000

177,513

Eastern Power Networks PLC 4.75% 9/30/21 (Reg. S)

GBP

100,000

179,880

EDF Energy Networks EPN PLC 6.25% 11/12/36

GBP

160,000

322,083

Eversholt Funding PLC 5.831% 12/2/20

GBP

100,000

188,957

Experian Finance PLC:

2.375% 6/15/17 (f)

425,000

435,100

4.75% 11/23/18

GBP

300,000

543,644

First Hydro Finance PLC 9% 7/31/21

GBP

320,000

608,960

Great Rolling Stock Co. Ltd. 6.25% 7/27/20

GBP

350,000

672,312

Imperial Tobacco Finance 7.25% 9/15/14

EUR

150,000

216,686

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United Kingdom - continued

Legal & General Group PLC 4% 6/8/25 (h)

EUR

150,000

$ 187,618

Marks & Spencer PLC:

6.125% 12/2/19

GBP

100,000

182,209

7.125% 12/1/37 (f)

200,000

222,408

Mondi Finance PLC 3.375% 9/28/20

EUR

350,000

456,989

Motability Operations Group PLC 3.75% 11/29/17

EUR

300,000

428,936

Royal Bank of Scotland PLC 5.125% 1/13/24

GBP

500,000

957,919

Severn Trent Utilities Finance PLC 6.25% 6/7/29

GBP

300,000

625,586

Tesco PLC 5.875% 9/12/16

EUR

100,000

152,429

Wales & West Utilities Finance PLC 6.75% 12/17/36 (h)

GBP

150,000

281,395

Western Power Distribution PLC 5.75% 3/23/40

GBP

150,000

284,818

William Hill PLC 7.125% 11/11/16

GBP

150,000

265,058

TOTAL UNITED KINGDOM

11,957,654

United States of America - 4.2%

Altria Group, Inc.:

2.85% 8/9/22

500,000

500,920

9.25% 8/6/19

204,000

287,692

American International Group, Inc. 6.765% 11/15/17

GBP

200,000

377,211

American Tower Corp. 4.7% 3/15/22

450,000

496,626

Aristotle Holding, Inc.:

2.1% 2/12/15 (f)

480,000

490,911

3.9% 2/15/22 (f)

1,110,000

1,212,156

AT&T, Inc.:

4.875% 6/1/44

GBP

200,000

347,936

5.55% 8/15/41

300,000

380,735

Chrysler Group LLC/CG Co-Issuer, Inc. 8% 6/15/19

500,000

531,875

Citigroup, Inc.:

4.25% 2/25/30

EUR

600,000

662,009

4.5% 1/14/22

150,000

165,441

Comcast Corp. 6.55% 7/1/39

350,000

469,958

Credit Suisse New York Branch 5% 5/15/13

400,000

409,607

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.375% 9/14/29

GBP

400,000

648,611

5.15% 3/15/42

550,000

573,713

Enbridge Energy Partners LP 5.2% 3/15/20

250,000

290,593

Frontier Oil Corp. 6.875% 11/15/18

250,000

266,250

General Electric Capital Corp. 4.65% 10/17/21

250,000

282,625

General Electric Co.:

4.125% 10/9/42

200,000

208,916

5.25% 12/6/17

550,000

651,399

Glencore Funding LLC 6% 4/15/14 (Reg. S)

309,000

323,592

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United States of America - continued

John Deere Capital Corp. 2.8% 1/27/23

$ 600,000

$ 622,849

JPMorgan Chase & Co. 2.75% 8/24/22

EUR

400,000

524,958

Marathon Oil Corp. 2.8% 11/1/22

350,000

352,446

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

500,000

565,978

NBCUniversal Media LLC 4.375% 4/1/21

500,000

571,971

Philip Morris International, Inc.:

2.125% 5/30/19

EUR

100,000

132,997

2.875% 5/30/24

EUR

150,000

199,739

Plains All American Pipeline LP/PAA Finance Corp. 8.75% 5/1/19

100,000

135,520

PPL Energy Supply LLC 6.5% 5/1/18

160,000

189,712

Procter & Gamble Co.:

1.45% 8/15/16

350,000

358,791

2% 8/16/22 (Reg. S)

EUR

250,000

320,623

Qwest Corp. 6.75% 12/1/21

650,000

776,766

Reynolds American, Inc. 1.05% 10/30/15

200,000

200,570

Roche Holdings, Inc. 6% 3/1/19 (f)

150,000

188,525

SABMiller Holdings, Inc.:

2.45% 1/15/17 (f)

400,000

419,150

3.75% 1/15/22 (f)

200,000

219,761

Southeast Supply Header LLC 4.85% 8/15/14 (f)

300,000

313,857

The Coca-Cola Co. 3.3% 9/1/21

350,000

389,681

The Dow Chemical Co. 4.125% 11/15/21

950,000

1,037,481

Time Warner Cable, Inc.:

4.125% 2/15/21

500,000

557,311

5.5% 9/1/41

400,000

465,502

Tyco Flow Control International Finance SA 1.875% 9/15/17 (f)

150,000

150,404

U.S. Bancorp 3% 3/15/22

500,000

529,603

UBS AG 7.625% 8/17/22

700,000

754,255

UnitedHealth Group, Inc. 2.75% 2/15/23

150,000

154,011

Ventas Realty LP 4.25% 3/1/22

225,000

241,311

Verizon Communications, Inc. 4.75% 11/1/41

250,000

288,997

Wal-Mart Stores, Inc. 5.625% 4/15/41

500,000

673,621

Wells Fargo & Co.:

2.625% 8/16/22

EUR

550,000

722,954

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United States of America - continued

Wells Fargo & Co.: - continued

3.676% 6/15/16

$ 450,000

$ 488,363

Xerox Corp. 2.95% 3/15/17

150,000

154,500

TOTAL UNITED STATES OF AMERICA

22,280,983

TOTAL NONCONVERTIBLE BONDS

(Cost $59,303,621)


64,018,529

Government Obligations - 25.1%

 

Canada - 1.4%

Canadian Government 3.25% 6/1/21

CAD

6,450,000

7,265,977

Germany - 3.0%

German Federal Republic:

0% 6/13/14

EUR

2,250,000

2,915,404

0.5% 4/7/17

EUR

150,000

195,389

1.75% 10/9/15

EUR

700,000

950,593

1.75% 7/4/22

EUR

600,000

799,185

3.25% 7/4/21

EUR

1,400,000

2,111,099

4% 1/4/18

EUR

700,000

1,066,582

4.75% 7/4/40

EUR

3,000,000

5,856,706

5.5% 1/4/31

EUR

200,000

388,726

5.625% 1/4/28

EUR

910,000

1,737,457

TOTAL GERMANY

16,021,141

Italy - 2.9%

Italian Republic:

Inflation-Indexed Bond:

2.1% 9/15/16

EUR

893,172

1,154,510

2.1% 9/15/21

EUR

1,807,814

2,122,561

4.75% 9/1/21

EUR

9,250,000

12,147,647

TOTAL ITALY

15,424,718

Japan - 13.6%

Japan Government:

0.2% 2/15/13

JPY

689,550,000

8,639,656

1.3% 3/20/15

JPY

740,000,000

9,532,318

1.3% 6/20/20

JPY

1,556,000,000

20,667,032

1.7% 12/20/16

JPY

345,000,000

4,596,607

1.7% 9/20/17

JPY

511,000,000

6,868,351

Government Obligations - continued

 

Principal
Amount (d)

Value

Japan - continued

Japan Government: - continued

1.9% 6/20/16

JPY

469,250,000

$ 6,254,080

1.9% 3/20/29

JPY

966,500,000

12,884,899

2% 9/20/40

JPY

181,000,000

2,309,554

TOTAL JAPAN

71,752,497

Netherlands - 0.3%

Dutch Government 1% 1/15/14

EUR

1,300,000

1,704,204

New Zealand - 0.4%

New Zealand Government Inflation-Indexed Bonds 2% 9/20/25

NZD

2,280,000

1,928,207

Spain - 0.4%

Spanish Kingdom 5.5% 4/30/21

EUR

1,400,000

1,811,326

United States of America - 3.1%

U.S. Treasury Bonds 3.125% 11/15/41

2,850,000

3,013,875

U.S. Treasury Notes:

0.625% 9/30/17

3,750,000

3,735,060

0.875% 4/30/17

3,000,000

3,030,234

1% 3/31/17

1,100,000

1,117,532

1.625% 8/15/22

1,525,000

1,514,993

2% 2/15/22

3,925,000

4,060,228

TOTAL UNITED STATES OF AMERICA

16,471,922

TOTAL GOVERNMENT OBLIGATIONS

(Cost $121,133,646)


132,379,992

Asset-Backed Securities - 0.1%

 

Clock Finance BV Series 2007-1 Class B2, 0.515% 2/25/15 (h)

EUR

100,000

128,484

Tesco Property Finance 2 PLC 6.0517% 10/13/39

GBP

240,967

449,441

TOTAL ASSET-BACKED SECURITIES

(Cost $529,353)


577,925

Collateralized Mortgage Obligations - 0.4%

 

Principal
Amount (d)

Value

Private Sponsor - 0.4%

Arkle Master Issuer PLC Series 2010-2X Class 1A1, 1.8345% 5/17/60 (h)

$ 300,000

$ 302,800

Fosse Master Issuer PLC Series 2011-1 Class A3, 2.2078% 10/18/54 (h)

GBP

269,527

441,598

Granite Master Issuer PLC Series 2005-1 Class A5, 0.29% 12/20/54 (h)

EUR

187,319

238,788

Holmes Master Issuer PLC Series 2010-1X Class A2, 1.7403% 10/15/54 (h)

345,742

349,316

Storm BV:

Series 2010-1 Class A2, 1.233% 3/22/52 (h)

EUR

500,000

654,573

Series 2011-4 Class A1, 1.658% 10/22/53 (h)

EUR

170,986

221,239

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $2,223,675)


2,208,314

Commercial Mortgage Securities - 0.1%

 

France - 0.0%

FCC Proudreed Properties Class A, 0.569% 8/18/17 (h)

EUR

147,981

178,506

Ireland - 0.0%

German Residential Asset Note Distributor PLC Series 1 Class A, 0.445% 7/20/16 (h)

EUR

148,764

189,273

United Kingdom - 0.1%

Eddystone Finance PLC Series 2006-1 Class A2, 1.0034% 4/19/21 (h)

GBP

150,000

216,646

REC Plantation Place Ltd. Series 5 Class A, 0.7581% 7/25/16 (Reg. S) (h)

GBP

95,149

151,782

TOTAL UNITED KINGDOM

368,428

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $736,901)


736,207

Fixed-Income Funds - 4.6%

Shares

 

Fidelity Emerging Markets Debt Central Fund (i)

1,240,506

13,720,001

Fidelity High Income Central Fund 1 (i)

102,530

10,417,086

TOTAL FIXED-INCOME FUNDS

(Cost $22,218,989)


24,137,087

Preferred Securities - 0.1%

Principal
Amount (d)

Value

United Kingdom - 0.1%

Barclays Bank PLC 4.875% (g)(h)
(Cost $368,999)

$ 350,000

$ 325,210

Money Market Funds - 4.5%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

22,686,168

22,686,168

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,127,834

1,127,834

TOTAL MONEY MARKET FUNDS

(Cost $23,814,002)


23,814,002

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $479,007,411)

529,351,744

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(2,036,796)

NET ASSETS - 100%

$ 527,314,948

Currency Abbreviations

CAD

-

Canadian dollar

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

NZD

-

New Zealand dollar

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. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,820,180 or 0.9% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

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

(i) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 28,737

Fidelity Emerging Markets Debt Central Fund

1,233,994

Fidelity High Income Central Fund 1

767,275

Fidelity Securities Lending Cash Central Fund

59,148

Total

$ 2,089,154

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Emerging Markets Debt Central Fund

$ 26,242,783

$ 2,336,136

$ 16,506,717

$ 13,720,001

12.1%

Fidelity Emerging Markets Equity Central Fund

12,104,910

-

11,787,976

-

0.0%

Fidelity High Income Central Fund 1

6,226,123

9,770,359

6,203,930

10,417,086

1.9%

Total

$ 44,573,816

$ 12,106,495

$ 34,498,623

$ 24,137,087

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the 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:

Equities:

Consumer Discretionary

$ 45,365,726

$ 44,815,569

$ 550,157

$ -

Consumer Staples

24,949,167

19,651,675

5,297,492

-

Energy

30,541,630

26,879,800

3,661,830

-

Financials

58,230,464

50,153,594

8,076,870

-

Health Care

36,482,748

31,725,202

4,757,546

-

Industrials

29,594,027

29,135,684

458,343

-

Information Technology

31,507,942

29,629,028

1,878,914

-

Materials

15,498,480

11,847,007

3,651,473

-

Telecommunication Services

7,142,604

4,851,695

2,290,909

-

Utilities

1,841,690

1,841,690

-

-

Corporate Bonds

64,018,529

-

64,018,529

-

Government Obligations

132,379,992

-

132,379,992

-

Asset-Backed Securities

577,925

-

577,925

-

Collateralized Mortgage Obligations

2,208,314

-

2,208,314

-

Commercial Mortgage Securities

736,207

-

736,207

-

Fixed-Income Funds

24,137,087

24,137,087

-

-

Preferred Securities

325,210

-

325,210

-

Money Market Funds

23,814,002

23,814,002

-

-

Total Investments in Securities:

$ 529,351,744

$ 298,482,033

$ 230,869,711

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 25,118,006

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

3.1%

AAA,AA,A

24.7%

BBB

10.1%

BB

1.6%

B

1.6%

CCC,CC,C

0.5%

Not Rated

0.6%

Equities

53.4%

Short-Term Investments and Net Other Assets

4.4%

 

100.0%

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

The information in the above table is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,072,106) - See accompanying schedule:

Unaffiliated issuers (cost $432,974,420)

$ 481,400,655

 

Fidelity Central Funds (cost $46,032,991)

47,951,089

 

Total Investments (cost $479,007,411)

 

$ 529,351,744

Foreign currency held at value (cost $1,119,851)

1,120,015

Receivable for investments sold

5,271,189

Receivable for fund shares sold

541,054

Dividends receivable

434,213

Interest receivable

1,690,481

Distributions receivable from Fidelity Central Funds

11,415

Other receivables

15,543

Total assets

538,435,654

 

 

 

Liabilities

Payable to custodian bank

$ 490,639

Payable for investments purchased

5,562,629

Payable for fund shares redeemed

3,386,409

Accrued management fee

314,053

Distribution and service plan fees payable

24,905

Other affiliated payables

114,470

Other payables and accrued expenses

99,767

Collateral on securities loaned, at value

1,127,834

Total liabilities

11,120,706

 

 

 

Net Assets

$ 527,314,948

Net Assets consist of:

 

Paid in capital

$ 466,499,666

Undistributed net investment income

5,608,248

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

4,857,622

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

50,349,412

Net Assets

$ 527,314,948

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($26,714,448 ÷ 1,139,222 shares)

$ 23.45

 

 

 

Maximum offering price per share (100/94.25 of $23.45)

$ 24.88

Class T:
Net Asset Value
and redemption price per share ($13,654,336 ÷ 585,427 shares)

$ 23.32

 

 

 

Maximum offering price per share (100/96.50 of $23.32)

$ 24.17

Class B:
Net Asset Value
and offering price per share ($2,425,691 ÷ 104,486 shares)A

$ 23.22

 

 

 

Class C:
Net Asset Value
and offering price per share ($13,796,760 ÷ 597,601 shares)A

$ 23.09

 

 

 

Global Balanced:
Net Asset Value
, offering price and redemption price per share ($468,757,583 ÷ 19,846,479 shares)

$ 23.62

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,966,130 ÷ 83,393 shares)

$ 23.58

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

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

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 5,780,967

Interest

 

5,613,699

Income from Fidelity Central Funds

 

2,089,154

Income before foreign taxes withheld

 

13,483,820

Less foreign taxes withheld

 

(281,948)

Total income

 

13,201,872

 

 

 

Expenses

Management fee

$ 3,727,969

Transfer agent fees

1,121,914

Distribution and service plan fees

271,671

Accounting and security lending fees

270,440

Custodian fees and expenses

169,561

Independent trustees' compensation

1,951

Registration fees

95,421

Audit

81,338

Legal

3,267

Miscellaneous

5,591

Total expenses before reductions

5,749,123

Expense reductions

(48,927)

5,700,196

Net investment income (loss)

7,501,676

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

20,854,540

Fidelity Central Funds

3,916,800

 

Foreign currency transactions

(245,225)

Capital gain distributions from Fidelity Central Funds

101,156

 

Total net realized gain (loss)

 

24,627,271

Change in net unrealized appreciation (depreciation) on:

Investment securities

7,753,988

Assets and liabilities in foreign currencies

121,005

Total change in net unrealized appreciation (depreciation)

 

7,874,993

Net gain (loss)

32,502,264

Net increase (decrease) in net assets resulting from operations

$ 40,003,940

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,501,676

$ 7,224,068

Net realized gain (loss)

24,627,271

39,788,338

Change in net unrealized appreciation (depreciation)

7,874,993

(35,693,976)

Net increase (decrease) in net assets resulting
from operations

40,003,940

11,318,430

Distributions to shareholders from net investment income

(5,592,973)

(5,506,342)

Distributions to shareholders from net realized gain

(2,173,830)

(2,817,435)

Total distributions

(7,766,803)

(8,323,777)

Share transactions - net increase (decrease)

(70,009,704)

(4,897,733)

Redemption fees

8,000

19,178

Total increase (decrease) in net assets

(37,764,567)

(1,883,902)

 

 

 

Net Assets

Beginning of period

565,079,515

566,963,417

End of period (including undistributed net investment income of $5,608,248 and undistributed net investment income of $5,026,105, respectively)

$ 527,314,948

$ 565,079,515

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 22.05

$ 21.88

$ 19.59

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .27

  .22

  .17

  .12

Net realized and unrealized gain (loss)

  1.41

  .22

  2.43

  4.39

Total from investment operations

  1.68

  .44

  2.60

  4.51

Distributions from net investment income

  (.19)

  (.17)

  (.23)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.28)

  (.27) K

  (.31)

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.45

$ 22.05

$ 21.88

$ 19.59

Total Return B,C,D

  7.74%

  2.04%

  13.40%

  29.91%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.33%

  1.37%

  1.43%

  1.47% A

Expenses net of fee waivers, if any

  1.33%

  1.37%

  1.43%

  1.47% A

Expenses net of all reductions

  1.32%

  1.35%

  1.41%

  1.46% A

Net investment income (loss)

  1.18%

  .98%

  .83%

  .88% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 26,714

$ 20,831

$ 11,096

$ 2,912

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.27 per share is comprised of distributions from net investment income of $.167 and distributions from net realized gain of $.107 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.96

$ 21.81

$ 19.56

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .21

  .17

  .13

  .11

Net realized and unrealized gain (loss)

  1.41

  .22

  2.42

  4.37

Total from investment operations

  1.62

  .39

  2.55

  4.48

Distributions from net investment income

  (.17)

  (.13)

  (.23)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.26)

  (.24)

  (.30) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.32

$ 21.96

$ 21.81

$ 19.56

Total Return B,C,D

  7.46%

  1.80%

  13.17%

  29.71%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.58%

  1.59%

  1.62%

  1.69% A

Expenses net of fee waivers, if any

  1.58%

  1.59%

  1.62%

  1.69% A

Expenses net of all reductions

  1.57%

  1.58%

  1.60%

  1.68% A

Net investment income (loss)

  .94%

  .75%

  .64%

  .88% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,654

$ 10,357

$ 5,345

$ 981

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.30 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.80

$ 21.68

$ 19.48

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09

  .04

  .02

  .05

Net realized and unrealized gain (loss)

  1.41

  .23

  2.41

  4.35

Total from investment operations

  1.50

  .27

  2.43

  4.40

Distributions from net investment income

  -

  (.04)

  (.16)

  -

Distributions from net realized gain

  (.08)

  (.11)

  (.08)

  -

Total distributions

  (.08)

  (.15)

  (.23) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.22

$ 21.80

$ 21.68

$ 19.48

Total Return B,C,D

  6.92%

  1.24%

  12.58%

  29.18%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.12%

  2.15%

  2.18%

  2.21% A

Expenses net of fee waivers, if any

  2.12%

  2.15%

  2.18%

  2.21% A

Expenses net of all reductions

  2.11%

  2.13%

  2.16%

  2.20% A

Net investment income (loss)

  .39%

  .20%

  .08%

  .39% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,426

$ 2,392

$ 2,199

$ 526

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.23 per share is comprised of distributions from net investment income of $.158 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.73

$ 21.65

$ 19.49

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09

  .05

  .03

  .05

Net realized and unrealized gain (loss)

  1.41

  .22

  2.40

  4.36

Total from investment operations

  1.50

  .27

  2.43

  4.41

Distributions from net investment income

  (.05)

  (.08)

  (.20)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.14)

  (.19)

  (.27) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.09

$ 21.73

$ 21.65

$ 19.49

Total Return B,C,D

  6.94%

  1.24%

  12.58%

  29.24%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.13%

  2.13%

  2.12%

  2.20% A

Expenses net of fee waivers, if any

  2.13%

  2.13%

  2.12%

  2.20% A

Expenses net of all reductions

  2.12%

  2.11%

  2.10%

  2.19% A

Net investment income (loss)

  .39%

  .21%

  .14%

  .36% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,797

$ 9,598

$ 5,463

$ 827

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.27 per share is comprised of distributions from net investment income of $.196 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Global Balanced

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 22.18

$ 21.99

$ 19.62

$ 16.94

$ 25.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .33

  .29

  .24

  .28

  .40

Net realized and unrealized gain (loss)

  1.44

  .22

  2.43

  2.95

  (6.70)

Total from investment operations

  1.77

  .51

  2.67

  3.23

  (6.30)

Distributions from net investment income

  (.24)

  (.21)

  (.23)

  (.38)

  (.33)

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  (.17)

  (1.83)

Total distributions

  (.33)

  (.32)

  (.30) G

  (.55)

  (2.16)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 23.62

$ 22.18

$ 21.99

$ 19.62

$ 16.94

Total Return A

  8.11%

  2.34%

  13.76%

  19.86%

  (26.96)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.03%

  1.05%

  1.11%

  1.24%

  1.13%

Expenses net of fee waivers, if any

  1.03%

  1.05%

  1.10%

  1.23%

  1.13%

Expenses net of all reductions

  1.02%

  1.04%

  1.08%

  1.21%

  1.11%

Net investment income (loss)

  1.48%

  1.29%

  1.16%

  1.61%

  1.88%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 468,758

$ 520,753

$ 542,319

$ 419,747

$ 345,279

Portfolio turnover rate D

  157%

  197%

  178%

  252%

  264%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.30 per share is comprised of distributions from net investment income of $.229 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 22.16

$ 21.99

$ 19.64

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .33

  .28

  .23

  .21

Net realized and unrealized gain (loss)

  1.43

  .21

  2.44

  4.35

Total from investment operations

  1.76

  .49

  2.67

  4.56

Distributions from net investment income

  (.25)

  (.21)

  (.25)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.34)

  (.32)

  (.32) J

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 23.58

$ 22.16

$ 21.99

$ 19.64

Total Return B,C

  8.10%

  2.25%

  13.75%

  30.24%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.04%

  1.11%

  1.14%

  1.12% A

Expenses net of fee waivers, if any

  1.04%

  1.11%

  1.14%

  1.12% A

Expenses net of all reductions

  1.03%

  1.10%

  1.12%

  1.10% A

Net investment income (loss)

  1.48%

  1.23%

  1.12%

  1.70% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,966

$ 1,149

$ 541

$ 140

Portfolio turnover rate F

  157%

  197%

  178%

  252%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

I Amount represents less than $.01 per share.

J Total distributions of $.32 per share is comprised of distributions from net investment income of $.248 and distributions from net realized gain of $.075 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Global Balanced Fund (the Fund) is a fund of Fidelity Charles 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. The Fund offers Class A, Class T, Class C, Global Balanced and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management and 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.

Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. 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. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

 

Investment Manager

Investment Objective

 

Investment Practices

Fidelity Emerging Markets Debt Central Fund

 

FMR Co., Inc. (FMRC)

Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.

 

Foreign Securities

Repurchase Agreements

Restricted Securities

 

Fidelity High Income Central Fund 1

 

FMRC

Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.

 

Loans & Direct Debt Instruments

Repurchase Agreements

Restricted Securities

 

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC 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 (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations and commercial mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

broker-supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though the principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 55,053,556

Gross unrealized depreciation

(6,127,675)

Net unrealized appreciation (depreciation) on securities and other investments

$ 48,925,881

 

 

Tax Cost

$ 480,425,863

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,315,356

Undistributed long-term capital gain

$ 6,569,121

Net unrealized appreciation (depreciation)

$ 48,930,960

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 7,766,803

$ 8,323,777

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $733,566,608 and $800,794,130, respectively.

5. 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 59,018

$ 1,798

Class T

.25%

.25%

63,810

985

Class B

.75%

.25%

24,086

18,141

Class C

.75%

.25%

124,757

52,394

 

 

 

$ 271,671

$ 73,318

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

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

 

Retained
by FDC

Class A

$ 25,670

Class T

5,491

Class B*

4,810

Class C*

5,660

 

$ 41,631

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 60,667

.26

Class T

31,841

.25

Class B

7,124

.30

Class C

37,596

.30

Global Balanced

980,570

.21

Institutional Class

4,116

.21

 

$ 1,121,914

 

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13,596 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,459 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $59,148, including $1,170 from securities loaned to FCM.

8. 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 $48,927 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 183,672

$ 89,410

Class T

86,456

36,393

Class B

-

4,186

Class C

22,825

23,671

Global Balanced

5,284,338

5,347,640

Institutional Class

15,682

5,042

Total

$ 5,592,973

$ 5,506,342

From net realized gain

 

 

Class A

$ 85,585

$ 57,286

Class T

46,353

29,060

Class B

8,719

10,926

Class C

43,221

31,269

Global Balanced

1,984,414

2,686,373

Institutional Class

5,538

2,521

Total

$ 2,173,830

$ 2,817,435

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

429,393

589,852

$ 9,630,018

$ 13,317,896

Reinvestment of distributions

11,691

6,226

250,430

136,028

Shares redeemed

(246,721)

(158,326)

(5,509,325)

(3,520,934)

Net increase (decrease)

194,363

437,752

$ 4,371,123

$ 9,932,990

Class T

 

 

 

 

Shares sold

257,238

308,037

$ 5,661,128

$ 6,909,923

Reinvestment of distributions

5,007

2,547

106,901

55,546

Shares redeemed

(148,499)

(83,961)

(3,309,966)

(1,863,419)

Net increase (decrease)

113,746

226,623

$ 2,458,063

$ 5,102,050

Class B

 

 

 

 

Shares sold

12,958

27,998

$ 280,676

$ 631,778

Reinvestment of distributions

361

605

7,708

13,164

Shares redeemed

(18,563)

(20,319)

(409,711)

(455,688)

Net increase (decrease)

(5,244)

8,284

$ (121,327)

$ 189,254

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

282,746

303,365

$ 6,184,980

$ 6,744,114

Reinvestment of distributions

2,666

2,288

56,618

49,623

Shares redeemed

(129,408)

(116,357)

(2,874,652)

(2,583,426)

Net increase (decrease)

156,004

189,296

$ 3,366,946

$ 4,210,311

Global Balanced

 

 

 

 

Shares sold

3,839,579

7,688,422

$ 85,808,068

$ 173,946,427

Reinvestment of distributions

320,351

348,628

6,893,955

7,645,415

Shares redeemed

(7,786,873)

(9,221,582)

(173,430,973)

(206,542,789)

Net increase (decrease)

(3,626,943)

(1,184,532)

$ (80,728,950)

$ (24,950,947)

Institutional Class

 

 

 

 

Shares sold

104,670

48,248

$ 2,281,441

$ 1,092,344

Reinvestment of distributions

864

176

18,558

3,866

Shares redeemed

(73,978)

(21,184)

(1,655,558)

(477,601)

Net increase (decrease)

31,556

27,240

$ 644,441

$ 618,609

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Charles Street Trust and the Shareholders of Fidelity Global Balanced 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 Global Balanced Fund (a fund of Fidelity Charles Street Trust) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Balanced 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

Annual Report


Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (50)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (77)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

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

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (70)

 

Year of Election or Appointment: 2006

Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (60)

 

Year of Election or Appointment: 2010

Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (65)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.

Michael E. Kenneally (58)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (72)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (66)

 

Year of Election or Appointment: 2001

Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (73)

 

Year of Election or Appointment: 2005

Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (54)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Charles S. Morrison (51)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.

Derek L. Young (48)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Andrew Windmueller (52)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Asset Allocation Funds. Mr. Windmueller also serves as Chief Investment Officer of Strategic Advisers, Inc. (2011-present), Chief Investment Officer for Global Asset Allocation Multi-Asset Class Strategies (2011-present), and is an employee of Fidelity Investments (2000-present).

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Ramon Herrera (38)

 

Year of Election or Appointment: 2012

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (45)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/17/12

12/14/12

$0.240

$0.290

Class T

12/17/12

12/14/12

$0.181

$0.290

Class B

12/17/12

12/14/12

$0.039

$0.290

Class C

12/17/12

12/14/12

$0.061

$0.290

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012 $7,098,547, or, if subsequently determined to be different, the net capital gain of such year.

A total of 1.78% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Class A designates 16%; Class T designates 18%; Class B designates 50%; and Class C designates 32%; of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 76%; Class T designates 83%; Class B designates 100%; and Class C designates 100%; of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/12/2011

$0.261

$0.0134

Class T

12/12/2011

$0.239

$0.0134

Class B

12/12/2011

$0.085

$0.0134

Class C

12/12/2011

$0.133

$0.0134

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Balanced Fund

Each year, 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 relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers 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. The Board has established three standing committees, Operations, Audit, and Governance and Nominating, each composed of and chaired by 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. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2012 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 expense ratio relative to peer funds; (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 exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board 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 is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, 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, was 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 Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. 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 to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a sector neutral investment approach for certain funds and utilizing a team of portfolio managers to manage certain sector-neutral funds; (vi) rationalizing product lines and gaining increased efficiencies through combinations of several funds with other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's general investment categories in both equity and bond securities.

Annual Report

Fidelity Global Balanced Fund

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The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio 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 ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. 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." 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 33% means that 67% 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 Global Balanced Fund

abc419531

Annual Report

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 2011.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of 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 total expense ratio of the retail class ranked below its competitive median for 2011 and the total expense ratio of each of Class A, Class T, Class B, Class C, and Institutional Class ranked above its competitive median for 2011. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market, where its 0.50% 12b-1 fee is comparable to the 12b-1 fees of the no-load classes with which it competes in the retirement plan market. The Board also considered that the majority of funds in the fund's Total Mapped Group are domestic funds, which generally have lower expenses than international and global funds. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. 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 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 concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and 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 was satisfied that the profitability was not excessive in the circumstances.

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 also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

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 calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity 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 benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) regulatory and industry developments, including those affecting money market funds and target date funds, and the potential impact to Fidelity; (viii) Fidelity's transfer agent fees, expenses, and services, and drivers for determining the transfer agent fee structure of different funds and classes; (ix) management fee rates charged by FMR or Fidelity entities to other Fidelity clients; (x) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

AGBL-UANN-1212
1.883463.103

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

Global Balanced

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Global Balanced Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Past 10
years

Institutional Class A

8.10%

1.96%

9.12%

A The initial offering of Institutional Class shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Fidelity® Global Balanced Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Global Balanced Fund - Institutional Class on October 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the MSCI® World Index performed over the same period. The initial offering of Institutional Class took place on February 19, 2009. See above for additional information regarding the performance of Institutional Class.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities experienced turbulent swings during the 12 months ending October 31, 2012, but still managed a solid gain. Volatility peppered the past year, as several macroeconomic concerns weighed on investors, including the eurozone debt crisis, the strength of the U.S. economic recovery, and a slowdown in China's growth. But, stocks in the U.S. and overseas were generally resilient, gaining 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed by accommodative monetary policy in the United States and Europe. Within the index, U.S. stocks fared best, advancing 15%. Asia-Pacific ex Japan also performed well, gaining roughly 10% on strong returns in Hong Kong and Singapore. Several European markets, most notably Germany (+11%) and Switzerland (+10%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral Europe caused the region to lag the index overall. Japan, emerging markets and Canada each underperformed, with Japan suffering the most, falling by about 3%. A stronger U.S. dollar dampened results for foreign stocks overall. Global bond markets delivered positive, albeit more-muted returns, with the Barclays® Global Aggregate GDP Weighted Index gaining 4.54%.

Comments from Ruben Calderon and Geoff Stein, Lead Co-Portfolio Managers of Fidelity Advisor® Global Balanced Fund: For the year, the fund's Institutional Class shares advanced 8.10%, versus 6.92% for the Fidelity Global Balanced Composite IndexSM - a 60%/40% blend of the MSCI® World Index and the Citigroup® World Government Bond Index. Strong security selection and positive overall asset allocation bolstered results. In particular, our choices among investment-grade bonds and beneficial overall positioning in European equities were the main drivers of the fund's performance. Within the investment-grade bond subportfolio, favorable picks among out-of-benchmark corporate bonds were key. As for European stocks, a combination of underweighting the sector, while making adroit stock choices among more-defensive consumer cyclicals and consumer discretionary names, boosted that subportfolio's return. From an asset-allocation perspective, modest, out-of-benchmark stakes in emerging-markets debt and high-yield bonds - via Fidelity central funds - were the biggest contributors, while an underweighting in global equities and an overweighting in investment-grade bonds proved moderately beneficial versus the index. On the downside, unfavorable positioning within the U.S. equity sleeve was the primary detractor.

Annual Report

Note to shareholders: Maria Nikishkova was named Co-Manager, replacing Leon Tucker, effective December 1, 2012.

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

Annual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,017.80

$ 6.70

Hypothetical A

 

$ 1,000.00

$ 1,018.50

$ 6.70

Class T

1.56%

 

 

 

Actual

 

$ 1,000.00

$ 1,016.10

$ 7.91

Hypothetical A

 

$ 1,000.00

$ 1,017.29

$ 7.91

Class B

2.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 10.63

Hypothetical A

 

$ 1,000.00

$ 1,014.58

$ 10.63

Class C

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 10.73

Hypothetical A

 

$ 1,000.00

$ 1,014.48

$ 10.74

Global Balanced

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.40

$ 5.18

Hypothetical A

 

$ 1,000.00

$ 1,020.01

$ 5.18

Institutional Class

1.01%

 

 

 

Actual

 

$ 1,000.00

$ 1,019.50

$ 5.13

Hypothetical A

 

$ 1,000.00

$ 1,020.06

$ 5.13

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

abc419450

United States of America* 43.0%

 

abc419452

Japan 17.5%

 

abc419454

United Kingdom 8.0%

 

abc419456

Canada 4.9%

 

abc419458

Germany 4.7%

 

abc419460

Italy 3.9%

 

abc419462

France 2.3%

 

abc419464

Netherlands 2.0%

 

abc419466

Australia 1.8%

 

abc419468

Other 11.9%

 

abc419556

* Includes short-term investments and net other assets (liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

abc419450

United States of America* 41.6%

 

abc419452

Japan 18.5%

 

abc419454

United Kingdom 8.6%

 

abc419456

Germany 5.0%

 

abc419458

Canada 3.4%

 

abc419460

Italy 3.3%

 

abc419462

France 2.9%

 

abc419464

Australia 1.7%

 

abc419466

Netherlands 1.5%

 

abc419468

Other 13.5%

 

abc419568

* Includes short-term investments and net other assets (liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

53.4

54.0

Bonds

42.0

41.3

Other Investments

0.2

0.3

Short-Term Investments and Net Other Assets (Liabilities)

4.4

4.4

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MasterCard, Inc. Class A (United States of America)

1.6

1.5

American Tower Corp. (United States of America)

1.1

0.5

Amgen, Inc. (United States of America)

1.1

0.3

Pioneer Natural Resources Co. (United States of America)

1.0

0.8

Gilead Sciences, Inc. (United States of America)

1.0

0.2

 

5.8

Top Five Bond Issuers as of October 31, 2012

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Japan Government

12.0

11.3

U.S. Treasury Obligations

3.1

1.2

German Federal Republic

3.0

3.7

Italian Republic

2.9

2.2

Canadian Government

1.4

0.4

 

22.4

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

17.4

18.9

Consumer Discretionary

10.0

11.7

Health Care

7.1

5.1

Energy

7.1

5.5

Industrials

6.4

6.6

Information Technology

6.0

9.9

Consumer Staples

5.9

6.0

Materials

3.4

4.0

Telecommunication Services

2.8

1.7

Utilities

1.8

1.7

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 53.1%

Shares

Value

Australia - 1.6%

Acrux Ltd.

56,716

$ 190,752

AMP Ltd.

127,215

606,135

Australia & New Zealand Banking Group Ltd.

30,549

807,055

BHP Billiton Ltd.

33,362

1,181,197

Commonwealth Bank of Australia

22,952

1,375,912

Computershare Ltd.

61,180

551,884

CSL Ltd.

11,342

559,244

Goodman Group unit

60,971

280,379

Iluka Resources Ltd.

11,087

114,168

Macquarie Group Ltd.

12,848

425,446

Origin Energy Ltd.

25,604

301,929

QBE Insurance Group Ltd.

25,757

352,394

Spark Infrastructure Group unit

185,107

324,734

Suncorp-Metway Ltd.

65,586

639,967

Telstra Corp. Ltd.

127,467

547,793

WorleyParsons Ltd.

9,388

240,414

TOTAL AUSTRALIA

8,499,403

Bailiwick of Jersey - 0.5%

Experian PLC

60,600

1,046,388

Randgold Resources Ltd.

4,600

549,873

Shire PLC

16,957

476,824

Wolseley PLC

12,900

563,943

TOTAL BAILIWICK OF JERSEY

2,637,028

Belgium - 0.6%

Anheuser-Busch InBev SA NV

29,400

2,458,756

KBC Groupe SA

17,855

419,115

UCB SA

3,200

186,646

TOTAL BELGIUM

3,064,517

Bermuda - 0.1%

Jardine Strategic Holdings Ltd.

4,000

145,600

Li & Fung Ltd.

128,000

214,708

Pacific Basin Shipping Ltd.

486,000

260,243

TOTAL BERMUDA

620,551

Canada - 3.4%

Agnico-Eagle Mines Ltd. (Canada)

3,200

180,674

Agrium, Inc.

4,000

421,247

Alamos Gold, Inc.

700

13,702

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

5,500

270,168

Athabasca Oil Corp. (a)

5,200

62,947

Common Stocks - continued

Shares

Value

Canada - continued

Bank of Montreal (e)

7,100

$ 419,566

Bank of Nova Scotia

8,300

450,839

Barrick Gold Corp.

8,600

347,789

Baytex Energy Corp.

2,900

131,970

BCE, Inc.

7,100

310,374

Boardwalk (REIT)

2,400

154,441

Brookfield Asset Management, Inc. Class A

5,200

179,000

Brookfield Properties Corp.

5,300

81,616

Calfrac Well Services Ltd.

500

11,469

Cameco Corp.

5,000

96,971

Canadian Imperial Bank of Commerce

1,800

141,585

Canadian National Railway Co.

5,100

440,374

Canadian Natural Resources Ltd.

13,400

403,845

Canadian Oil Sands Ltd.

6,600

140,095

Canadian Pacific

35,100

3,229,024

Catamaran Corp. (a)

24,180

1,135,461

Celtic Exploration Ltd. (a)

700

18,279

Cenovus Energy, Inc.

11,500

405,652

CGI Group, Inc. Class A (sub. vtg.) (a)

9,900

259,011

CI Financial Corp.

3,300

77,118

Copper Mountain Mining Corp. (a)

12,400

50,159

Corus Entertainment, Inc. Class B (non-vtg.)

1,900

43,013

Crescent Point Energy Corp.

5,400

224,380

Dollarama, Inc.

3,860

243,832

Eldorado Gold Corp.

15,050

222,416

Enbridge, Inc.

9,300

370,045

Finning International, Inc.

3,100

72,786

First Quantum Minerals Ltd.

5,600

125,877

Fortis, Inc.

100

3,381

Goldcorp, Inc.

13,900

628,370

IGM Financial, Inc.

500

19,840

Imperial Oil Ltd.

2,300

101,764

Intact Financial Corp.

3,250

199,312

Keyera Corp.

823

39,949

Manitoba Telecom Services, Inc.

2,100

70,501

Manulife Financial Corp.

6,500

80,310

MEG Energy Corp. (a)

1,800

65,746

Metro, Inc. Class A (sub. vtg.)

2,000

117,987

National Bank of Canada

2,200

170,009

Open Text Corp. (a)

1,800

96,745

Pacific Rubiales Energy Corp.

2,900

68,206

Pembina Pipeline Corp.

2,300

64,319

Common Stocks - continued

Shares

Value

Canada - continued

Penn West Petroleum Ltd.

4,900

$ 63,633

PetroBakken Energy Ltd. Class A

7,700

97,219

Precision Drilling Corp. (a)

2,600

18,613

Progressive Waste Solution Ltd.

900

17,419

Quebecor, Inc. Class B (sub. vtg.)

1,200

41,860

RioCan (REIT)

4,800

130,916

Rogers Communications, Inc. Class B (non-vtg.)

6,750

296,290

Royal Bank of Canada

17,100

974,893

Silver Wheaton Corp.

3,300

132,991

Sun Life Financial, Inc.

7,800

193,448

Suncor Energy, Inc.

26,772

898,521

Talisman Energy, Inc.

10,300

116,742

TELUS Corp.

4,000

259,685

The Toronto-Dominion Bank

11,300

919,048

Tim Hortons, Inc. (Canada)

1,500

74,463

Tourmaline Oil Corp. (a)

2,400

79,299

TransCanada Corp.

7,300

328,692

Trican Well Service Ltd.

2,300

27,450

Trinidad Drilling Ltd.

1,300

8,617

Valeant Pharmaceuticals International, Inc. (Canada) (a)

7,400

413,437

Vermilion Energy, Inc.

1,600

76,496

Yamana Gold, Inc.

9,400

189,835

TOTAL CANADA

17,821,731

Cayman Islands - 0.1%

SouFun Holdings Ltd. ADR

14,500

262,015

Tencent Holdings Ltd.

13,000

459,610

TOTAL CAYMAN ISLANDS

721,625

Denmark - 0.2%

Novo Nordisk A/S Series B

7,475

1,198,358

Finland - 0.1%

Sampo OYJ (A Shares)

9,829

308,050

France - 1.5%

Arkema SA

4,600

419,387

Atos Origin SA

5,097

342,282

BNP Paribas SA

19,972

1,004,663

Carrefour SA

16,725

404,080

Christian Dior SA

3,100

445,001

Credit Agricole SA (a)

39,500

297,358

Dassault Systemes SA

3,400

358,238

Essilor International SA

5,125

462,005

Common Stocks - continued

Shares

Value

France - continued

Eurofins Scientific SA

2,800

$ 432,966

PPR SA

4,800

843,949

Sanofi SA

25,250

2,217,644

Vivendi SA

28,836

589,971

TOTAL FRANCE

7,817,544

Germany - 1.1%

adidas AG

5,700

485,617

BASF AG

6,537

541,675

Bayer AG

14,100

1,227,945

Brenntag AG

3,200

403,320

Deutsche Boerse AG

6,000

324,763

Fresenius Medical Care AG & Co. KGaA

5,600

393,480

GSW Immobilien AG

9,600

395,004

HeidelbergCement Finance AG

10,100

535,296

KUKA AG (a)

5,500

164,890

SAP AG

11,482

837,302

Software AG (Bearer)

4,700

188,301

Wirecard AG

15,700

358,763

TOTAL GERMANY

5,856,356

Greece - 0.0%

Jumbo SA

26,400

174,514

Hong Kong - 0.5%

AIA Group Ltd.

168,600

667,869

BOC Hong Kong (Holdings) Ltd.

107,000

329,282

Lenovo Group Ltd.

160,000

128,619

SJM Holdings Ltd.

114,000

248,298

Sun Hung Kai Properties Ltd.

29,000

403,752

Techtronic Industries Co. Ltd.

148,500

282,819

Wharf Holdings Ltd.

97,000

663,976

TOTAL HONG KONG

2,724,615

Ireland - 0.6%

Accenture PLC Class A

10,000

674,100

Alkermes PLC (a)

26,000

481,780

Elan Corp. PLC (a)

43,300

471,240

Glanbia PLC

29,500

279,891

Ingersoll-Rand PLC

8,900

418,567

James Hardie Industries NV CDI

47,602

456,084

Common Stocks - continued

Shares

Value

Ireland - continued

Trinity Biotech PLC sponsored ADR

11,000

$ 155,540

XL Group PLC Class A

7,000

173,180

TOTAL IRELAND

3,110,382

Israel - 0.0%

Sarin Technologies Ltd.

170,500

137,680

Italy - 0.5%

Brunello Cucinelli SpA

8,600

152,155

ENI SpA

48,500

1,116,030

Geox SpA (e)

93,500

266,376

Prada SpA

58,200

474,609

Prysmian SpA

22,200

427,014

Saipem SpA

7,203

323,592

TOTAL ITALY

2,759,776

Japan - 3.7%

Aeon Mall Co. Ltd.

16,500

428,053

Anritsu Corp.

9,000

112,965

Aozora Bank Ltd.

41,000

115,558

Asahi Kasei Corp.

121,000

665,401

Astellas Pharma, Inc.

9,200

456,946

Canon, Inc.

24,100

783,242

Chiyoda Co. Ltd.

9,300

266,080

Cosmos Pharmaceutical Corp.

1,100

108,443

CyberAgent, Inc.

70

139,947

Daito Trust Construction Co. Ltd.

6,000

605,787

Daiwa House Industry Co. Ltd.

19,000

287,749

Digital Garage, Inc. (e)

20

38,632

Don Quijote Co. Ltd.

8,400

330,928

East Japan Railway Co.

8,200

562,896

Exedy Corp.

11,300

219,121

GREE, Inc. (e)

16,400

285,968

Hitachi High-Technologies Corp.

5,300

115,985

Hitachi Transport System Ltd.

17,900

268,399

Honda Motor Co. Ltd.

18,300

550,157

Japan Tobacco, Inc.

14,500

400,689

JS Group Corp.

32,900

727,402

Kakaku.com, Inc.

5,500

188,432

Kao Corp.

29,700

834,115

KDDI Corp.

5,800

450,457

Kenedix Realty Investment Corp.

26

88,849

Kubota Corp.

20,000

204,434

Common Stocks - continued

Shares

Value

Japan - continued

Kuraray Co. Ltd.

13,200

$ 153,281

Lawson, Inc.

4,500

330,891

Makita Corp.

1,800

71,139

Marubeni Corp.

43,000

278,479

Mitsubishi Gas Chemical Co., Inc.

69,000

340,549

Mitsubishi Heavy Industries Ltd.

123,000

517,700

Mitsubishi UFJ Financial Group, Inc.

72,900

329,797

Mitsui & Co. Ltd.

21,600

304,397

Mitsui Fudosan Co. Ltd.

19,000

383,903

Namco Bandai Holdings, Inc.

18,800

295,318

NGK Insulators Ltd.

23,000

256,420

NHK Spring Co. Ltd.

36,900

307,384

Nissan Motor Co. Ltd.

47,400

396,633

Nitto Boseki Co. Ltd.

15,000

49,230

Nitto Denko Corp.

9,600

435,325

NTT Urban Development Co.

110

90,530

ORIX Corp.

3,380

347,188

Pioneer Corp. (a)(e)

86,500

206,959

Rakuten, Inc.

23,200

208,663

Sega Sammy Holdings, Inc.

16,400

309,182

Shimadzu Corp.

22,000

147,989

Shin-Etsu Chemical Co., Ltd.

8,100

456,595

Shinsei Bank Ltd.

68,000

99,662

SMC Corp.

2,900

456,996

Softbank Corp.

10,300

326,044

Sony Financial Holdings, Inc.

17,800

317,515

Stanley Electric Co. Ltd.

11,500

158,462

Sumitomo Chemical Co. Ltd.

213,000

597,670

Sumitomo Mitsui Financial Group, Inc.

26,100

797,538

Sumitomo Realty & Development Co. Ltd.

14,000

386,521

Sundrug Co. Ltd.

12,800

471,241

Terumo Corp.

3,900

168,057

Toray Industries, Inc.

41,000

239,334

Toyo Engineering Corp.

19,000

78,542

Universal Entertainment Corp.

2,600

55,921

Yamato Kogyo Co. Ltd.

2,400

67,373

TOTAL JAPAN

19,675,063

Netherlands - 0.7%

Aalberts Industries NV

12,100

219,568

AEGON NV

83,500

466,987

ASML Holding NV (Netherlands)

4,700

258,370

Common Stocks - continued

Shares

Value

Netherlands - continued

D.E. Master Blenders 1753 NV (a)

46,400

$ 567,073

Heineken NV (Bearer)

6,400

394,569

Koninklijke Philips Electronics NV

18,300

458,343

LyondellBasell Industries NV Class A

8,700

464,493

NXP Semiconductors NV (a)

11,100

269,286

Randstad Holding NV

9,100

297,056

TOTAL NETHERLANDS

3,395,745

New Zealand - 0.0%

Fletcher Building Ltd.

21,674

125,543

Norway - 0.1%

DnB NOR ASA

28,800

359,665

Papua New Guinea - 0.1%

Oil Search Ltd. ADR

41,280

318,809

Singapore - 0.2%

DBS Group Holdings Ltd.

6,000

68,372

Ezra Holdings Ltd.

150,000

137,113

Great Eastern Holdings Ltd.

8,000

105,591

Keppel Corp. Ltd.

61,100

533,961

TOTAL SINGAPORE

845,037

South Africa - 0.1%

Naspers Ltd. Class N

3,600

233,717

Spain - 0.9%

Amadeus IT Holding SA Class A

11,600

287,175

Banco Bilbao Vizcaya Argentaria SA

120,650

1,008,146

Distribuidora Internacional de Alimentacion SA

32,700

197,934

Grifols SA (a)

12,900

447,436

Grifols SA ADR

15,850

398,786

Inditex SA

8,685

1,108,145

Repsol YPF SA

35,300

705,528

Telefonica SA

54,976

725,617

TOTAL SPAIN

4,878,767

Sweden - 0.3%

H&M Hennes & Mauritz AB (B Shares)

17,178

581,414

Swedbank AB (A Shares)

35,346

655,454

Swedish Match Co. AB

14,600

497,460

TOTAL SWEDEN

1,734,328

Switzerland - 1.5%

ACE Ltd.

14,000

1,101,100

Common Stocks - continued

Shares

Value

Switzerland - continued

Actelion Ltd.

5,016

$ 241,940

Adecco SA (Reg.)

5,743

277,746

Credit Suisse Group

9,881

229,786

Credit Suisse Group sponsored ADR

4,800

112,032

Nestle SA

41,069

2,606,226

Schindler Holding AG (participation certificate)

4,473

589,324

Syngenta AG (Switzerland)

1,930

752,487

UBS AG

73,436

1,101,804

UBS AG (NY Shares)

50,000

751,000

TOTAL SWITZERLAND

7,763,445

United Kingdom - 5.1%

Antofagasta PLC

17,900

363,099

ASOS PLC (a)

4,500

163,755

Barclays PLC

225,620

834,283

Barratt Developments PLC (a)

263,300

805,611

Bellway PLC

34,900

569,394

BG Group PLC

28,182

521,868

BHP Billiton PLC

36,439

1,167,916

British American Tobacco PLC (United Kingdom)

27,300

1,354,069

British Land Co. PLC

64,376

549,042

Ensco PLC Class A

6,600

381,612

Filtrona PLC

58,700

542,786

Hilton Food Group PLC

40,200

180,184

HSBC Holdings PLC (United Kingdom)

229,600

2,263,693

Intertek Group PLC

7,700

350,285

Kingfisher PLC

98,200

458,771

Lloyds Banking Group PLC (a)

452,900

298,236

Meggitt PLC

96,600

601,729

Michael Page International PLC

73,800

429,217

Next PLC

11,900

684,801

Old Mutual PLC

186,112

516,582

Persimmon PLC

50,300

645,314

Prudential PLC

54,363

746,600

Reckitt Benckiser Group PLC

16,200

980,353

Redrow PLC (a)

204,400

520,504

Rightmove PLC

5,500

142,986

Rolls-Royce Group PLC

55,961

771,674

Rolls-Royce Group PLC Class C

4,253,036

6,863

Royal Dutch Shell PLC Class A (United Kingdom)

74,194

2,545,800

SABMiller PLC

21,600

925,279

Serco Group PLC

24,078

220,119

Common Stocks - continued

Shares

Value

United Kingdom - continued

Standard Chartered PLC (United Kingdom)

24,919

$ 588,518

Taylor Wimpey PLC

1,113,900

1,098,307

Ted Baker PLC

28,400

434,473

Tesco PLC

114,000

588,420

Unilever PLC

39,800

1,484,667

Vodafone Group PLC

576,400

1,565,292

Whitbread PLC

13,612

516,210

TOTAL UNITED KINGDOM

26,818,312

United States of America - 29.6%

Abbott Laboratories

41,000

2,686,320

American International Group, Inc. (a)

92,000

3,213,560

American Tower Corp.

76,000

5,722,040

Amgen, Inc.

65,000

5,625,425

Apple, Inc.

8,500

5,058,350

Beam, Inc.

16,100

894,516

Berkshire Hathaway, Inc. Class B (a)

30,000

2,590,500

Cabela's, Inc. Class A (a)

76,000

3,405,560

Cabot Oil & Gas Corp.

84,000

3,946,320

Capital One Financial Corp.

50,000

3,008,500

Citigroup, Inc.

95,000

3,552,050

Clean Harbors, Inc. (a)

4,000

233,400

Comcast Corp. Class A

119,000

4,463,690

Constellation Brands, Inc. Class A (sub. vtg.) (a)

16,000

565,440

Crown Castle International Corp. (a)

14,000

934,500

Discover Financial Services

57,400

2,353,400

Discovery Communications, Inc. (a)

71,000

4,190,420

DISH Network Corp. Class A

15,000

534,450

Eastman Chemical Co.

3,000

177,720

eBay, Inc. (a)

92,000

4,442,680

Estee Lauder Companies, Inc. Class A

30,300

1,867,086

Facebook, Inc. Class A

21,000

443,415

Foot Locker, Inc.

21,000

703,500

Freeport-McMoRan Copper & Gold, Inc.

37,000

1,438,560

G-III Apparel Group Ltd. (a)

17,000

628,320

General Electric Co.

236,600

4,982,796

Georgia Gulf Corp.

11,200

396,368

Gilead Sciences, Inc. (a)

81,300

5,460,108

GNC Holdings, Inc.

32,000

1,237,440

Home Depot, Inc.

39,000

2,393,820

International Paper Co.

28,000

1,003,240

J.B. Hunt Transport Services, Inc.

48,300

2,835,210

Common Stocks - continued

Shares

Value

United States of America - continued

James River Coal Co. (a)(e)

101,000

$ 506,010

Johnson & Johnson

38,000

2,691,160

lululemon athletica, Inc. (a)

600

41,406

Lumber Liquidators Holdings, Inc. (a)

6,000

334,920

M&T Bank Corp.

26,000

2,706,600

Marathon Petroleum Corp.

20,000

1,098,600

MasterCard, Inc. Class A

18,500

8,527,205

McGraw-Hill Companies, Inc.

5,300

292,984

Medivation, Inc. (a)

13,000

664,560

Merck & Co., Inc.

43,000

1,962,090

Noble Energy, Inc.

26,100

2,479,761

Ocwen Financial Corp. (a)

24,000

925,680

Onyx Pharmaceuticals, Inc. (a)

28,000

2,194,080

Palo Alto Networks, Inc.

1,600

87,968

Peabody Energy Corp.

62,000

1,729,800

Pfizer, Inc.

103,000

2,561,610

Phillips 66

101,000

4,763,160

Pioneer Natural Resources Co.

52,100

5,504,365

Prestige Brands Holdings, Inc. (a)

83,000

1,443,370

PulteGroup, Inc. (a)

109,000

1,890,060

PVH Corp.

14,000

1,539,860

Ralph Lauren Corp.

3,000

461,070

Realogy Holdings Corp.

24,800

881,392

salesforce.com, Inc. (a)

25,100

3,664,098

SBA Communications Corp. Class A (a)

16,000

1,066,080

Sempra Energy

21,700

1,513,575

Sirius XM Radio, Inc. (a)

118,000

330,400

The Cooper Companies, Inc.

8,000

767,840

The Travelers Companies, Inc.

20,000

1,418,800

Theravance, Inc. (a)

6,800

153,068

TJX Companies, Inc.

63,200

2,631,016

Toll Brothers, Inc. (a)

34,000

1,122,340

Under Armour, Inc. Class A (sub. vtg.) (a)

20,200

1,055,652

Union Pacific Corp.

34,800

4,281,444

United Rentals, Inc. (a)

22,000

894,520

Urban Outfitters, Inc. (a)

18,000

643,680

USG Corp. (a)

19,000

507,490

Visa, Inc. Class A

13,700

1,901,012

Wal-Mart Stores, Inc.

63,000

4,726,260

Wells Fargo & Co.

64,000

2,156,160

Whirlpool Corp.

4,000

390,720

Common Stocks - continued

Shares

Value

United States of America - continued

Workday, Inc.

7,800

$ 378,300

Yum! Brands, Inc.

4,100

287,451

TOTAL UNITED STATES OF AMERICA

156,166,321

TOTAL COMMON STOCKS

(Cost $247,796,937)


279,766,882

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

Germany - 0.3%

Porsche Automobil Holding SE (Germany)

6,600

438,166

ProSiebenSat.1 Media AG

11,800

328,833

Volkswagen AG

3,000

620,597

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $881,288)


1,387,596

Nonconvertible Bonds - 12.1%

 

Principal
Amount (d)

 

Australia - 0.2%

Rio Tinto Finance Ltd. (United States) 9% 5/1/19

$ 250,000

343,244

Westpac Banking Corp. 4.875% 11/19/19

600,000

692,977

TOTAL AUSTRALIA

1,036,221

Bailiwick of Jersey - 0.1%

Gatwick Funding Ltd. 5.75% 1/23/37

GBP

350,000

627,298

Belgium - 0.2%

Anheuser-Busch InBev SA NV 2.875% 9/25/24

EUR

850,000

1,130,361

British Virgin Islands - 0.1%

CNOOC Finance 2011 Ltd. 4.25% 1/26/21

400,000

441,220

Canada - 0.0%

The Toronto Dominion Bank 2.375% 10/19/16

250,000

262,761

Cayman Islands - 0.2%

Bishopgate Asset Finance Ltd. 4.808% 8/14/44

GBP

191,820

307,824

IPIC GMTN Ltd.:

5.875% 3/14/21 (Reg S.)

EUR

175,000

265,387

6.875% 3/14/26

GBP

150,000

301,973

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Cayman Islands - continued

Thames Water Utilities Cayman Finance Ltd. 6.125% 2/4/13

EUR

150,000

$ 197,130

Yorkshire Water Services Finance Ltd. 6.375% 8/19/39

GBP

100,000

215,659

TOTAL CAYMAN ISLANDS

1,287,973

France - 0.8%

Arkema SA 3.85% 4/30/20

EUR

300,000

416,565

AXA SA 5.25% 4/16/40 (h)

EUR

500,000

622,421

BNP Paribas 2.375% 9/14/17

400,000

402,766

BNP Paribas SA 2.5% 8/23/19

EUR

400,000

524,773

Credit Commercial de France 4.875% 1/15/14

EUR

250,000

340,591

Credit Logement SA 1.402% (g)(h)

EUR

250,000

169,820

EDF SA 4.625% 9/11/24

EUR

150,000

224,268

Eutelsat SA 5% 1/14/19

EUR

300,000

451,867

Iliad SA 4.875% 6/1/16

EUR

500,000

693,833

Societe Generale SCF 4% 7/7/16

EUR

450,000

647,201

TOTAL FRANCE

4,494,105

Germany - 0.3%

FMS Wertmanagement AoeR 1% 7/18/17 (Reg. S)

EUR

1,100,000

1,430,886

Hong Kong - 0.1%

Wharf Finance Ltd. 4.625% 2/8/17

400,000

429,718

Ireland - 0.1%

GE Capital UK Funding 4.375% 7/31/19

GBP

450,000

787,803

Isle of Man - 0.1%

AngloGold Ashanti Holdings PLC 5.375% 4/15/20

300,000

315,511

Italy - 0.5%

Edison SpA 3.875% 11/10/17 (Reg. S)

EUR

800,000

1,108,084

Intesa Sanpaolo SpA:

4.875% 7/10/15

EUR

300,000

402,154

6.375% 11/12/17 (h)

GBP

150,000

232,356

UniCredit SpA 6.95% 10/31/22 (Reg. S)

EUR

300,000

390,033

Unione di Banche Italiane SCPA 4.5% 2/22/16

EUR

200,000

272,870

TOTAL ITALY

2,405,497

Japan - 0.2%

ORIX Corp. 5% 1/12/16

450,000

485,019

Sumitomo Mitsui Banking Corp. 4.85% 3/1/22 (Reg. S)

500,000

559,398

TOTAL JAPAN

1,044,417

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Korea (South) - 0.4%

Export-Import Bank of Korea:

5% 4/11/22

$ 200,000

$ 235,180

5.875% 1/14/15

500,000

548,858

Korea Electric Power Corp. 5.5% 7/21/14 (Reg. S)

190,000

203,339

Korea Resources Corp. 4.125% 5/19/15

610,000

644,341

National Agricultural Cooperative Federation:

4.25% 1/28/16 (Reg. S)

450,000

482,022

5% 9/30/14 (Reg. S)

200,000

213,724

TOTAL KOREA (SOUTH)

2,327,464

Luxembourg - 0.5%

Gaz Capital SA (Luxembourg) 5.364% 10/31/14

EUR

150,000

207,799

Gazprom International SA 7.201% 2/1/20

143,947

161,221

Glencore Finance (Europe) SA:

4.125% 4/3/18

EUR

400,000

553,249

5.25% 3/22/17

EUR

250,000

360,087

7.125% 4/23/15

EUR

150,000

219,861

SB Capital SA 5.125% 10/29/22 (Reg. S)

600,000

598,500

Tyco Electronics Group SA 3.5% 2/3/22

300,000

312,071

TOTAL LUXEMBOURG

2,412,788

Mexico - 0.2%

America Movil SAB de CV:

3% 7/12/21

EUR

275,000

366,304

5% 3/30/20

400,000

470,204

TOTAL MEXICO

836,508

Multi-National - 0.2%

European Investment Bank 1.75% 3/15/17

1,000,000

1,036,278

Netherlands - 0.8%

Alliander NV 2.875% 6/14/24

EUR

250,000

333,076

EDP Finance BV 5.75% 9/21/17

EUR

250,000

331,328

Heineken NV:

1.4% 10/1/17 (f)

550,000

552,239

2.75% 4/1/23 (f)

200,000

201,844

HIT Finance BV 5.75% 3/9/18

EUR

400,000

559,004

ING Verzekeringen NV 2.088% 6/21/21 (h)

EUR

850,000

1,069,006

Linde Finance BV 3.875% 6/1/21

EUR

500,000

743,919

Volkswagen International Finance NV 2.375% 3/22/17 (f)

400,000

413,825

TOTAL NETHERLANDS

4,204,241

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

Norway - 0.2%

Eksportfinans ASA 2% 9/15/15

$ 850,000

$ 807,500

Singapore - 0.1%

CMT MTN Pte. Ltd. 3.731% 3/21/18 (Reg. S)

400,000

424,015

PSA International Pte Ltd. 4.625% 9/11/19 (Reg. S)

250,000

284,676

TOTAL SINGAPORE

708,691

Spain - 0.3%

BBVA US Senior SAU 4.664% 10/9/15

500,000

504,902

MAPFRE SA 5.921% 7/24/37 (h)

EUR

150,000

145,817

Santander Finance Preferred SA Unipersonal 7.3% 7/27/19 (h)

GBP

100,000

155,162

Telefonica Emisiones SAU:

4.71% 1/20/20

EUR

200,000

263,050

5.811% 9/5/17

EUR

300,000

427,526

TOTAL SPAIN

1,496,457

Sweden - 0.0%

Akzo Nobel Sweden Finance AB 2.625% 7/27/22

EUR

200,000

256,194

United Kingdom - 2.3%

Abbey National Treasury Services PLC:

3.625% 9/8/16

EUR

400,000

566,366

5.25% 2/16/29

GBP

550,000

1,066,002

Barclays Bank PLC:

4.25% 1/12/22

GBP

550,000

995,785

6.75% 1/16/23 (h)

GBP

300,000

504,508

BAT International Finance PLC:

7.25% 3/12/24

GBP

100,000

216,763

8.125% 11/15/13

200,000

214,200

Centrica PLC:

4.25% 9/12/44

GBP

250,000

393,535

4.375% 3/13/29

GBP

350,000

609,995

Direct Line Insurance Grup PLC 9.25% 4/27/42 (h)

GBP

100,000

177,513

Eastern Power Networks PLC 4.75% 9/30/21 (Reg. S)

GBP

100,000

179,880

EDF Energy Networks EPN PLC 6.25% 11/12/36

GBP

160,000

322,083

Eversholt Funding PLC 5.831% 12/2/20

GBP

100,000

188,957

Experian Finance PLC:

2.375% 6/15/17 (f)

425,000

435,100

4.75% 11/23/18

GBP

300,000

543,644

First Hydro Finance PLC 9% 7/31/21

GBP

320,000

608,960

Great Rolling Stock Co. Ltd. 6.25% 7/27/20

GBP

350,000

672,312

Imperial Tobacco Finance 7.25% 9/15/14

EUR

150,000

216,686

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United Kingdom - continued

Legal & General Group PLC 4% 6/8/25 (h)

EUR

150,000

$ 187,618

Marks & Spencer PLC:

6.125% 12/2/19

GBP

100,000

182,209

7.125% 12/1/37 (f)

200,000

222,408

Mondi Finance PLC 3.375% 9/28/20

EUR

350,000

456,989

Motability Operations Group PLC 3.75% 11/29/17

EUR

300,000

428,936

Royal Bank of Scotland PLC 5.125% 1/13/24

GBP

500,000

957,919

Severn Trent Utilities Finance PLC 6.25% 6/7/29

GBP

300,000

625,586

Tesco PLC 5.875% 9/12/16

EUR

100,000

152,429

Wales & West Utilities Finance PLC 6.75% 12/17/36 (h)

GBP

150,000

281,395

Western Power Distribution PLC 5.75% 3/23/40

GBP

150,000

284,818

William Hill PLC 7.125% 11/11/16

GBP

150,000

265,058

TOTAL UNITED KINGDOM

11,957,654

United States of America - 4.2%

Altria Group, Inc.:

2.85% 8/9/22

500,000

500,920

9.25% 8/6/19

204,000

287,692

American International Group, Inc. 6.765% 11/15/17

GBP

200,000

377,211

American Tower Corp. 4.7% 3/15/22

450,000

496,626

Aristotle Holding, Inc.:

2.1% 2/12/15 (f)

480,000

490,911

3.9% 2/15/22 (f)

1,110,000

1,212,156

AT&T, Inc.:

4.875% 6/1/44

GBP

200,000

347,936

5.55% 8/15/41

300,000

380,735

Chrysler Group LLC/CG Co-Issuer, Inc. 8% 6/15/19

500,000

531,875

Citigroup, Inc.:

4.25% 2/25/30

EUR

600,000

662,009

4.5% 1/14/22

150,000

165,441

Comcast Corp. 6.55% 7/1/39

350,000

469,958

Credit Suisse New York Branch 5% 5/15/13

400,000

409,607

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.375% 9/14/29

GBP

400,000

648,611

5.15% 3/15/42

550,000

573,713

Enbridge Energy Partners LP 5.2% 3/15/20

250,000

290,593

Frontier Oil Corp. 6.875% 11/15/18

250,000

266,250

General Electric Capital Corp. 4.65% 10/17/21

250,000

282,625

General Electric Co.:

4.125% 10/9/42

200,000

208,916

5.25% 12/6/17

550,000

651,399

Glencore Funding LLC 6% 4/15/14 (Reg. S)

309,000

323,592

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United States of America - continued

John Deere Capital Corp. 2.8% 1/27/23

$ 600,000

$ 622,849

JPMorgan Chase & Co. 2.75% 8/24/22

EUR

400,000

524,958

Marathon Oil Corp. 2.8% 11/1/22

350,000

352,446

Marsh & McLennan Companies, Inc. 4.8% 7/15/21

500,000

565,978

NBCUniversal Media LLC 4.375% 4/1/21

500,000

571,971

Philip Morris International, Inc.:

2.125% 5/30/19

EUR

100,000

132,997

2.875% 5/30/24

EUR

150,000

199,739

Plains All American Pipeline LP/PAA Finance Corp. 8.75% 5/1/19

100,000

135,520

PPL Energy Supply LLC 6.5% 5/1/18

160,000

189,712

Procter & Gamble Co.:

1.45% 8/15/16

350,000

358,791

2% 8/16/22 (Reg. S)

EUR

250,000

320,623

Qwest Corp. 6.75% 12/1/21

650,000

776,766

Reynolds American, Inc. 1.05% 10/30/15

200,000

200,570

Roche Holdings, Inc. 6% 3/1/19 (f)

150,000

188,525

SABMiller Holdings, Inc.:

2.45% 1/15/17 (f)

400,000

419,150

3.75% 1/15/22 (f)

200,000

219,761

Southeast Supply Header LLC 4.85% 8/15/14 (f)

300,000

313,857

The Coca-Cola Co. 3.3% 9/1/21

350,000

389,681

The Dow Chemical Co. 4.125% 11/15/21

950,000

1,037,481

Time Warner Cable, Inc.:

4.125% 2/15/21

500,000

557,311

5.5% 9/1/41

400,000

465,502

Tyco Flow Control International Finance SA 1.875% 9/15/17 (f)

150,000

150,404

U.S. Bancorp 3% 3/15/22

500,000

529,603

UBS AG 7.625% 8/17/22

700,000

754,255

UnitedHealth Group, Inc. 2.75% 2/15/23

150,000

154,011

Ventas Realty LP 4.25% 3/1/22

225,000

241,311

Verizon Communications, Inc. 4.75% 11/1/41

250,000

288,997

Wal-Mart Stores, Inc. 5.625% 4/15/41

500,000

673,621

Wells Fargo & Co.:

2.625% 8/16/22

EUR

550,000

722,954

Nonconvertible Bonds - continued

 

Principal
Amount (d)

Value

United States of America - continued

Wells Fargo & Co.: - continued

3.676% 6/15/16

$ 450,000

$ 488,363

Xerox Corp. 2.95% 3/15/17

150,000

154,500

TOTAL UNITED STATES OF AMERICA

22,280,983

TOTAL NONCONVERTIBLE BONDS

(Cost $59,303,621)


64,018,529

Government Obligations - 25.1%

 

Canada - 1.4%

Canadian Government 3.25% 6/1/21

CAD

6,450,000

7,265,977

Germany - 3.0%

German Federal Republic:

0% 6/13/14

EUR

2,250,000

2,915,404

0.5% 4/7/17

EUR

150,000

195,389

1.75% 10/9/15

EUR

700,000

950,593

1.75% 7/4/22

EUR

600,000

799,185

3.25% 7/4/21

EUR

1,400,000

2,111,099

4% 1/4/18

EUR

700,000

1,066,582

4.75% 7/4/40

EUR

3,000,000

5,856,706

5.5% 1/4/31

EUR

200,000

388,726

5.625% 1/4/28

EUR

910,000

1,737,457

TOTAL GERMANY

16,021,141

Italy - 2.9%

Italian Republic:

Inflation-Indexed Bond:

2.1% 9/15/16

EUR

893,172

1,154,510

2.1% 9/15/21

EUR

1,807,814

2,122,561

4.75% 9/1/21

EUR

9,250,000

12,147,647

TOTAL ITALY

15,424,718

Japan - 13.6%

Japan Government:

0.2% 2/15/13

JPY

689,550,000

8,639,656

1.3% 3/20/15

JPY

740,000,000

9,532,318

1.3% 6/20/20

JPY

1,556,000,000

20,667,032

1.7% 12/20/16

JPY

345,000,000

4,596,607

1.7% 9/20/17

JPY

511,000,000

6,868,351

Government Obligations - continued

 

Principal
Amount (d)

Value

Japan - continued

Japan Government: - continued

1.9% 6/20/16

JPY

469,250,000

$ 6,254,080

1.9% 3/20/29

JPY

966,500,000

12,884,899

2% 9/20/40

JPY

181,000,000

2,309,554

TOTAL JAPAN

71,752,497

Netherlands - 0.3%

Dutch Government 1% 1/15/14

EUR

1,300,000

1,704,204

New Zealand - 0.4%

New Zealand Government Inflation-Indexed Bonds 2% 9/20/25

NZD

2,280,000

1,928,207

Spain - 0.4%

Spanish Kingdom 5.5% 4/30/21

EUR

1,400,000

1,811,326

United States of America - 3.1%

U.S. Treasury Bonds 3.125% 11/15/41

2,850,000

3,013,875

U.S. Treasury Notes:

0.625% 9/30/17

3,750,000

3,735,060

0.875% 4/30/17

3,000,000

3,030,234

1% 3/31/17

1,100,000

1,117,532

1.625% 8/15/22

1,525,000

1,514,993

2% 2/15/22

3,925,000

4,060,228

TOTAL UNITED STATES OF AMERICA

16,471,922

TOTAL GOVERNMENT OBLIGATIONS

(Cost $121,133,646)


132,379,992

Asset-Backed Securities - 0.1%

 

Clock Finance BV Series 2007-1 Class B2, 0.515% 2/25/15 (h)

EUR

100,000

128,484

Tesco Property Finance 2 PLC 6.0517% 10/13/39

GBP

240,967

449,441

TOTAL ASSET-BACKED SECURITIES

(Cost $529,353)


577,925

Collateralized Mortgage Obligations - 0.4%

 

Principal
Amount (d)

Value

Private Sponsor - 0.4%

Arkle Master Issuer PLC Series 2010-2X Class 1A1, 1.8345% 5/17/60 (h)

$ 300,000

$ 302,800

Fosse Master Issuer PLC Series 2011-1 Class A3, 2.2078% 10/18/54 (h)

GBP

269,527

441,598

Granite Master Issuer PLC Series 2005-1 Class A5, 0.29% 12/20/54 (h)

EUR

187,319

238,788

Holmes Master Issuer PLC Series 2010-1X Class A2, 1.7403% 10/15/54 (h)

345,742

349,316

Storm BV:

Series 2010-1 Class A2, 1.233% 3/22/52 (h)

EUR

500,000

654,573

Series 2011-4 Class A1, 1.658% 10/22/53 (h)

EUR

170,986

221,239

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $2,223,675)


2,208,314

Commercial Mortgage Securities - 0.1%

 

France - 0.0%

FCC Proudreed Properties Class A, 0.569% 8/18/17 (h)

EUR

147,981

178,506

Ireland - 0.0%

German Residential Asset Note Distributor PLC Series 1 Class A, 0.445% 7/20/16 (h)

EUR

148,764

189,273

United Kingdom - 0.1%

Eddystone Finance PLC Series 2006-1 Class A2, 1.0034% 4/19/21 (h)

GBP

150,000

216,646

REC Plantation Place Ltd. Series 5 Class A, 0.7581% 7/25/16 (Reg. S) (h)

GBP

95,149

151,782

TOTAL UNITED KINGDOM

368,428

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $736,901)


736,207

Fixed-Income Funds - 4.6%

Shares

 

Fidelity Emerging Markets Debt Central Fund (i)

1,240,506

13,720,001

Fidelity High Income Central Fund 1 (i)

102,530

10,417,086

TOTAL FIXED-INCOME FUNDS

(Cost $22,218,989)


24,137,087

Preferred Securities - 0.1%

Principal
Amount (d)

Value

United Kingdom - 0.1%

Barclays Bank PLC 4.875% (g)(h)
(Cost $368,999)

$ 350,000

$ 325,210

Money Market Funds - 4.5%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

22,686,168

22,686,168

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,127,834

1,127,834

TOTAL MONEY MARKET FUNDS

(Cost $23,814,002)


23,814,002

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $479,007,411)

529,351,744

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(2,036,796)

NET ASSETS - 100%

$ 527,314,948

Currency Abbreviations

CAD

-

Canadian dollar

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

NZD

-

New Zealand dollar

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. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,820,180 or 0.9% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

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

(i) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 28,737

Fidelity Emerging Markets Debt Central Fund

1,233,994

Fidelity High Income Central Fund 1

767,275

Fidelity Securities Lending Cash Central Fund

59,148

Total

$ 2,089,154

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Emerging Markets Debt Central Fund

$ 26,242,783

$ 2,336,136

$ 16,506,717

$ 13,720,001

12.1%

Fidelity Emerging Markets Equity Central Fund

12,104,910

-

11,787,976

-

0.0%

Fidelity High Income Central Fund 1

6,226,123

9,770,359

6,203,930

10,417,086

1.9%

Total

$ 44,573,816

$ 12,106,495

$ 34,498,623

$ 24,137,087

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the 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:

Equities:

Consumer Discretionary

$ 45,365,726

$ 44,815,569

$ 550,157

$ -

Consumer Staples

24,949,167

19,651,675

5,297,492

-

Energy

30,541,630

26,879,800

3,661,830

-

Financials

58,230,464

50,153,594

8,076,870

-

Health Care

36,482,748

31,725,202

4,757,546

-

Industrials

29,594,027

29,135,684

458,343

-

Information Technology

31,507,942

29,629,028

1,878,914

-

Materials

15,498,480

11,847,007

3,651,473

-

Telecommunication Services

7,142,604

4,851,695

2,290,909

-

Utilities

1,841,690

1,841,690

-

-

Corporate Bonds

64,018,529

-

64,018,529

-

Government Obligations

132,379,992

-

132,379,992

-

Asset-Backed Securities

577,925

-

577,925

-

Collateralized Mortgage Obligations

2,208,314

-

2,208,314

-

Commercial Mortgage Securities

736,207

-

736,207

-

Fixed-Income Funds

24,137,087

24,137,087

-

-

Preferred Securities

325,210

-

325,210

-

Money Market Funds

23,814,002

23,814,002

-

-

Total Investments in Securities:

$ 529,351,744

$ 298,482,033

$ 230,869,711

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 25,118,006

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations

3.1%

AAA,AA,A

24.7%

BBB

10.1%

BB

1.6%

B

1.6%

CCC,CC,C

0.5%

Not Rated

0.6%

Equities

53.4%

Short-Term Investments and Net Other Assets

4.4%

 

100.0%

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

The information in the above table is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $1,072,106) - See accompanying schedule:

Unaffiliated issuers (cost $432,974,420)

$ 481,400,655

 

Fidelity Central Funds (cost $46,032,991)

47,951,089

 

Total Investments (cost $479,007,411)

 

$ 529,351,744

Foreign currency held at value (cost $1,119,851)

1,120,015

Receivable for investments sold

5,271,189

Receivable for fund shares sold

541,054

Dividends receivable

434,213

Interest receivable

1,690,481

Distributions receivable from Fidelity Central Funds

11,415

Other receivables

15,543

Total assets

538,435,654

 

 

 

Liabilities

Payable to custodian bank

$ 490,639

Payable for investments purchased

5,562,629

Payable for fund shares redeemed

3,386,409

Accrued management fee

314,053

Distribution and service plan fees payable

24,905

Other affiliated payables

114,470

Other payables and accrued expenses

99,767

Collateral on securities loaned, at value

1,127,834

Total liabilities

11,120,706

 

 

 

Net Assets

$ 527,314,948

Net Assets consist of:

 

Paid in capital

$ 466,499,666

Undistributed net investment income

5,608,248

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

4,857,622

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

50,349,412

Net Assets

$ 527,314,948

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($26,714,448 ÷ 1,139,222 shares)

$ 23.45

 

 

 

Maximum offering price per share (100/94.25 of $23.45)

$ 24.88

Class T:
Net Asset Value
and redemption price per share ($13,654,336 ÷ 585,427 shares)

$ 23.32

 

 

 

Maximum offering price per share (100/96.50 of $23.32)

$ 24.17

Class B:
Net Asset Value
and offering price per share ($2,425,691 ÷ 104,486 shares)A

$ 23.22

 

 

 

Class C:
Net Asset Value
and offering price per share ($13,796,760 ÷ 597,601 shares)A

$ 23.09

 

 

 

Global Balanced:
Net Asset Value
, offering price and redemption price per share ($468,757,583 ÷ 19,846,479 shares)

$ 23.62

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,966,130 ÷ 83,393 shares)

$ 23.58

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

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

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 5,780,967

Interest

 

5,613,699

Income from Fidelity Central Funds

 

2,089,154

Income before foreign taxes withheld

 

13,483,820

Less foreign taxes withheld

 

(281,948)

Total income

 

13,201,872

 

 

 

Expenses

Management fee

$ 3,727,969

Transfer agent fees

1,121,914

Distribution and service plan fees

271,671

Accounting and security lending fees

270,440

Custodian fees and expenses

169,561

Independent trustees' compensation

1,951

Registration fees

95,421

Audit

81,338

Legal

3,267

Miscellaneous

5,591

Total expenses before reductions

5,749,123

Expense reductions

(48,927)

5,700,196

Net investment income (loss)

7,501,676

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

20,854,540

Fidelity Central Funds

3,916,800

 

Foreign currency transactions

(245,225)

Capital gain distributions from Fidelity Central Funds

101,156

 

Total net realized gain (loss)

 

24,627,271

Change in net unrealized appreciation (depreciation) on:

Investment securities

7,753,988

Assets and liabilities in foreign currencies

121,005

Total change in net unrealized appreciation (depreciation)

 

7,874,993

Net gain (loss)

32,502,264

Net increase (decrease) in net assets resulting from operations

$ 40,003,940

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,501,676

$ 7,224,068

Net realized gain (loss)

24,627,271

39,788,338

Change in net unrealized appreciation (depreciation)

7,874,993

(35,693,976)

Net increase (decrease) in net assets resulting
from operations

40,003,940

11,318,430

Distributions to shareholders from net investment income

(5,592,973)

(5,506,342)

Distributions to shareholders from net realized gain

(2,173,830)

(2,817,435)

Total distributions

(7,766,803)

(8,323,777)

Share transactions - net increase (decrease)

(70,009,704)

(4,897,733)

Redemption fees

8,000

19,178

Total increase (decrease) in net assets

(37,764,567)

(1,883,902)

 

 

 

Net Assets

Beginning of period

565,079,515

566,963,417

End of period (including undistributed net investment income of $5,608,248 and undistributed net investment income of $5,026,105, respectively)

$ 527,314,948

$ 565,079,515

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 22.05

$ 21.88

$ 19.59

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .27

  .22

  .17

  .12

Net realized and unrealized gain (loss)

  1.41

  .22

  2.43

  4.39

Total from investment operations

  1.68

  .44

  2.60

  4.51

Distributions from net investment income

  (.19)

  (.17)

  (.23)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.28)

  (.27) K

  (.31)

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.45

$ 22.05

$ 21.88

$ 19.59

Total Return B,C,D

  7.74%

  2.04%

  13.40%

  29.91%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.33%

  1.37%

  1.43%

  1.47% A

Expenses net of fee waivers, if any

  1.33%

  1.37%

  1.43%

  1.47% A

Expenses net of all reductions

  1.32%

  1.35%

  1.41%

  1.46% A

Net investment income (loss)

  1.18%

  .98%

  .83%

  .88% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 26,714

$ 20,831

$ 11,096

$ 2,912

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.27 per share is comprised of distributions from net investment income of $.167 and distributions from net realized gain of $.107 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.96

$ 21.81

$ 19.56

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .21

  .17

  .13

  .11

Net realized and unrealized gain (loss)

  1.41

  .22

  2.42

  4.37

Total from investment operations

  1.62

  .39

  2.55

  4.48

Distributions from net investment income

  (.17)

  (.13)

  (.23)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.26)

  (.24)

  (.30) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.32

$ 21.96

$ 21.81

$ 19.56

Total Return B,C,D

  7.46%

  1.80%

  13.17%

  29.71%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.58%

  1.59%

  1.62%

  1.69% A

Expenses net of fee waivers, if any

  1.58%

  1.59%

  1.62%

  1.69% A

Expenses net of all reductions

  1.57%

  1.58%

  1.60%

  1.68% A

Net investment income (loss)

  .94%

  .75%

  .64%

  .88% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,654

$ 10,357

$ 5,345

$ 981

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.30 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.80

$ 21.68

$ 19.48

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09

  .04

  .02

  .05

Net realized and unrealized gain (loss)

  1.41

  .23

  2.41

  4.35

Total from investment operations

  1.50

  .27

  2.43

  4.40

Distributions from net investment income

  -

  (.04)

  (.16)

  -

Distributions from net realized gain

  (.08)

  (.11)

  (.08)

  -

Total distributions

  (.08)

  (.15)

  (.23) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.22

$ 21.80

$ 21.68

$ 19.48

Total Return B,C,D

  6.92%

  1.24%

  12.58%

  29.18%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.12%

  2.15%

  2.18%

  2.21% A

Expenses net of fee waivers, if any

  2.12%

  2.15%

  2.18%

  2.21% A

Expenses net of all reductions

  2.11%

  2.13%

  2.16%

  2.20% A

Net investment income (loss)

  .39%

  .20%

  .08%

  .39% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,426

$ 2,392

$ 2,199

$ 526

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.23 per share is comprised of distributions from net investment income of $.158 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 21.73

$ 21.65

$ 19.49

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .09

  .05

  .03

  .05

Net realized and unrealized gain (loss)

  1.41

  .22

  2.40

  4.36

Total from investment operations

  1.50

  .27

  2.43

  4.41

Distributions from net investment income

  (.05)

  (.08)

  (.20)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.14)

  (.19)

  (.27) K

  -

Redemption fees added to paid in capital E,J

  -

  -

  -

  -

Net asset value, end of period

$ 23.09

$ 21.73

$ 21.65

$ 19.49

Total Return B,C,D

  6.94%

  1.24%

  12.58%

  29.24%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.13%

  2.13%

  2.12%

  2.20% A

Expenses net of fee waivers, if any

  2.13%

  2.13%

  2.12%

  2.20% A

Expenses net of all reductions

  2.12%

  2.11%

  2.10%

  2.19% A

Net investment income (loss)

  .39%

  .21%

  .14%

  .36% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,797

$ 9,598

$ 5,463

$ 827

Portfolio turnover rate G

  157%

  197%

  178%

  252%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

J Amount represents less than $.01 per share.

K Total distributions of $.27 per share is comprised of distributions from net investment income of $.196 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Global Balanced

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 22.18

$ 21.99

$ 19.62

$ 16.94

$ 25.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .33

  .29

  .24

  .28

  .40

Net realized and unrealized gain (loss)

  1.44

  .22

  2.43

  2.95

  (6.70)

Total from investment operations

  1.77

  .51

  2.67

  3.23

  (6.30)

Distributions from net investment income

  (.24)

  (.21)

  (.23)

  (.38)

  (.33)

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  (.17)

  (1.83)

Total distributions

  (.33)

  (.32)

  (.30) G

  (.55)

  (2.16)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 23.62

$ 22.18

$ 21.99

$ 19.62

$ 16.94

Total Return A

  8.11%

  2.34%

  13.76%

  19.86%

  (26.96)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.03%

  1.05%

  1.11%

  1.24%

  1.13%

Expenses net of fee waivers, if any

  1.03%

  1.05%

  1.10%

  1.23%

  1.13%

Expenses net of all reductions

  1.02%

  1.04%

  1.08%

  1.21%

  1.11%

Net investment income (loss)

  1.48%

  1.29%

  1.16%

  1.61%

  1.88%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 468,758

$ 520,753

$ 542,319

$ 419,747

$ 345,279

Portfolio turnover rate D

  157%

  197%

  178%

  252%

  264%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.30 per share is comprised of distributions from net investment income of $.229 and distributions from net realized gain of $.075 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 22.16

$ 21.99

$ 19.64

$ 15.08

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .33

  .28

  .23

  .21

Net realized and unrealized gain (loss)

  1.43

  .21

  2.44

  4.35

Total from investment operations

  1.76

  .49

  2.67

  4.56

Distributions from net investment income

  (.25)

  (.21)

  (.25)

  -

Distributions from net realized gain

  (.09)

  (.11)

  (.08)

  -

Total distributions

  (.34)

  (.32)

  (.32) J

  -

Redemption fees added to paid in capital D,I

  -

  -

  -

  -

Net asset value, end of period

$ 23.58

$ 22.16

$ 21.99

$ 19.64

Total Return B,C

  8.10%

  2.25%

  13.75%

  30.24%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.04%

  1.11%

  1.14%

  1.12% A

Expenses net of fee waivers, if any

  1.04%

  1.11%

  1.14%

  1.12% A

Expenses net of all reductions

  1.03%

  1.10%

  1.12%

  1.10% A

Net investment income (loss)

  1.48%

  1.23%

  1.12%

  1.70% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,966

$ 1,149

$ 541

$ 140

Portfolio turnover rate F

  157%

  197%

  178%

  252%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period February 19, 2009 (commencement of sale of shares) to October 31, 2009.

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

I Amount represents less than $.01 per share.

J Total distributions of $.32 per share is comprised of distributions from net investment income of $.248 and distributions from net realized gain of $.075 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Global Balanced Fund (the Fund) is a fund of Fidelity Charles 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. The Fund offers Class A, Class T, Class C, Global Balanced and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management and 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.

Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. 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. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

 

Investment Manager

Investment Objective

 

Investment Practices

Fidelity Emerging Markets Debt Central Fund

 

FMR Co., Inc. (FMRC)

Seeks high total return by normally investing in debt securities of issuers in emerging markets and other debt investments that are tied economically to emerging markets.

 

Foreign Securities

Repurchase Agreements

Restricted Securities

 

Fidelity High Income Central Fund 1

 

FMRC

Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.

 

Loans & Direct Debt Instruments

Repurchase Agreements

Restricted Securities

 

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC 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 (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations and commercial mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

broker-supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though the principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 55,053,556

Gross unrealized depreciation

(6,127,675)

Net unrealized appreciation (depreciation) on securities and other investments

$ 48,925,881

 

 

Tax Cost

$ 480,425,863

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 5,315,356

Undistributed long-term capital gain

$ 6,569,121

Net unrealized appreciation (depreciation)

$ 48,930,960

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 7,766,803

$ 8,323,777

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $733,566,608 and $800,794,130, respectively.

5. 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 59,018

$ 1,798

Class T

.25%

.25%

63,810

985

Class B

.75%

.25%

24,086

18,141

Class C

.75%

.25%

124,757

52,394

 

 

 

$ 271,671

$ 73,318

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

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

 

Retained
by FDC

Class A

$ 25,670

Class T

5,491

Class B*

4,810

Class C*

5,660

 

$ 41,631

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 60,667

.26

Class T

31,841

.25

Class B

7,124

.30

Class C

37,596

.30

Global Balanced

980,570

.21

Institutional Class

4,116

.21

 

$ 1,121,914

 

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13,596 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,459 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $59,148, including $1,170 from securities loaned to FCM.

8. 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 $48,927 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 183,672

$ 89,410

Class T

86,456

36,393

Class B

-

4,186

Class C

22,825

23,671

Global Balanced

5,284,338

5,347,640

Institutional Class

15,682

5,042

Total

$ 5,592,973

$ 5,506,342

From net realized gain

 

 

Class A

$ 85,585

$ 57,286

Class T

46,353

29,060

Class B

8,719

10,926

Class C

43,221

31,269

Global Balanced

1,984,414

2,686,373

Institutional Class

5,538

2,521

Total

$ 2,173,830

$ 2,817,435

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

429,393

589,852

$ 9,630,018

$ 13,317,896

Reinvestment of distributions

11,691

6,226

250,430

136,028

Shares redeemed

(246,721)

(158,326)

(5,509,325)

(3,520,934)

Net increase (decrease)

194,363

437,752

$ 4,371,123

$ 9,932,990

Class T

 

 

 

 

Shares sold

257,238

308,037

$ 5,661,128

$ 6,909,923

Reinvestment of distributions

5,007

2,547

106,901

55,546

Shares redeemed

(148,499)

(83,961)

(3,309,966)

(1,863,419)

Net increase (decrease)

113,746

226,623

$ 2,458,063

$ 5,102,050

Class B

 

 

 

 

Shares sold

12,958

27,998

$ 280,676

$ 631,778

Reinvestment of distributions

361

605

7,708

13,164

Shares redeemed

(18,563)

(20,319)

(409,711)

(455,688)

Net increase (decrease)

(5,244)

8,284

$ (121,327)

$ 189,254

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

282,746

303,365

$ 6,184,980

$ 6,744,114

Reinvestment of distributions

2,666

2,288

56,618

49,623

Shares redeemed

(129,408)

(116,357)

(2,874,652)

(2,583,426)

Net increase (decrease)

156,004

189,296

$ 3,366,946

$ 4,210,311

Global Balanced

 

 

 

 

Shares sold

3,839,579

7,688,422

$ 85,808,068

$ 173,946,427

Reinvestment of distributions

320,351

348,628

6,893,955

7,645,415

Shares redeemed

(7,786,873)

(9,221,582)

(173,430,973)

(206,542,789)

Net increase (decrease)

(3,626,943)

(1,184,532)

$ (80,728,950)

$ (24,950,947)

Institutional Class

 

 

 

 

Shares sold

104,670

48,248

$ 2,281,441

$ 1,092,344

Reinvestment of distributions

864

176

18,558

3,866

Shares redeemed

(73,978)

(21,184)

(1,655,558)

(477,601)

Net increase (decrease)

31,556

27,240

$ 644,441

$ 618,609

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Charles Street Trust and the Shareholders of Fidelity Global Balanced 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 Global Balanced Fund (a fund of Fidelity Charles Street Trust) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Balanced 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

Annual Report


Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (50)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (77)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

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

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (70)

 

Year of Election or Appointment: 2006

Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (60)

 

Year of Election or Appointment: 2010

Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (65)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C. Johnson 3d or Ms. Abigail P. Johnson.

Michael E. Kenneally (58)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (72)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (66)

 

Year of Election or Appointment: 2001

Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (73)

 

Year of Election or Appointment: 2005

Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (54)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Charles S. Morrison (51)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Fixed Income Division.

Derek L. Young (48)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers (2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and as a portfolio manager.

Andrew Windmueller (52)

 

Year of Election or Appointment: 2012

Vice President of Fidelity's Asset Allocation Funds. Mr. Windmueller also serves as Chief Investment Officer of Strategic Advisers, Inc. (2011-present), Chief Investment Officer for Global Asset Allocation Multi-Asset Class Strategies (2011-present), and is an employee of Fidelity Investments (2000-present).

Scott C. Goebel (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Ramon Herrera (38)

 

Year of Election or Appointment: 2012

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (45)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Stephanie J. Dorsey (43)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Kenneth B. Robins (43)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/17/12

12/14/12

$0.301

$0.290

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012 $7,098,547, or, if subsequently determined to be different, the net capital gain of such year.

A total of 1.78% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Institutional Class, designates 13% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 63% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/12/2011

$0.316

$0.0134

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Balanced Fund

Each year, 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 relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers 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. The Board has established three standing committees, Operations, Audit, and Governance and Nominating, each composed of and chaired by 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. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2012 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 expense ratio relative to peer funds; (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 exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board 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 is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, 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, was 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 Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. 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 to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

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 a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a sector neutral investment approach for certain funds and utilizing a team of portfolio managers to manage certain sector-neutral funds; (vi) rationalizing product lines and gaining increased efficiencies through combinations of several funds with other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a proprietary custom index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's proprietary custom index is an index developed by FMR that represents the performance of the fund's general investment categories in both equity and bond securities.

Annual Report

Fidelity Global Balanced Fund

abc419570

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the second quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio 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 ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. 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." 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 33% means that 67% 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 Global Balanced Fund

abc419572

Annual Report

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 2011.

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

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of 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 total expense ratio of the retail class ranked below its competitive median for 2011 and the total expense ratio of each of Class A, Class T, Class B, Class C, and Institutional Class ranked above its competitive median for 2011. The Board considered that various factors, including 12b-1 fees and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market, where its 0.50% 12b-1 fee is comparable to the 12b-1 fees of the no-load classes with which it competes in the retirement plan market. The Board also considered that the majority of funds in the fund's Total Mapped Group are domestic funds, which generally have lower expenses than international and global funds. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

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

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. 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 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 concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and 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 was satisfied that the profitability was not excessive in the circumstances.

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 also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Annual Report

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 calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity 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 benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the compensation paid to fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) regulatory and industry developments, including those affecting money market funds and target date funds, and the potential impact to Fidelity; (viii) Fidelity's transfer agent fees, expenses, and services, and drivers for determining the transfer agent fee structure of different funds and classes; (ix) management fee rates charged by FMR or Fidelity entities to other Fidelity clients; (x) the allocation of and historical trends in Fidelity's realization of fall-out benefits; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

AGBLI-UANN-1212
1.883455.103

Item 2. Code of Ethics

As of the end of the period, October 31, 2012, Fidelity Charles Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that James H. Keyes is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Mr. Keyes is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Global Balanced Fund (the "Fund"):

Services Billed by PwC

October 31, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Global Balanced Fund

$68,000

$-

$5,500

$1,700

October 31, 2011 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Global Balanced Fund

$68,000

$-

$5,300

$2,000

A Amounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund ("Fund Service Providers"):

Services Billed by PwC

 

October 31, 2012A

October 31, 2011A

Audit-Related Fees

$3,640,000

$3,835,000

Tax Fees

$-

$-

All Other Fees

$-

$-

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Fund are as follows:

Billed By

October 31, 2012 A

October 31, 2011 A

PwC

$4,175,000

$5,840,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Fund, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund and its related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

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

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Fund's last two fiscal years relating to services provided to (i) the Fund or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund.

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 trust's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

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

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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

SIGNATURES

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

Fidelity Charles Street Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 26, 2012

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/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 26, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 26, 2012