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, 2009

Item 1. Reports to Stockholders

Fidelity®

Global Balanced

Fund

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/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.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

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

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

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

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

Sincerely,
/s/Abigail P. Johnson

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Global Balanced

19.86%

6.77%

5.35%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Global Balanced, a class of the fund, on October 31, 1999. 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.


fid5858

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63%. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan lagged other markets with its 14% return, while another big index component, the U.K., gained 23%. In the fixed-income sector, the Citigroup® World Government Bond Index rose 16.26%.

Comments from Ruben Calderon and Geoff Stein, who joined Calderon as Lead Co-Manager of Fidelity® Global Balanced Fund on June 1, 2009: The fund's Retail Class shares gained 19.86% for the year, outpacing the 18.46% return for the Fidelity Global Balanced Composite Index. We maintained a modest underweighting in equities, a slight overweighting in investment-grade bonds and an out-of-index stake in cash/cash equivalents. Although we added to our position in equities and pared back our stake in bonds in the latter half of the period, our overall defensive stance - especially during the first half - considerably boosted our relative performance. While security selection within the underlying equity subportfolios detracted from the fund's relative return, very strong results from our investment-grade bond holdings and favorable asset allocation in some of our equity sleeves more than made up for those negatives. Excellent security selection in the second half of the period - including out-of-index exposure to strong-performing corporate bonds - helped fuel the developed-country debt sleeve. Within equities, absolute returns for each sleeve were decidedly positive, led by the Asia Ex-Japan subportfolio and an out-of-index allocation to Fidelity Emerging Markets Equity Central Fund, which we initiated and increased during the period. On a relative basis, while the Canadian, Japanese and U.S. equity "subs" trailed their respective benchmarks, the remaining subportfolios performed either roughly in line with or slightly below their respective indexes.

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, 2009 to October 31, 2009).

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, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,208.50

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,207.40

$ 9.57

HypotheticalA

 

$ 1,000.00

$ 1,016.53

$ 8.74

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,203.20

$ 12.49

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,203.80

$ 12.39

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Global Balanced

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,209.60

$ 6.74

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

Institutional Class

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,210.90

$ 6.13

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

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 184/365 (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, 2009

fid5860

United States of America 33.9%

 

fid5862

Japan 17.0%

 

fid5864

United Kingdom 8.9%

 

fid5866

Germany 5.9%

 

fid5868

Australia 4.3%

 

fid5870

France 4.2%

 

fid5872

Canada 3.5%

 

fid5874

Netherlands 2.5%

 

fid5876

Switzerland 1.9%

 

fid5878

Other 17.9%

 

fid5880

As of April 30, 2009

fid5882

United States of America 37.5%

 

fid5884

Japan 19.5%

 

fid5886

United Kingdom 6.9%

 

fid5888

France 6.7%

 

fid5890

Germany 5.8%

 

fid5892

Canada 3.1%

 

fid5894

Australia 2.6%

 

fid5896

Switzerland 2.0%

 

fid5898

Netherlands 1.7%

 

fid5900

Other 14.2%

 

fid5902

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

60.7

53.9

Bonds

34.0

41.9

Convertible Securities

0.3

0.8

Other Investments

0.3

0.1

Short-Term Investments and Net Other Assets

4.7

3.3

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Union Pacific Corp. (United States of America)

1.2

1.1

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

1.1

1.2

Apple, Inc. (United States of America)

1.0

0.9

Occidental Petroleum Corp. (United States of America)

1.0

0.0

JPMorgan Chase & Co. (United States of America)

0.9

1.1

 

5.2

Top Five Bond Issuers as of October 31, 2009

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Japan Government

7.9

11.6

German Federal Republic

3.7

3.6

Greek Government

1.4

1.5

U.S. Treasury Obligations

1.1

4.8

BA Covered Bond Issuer

0.6

0.6

 

14.7

Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.7

17.9

Information Technology

9.2

10.0

Consumer Discretionary

7.9

7.3

Industrials

7.7

5.8

Energy

7.3

5.9

Materials

6.3

6.0

Health Care

4.9

4.5

Consumer Staples

4.4

4.6

Telecommunication Services

2.9

3.7

Utilities

1.1

1.8

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, 2009

Showing Percentage of Net Assets

Common Stocks - 56.7%

Shares

Value

Australia - 3.3%

AMP Ltd.

216,522

$ 1,140,498

ASX Ltd.

8,790

264,901

BHP Billiton Ltd.

58,234

1,909,250

Billabong International Ltd.

24,022

222,194

BlueScope Steel Ltd.

86,112

228,135

Coca-Cola Amatil Ltd.

42,569

404,583

Commonwealth Bank of Australia

33,415

1,543,646

Computershare Ltd.

97,925

950,385

Harvey Norman Holdings Ltd.

231,283

819,101

Macquarie Group Ltd.

19,331

846,336

National Australia Bank Ltd.

52,799

1,394,576

Newcrest Mining Ltd.

26,110

750,276

Paladin Energy Ltd. (a)

61,304

221,718

QBE Insurance Group Ltd.

48,410

974,597

Rio Tinto Ltd.

8,061

446,680

Wesfarmers Ltd.

33,590

837,904

Woolworths Ltd.

30,117

770,617

WorleyParsons Ltd.

19,427

448,044

TOTAL AUSTRALIA

14,173,441

Bailiwick of Jersey - 0.2%

Experian PLC

61,400

563,508

Shire PLC

9,557

169,078

TOTAL BAILIWICK OF JERSEY

732,586

Belgium - 0.5%

Anheuser-Busch InBev SA NV

18,846

887,589

Anheuser-Busch InBev SA NV (strip VVPR) (a)

9,280

68

Fortis (a)

85,300

370,545

Gimv NV

1,900

107,336

Umicore SA

23,794

726,542

TOTAL BELGIUM

2,092,080

Bermuda - 0.3%

Marvell Technology Group Ltd. (a)

18,000

246,960

Seadrill Ltd. (a)

16,800

350,899

Signet Jewelers Ltd. (United Kingdom)

20,000

507,316

Xyratex Ltd. (a)

13,000

135,850

TOTAL BERMUDA

1,241,025

Brazil - 0.2%

Banco Santander (Brasil) SA ADR (a)

26,400

313,104

Common Stocks - continued

Shares

Value

Brazil - continued

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

4,600

$ 184,552

sponsored ADR

8,000

369,760

TOTAL BRAZIL

867,416

Canada - 2.7%

Agnico-Eagle Mines Ltd. (Canada)

1,500

79,789

Agrium, Inc.

1,500

69,733

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

8,400

147,311

ARC Energy Trust unit

1,000

18,017

Astral Media, Inc. Class A (non-vtg.)

2,000

59,177

Bank of Montreal

3,300

152,559

Bank of Nova Scotia

6,500

271,621

Barrick Gold Corp.

7,900

284,235

BCE, Inc.

9,300

222,355

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

27,200

110,272

Brookfield Asset Management, Inc. Class A

6,000

126,555

Brookfield Properties Corp.

2,200

22,856

Cameco Corp.

3,000

83,557

Canadian National Railway Co.

5,600

270,471

Canadian Natural Resources Ltd.

6,600

427,993

Canadian Oil Sands Trust

3,500

94,316

Canadian Pacific Railway Ltd.

2,200

95,286

Canadian Tire Ltd. Class A (non-vtg.)

1,100

55,556

Canadian Utilities Ltd. Class A (non-vtg.)

1,500

53,373

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

15,400

188,011

CI Financial Corp.

1,500

26,444

Compton Petroleum Corp. (a)

49,500

50,284

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

400

6,572

Crescent Point Energy Corp.

3,300

112,148

Eldorado Gold Corp. (a)

3,800

42,322

Emera, Inc.

2,300

46,792

Enbridge, Inc.

4,000

155,479

EnCana Corp.

6,700

371,243

Fairborne Energy Trust (a)

13,300

54,657

Fairfax Financial Holdings Ltd. (sub. vtg.)

200

71,491

Finning International, Inc.

1,600

23,582

First Quantum Minerals Ltd.

1,200

82,028

George Weston Ltd.

700

35,658

Gildan Activewear, Inc. (a)

3,800

66,886

Goldcorp, Inc.

10,000

367,364

HudBay Minerals, Inc. (a)

2,800

36,227

Common Stocks - continued

Shares

Value

Canada - continued

Husky Energy, Inc.

3,000

$ 78,958

IAMGOLD Corp.

3,500

46,382

IESI-BFC Ltd.

3,800

48,779

IGM Financial, Inc.

2,300

81,881

Imperial Oil Ltd.

3,400

127,792

Inmet Mining Corp.

900

47,658

Intact Financial Corp.

1,100

33,421

Iteration Energy Ltd. (a)

51,500

54,218

Keyera Facilities Income Fund

12,400

227,193

Kinross Gold Corp.

8,400

155,922

Magna International, Inc. Class A (sub. vtg.)

300

11,833

Manulife Financial Corp.

11,000

206,215

Methanex Corp.

2,200

37,911

National Bank of Canada

3,200

166,642

Nexen, Inc.

3,900

83,845

Niko Resources Ltd.

1,700

137,526

Open Text Corp. (a)

4,200

156,698

Osisko Mining Corp. (a)

6,000

40,449

PetroBakken Energy Ltd. Class A

13,017

375,297

Petrobank Energy & Resources Ltd. (a)

6,800

297,282

Potash Corp. of Saskatchewan, Inc.

2,800

260,930

Power Corp. of Canada (sub. vtg.)

4,700

110,680

Power Financial Corp.

1,500

37,720

Progress Energy Resources Corp.

3,800

48,568

Reitmans (Canada) Ltd. Class A (non-vtg.)

6,400

96,575

Research In Motion Ltd. (a)

2,500

146,825

RioCan (REIT)

4,100

69,441

Ritchie Brothers Auctioneers, Inc.

1,900

41,648

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

3,600

105,555

RONA, Inc. (a)

2,200

30,089

Royal Bank of Canada

17,900

905,869

Shaw Communications, Inc. Class B

3,900

69,331

Shoppers Drug Mart Corp.

1,300

51,611

Silver Wheaton Corp. (a)

3,700

46,470

SNC-Lavalin Group, Inc.

1,400

56,564

Sun Life Financial, Inc.

5,500

152,020

Suncor Energy, Inc.

16,072

533,136

SXC Health Solutions Corp. (a)

1,800

82,599

Talisman Energy, Inc.

13,200

225,028

Teck Resources Ltd. Class B (sub. vtg.) (a)

9,900

287,167

TELUS Corp.

1,300

40,806

Thomson Reuters Corp.

4,700

149,397

Common Stocks - continued

Shares

Value

Canada - continued

Tim Hortons, Inc.

4,500

$ 128,115

Toronto-Dominion Bank

11,100

632,265

TransCanada Corp.

6,300

192,924

Yamana Gold, Inc.

6,000

63,610

TOTAL CANADA

11,363,065

Cayman Islands - 0.0%

Wynn Macau Ltd.

9,200

11,539

Chile - 0.0%

Embotelladora Andina SA sponsored ADR

5,000

91,250

China - 0.9%

Baidu.com, Inc. sponsored ADR (a)

4,600

1,738,432

BYD Co. Ltd. (H Shares) (a)

51,000

466,932

Tencent Holdings Ltd.

87,700

1,527,123

TOTAL CHINA

3,732,487

Denmark - 0.3%

Carlsberg AS Series B

4,500

317,628

Danske Bank AS (a)

8,869

205,601

Novo Nordisk AS Series B

13,029

811,447

TOTAL DENMARK

1,334,676

Finland - 0.1%

Metso Corp.

13,900

389,659

Nokian Tyres PLC

9,768

208,999

TOTAL FINLAND

598,658

France - 2.9%

Accor SA

4,463

214,594

Air France KLM (Reg.) (a)

5,300

81,580

Atos Origin SA (a)

4,585

215,501

AXA SA

28,274

703,132

Bouygues SA

10,695

505,984

Cap Gemini SA

5,300

246,533

Danone

14,925

899,490

Electricite de France

7,100

397,024

Essilor International SA

7,757

435,475

Groupe Eurotunnel SA

11,600

114,966

Iliad Group SA

3,741

405,724

L'Oreal SA

6,900

707,408

Michelin CGDE Series B

3,483

259,089

PPR SA

4,700

514,295

Common Stocks - continued

Shares

Value

France - continued

Remy Cointreau SA

8,500

$ 411,769

Sanofi-Aventis

23,873

1,749,824

Schneider Electric SA

8,521

890,400

Societe Generale Series A

11,309

755,203

Television Francaise 1 SA

11,200

176,433

Total SA sponsored ADR

30,500

1,832,135

Unibail-Rodamco

2,276

505,569

Vallourec SA

1,180

187,013

TOTAL FRANCE

12,209,141

Germany - 1.4%

Aixtron AG

6,300

188,845

BASF AG

12,942

695,135

Bayerische Motoren Werke AG (BMW)

13,688

670,647

Daimler AG (Reg.)

5,085

245,250

Deutsche Boerse AG

7,798

632,510

Deutsche Post AG

27,660

467,882

Deutsche Postbank AG (a)

7,000

217,245

E.ON AG

13,039

500,603

HeidelbergCement AG

3,830

229,556

Linde AG

3,763

395,318

MAN SE

2,500

205,943

Metro AG

2,500

138,914

SAP AG

14,808

670,358

Siemens AG (Reg.)

8,719

784,884

TOTAL GERMANY

6,043,090

Greece - 0.3%

Alpha Bank AE (a)

20,400

398,961

Hellenic Telecommunications Organization SA

10,769

182,242

National Bank of Greece SA (a)

12,800

476,358

TOTAL GREECE

1,057,561

Hong Kong - 1.0%

BOC Hong Kong Holdings Ltd.

180,500

415,501

China Unicom (Hong Kong) Ltd. sponsored ADR

9,700

122,705

Esprit Holdings Ltd.

140,800

937,322

Hong Kong Exchange & Clearing Ltd.

26,800

471,762

Li & Fung Ltd.

164,000

682,087

Sun Hung Kai Properties Ltd.

40,000

606,036

Common Stocks - continued

Shares

Value

Hong Kong - continued

Swire Pacific Ltd. (A Shares)

68,000

$ 828,702

Techtronic Industries Co. Ltd.

258,000

207,256

TOTAL HONG KONG

4,271,371

India - 0.0%

Tata Steel Ltd.

11,540

114,152

Ireland - 0.8%

Covidien PLC

12,000

505,440

CRH PLC

19,452

475,454

Ingersoll-Rand Co. Ltd.

68,600

2,167,074

Ryanair Holdings PLC sponsored ADR (a)

3,900

106,353

TOTAL IRELAND

3,254,321

Israel - 0.2%

Teva Pharmaceutical Industries Ltd. sponsored ADR

17,000

858,160

Italy - 0.4%

ENI SpA sponsored ADR

7,300

361,934

Fiat SpA (a)

44,100

659,337

Intesa Sanpaolo SpA

133,383

564,304

UniCredit SpA

72,566

244,537

TOTAL ITALY

1,830,112

Japan - 6.5%

Aisin Seiki Co. Ltd.

16,700

424,631

Ajinomoto Co., Inc.

47,000

441,149

Alps Electric Co. Ltd.

45,400

283,386

Aoyama Trading Co. Ltd.

11,900

190,713

Bridgestone Corp.

25,300

417,238

Canon, Inc.

23,100

870,984

Chuo Mitsui Trust Holdings, Inc.

81,000

299,747

Citizen Holdings Co. Ltd.

29,300

164,875

CyberAgent, Inc.

155

201,612

Daicel Chemical Industries Ltd.

91,000

549,554

Dainippon Screen Manufacturing Co. Ltd. (a)(d)

90,000

382,548

Daiwa House Industry Co. Ltd.

85,000

908,153

Denso Corp.

7,500

204,936

eAccess Ltd.

46

32,265

East Japan Railway Co.

8,000

512,339

Fuji Machine Manufacturing Co. Ltd.

6,500

85,782

Fujitsu Ltd.

21,000

123,672

Hitachi Transport System Ltd.

9,000

118,058

Honda Motor Co. Ltd.

13,300

410,816

Common Stocks - continued

Shares

Value

Japan - continued

Inpex Corp.

11

$ 89,834

JSR Corp.

30,000

585,134

JTEKT Corp.

38,000

401,449

Kansai Paint Co. Ltd.

10,000

84,622

Kanto Denka Kogyo Co. Ltd.

31,000

252,486

Kappa Create Co. Ltd.

8,000

180,695

Kobayashi Pharmaceutical Co. Ltd.

7,500

322,804

Kuraray Co. Ltd.

70,000

722,678

Matsumotokiyoshi Holdings Co. Ltd.

6,000

137,746

Mitsubishi Corp.

11,300

239,577

Mitsubishi Tanabe Pharma Corp.

36,000

459,629

Mitsubishi UFJ Financial Group, Inc.

153,400

817,116

Mitsubishi UFJ Lease & Finance Co. Ltd.

5,150

153,405

Mitsui & Co. Ltd.

32,700

429,471

Mitsui O.S.K. Lines Ltd.

45,000

261,307

Mitsui Sumitomo Insurance Group Holdings, Inc.

30,200

703,036

NHK Spring Co. Ltd.

14,000

109,318

Nichicon Corp.

4,500

44,987

Nippon Building Fund, Inc.

41

336,096

Nippon Electric Glass Co. Ltd.

73,000

786,097

Nippon Sheet Glass Co. Ltd.

124,000

365,402

Nippon Steel Corp.

77,000

293,773

Nippon Telegraph & Telephone Corp.

600

24,759

Nippon Television Network Corp.

5,050

658,185

Nissan Motor Co. Ltd.

95,300

689,643

Nitori Co. Ltd.

2,900

235,857

Nomura Holdings, Inc.

46,500

327,761

Nomura Real Estate Office Fund, Inc.

26

160,656

NPC, Inc.

2,600

66,439

NSK Ltd.

63,000

366,035

NTT DoCoMo, Inc.

740

1,073,255

Okinawa Cellular Telephone Co.

56

103,726

ORIX Corp.

5,620

363,043

Osaka Securities Exchange Co. Ltd.

52

249,554

Park24 Co. Ltd.

21,600

240,945

Rakuten, Inc.

417

285,599

Ricoh Co. Ltd.

5,000

67,955

ROHM Co. Ltd.

3,800

252,018

Sankyo Co. Ltd. (Gunma)

5,800

331,314

Sega Sammy Holdings, Inc.

17,900

254,166

Shin-Etsu Chemical Co., Ltd.

9,900

525,039

Shinko Electric Industries Co.Ltd.

13,300

198,099

Common Stocks - continued

Shares

Value

Japan - continued

Shionogi & Co. Ltd.

9,200

$ 198,469

SKY Perfect JSAT Holdings, Inc.

697

318,727

SMC Corp.

3,600

411,159

Softbank Corp.

12,000

282,782

Sony Corp.

11,600

342,553

Stanley Electric Co. Ltd.

25,400

497,373

Sumco Corp.

5,100

97,331

Sumitomo Corp.

41,700

404,834

Sumitomo Electric Industries Ltd.

49,200

597,064

Sumitomo Mitsui Financial Group, Inc.

21,200

720,631

Taiyo Yuden Co. Ltd.

11,000

123,771

TDK Corp.

8,500

488,742

THK Co. Ltd.

16,100

278,220

Toda Corp.

41,000

136,682

Tokai Carbon Co. Ltd.

26,000

125,504

Tokuyama Corp.

24,000

150,815

Tokyo Ohka Kogyo Co. Ltd.

3,800

73,217

Toshiba Corp.

116,000

663,017

Toyota Motor Corp.

17,400

686,937

West Japan Railway Co.

73

258,709

TOTAL JAPAN

27,729,705

Luxembourg - 0.0%

ArcelorMittal SA (Netherlands)

4,520

152,849

Netherlands - 1.1%

Akzo Nobel NV

8,587

508,986

ASML Holding NV:

(Netherlands)

15,000

404,484

(NY Shares)

12,000

323,280

Heineken NV (Bearer)

9,700

429,863

James Hardie Industries NV unit (a)

83,740

530,563

Koninklijke KPN NV

39,108

710,735

Koninklijke Philips Electronics NV

20,900

524,990

QIAGEN NV (a)

28,000

583,240

TNT NV

2,000

53,211

Unilever NV (Certificaten Van Aandelen) unit

24,200

748,020

TOTAL NETHERLANDS

4,817,372

Netherlands Antilles - 0.2%

Schlumberger Ltd.

13,000

808,600

Norway - 0.2%

DnB NOR ASA (a)

39,000

449,180

Common Stocks - continued

Shares

Value

Norway - continued

Pronova BioPharma ASA (a)

16,900

$ 52,535

Telenor ASA (a)

32,400

419,563

TOTAL NORWAY

921,278

Papua New Guinea - 0.2%

Lihir Gold Ltd.

72,428

198,037

Oil Search Ltd.

100,938

523,327

TOTAL PAPUA NEW GUINEA

721,364

Singapore - 0.6%

Avago Technologies Ltd.

4,000

60,000

CapitaLand Ltd.

224,500

650,862

Keppel Corp. Ltd.

46,000

264,300

Olam International Ltd.

182,000

349,279

Raffles Education Corp. Ltd.

530,629

186,252

Singapore Exchange Ltd.

38,000

215,285

United Overseas Bank Ltd.

73,000

874,822

TOTAL SINGAPORE

2,600,800

South Africa - 0.1%

Impala Platinum Holdings Ltd.

11,000

245,414

Spain - 1.0%

Banco Bilbao Vizcaya Argentaria SA

22,875

408,863

Banco Santander SA

66,641

1,072,332

Grupo Ferrovial SA

4,100

170,503

Inditex SA

9,813

577,613

Telefonica SA sponsored ADR

22,200

1,863,246

TOTAL SPAIN

4,092,557

Sweden - 0.5%

H&M Hennes & Mauritz AB (B Shares)

11,013

625,517

Modern Times Group MTG AB (B Shares)

8,200

355,598

Sandvik AB

28,200

311,487

Skandinaviska Enskilda Banken AB (A Shares) (a)

49,700

301,025

Swedbank AB (A Shares)

28,946

249,341

Telefonaktiebolaget LM Ericsson (B Shares)

14,000

146,260

TOTAL SWEDEN

1,989,228

Switzerland - 1.8%

Actelion Ltd. (Reg.) (a)

6,821

376,581

Credit Suisse Group (Reg.)

17,847

953,864

Nestle SA (Reg.)

41,255

1,922,633

Nobel Biocare Holding AG (Switzerland)

8,965

255,119

Common Stocks - continued

Shares

Value

Switzerland - continued

Noble Corp.

8,000

$ 325,920

Roche Holding AG (participation certificate)

9,735

1,562,571

Schindler Holding AG (participation certificate)

3,753

257,125

Sonova Holding AG

3,680

379,441

Swiss Reinsurance Co. (Reg.)

9,421

385,801

Transocean Ltd. (a)

1,800

151,038

UBS AG:

(For. Reg.) (a)

51,275

854,831

(NY Shares) (a)

2,545

42,222

TOTAL SWITZERLAND

7,467,146

Turkey - 0.0%

Turkiye Is Bankasi AS Series C

47,000

179,747

United Kingdom - 5.6%

Anglo American PLC (United Kingdom) (a)

26,955

980,242

Barclays PLC

174,864

916,781

Barclays PLC Sponsored ADR

40,000

836,000

Barratt Developments PLC (a)

40,100

88,945

Bellway PLC

13,700

164,421

BG Group PLC

52,013

900,917

Bovis Homes Group PLC

18,600

125,784

BP PLC

90,400

847,354

BP PLC sponsored ADR

15,500

877,610

British Airways PLC (a)

16,500

49,249

British American Tobacco PLC sponsored ADR

3,000

192,690

British Land Co. PLC

31,392

243,369

British Sky Broadcasting Group PLC

26,100

228,396

BT Group PLC

215,600

462,175

Burberry Group PLC

23,400

207,074

Cairn Energy PLC (a)

7,440

322,720

Carphone Warehouse Group PLC

73,500

222,158

Centrica PLC

154,828

631,170

Debenhams PLC

90,715

116,021

easyJet PLC (a)

17,500

103,462

HSBC Holdings PLC sponsored ADR

67,522

3,740,044

InterContinental Hotel Group PLC

22,229

286,490

ITV PLC

589,900

414,033

Kesa Electricals PLC

140,200

305,910

Man Group PLC

70,529

358,963

Misys PLC

82,800

281,534

Mothercare PLC

24,700

233,582

Reckitt Benckiser Group PLC

15,624

778,523

Common Stocks - continued

Shares

Value

United Kingdom - continued

Redrow PLC (a)

55,800

$ 129,174

Rio Tinto PLC (Reg.)

20,898

924,206

Royal Dutch Shell PLC Class A (United Kingdom)

74,637

2,214,280

Segro PLC

65,990

382,449

Serco Group PLC

33,846

280,898

Standard Chartered PLC (United Kingdom)

46,734

1,151,302

Taylor Wimpey PLC (a)

337,373

205,053

Tesco PLC

129,455

865,779

The Game Group PLC

51,100

124,334

Tomkins PLC

87,200

240,660

Vodafone Group PLC

302,821

667,589

Vodafone Group PLC sponsored ADR

30,300

672,357

Wm Morrison Supermarkets PLC

74,915

344,387

Wolseley PLC (a)

21,068

428,217

Xstrata PLC

21,988

318,582

TOTAL UNITED KINGDOM

23,864,884

United States of America - 23.4%

3M Co.

6,500

478,205

Agilent Technologies, Inc.

25,600

633,344

Albemarle Corp.

6,000

189,480

Allergan, Inc.

1,900

106,875

Allscripts-Misys Healthcare Solutions, Inc.

3,000

58,500

Amazon.com, Inc. (a)

11,100

1,318,791

American Express Co.

98,000

3,414,320

Anadarko Petroleum Corp.

43,500

2,650,455

Apple, Inc. (a)

22,500

4,241,250

Applied Micro Circuits Corp. (a)

12,000

93,840

Ardea Biosciences, Inc. (a)

5,800

78,300

Arena Resources, Inc. (a)

6,200

231,012

Armstrong World Industries, Inc. (a)

21,000

782,250

Autoliv, Inc.

3,100

104,098

Avon Products, Inc.

6,000

192,300

Ball Corp.

7,000

345,310

BioCryst Pharmaceuticals, Inc. (a)

8,000

71,440

Blue Coat Systems, Inc. (a)

8,000

178,240

BMC Software, Inc. (a)

12,044

447,555

Bruker BioSciences Corp. (a)

38,000

411,920

C.H. Robinson Worldwide, Inc.

9,000

495,990

Cameron International Corp. (a)

3,000

110,910

CareFusion Corp. (a)

22,000

492,140

Caterpillar, Inc.

8,000

440,480

Common Stocks - continued

Shares

Value

United States of America - continued

Celanese Corp. Class A

102,000

$ 2,799,900

Cerner Corp. (a)

7,000

532,280

Cisco Systems, Inc. (a)

129,200

2,952,220

Citrix Systems, Inc. (a)

56,000

2,058,560

CME Group, Inc.

4,100

1,240,701

Coach, Inc.

4,000

131,880

Comerica, Inc.

52,000

1,443,000

CONSOL Energy, Inc.

1,000

42,810

CSX Corp.

83,000

3,500,940

Cummins, Inc.

24,000

1,033,440

Dendreon Corp. (a)

17,000

429,590

Dow Chemical Co.

22,000

516,560

DSW, Inc. Class A (a)

36,000

691,200

eBay, Inc. (a)

43,000

957,610

ebix.com, Inc. (a)

2,000

123,200

ENSCO International, Inc.

3,000

137,370

Express Scripts, Inc. (a)

41,500

3,316,680

FedEx Corp.

5,000

363,450

Franklin Resources, Inc.

1,700

177,871

Freeport-McMoRan Copper & Gold, Inc.

5,900

432,824

G-III Apparel Group Ltd. (a)

17,000

272,170

Genworth Financial, Inc. Class A

12,000

127,440

Goldman Sachs Group, Inc.

10,000

1,701,700

Google, Inc. Class A (a)

8,300

4,449,796

Harley-Davidson, Inc.

25,000

623,000

Henry Schein, Inc. (a)

1,000

52,830

Hewlett-Packard Co.

51,000

2,420,460

ImmunoGen, Inc. (a)

19,000

127,110

Informatica Corp. (a)

15,000

318,450

Intel Corp.

10,000

191,100

iRobot Corp. (a)

18,000

240,660

J. Crew Group, Inc. (a)

7,000

285,460

Johnson Controls, Inc.

12,027

287,686

JPMorgan Chase & Co.

94,300

3,938,911

Kennametal, Inc.

7,000

164,920

King Pharmaceuticals, Inc. (a)

7,000

70,910

Lam Research Corp. (a)

24,000

809,280

Life Technologies Corp. (a)

47,000

2,216,990

Lubrizol Corp.

17,500

1,164,800

M&T Bank Corp. (d)

5,500

345,675

Mako Surgical Corp. (a)

22,000

199,100

Massey Energy Co.

2,000

58,180

Common Stocks - continued

Shares

Value

United States of America - continued

McKesson Corp.

14,000

$ 822,220

Medco Health Solutions, Inc. (a)

12,000

673,440

Micromet, Inc. (a)

25,000

127,750

Morgan Stanley

89,300

2,868,316

National Oilwell Varco, Inc. (a)

20,000

819,800

NetApp, Inc. (a)

7,000

189,350

Norfolk Southern Corp.

17,000

792,540

NVIDIA Corp. (a)

4,000

47,840

Occidental Petroleum Corp.

54,000

4,097,520

Oil States International, Inc. (a)

11,000

378,840

Oshkosh Co.

4,100

128,166

Owens-Illinois, Inc. (a)

7,000

223,160

Peabody Energy Corp.

6,000

237,540

Pfizer, Inc.

28,700

488,761

Philip Morris International, Inc.

24,000

1,136,640

PMC-Sierra, Inc. (a)

14,000

119,280

Polaris Industries, Inc.

12,000

504,840

Polo Ralph Lauren Corp. Class A

2,000

148,840

Precision Castparts Corp.

15,000

1,432,950

Pride International, Inc. (a)

26,100

771,516

Range Resources Corp.

6,000

300,300

Raytheon Co. warrants 6/16/11 (a)

112

1,056

Red Hat, Inc. (a)

9,000

232,290

Republic Services, Inc.

2,000

51,820

Rockwell Automation, Inc.

1,000

40,950

Ross Stores, Inc.

27,000

1,188,270

Schweitzer-Mauduit International, Inc.

5,000

258,250

Smith International, Inc.

32,000

887,360

Solera Holdings, Inc.

15,000

483,300

Southwestern Energy Co. (a)

9,000

392,220

Starbucks Corp. (a)

11,000

208,780

Starwood Hotels & Resorts Worldwide, Inc.

12,000

348,720

SVB Financial Group (a)

2,000

82,500

Taleo Corp. Class A (a)

3,000

65,220

Targacept, Inc. (a)

3,000

56,250

Teradyne, Inc. (a)

119,000

996,030

TETRA Technologies, Inc. (a)

17,000

160,820

The Coca-Cola Co.

15,700

836,967

The Walt Disney Co.

37,000

1,012,690

TIBCO Software, Inc. (a)

1,000

8,750

TJX Companies, Inc.

47,000

1,755,450

U.S. Bancorp, Delaware

9,400

218,268

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

91,100

$ 5,023,254

United Therapeutics Corp. (a)

5,600

238,224

Unum Group

2,000

39,900

Verisk Analytics, Inc.

2,700

74,061

VF Corp.

3,000

213,120

Viacom, Inc. Class B (non-vtg.) (a)

51,900

1,431,921

Virgin Media, Inc.

19,900

278,003

Visa, Inc. Class A

9,500

719,720

Walgreen Co.

57,000

2,156,310

WD-40 Co.

2,000

62,980

WebMD Health Corp. Class A (a)

14,220

484,333

Wells Fargo & Co.

5,800

159,616

Wilmington Trust Corp., Delaware

44,000

530,200

WMS Industries, Inc. (a)

35,000

1,399,300

Wyndham Worldwide Corp.

30,953

527,749

TOTAL UNITED STATES OF AMERICA

99,449,980

TOTAL COMMON STOCKS

(Cost $221,961,829)

240,917,055

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

ProSiebenSat.1 Media AG

31,500

328,649

Italy - 0.1%

Fondiaria-Sai SpA (Risparmio Shares)

18,200

223,899

Telecom Italia SpA (Risparmio Shares)

168,100

185,649

TOTAL ITALY

409,548

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $734,857)

738,197

Corporate Bonds - 15.8%

 

Principal
Amount (i)

 

Convertible Bonds - 0.3%

Bermuda - 0.1%

Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12

$ 250,000

464,400

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Convertible Bonds - continued

United States of America - 0.2%

Hertz Global Holdings, Inc. 5.25% 6/1/14

$ 300,000

$ 409,871

Micron Technology, Inc. 4.25% 10/15/13

140,000

212,625

TOTAL UNITED STATES OF AMERICA

622,496

TOTAL CONVERTIBLE BONDS

1,086,896

Nonconvertible Bonds - 15.5%

Australia - 1.0%

Australia & New Zealand Banking Group Ltd. 0.4806% 4/28/15 (f)

200,000

194,060

Commonwealth Bank of Australia:

0.92% 3/17/15 (f)

EUR

100,000

142,996

5% 10/15/19 (Reg. S)

370,000

371,660

5.5% 8/6/19

EUR

400,000

609,946

Didon Tunisia Pty. Ltd. 3.7997% 3/13/12 (e)(f)

100,000

86,000

Fairfax Media Group Finance Pty Ltd. 6.25% 6/15/12

EUR

250,000

357,756

QBE Insurance Group Ltd. 6.125% 9/28/15

GBP

200,000

336,783

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

250,000

311,045

St. George Bank Ltd. 1.038% 3/11/15 (f)

EUR

350,000

490,887

Westpac Banking Corp.:

4.25% 9/22/16

EUR

250,000

369,988

5% 10/21/19

GBP

300,000

491,269

WT Finance (Aust) Pty Ltd./Westfield Europe Finance PLC/WEA Finance 3.625% 6/27/12

EUR

400,000

574,982

TOTAL AUSTRALIA

4,337,372

Belgium - 0.1%

Fortis Banque SA 4.625% (Reg. S) (f)

EUR

200,000

229,806

Bermuda - 0.0%

MPF Corp. (Norway) AS 8.275% 9/20/11 (c)(e)(f)

300,000

3,000

Northern Offshore Ltd. 4.7997% 6/14/10 (e)(f)

100,000

92,000

TOTAL BERMUDA

95,000

Canada - 0.5%

Nexen, Inc. 7.5% 7/30/39

300,000

331,312

NOVA Chemicals Corp. 8.625% 11/1/19 (e)

180,000

182,475

Ontario Province 4.2% 3/8/18

CAD

1,800,000

1,702,989

TOTAL CANADA

2,216,776

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Cayman Islands - 0.4%

Hutchison Whampoa International 09 Ltd. 7.625% 4/9/19 (Reg. S)

$ 400,000

$ 451,128

MUFG Capital Finance 5 Ltd. 6.299% (f)

GBP

300,000

403,041

SMFG Finance Ltd. 6.164% (Reg. S) (f)

GBP

300,000

386,964

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

EUR

150,000

238,126

TOTAL CAYMAN ISLANDS

1,479,259

Cyprus - 0.0%

Remedial Cyprus PCL 5.5331% 3/28/12 (e)(f)

100,000

49,000

France - 1.1%

BNP Paribas SA:

0.6069% 11/23/15 (f)

200,000

195,296

8.667% (f)

EUR

100,000

153,777

Caisse Nationale des Caisses d' Epargne et de Prevoyance 6.117% (f)

EUR

50,000

55,257

Compagnie de St. Gobain:

0.991% 4/11/12 (f)

EUR

175,000

248,490

6% 5/20/13

EUR

50,000

78,930

Credit Agricole SA 4.13% (f)

EUR

200,000

242,385

Credit Commercial de France 4.875% 1/15/14

EUR

250,000

391,237

Credit Logement SA:

1.373% (f)

EUR

150,000

156,720

4.604% (f)

EUR

250,000

310,251

EDF SA 6.95% 1/26/39 (e)

250,000

302,970

Electricite de France 6.125% 6/2/34

GBP

100,000

182,259

Lafarge SA 8.75% 5/30/17

GBP

250,000

471,002

Natixis SA 0.983% 1/26/17 (f)

EUR

100,000

127,823

Societe Generale 0.984% 6/7/17 (f)

EUR

100,000

139,385

Societe Generale SCF 4% 7/7/16

EUR

450,000

683,865

TPSA Eurofinance France SA 6% 5/22/14

EUR

100,000

159,747

Veolia Environnement 6.125% 10/29/37

GBP

200,000

347,448

Vivendi 5.75% 4/4/13 (Reg. S)

300,000

315,498

TOTAL FRANCE

4,562,340

Germany - 0.4%

Bayerische Landesbank Girozentrale 4.5% 2/7/19 (f)

EUR

250,000

307,591

Commerzbank AG:

4.125% 9/13/16 (f)

EUR

300,000

410,916

5.625% 11/29/17 (f)

EUR

100,000

142,982

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Germany - continued

Deutsche Boerse AG 7.5% 6/13/38 (f)

EUR

200,000

$ 296,968

Hella KGaA Hueck & Co. 7.25% 10/20/14

EUR

75,000

108,435

Volkswagen Leasing GmbH 4.875% 10/18/12

EUR

250,000

385,870

TOTAL GERMANY

1,652,762

India - 0.1%

Export-Import Bank of India 0.8813% 6/7/12 (f)

JPY

40,000,000

427,695

ICICI Bank Ltd. 0.8244% 1/12/10 (Reg. S) (f)

125,000

124,253

TOTAL INDIA

551,948

Ireland - 0.3%

Allied Irish Banks PLC 5.25% 3/10/25 (f)

GBP

160,000

179,445

Ardagh Glass Group PLC 10.75% 3/1/15 pay-in-kind

EUR

321,694

392,913

Iberdrola Finance Ireland Ltd.:

3.8% 9/11/14 (Reg. S)

200,000

201,804

5% 9/11/19 (Reg. S)

200,000

201,945

TransCapitalInvest Ltd. 5.67% 3/5/14 (Reg. S)

400,000

396,928

TOTAL IRELAND

1,373,035

Italy - 0.5%

Assicurazioni Generali SpA 5.125% 9/16/24

EUR

250,000

370,564

Banca Italease SpA 1.099% 2/2/10 (f)

EUR

400,000

585,815

Intesa Sanpaolo SpA:

5% 9/23/19

EUR

350,000

515,030

6.375% 11/12/17 (f)

GBP

150,000

255,160

Telecom Italia SpA:

6.75% 3/21/13

EUR

150,000

242,157

8.25% 3/21/16

EUR

200,000

356,415

TOTAL ITALY

2,325,141

Japan - 0.1%

Fukoku Mutual Life Insurance Co. 4.5% 9/28/25 (f)

EUR

250,000

246,520

Korea (South) - 0.4%

Export-Import Bank of Korea 5.875% 1/14/15

200,000

210,808

Kookmin Bank 5.875% 6/11/12

200,000

214,081

Korea Hydro & Nuclear Power Co. Ltd. 6.25% 6/17/14

300,000

321,156

National Agricultural Cooperative Federation 5% 9/30/14 (Reg. S)

200,000

203,566

Shinhan Bank:

5.663% 3/2/35 (f)

350,000

294,413

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Korea (South) - continued

Shinhan Bank: - continued

6% 6/29/12 (Reg. S)

$ 300,000

$ 313,327

Woori Bank 7.63% 4/14/15 (e)

250,000

265,057

TOTAL KOREA (SOUTH)

1,822,408

Luxembourg - 0.7%

ArcelorMittal SA 9% 2/15/15

250,000

288,618

Enel Finance International SA 6% 10/7/39 (Reg. S)

400,000

409,209

Evraz Group SA 8.25% 11/10/15 (Reg. S)

200,000

194,500

Gaz Capital SA (Luxembourg):

6.212% 11/22/16 (Reg. S)

250,000

244,033

6.58% 10/31/13

GBP

100,000

162,975

7.51% 7/31/13 (Reg S.)

200,000

213,598

Glencore Finance (Europe) SA:

6.5% 2/27/19

GBP

200,000

312,349

7.125% 4/23/15

EUR

150,000

233,383

OAO Industry & Construction Bank 6.2% 9/29/15 (Issued by Or-ICB SA for OAO Industry & Construction Bank) (f)

800,000

768,000

Russian Standard Finance SA 7.5% 10/7/10 (Reg. S)

100,000

95,625

TOTAL LUXEMBOURG

2,922,290

Malaysia - 0.1%

Petronas Capital Ltd. 5.25% 8/12/19 (Reg. S)

400,000

399,975

Multi-National - 0.1%

Eurasian Development Bank 7.375% 9/29/14 (Reg. S)

200,000

207,000

Netherlands - 1.2%

Allianz Finance II BV 4.75% 7/22/19

EUR

100,000

153,079

Bayer Capital Corp. BV 4.625% 9/26/14

EUR

325,000

503,182

BOATS Investments (Netherlands) BV 11% 3/31/17 pay-in-kind

EUR

340,795

248,074

Deutsche Telekom International Financial BV 6.5% 4/8/22

GBP

300,000

524,851

Eureko BV 5.125% (f)

EUR

600,000

662,198

ING Bank NV 4.75% 5/27/19

EUR

700,000

1,095,015

Invitel Holdings NN 9.246% 4/15/13 (Reg. S) (f)

EUR

245,715

192,092

KBC IFIMA NV 4.5% 9/17/14

EUR

250,000

373,557

Koninklijke KPN NV 5.75% 9/17/29

GBP

250,000

406,419

Media Nusantara Citra BV 10.75% 9/12/11

148,958

128,402

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Netherlands - continued

Rabobank Nederland:

0.856% 7/28/15 (f)

EUR

150,000

$ 213,197

5.875% 5/20/19

EUR

350,000

565,890

Siemens Financieringsmaatschappij NV 6.125% 9/14/66 (f)

GBP

150,000

233,506

TOTAL NETHERLANDS

5,299,462

Norway - 0.6%

DnB NOR Bank ASA 4.5% 5/29/14

EUR

200,000

308,635

Kommunalbanken AS 5.125% 5/30/12

1,900,000

2,058,156

Petrolia Drilling ASA 12% 6/20/12 (e)

NOK

500,000

43,660

TOTAL NORWAY

2,410,451

Portugal - 0.1%

Banco Comercial Portugues SA 3.75% 10/8/16

EUR

400,000

587,343

Russia - 0.0%

Raspadskaya Securities Ltd. 7.5% 5/22/12

200,000

200,080

Spain - 0.4%

Banco Santander SA 3.875% 5/27/14

EUR

300,000

456,845

Mapfre SA 5.921% 7/24/37 (f)

EUR

450,000

566,007

Santander Issuances SA Unipersonal 1.108% 7/25/17 (f)

EUR

150,000

206,259

Telefonica Emisiones SAU:

5.431% 2/3/14

EUR

200,000

316,398

5.888% 1/31/14

GBP

100,000

173,878

TOTAL SPAIN

1,719,387

Sweden - 0.0%

Svenska Handelsbanken AB 0.449% 3/15/16 (f)

200,000

189,646

Switzerland - 0.1%

UBS AG London Branch 3% 10/6/14

EUR

150,000

219,725

Thailand - 0.0%

True Move Co. Ltd. 10.75% 12/16/13 (Reg. S)

200,000

191,000

United Arab Emirates - 0.2%

Abu Dhabi National Energy Co. PJSC 4.75% 9/15/14 (Reg. S)

300,000

301,500

Emirates Bank International PJSC 4.7806% 4/30/12 (f)

229,000

225,556

Nakheel Development Ltd. 3.1725% 12/14/09

150,000

162,750

TOTAL UNITED ARAB EMIRATES

689,806

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United Kingdom - 2.8%

3i Group PLC 1.003% 6/8/12 (f)

EUR

400,000

$ 515,272

BAA Funding Ltd.:

4.6% 2/15/20 (Reg. S) (f)

EUR

150,000

195,260

5.85% 11/27/15 (Reg. S) (f)

GBP

50,000

80,296

9.2% 3/29/23 (f)

GBP

50,000

92,310

Bank of Scotland 6.375% 8/16/19

GBP

400,000

571,235

Barclays Bank PLC:

0.4831% 6/27/16 (e)(f)

100,000

88,237

0.5931% 5/25/15 (f)

300,000

282,236

5.2% 7/10/14

300,000

319,897

6.75% 1/16/23 (f)

GBP

300,000

500,066

14% (f)

GBP

100,000

214,698

BAT International Finance PLC 8.125% 11/15/13

200,000

229,058

BG Energy Capital PLC 3.375% 7/15/13

EUR

150,000

223,805

Broadgate PLC 1.3431% 10/5/25 (f)

GBP

32,750

34,950

Credit Suisse London Branch 4.75% 8/5/19

EUR

300,000

452,584

Imperial Tobacco Finance:

7.25% 9/15/14

EUR

150,000

246,885

8.375% 2/17/16

EUR

600,000

1,042,038

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

EUR

150,000

187,002

Marks & Spencer PLC 7.125% 12/1/37 (e)

200,000

190,566

Motability Operations Group PLC 5.25% 9/28/16

GBP

200,000

329,390

Nationwide Building Society:

0.982% 12/22/16 (f)

EUR

150,000

181,468

3.375% 8/17/15 (f)

EUR

455,000

621,669

Northern Rock PLC 0.3834% 10/21/10 (f)

250,000

234,255

Old Mutual PLC:

4.5% 1/18/17 (f)

EUR

150,000

180,449

5% 1/21/16 (f)

GBP

50,000

70,868

7.125% 10/19/16

GBP

200,000

327,129

Prudential PLC 6.125% 12/19/31

GBP

110,000

163,974

Rexam PLC 4.375% 3/15/13

EUR

250,000

369,473

Royal Bank of Scotland PLC:

0.4844% 4/11/16 (f)

250,000

202,719

5.75% 5/21/14

EUR

250,000

391,424

6.934% 4/9/18

EUR

300,000

443,298

Scottish & Southern Energy PLC 6.25% 8/27/38

GBP

150,000

275,929

Society of Lloyd's 6.875% 11/17/25 (f)

GBP

200,000

333,739

Standard Chartered Bank:

3.3263% 2/3/15 (f)

100,000

97,463

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United Kingdom - continued

Standard Chartered Bank: - continued

5.875% 9/26/17 (Reg. S)

EUR

250,000

$ 386,372

Tesco PLC 5.125% 2/24/15

EUR

150,000

236,210

UBS AG Jersey Branch:

0.4341% 4/18/16 (f)

100,000

86,205

1.023% 11/17/15 (f)

EUR

350,000

483,094

UBS AG London Branch 6.25% 9/3/13

EUR

100,000

160,690

Ukrsotsbank 8% 2/22/10 (Issued by Credit Suisse First Boston International for Ukrsotsbank)

100,000

98,529

Vodafone Group PLC:

0.66% 2/27/12 (f)

160,000

158,830

6.25% 1/15/16

EUR

200,000

328,441

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

GBP

100,000

181,478

TOTAL UNITED KINGDOM

11,809,491

United States of America - 4.3%

Altria Group, Inc.:

8.5% 11/10/13

210,000

243,645

9.25% 8/6/19

400,000

484,962

Anheuser-Busch InBev Worldwide, Inc. 5.375% 1/15/20 (Reg. S)

340,000

345,646

BA Covered Bond Issuer 4.125% 4/5/12

EUR

1,700,000

2,556,971

Bank of America Corp.:

4.75% 5/6/19

EUR

250,000

334,535

6.125% 9/15/21

GBP

250,000

413,057

7.375% 5/15/14

115,000

128,761

7.625% 6/1/19

285,000

328,865

BSP Finance BV 10.75% 11/1/11

100,000

75,050

CenturyTel, Inc. 7.6% 9/15/39

105,000

102,733

Citigroup, Inc. 4.25% 2/25/30 (f)

EUR

350,000

366,896

ConocoPhillips 6% 1/15/20

350,000

385,277

COX Communications, Inc. 8.375% 3/1/39 (e)

250,000

299,716

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

400,000

426,972

Dominion Resources, Inc. 6.3% 9/30/66 (f)

190,000

164,350

Dow Chemical Co. 8.55% 5/15/19

280,000

319,654

General Electric Capital Corp. 5.9% 5/13/14

160,000

175,112

General Electric Co. 5.25% 12/6/17

200,000

208,069

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

309,000

301,689

Goldman Sachs Group, Inc.:

6% 5/1/14

150,000

164,905

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United States of America - continued

Goldman Sachs Group, Inc.: - continued

6.15% 4/1/18

$ 200,000

$ 213,123

HVB Funding Trust VIII 7.055% (f)

EUR

500,000

632,156

JPMorgan Chase & Co. 5.25% 5/8/13

EUR

250,000

394,008

KeyBank NA:

0.979% 11/21/11 (f)

EUR

50,000

61,554

1.053% 2/9/12 (f)

EUR

220,000

240,300

Liberty Mutual Group, Inc. 5.75% 3/15/14 (e)

250,000

236,693

Merck & Co., Inc. 5.85% 6/30/39

300,000

326,420

Merrill Lynch & Co., Inc.:

4.625% 10/2/13

EUR

260,000

385,571

6.15% 4/25/13

500,000

535,978

6.75% 5/21/13

EUR

150,000

236,807

Morgan Stanley 1.039% 7/20/12 (f)

EUR

430,000

606,583

Pemex Project Funding Master Trust 5.5% 2/24/25
(Reg. S)

EUR

300,000

385,068

Pfizer, Inc.:

3.625% 6/3/13

EUR

150,000

226,044

5.35% 3/15/15

300,000

331,235

5.75% 6/3/21

EUR

150,000

248,799

6.2% 3/15/19

300,000

341,553

Plains All American Pipeline LP 8.75% 5/1/19

100,000

121,383

PPL Energy Supply LLC 6.5% 5/1/18

160,000

170,828

Roche Holdings, Inc. 6% 3/1/19 (e)

150,000

167,334

SLM Corp. 0.973% 12/15/10 (f)

EUR

200,000

265,844

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

300,000

305,744

Sprint Capital Corp. 8.75% 3/15/32

325,000

281,125

Time Warner Cable, Inc.:

6.75% 6/15/39

350,000

370,692

8.25% 2/14/14

200,000

234,566

Toyota Motor Credit Corp. 5.25% 2/3/12

EUR

200,000

312,213

US Bank NA, Cincinnati 4.375% 2/28/17 (f)

EUR

450,000

616,824

Verizon Wireless Capital LLC 5.55% 2/1/14 (Reg. S)

400,000

435,843

WaMu Covered Bond Program 4.375% 5/19/14

EUR

550,000

818,833

WEA Finance LLC/WT Finance Australia Pty. Ltd. 5.75% 9/2/15 (e)

400,000

402,144

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United States of America - continued

Wells Fargo & Co. 3.75% 10/1/14

$ 300,000

$ 299,902

Xerox Corp. 8.25% 5/15/14

100,000

115,218

TOTAL UNITED STATES OF AMERICA

18,147,250

TOTAL NONCONVERTIBLE BONDS

65,934,273

TOTAL CORPORATE BONDS

(Cost $62,269,472)

67,021,169

Government Obligations - 17.7%

 

Canada - 0.2%

Canadian Government 5.25% 6/1/12

CAD

850,000

855,393

France - 0.2%

French Republic 3.75% 10/25/19

EUR

600,000

896,959

Germany - 3.7%

German Federal Republic:

3.5% 7/4/19

EUR

1,650,000

2,479,241

4.25% 7/4/14

EUR

3,140,000

4,995,357

4.75% 7/4/40

EUR

1,900,000

3,172,838

5.625% 1/4/28

EUR

2,960,000

5,239,316

TOTAL GERMANY

15,886,752

Greece - 1.4%

Greek Government:

4.6% 9/20/40

EUR

2,850,000

3,694,548

5.5% 8/20/14

EUR

1,400,000

2,263,468

TOTAL GREECE

5,958,016

Ireland - 0.4%

Irish Republic 5.9% 10/18/19

EUR

1,000,000

1,614,158

Japan - 10.4%

Japan Government:

0.8% 12/15/09

JPY

952,000,000

10,584,007

0.9% 6/20/13

JPY

110,000,000

1,240,271

1.3% 3/20/15

JPY

1,040,000,000

11,894,527

1.7% 12/20/16

JPY

136,600,000

1,589,923

1.9% 6/20/16

JPY

855,000,000

10,101,938

Government Obligations - continued

 

Principal
Amount (i)

Value

Japan - continued

Japan Government: - continued

1.9% 3/20/29

JPY

208,000,000

$ 2,235,387

2.2% 9/20/39

JPY

210,000,000

2,298,171

2.5% 9/20/36

JPY

350,000,000

4,111,927

TOTAL JAPAN

44,056,151

United States of America - 1.4%

Federal Home Loan Bank 3.625% 10/18/13

300,000

317,258

Freddie Mac 2.125% 9/21/12

650,000

660,785

U.S. Treasury Bonds 3.5% 2/15/39

950,000

832,734

U.S. Treasury Inflation-Indexed Notes 2% 7/15/14

3,091,338

3,262,113

U.S. Treasury Notes:

2.375% 8/31/14

100,000

100,508

2.375% 9/30/14

200,000

200,796

3.625% 8/15/19

550,000

560,570

TOTAL UNITED STATES OF AMERICA

5,934,764

TOTAL GOVERNMENT OBLIGATIONS

(Cost $67,135,761)

75,202,193

Asset-Backed Securities - 0.4%

 

Clock Finance BV Series 2007-1 Class B2, 1.069% 2/25/15 (f)

EUR

100,000

100,065

Leek Finance PLC Series 2005-15X Class BA, 0.9131% 3/21/37 (f)

GBP

100,000

60,894

Mermaid Secured Finance 2007-1 Series 2007-1:

Class C, 1.024% 1/30/40 (f)

EUR

50,000

70,230

Class D, 1.224% 1/30/40 (f)

EUR

100,000

138,399

Prime Bricks 2007-1 GmbH Series 2007-1:

Class B, 1.024% 1/30/40 (f)

EUR

50,000

70,230

Class C, 1.224% 1/30/40 (f)

EUR

50,000

69,200

Promise K 2006-1 GmbH Series I 2006-1 Class D, 1.458% 3/10/17 (f)

EUR

100,000

26,002

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

GBP

250,000

415,704

TS Co.mit One GmbH Series 1 Class C, 1.041% 6/29/13 (f)

EUR

78,654

57,872

VCL No. 11 Ltd. Class A, 1.529% 8/21/15 (f)

EUR

200,000

294,590

Asset-Backed Securities - continued

 

Principal
Amount (i)

Value

Volkswagen Car Lease Series 9 Class B, 0.61% 10/21/13 (f)

EUR

250,000

$ 359,525

Whinstone Capital Management Ltd. Series 2005-1X Class B1, 1.4938% 10/25/45 (f)

GBP

70,098

9,207

TOTAL ASSET-BACKED SECURITIES

(Cost $2,101,716)

1,671,918

Collateralized Mortgage Obligations - 0.1%

 

Private Sponsor - 0.1%

Arkle Master Issuer PLC floater Series 2006-1X Class 5M1, 1.143% 2/17/52 (f)

EUR

100,000

115,741

Arran Residential Mortgages Funding No. 1 PLC Series 2006-1X Class CC, 0.973% 4/12/56 (f)

EUR

86,463

79,941

Holmes Master Issuer PLC floater Series 2007-1 Class 3C2, 1.162% 7/15/40 (f)

EUR

150,000

196,452

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $449,958)

392,134

Commercial Mortgage Securities - 0.3%

 

France - 0.0%

Paris Prime Community Real Estate Series 2006-1 Class B, 0.987% 4/22/14 (e)(f)

EUR

72,109

74,278

Ireland - 0.1%

European Property Capital 4 PLC Class C, 0.8588% 7/20/14 (f)

GBP

41,701

24,989

German Residential Asset Note Distributor PLC Series 1 Class A, 0.979% 7/20/16 (f)

EUR

174,264

209,399

Rivoli Pan Europe PLC Series 2006-1 Class B 1.1325% 8/3/18 (f)

EUR

100,000

80,332

TOTAL IRELAND

314,720

Japan - 0.0%

JLOC 37 LLC Series X Class B1, 0.72% 1/15/15 (f)

JPY

13,310,000

36,968

Netherlands - 0.0%

Skyline BV Series 2007-1 Class D, 1.547% 7/22/43 (f)

EUR

100,000

64,704

United Kingdom - 0.2%

Eddystone Finance PLC Series 2006-1:

Class A2, 0.7868% 4/19/21 (f)

GBP

150,000

189,901

Class B, 0.9568% 4/19/21 (f)

GBP

100,000

110,321

Commercial Mortgage Securities - continued

 

Principal
Amount (i)

Value

United Kingdom - continued

Enterprise Inns PLC 6.5% 12/6/18

GBP

95,000

$ 129,454

London & Regional Debt Securitisation No. 1 PLC Class A, 0.7781% 10/15/14 (f)

GBP

100,000

131,584

REC Plantation Place Ltd. Series 5 Class A, 1.1444% 7/25/16 (f)

GBP

97,699

122,403

Theatre Hospitals PLC:

Series 2007-1 Class C, 1.2681% 10/15/31 (f)

GBP

49,140

22,590

Series 2007-2 Class D, 1.5181% 10/15/31 (f)

GBP

98,280

24,203

TOTAL UNITED KINGDOM

730,456

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,638,116)

1,221,126

Commercial Paper - 0.2%

 

Luxembourg - 0.2%

Gazprom ECP SA 3.3995% 12/18/09
(Cost $995,506)

1,000,000

999,313

Preferred Securities - 0.3%

 

 

 

 

Germany - 0.1%

BayernLB Capital Trust I 6.2032% (f)

650,000

283,402

Netherlands - 0.2%

Rabobank Nederland 11% (e)(f)

780,000

1,013,697

TOTAL PREFERRED SECURITIES

(Cost $1,433,205)

1,297,099

International Equity Funds - 3.9%

Shares

 

Fidelity Emerging Markets Equity Central Fund (g)
(Cost $10,692,049)

100,500

16,816,665

Money Market Funds - 2.9%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (h)

11,793,360

11,793,360

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(h)

518,900

518,900

TOTAL MONEY MARKET FUNDS

(Cost $12,312,260)

12,312,260

Cash Equivalents - 0.0%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 0.06%, dated 10/30/09 due 11/2/09 (Collateralized by U.S. Government Obligations) #
(Cost $30,000)

$ 30,000

$ 30,000

TOTAL INVESTMENT PORTFOLIO - 98.5%

(Cost $381,754,729)

418,619,129

NET OTHER ASSETS - 1.5%

6,514,032

NET ASSETS - 100%

$ 425,133,161

Currency Abbreviations

CAD

-

Canadian dollar

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

NOK

-

Norwegian krone

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $3,802,571 or 0.9% of net assets.

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

(g) 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. 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.

(h) 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.

(i) Principal amount is stated in United States dollars unless otherwise noted.

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

Repurchase Agreement / Counterparty

Value

$30,000 due 11/02/09 at 0.06%

BNP Paribas Securities Corp.

$ 7,928

Credit Suisse Securities (USA) LLC

8,160

Deutsche Bank Securities, Inc.

2,616

HSBC Securities (USA), Inc.

1,189

ING Financial Markets LLC

2,378

J.P. Morgan Securities, Inc.

2,378

Mizuho Securities USA, Inc.

2,378

Societe Generale, New York Branch

2,973

 

$ 30,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 137,194

Fidelity Emerging Markets Equity Central Fund

224,549

Fidelity Securities Lending Cash Central Fund

36,141

Total

$ 397,884

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 Equity Central Fund

$ -

$ 11,052,049

$ 495,252

$ 16,816,665

5.2%

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United States of America

$ 99,449,980

$ 99,449,980

$ -

$ -

Japan

27,729,705

-

27,729,705

-

United Kingdom

23,864,884

20,046,779

3,818,105

-

Australia

14,173,441

-

14,173,441

-

France

12,209,141

9,756,185

2,452,956

-

Canada

11,363,065

11,363,065

-

-

Switzerland

7,467,146

5,658,451

1,808,695

-

Germany

6,371,739

4,671,247

1,700,492

-

Netherlands

4,817,372

3,357,335

1,460,037

-

Other

34,208,779

21,038,702

13,170,077

-

Corporate Bonds

67,021,169

-

67,018,169

3,000

Government Obligations

75,202,193

-

75,202,193

-

Asset-Backed Securities

1,671,918

-

1,604,839

67,079

Collateralized Mortgage Obligations

392,134

-

392,134

-

Commercial Mortgage Securities

1,221,126

-

1,121,859

99,267

Commercial Paper

999,313

-

999,313

-

Preferred Securities

1,297,099

-

1,297,099

-

International Equity Funds

16,816,665

16,816,665

-

-

Money Market Funds

12,312,260

12,312,260

-

-

Cash Equivalents

30,000

-

30,000

-

Total Investments in Securities

$ 418,619,129

$ 204,470,669

$ 213,979,114

$ 169,346

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

Investments in Securities:

Beginning Balance

$ 223,425

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(264,098)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

5,389

Transfers in/out of Level 3

204,630

Ending Balance

$ 169,346

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ (180,979)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

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

1.4%

AAA,AA,A

26.9%

BBB

5.3%

BB

0.3%

B

0.0%

CCC,CC,C

0.3%

Not Rated

0.4%

Equities

60.7%

Short-Term Investments and Net Other Assets

4.7%

 

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 report date and do not reflect subsequent downgrades.

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.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $67,735,229 of which $38,284,221 and $29,451,008 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $488,314 and repurchase agreements of $30,000) - See accompanying schedule:

Unaffiliated issuers (cost $358,750,420)

$ 389,490,204

 

Fidelity Central Funds (cost $23,004,309)

29,128,925

 

Total Investments (cost $381,754,729)

 

$ 418,619,129

Cash

106,274

Receivable for investments sold

20,407,469

Receivable for fund shares sold

1,616,200

Dividends receivable

393,386

Interest receivable

1,855,291

Distributions receivable from Fidelity Central Funds

2,960

Prepaid expenses

1,761

Other receivables

25,602

Total assets

443,028,072

 

 

 

Liabilities

Payable for investments purchased

$ 16,488,258

Payable for fund shares redeemed

349,534

Accrued management fee

261,994

Distribution fees payable

1,823

Other affiliated payables

124,813

Other payables and accrued expenses

149,589

Collateral on securities loaned, at value

518,900

Total liabilities

17,894,911

 

 

 

Net Assets

$ 425,133,161

Net Assets consist of:

 

Paid in capital

$ 455,249,760

Undistributed net investment income

4,730,308

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

(71,759,767)

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

36,912,860

Net Assets

$ 425,133,161

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($2,911,842 ÷ 148,649 shares)

$ 19.59

 

 

 

Maximum offering price per share (100/94.25 of $19.59)

$ 20.79

Class T:
Net Asset Value and redemption price per share ($981,213 ÷ 50,174 shares)

$ 19.56

 

 

 

Maximum offering price per share (100/96.50 of $19.56)

$ 20.27

Class B:
Net Asset Value and offering price per share
($525,790 ÷ 26,985 shares)A

$ 19.48

 

 

 

Class C:
Net Asset Value and offering price per share
($827,193 ÷ 42,450 shares)A

$ 19.49

 

 

 

Global Balanced:
Net Asset Value, offering price and redemption price per share ($419,747,236 ÷ 21,395,044 shares)

$ 19.62

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($139,887 ÷ 7,124 shares)

$ 19.64

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

Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2009

 

  

  

Investment Income

  

  

Dividends

 

$ 4,422,741

Interest

 

5,527,544

Income from Fidelity Central Funds

 

397,884

 

 

10,348,169

Less foreign taxes withheld

 

(237,970)

Total income

 

10,110,199

 

 

 

Expenses

Management fee

$ 2,554,942

Transfer agent fees

1,062,583

Distribution fees

6,021

Accounting and security lending fees

185,613

Custodian fees and expenses

417,236

Independent trustees' compensation

1,273

Registration fees

119,859

Audit

82,471

Legal

2,205

Miscellaneous

27,036

Total expenses before reductions

4,459,239

Expense reductions

(105,585)

4,353,654

Net investment income (loss)

5,756,545

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(25,671,224)

Fidelity Central Funds

135,252

 

Foreign currency transactions

(228,513)

Futures contracts

114,897

Total net realized gain (loss)

 

(25,649,588)

Change in net unrealized appreciation (depreciation) on:

Investment securities

84,307,276

Assets and liabilities in foreign currencies

327,889

Total change in net unrealized appreciation (depreciation)

 

84,635,165

Net gain (loss)

58,985,577

Net increase (decrease) in net assets resulting from operations

$ 64,742,122

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

Annual Report

Statement of Changes in Net Assets

  

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,756,545

$ 7,618,899

Net realized gain (loss)

(25,649,588)

(41,907,066)

Change in net unrealized appreciation (depreciation)

84,635,165

(91,610,439)

Net increase (decrease) in net assets resulting
from operations

64,742,122

(125,898,606)

Distributions to shareholders from net investment income

(7,712,596)

(5,015,376)

Distributions to shareholders from net realized gain

(3,450,371)

(27,812,540)

Total distributions

(11,162,967)

(32,827,916)

Share transactions - net increase (decrease)

26,258,176

132,695,430

Redemption fees

16,684

48,708

Total increase (decrease) in net assets

79,854,015

(25,982,384)

 

 

 

Net Assets

Beginning of period

345,279,146

371,261,530

End of period (including undistributed net investment income of $4,730,308 and undistributed net investment income of $6,726,768, respectively)

$ 425,133,161

$ 345,279,146

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

Annual Report

Financial Highlights - Class A

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .12

Net realized and unrealized gain (loss)

  4.39

Total from investment operations

  4.51

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.59

Total Return B, C, D

  29.91%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.47% A

Expenses net of fee waivers, if any

  1.47% A

Expenses net of all reductions

  1.46% A

Net investment income (loss)

  .88% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 2,912

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class T

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .11

Net realized and unrealized gain (loss)

  4.37

Total from investment operations

  4.48

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.56

Total Return B, C, D

  29.71%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.69% A

Expenses net of fee waivers, if any

  1.69% A

Expenses net of all reductions

  1.68% A

Net investment income (loss)

  .88% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 981

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class B

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .05

Net realized and unrealized gain (loss)

  4.35

Total from investment operations

  4.40

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.48

Total Return B, C, D

  29.18%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  2.21% A

Expenses net of fee waivers, if any

  2.21% A

Expenses net of all reductions

  2.20% A

Net investment income (loss)

  .39% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 526

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class C

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .05

Net realized and unrealized gain (loss)

  4.36

Total from investment operations

  4.41

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.49

Total Return B, C, D

  29.24%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  2.20% A

Expenses net of fee waivers, if any

  2.20% A

Expenses net of all reductions

  2.19% A

Net investment income (loss)

  .36% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 827

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Global Balanced

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.94

$ 25.40

$ 23.08

$ 21.95

$ 19.69

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .28

  .40

  .35

  .28

  .17 E

Net realized and unrealized gain (loss)

  2.95

  (6.70)

  4.27

  2.66

  2.54

Total from investment operations

  3.23

  (6.30)

  4.62

  2.94

  2.71

Distributions from net investment income

  (.38)

  (.33)

  (.20)

  (.14)

  (.13)

Distributions from net realized gain

  (.17)

  (1.83)

  (2.10)

  (1.67)

  (.32)

Total distributions

  (.55)

  (2.16)

  (2.30)

  (1.81)

  (.45)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.62

$ 16.94

$ 25.40

$ 23.08

$ 21.95

Total Return A

  19.86%

  (26.96)%

  21.83%

  14.23%

  13.92%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.24%

  1.13%

  1.14%

  1.18%

  1.17%

Expenses net of fee waivers,
if any

  1.23%

  1.13%

  1.14%

  1.18%

  1.17%

Expenses net of all reductions

  1.21%

  1.11%

  1.12%

  1.14%

  1.15%

Net investment income (loss)

  1.61%

  1.88%

  1.55%

  1.27%

  .80% E

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 419,747

$ 345,279

$ 371,262

$ 260,144

$ 191,247

Portfolio turnover rate D

  252%

  264%

  169%

  208%

  95%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .66%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

  
Year ended October 31, 2009 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) D

  .21

Net realized and unrealized gain (loss)

  4.35

Total from investment operations

  4.56

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 19.64

Total Return B, C

  30.24%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  1.12% A

Expenses net of fee waivers, if any

  1.12% A

Expenses net of all reductions

  1.10% A

Net investment income (loss)

  1.70% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 140

Portfolio turnover rate F

  252%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period 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 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.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

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 B, Class C, Global Balanced and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Fund commenced sale of Class A, Class T, Class B, Class C, and Institutional Class shares and the existing class was designated Global Balanced on February 19, 2009. 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 also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their 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 Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Emerging Markets Equity Central Fund

FMR Co., Inc. (FMRC)

Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.

Foreign Securities

Repurchase Agreements

 

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 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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 21, 2009, 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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 an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. For asset backed securities, collateralized mortgage obligations, and commercial mortgage securities, pricing services generally utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and types as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

Annual Report

3. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. 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)regular trading hours on the NASDAQ exchange, normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income 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 generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), futures transactions, 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

$ 48,037,524

Gross unrealized depreciation

(16,534,954)

Net unrealized appreciation (depreciation)

$ 31,502,570

 

 

Tax Cost

$ 387,116,559

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 6,067,724

Capital loss carryforward

$ (67,735,229)

Net unrealized appreciation (depreciation)

$ 31,438,204

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 11,162,967

$ 16,413,958

Long-term Capital Gains

-

16,413,958

Total

$ 11,162,967

$ 32,827,916

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, will be retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

5. Investments in Derivative Instruments.

Objectives and Strategies for Investing in Derivative Instruments. The Fund uses derivative instruments ("derivatives"), including futures contracts, in order to meet its investment objectives. The Fund's strategy is to use derivatives as a risk management tool and as an additional way to gain exposure to certain types of assets. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives. While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risk relative to those derivatives. This risk is further explained below:

Equity Risk

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

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. The purchaser or seller of a futures contract is not required to pay for or deliver the instrument unless the contract is held until the delivery date. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Securities deposited to meet margin requirements are identified in the Fund's Schedule of Investments. Futures contracts are marked-to-market daily and subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and changes in value are recognized as unrealized gain (loss). Realized gain (loss) is recorded upon the expiration or closing of the futures contract. The net realized gain (loss) and change in unrealized gain (loss) on futures contracts during the period is included on the Statement of Operations.

At the end of the period, the fund had no open futures contracts.

Annual Report

5. Investments in Derivative Instruments - continued

Realized and Change in Unrealized Gain (Loss) on Derivative Instruments. A summary of the Fund's value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Fund's Schedule of Investments. The table below reflects the Fund's realized gain (loss) and change in unrealized gain (loss) for derivatives during the period.

Risk Exposure / Derivative Type

Realized Gain (Loss)

Change in Unrealized Gain (Loss)

Equity Risk

 

 

Futures Contracts

$ 114,897

$ -

Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)

$ 114,897

$ -

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $114,897 for futures contracts.

6. Purchases and Sales of Investments.

Purchases and sales of securities(including the Equity Central Funds), other than short-term securities and U.S. government securities, aggregated $768,955,210 and $737,143,501, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .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. 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,

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 1,306

$ 745

Class T

.25%

.25%

1,287

387

Class B

.75%

.25%

1,716

1,485

Class C

.75%

.25%

1,712

1,565

 

 

 

$ 6,021

$ 4,182

Sales Load. FDC receives 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. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 3,958

Class T

1,070

 

$ 5,028

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, the total transfer agent fees paid by each class were as follows:

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,525

.28*

Class T

683

.26*

Class B

513

.29*

Class C

495

.28*

Global Balanced

1,059,223

.30

Institutional Class

144

.17*

 

$ 1,062,583

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $17,025 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $1,849 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

9. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $36,141.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Global Balanced's operating expenses. During the period, this reimbursement reduced the class' expenses by $59,983.

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 $45,602 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Global Balanced

$ 7,712,596

$ 5,015,376

From net realized gain

 

 

Global Balanced

$ 3,450,371

$ 27,812,540

Annual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009 A

2008

2009A

2008

Class A

 

 

 

 

Shares sold

153,196

-

$ 2,896,084

$ -

Shares redeemed

(4,547)

-

(85,646)

-

Net increase (decrease)

148,649

-

$ 2,810,438

$ -

Class T

 

 

 

 

Shares sold

54,070

-

$ 984,801

$ -

Shares redeemed

(3,896)

-

(69,740)

-

Net increase (decrease)

50,174

-

$ 915,061

$ -

Class B

 

 

 

 

Shares sold

27,777

-

$ 492,520

$ -

Shares redeemed

(792)

-

(15,439)

-

Net increase (decrease)

26,985

-

$ 477,081

$ -

Class C

 

 

 

 

Shares sold

42,502

-

$ 795,402

$ -

Shares redeemed

(52)

-

(992)

-

Net increase (decrease)

42,450

-

$ 794,410

$ -

Global Balanced

 

 

 

 

Shares sold

9,057,083

12,310,512

$ 156,832,268

$ 263,385,231

Reinvestment of distributions

673,127

1,384,069

10,621,946

31,418,376

Shares redeemed

(8,714,065)

(7,932,619)

(146,302,628)

(162,108,177)

Net increase (decrease)

1,016,145

5,761,962

$ 21,151,586

$ 132,695,430

Institutional Class

 

 

 

 

Shares sold

7,124

-

$ 109,600

$ -

A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period February 19, 2009 (commencement of sale of
shares) to October 31, 2009.

13. Other.

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

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2009

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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 188 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Abigail P. Johnson (47)

 

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 Personal and Workplace Investing (2005-present). Ms. Johnson is a Director 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 (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

Independent Trustees:

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

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (67)

 

Year of Election or Appointment: 2006

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

Arthur E. Johnson (62)

 

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) and AGL Resources, Inc. (holding company). Previously, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009), and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (55)

 

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). 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 Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

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) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director of McKesson Corporation (healthcare service). 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 (70)

 

Year of Election or Appointment: 2005

Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation, and as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (2004-2009).

Annual Report

Trustees and Officers - continued

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 (51)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (53)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Derek L. Young (45)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as Chief Investment Officers of the Global Asset Allocation Group (2009-present). Previously, Mr. Young served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

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 (42)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. 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.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (40)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey 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.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Kenneth B. Robins (40)

 

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 and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Gary W. Ryan (51)

 

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).

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

12/07/09

12/04/09

$0.229

$0.075

Global Balanced Fund designates 37% of each 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

12/08/08

$0.356

$0.0122

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 15, 2009. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

4,660,446,788.00

93.389

Withheld

329,898,915.93

6.611

TOTAL

4,990,345,703.93

100.000

Albert R. Gamper, Jr.

Affirmative

4,697,750,297.49

94.137

Withheld

292,595,406.44

5.863

TOTAL

4,990,345,703.93

100.000

Abigail P. Johnson

Affirmative

4,656,658,858.01

93.313

Withheld

333,686,845.92

6.687

TOTAL

4,990,345,703.93

100.000

Arthur E. Johnson

Affirmative

4,686,159,283.49

93.905

Withheld

304,186,420.44

6.095

TOTAL

4,990,345,703.93

100.000

Michael E. Kenneally

Affirmative

4,709,830,377.70

94.379

Withheld

280,515,326.23

5.621

TOTAL

4,990,345,703.93

100.000

James H. Keyes

Affirmative

4,703,388,873.28

94.250

Withheld

286,956,830.65

5.750

TOTAL

4,990,345,703.93

100.000

Marie L. Knowles

Affirmative

4,693,994,899.89

94.062

Withheld

296,350,804.04

5.938

TOTAL

4,990,345,703.93

100.000

Kenneth L. Wolfe

Affirmative

4,685,695,252.60

93.895

Withheld

304,650,451.33

6.105

TOTAL

4,990,345,703.93

100.000

A Denotes trust-wide proposal and voting results.

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 throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee 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.

On May 21, 2009, the Board voted to continue the fund's Advisory Contracts for four months, through September 30, 2009, in connection with the reorganization of the Board's new meeting schedule. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be renewed, without modification, through September 30, 2009, with the understanding that the Board would consider their renewal in September 2009.

At its September 2009 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

Annual Report

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

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. In response to the recent financial crisis, Fidelity took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board specifically noted Fidelity's response to the 2008 credit market crisis. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

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

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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

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, as well as the fund's relative investment performance measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the fund's cumulative total returns, 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 fund did not offer Advisor classes as of December 31, 2008.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund. 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


fid5904

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the second quartile for all the periods shown. The Board also stated that the investment performance of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's performance during 2009.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." 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 37% means that 63% 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


fid5906

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and equal to the median of its ASPG for 2008.

Annual Report

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

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

The Board noted that the fund's total expenses ranked above its competitive median for 2008. The Board also noted 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.

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

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

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

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

PricewaterhouseCoopers LLP (PwC), independent registered 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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.

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

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability, and the extent to which current market conditions have affected retention and recruitment; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (viii) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Annual Report

Managing Your Investments

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

By Phone

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

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

Press

fid5908For mutual fund and brokerage trading.

fid5910For quotes.*

fid5912For account balances and holdings.

fid5914To review orders and mutual
fund activity.

fid5916To change your PIN.

fid5918fid5920To speak to a Fidelity representative.

By PC

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

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

To Write Fidelity

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

(letter_graphic)
Making Changes
To Your Account

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

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

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)
For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Company
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®) fid5922 1-800-544-5555

fid5922 Automated line for quickest service 

GBL-UANN-1209
1.848649.102

fid5925

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Global Balanced

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

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

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

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/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.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

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

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

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

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

Sincerely,
/s/Abigail P. Johnson

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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. Returns reflect the conversion of Class B to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2009

Past 1
year

Past 5
years

Past 10
years

Class A (incl. sales charge) A

12.79%

5.49%

4.72%

Class T (incl. sales charge) B

15.31%

5.95%

4.95%

Class B (incl. contingent deferred sales charge) C

14.00%

6.31%

5.28%

Class C (incl. contingent deferred sales charge) D

18.06%

6.63%

5.28%

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 Global Balanced, 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 Global Balanced, 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 Global Balanced, 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 10 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 Global Balanced, 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 10 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, 1999, 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.


fid5940

Annual Report

Management's Discussion of Fund Performance

Market Recap: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63%. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan lagged other markets with its 14% return, while another big index component, the U.K., gained 23%. In the fixed-income sector, the Citigroup® World Government Bond Index rose 16.26%.

Comments from Ruben Calderon and Geoff Stein, who joined Calderon as Lead Co-Manager of Fidelity Advisor Global Balanced Fund on June 1, 2009: For the year, the fund's Class A, Class T, Class B and Class C shares gained 19.67%, 19.49%, 19.00% and 19.06%, respectively (excluding sales charges), outpacing the 18.46% return for the Fidelity Global Balanced Composite Index. We maintained a modest underweighting in equities, a slight overweighting in investment-grade bonds and an out-of-index stake in cash/cash equivalents. Although we added to our position in equities and pared back our stake in bonds in the latter half of the period, our overall defensive stance - especially during the first half - considerably boosted our relative performance. While security selection within the underlying equity subportfolios detracted from the fund's relative return, very strong results from our investment-grade bond holdings and favorable asset allocation in some of our equity sleeves more than made up for those negatives. Excellent security selection in the second half of the period - including out-of-index exposure to strong-performing corporate bonds - helped fuel the developed-country debt sleeve. Within equities, absolute returns for each sleeve were decidedly positive, led by the Asia Ex-Japan subportfolio and an out-of-index allocation to Fidelity Emerging Markets Equity Central Fund, which we initiated and increased during the period. On a relative basis, while the Canadian, Japanese and U.S. equity "subs" trailed their respective benchmarks, the remaining subportfolios performed either roughly in line with or slightly below their respective indexes.

Comments from Ruben Calderon and Geoff Stein, who joined Calderon as Lead Co-Manager of Fidelity Advisor Global Balanced Fund on June 1, 2009: The fund's Institutional Class shares gained 19.98% for the year, outpacing the 18.46% return for the Fidelity Global Balanced Composite Index. We maintained a modest underweighting in equities, a slight overweighting in investment-grade bonds and an out-of-index stake in cash/cash equivalents. Although we added to our position in equities and pared back our stake in bonds in the latter half of the period, our overall defensive stance - especially during the first half - considerably boosted our relative performance. While security selection within the underlying equity subportfolios detracted from the fund's relative return, very strong results from our investment-grade bond holdings and favorable asset allocation in some of our equity sleeves more than made up for those negatives. Excellent security selection in the second half of the period - including out-of-index exposure to strong-performing corporate bonds - helped fuel the developed-country debt sleeve. Within equities, absolute returns for each sleeve were decidedly positive, led by the Asia Ex-Japan subportfolio and an out-of-index allocation to Fidelity Emerging Markets Equity Central Fund, which we initiated and increased during the period. On a relative basis, while the Canadian, Japanese and U.S. equity "subs" trailed their respective benchmarks, the remaining subportfolios performed either roughly in line with or slightly below their respective indexes.

Annual Report

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, 2009 to October 31, 2009).

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, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,208.50

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,207.40

$ 9.57

HypotheticalA

 

$ 1,000.00

$ 1,016.53

$ 8.74

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,203.20

$ 12.49

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,203.80

$ 12.39

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Global Balanced

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,209.60

$ 6.74

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

Institutional Class

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,210.90

$ 6.13

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

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 184/365 (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, 2009

fid5860

United States of America 33.9%

 

fid5862

Japan 17.0%

 

fid5864

United Kingdom 8.9%

 

fid5866

Germany 5.9%

 

fid5868

Australia 4.3%

 

fid5870

France 4.2%

 

fid5872

Canada 3.5%

 

fid5874

Netherlands 2.5%

 

fid5876

Switzerland 1.9%

 

fid5878

Other 17.9%

 

fid5952

As of April 30, 2009

fid5882

United States of America 37.5%

 

fid5884

Japan 19.5%

 

fid5886

United Kingdom 6.9%

 

fid5888

France 6.7%

 

fid5890

Germany 5.8%

 

fid5892

Canada 3.1%

 

fid5894

Australia 2.6%

 

fid5896

Switzerland 2.0%

 

fid5898

Netherlands 1.7%

 

fid5900

Other 14.2%

 

fid5964

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

60.7

53.9

Bonds

34.0

41.9

Convertible Securities

0.3

0.8

Other Investments

0.3

0.1

Short-Term Investments and Net Other Assets

4.7

3.3

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Union Pacific Corp. (United States of America)

1.2

1.1

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

1.1

1.2

Apple, Inc. (United States of America)

1.0

0.9

Occidental Petroleum Corp. (United States of America)

1.0

0.0

JPMorgan Chase & Co. (United States of America)

0.9

1.1

 

5.2

Top Five Bond Issuers as of October 31, 2009

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Japan Government

7.9

11.6

German Federal Republic

3.7

3.6

Greek Government

1.4

1.5

U.S. Treasury Obligations

1.1

4.8

BA Covered Bond Issuer

0.6

0.6

 

14.7

Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.7

17.9

Information Technology

9.2

10.0

Consumer Discretionary

7.9

7.3

Industrials

7.7

5.8

Energy

7.3

5.9

Materials

6.3

6.0

Health Care

4.9

4.5

Consumer Staples

4.4

4.6

Telecommunication Services

2.9

3.7

Utilities

1.1

1.8

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, 2009

Showing Percentage of Net Assets

Common Stocks - 56.7%

Shares

Value

Australia - 3.3%

AMP Ltd.

216,522

$ 1,140,498

ASX Ltd.

8,790

264,901

BHP Billiton Ltd.

58,234

1,909,250

Billabong International Ltd.

24,022

222,194

BlueScope Steel Ltd.

86,112

228,135

Coca-Cola Amatil Ltd.

42,569

404,583

Commonwealth Bank of Australia

33,415

1,543,646

Computershare Ltd.

97,925

950,385

Harvey Norman Holdings Ltd.

231,283

819,101

Macquarie Group Ltd.

19,331

846,336

National Australia Bank Ltd.

52,799

1,394,576

Newcrest Mining Ltd.

26,110

750,276

Paladin Energy Ltd. (a)

61,304

221,718

QBE Insurance Group Ltd.

48,410

974,597

Rio Tinto Ltd.

8,061

446,680

Wesfarmers Ltd.

33,590

837,904

Woolworths Ltd.

30,117

770,617

WorleyParsons Ltd.

19,427

448,044

TOTAL AUSTRALIA

14,173,441

Bailiwick of Jersey - 0.2%

Experian PLC

61,400

563,508

Shire PLC

9,557

169,078

TOTAL BAILIWICK OF JERSEY

732,586

Belgium - 0.5%

Anheuser-Busch InBev SA NV

18,846

887,589

Anheuser-Busch InBev SA NV (strip VVPR) (a)

9,280

68

Fortis (a)

85,300

370,545

Gimv NV

1,900

107,336

Umicore SA

23,794

726,542

TOTAL BELGIUM

2,092,080

Bermuda - 0.3%

Marvell Technology Group Ltd. (a)

18,000

246,960

Seadrill Ltd. (a)

16,800

350,899

Signet Jewelers Ltd. (United Kingdom)

20,000

507,316

Xyratex Ltd. (a)

13,000

135,850

TOTAL BERMUDA

1,241,025

Brazil - 0.2%

Banco Santander (Brasil) SA ADR (a)

26,400

313,104

Common Stocks - continued

Shares

Value

Brazil - continued

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

4,600

$ 184,552

sponsored ADR

8,000

369,760

TOTAL BRAZIL

867,416

Canada - 2.7%

Agnico-Eagle Mines Ltd. (Canada)

1,500

79,789

Agrium, Inc.

1,500

69,733

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

8,400

147,311

ARC Energy Trust unit

1,000

18,017

Astral Media, Inc. Class A (non-vtg.)

2,000

59,177

Bank of Montreal

3,300

152,559

Bank of Nova Scotia

6,500

271,621

Barrick Gold Corp.

7,900

284,235

BCE, Inc.

9,300

222,355

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

27,200

110,272

Brookfield Asset Management, Inc. Class A

6,000

126,555

Brookfield Properties Corp.

2,200

22,856

Cameco Corp.

3,000

83,557

Canadian National Railway Co.

5,600

270,471

Canadian Natural Resources Ltd.

6,600

427,993

Canadian Oil Sands Trust

3,500

94,316

Canadian Pacific Railway Ltd.

2,200

95,286

Canadian Tire Ltd. Class A (non-vtg.)

1,100

55,556

Canadian Utilities Ltd. Class A (non-vtg.)

1,500

53,373

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

15,400

188,011

CI Financial Corp.

1,500

26,444

Compton Petroleum Corp. (a)

49,500

50,284

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

400

6,572

Crescent Point Energy Corp.

3,300

112,148

Eldorado Gold Corp. (a)

3,800

42,322

Emera, Inc.

2,300

46,792

Enbridge, Inc.

4,000

155,479

EnCana Corp.

6,700

371,243

Fairborne Energy Trust (a)

13,300

54,657

Fairfax Financial Holdings Ltd. (sub. vtg.)

200

71,491

Finning International, Inc.

1,600

23,582

First Quantum Minerals Ltd.

1,200

82,028

George Weston Ltd.

700

35,658

Gildan Activewear, Inc. (a)

3,800

66,886

Goldcorp, Inc.

10,000

367,364

HudBay Minerals, Inc. (a)

2,800

36,227

Common Stocks - continued

Shares

Value

Canada - continued

Husky Energy, Inc.

3,000

$ 78,958

IAMGOLD Corp.

3,500

46,382

IESI-BFC Ltd.

3,800

48,779

IGM Financial, Inc.

2,300

81,881

Imperial Oil Ltd.

3,400

127,792

Inmet Mining Corp.

900

47,658

Intact Financial Corp.

1,100

33,421

Iteration Energy Ltd. (a)

51,500

54,218

Keyera Facilities Income Fund

12,400

227,193

Kinross Gold Corp.

8,400

155,922

Magna International, Inc. Class A (sub. vtg.)

300

11,833

Manulife Financial Corp.

11,000

206,215

Methanex Corp.

2,200

37,911

National Bank of Canada

3,200

166,642

Nexen, Inc.

3,900

83,845

Niko Resources Ltd.

1,700

137,526

Open Text Corp. (a)

4,200

156,698

Osisko Mining Corp. (a)

6,000

40,449

PetroBakken Energy Ltd. Class A

13,017

375,297

Petrobank Energy & Resources Ltd. (a)

6,800

297,282

Potash Corp. of Saskatchewan, Inc.

2,800

260,930

Power Corp. of Canada (sub. vtg.)

4,700

110,680

Power Financial Corp.

1,500

37,720

Progress Energy Resources Corp.

3,800

48,568

Reitmans (Canada) Ltd. Class A (non-vtg.)

6,400

96,575

Research In Motion Ltd. (a)

2,500

146,825

RioCan (REIT)

4,100

69,441

Ritchie Brothers Auctioneers, Inc.

1,900

41,648

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

3,600

105,555

RONA, Inc. (a)

2,200

30,089

Royal Bank of Canada

17,900

905,869

Shaw Communications, Inc. Class B

3,900

69,331

Shoppers Drug Mart Corp.

1,300

51,611

Silver Wheaton Corp. (a)

3,700

46,470

SNC-Lavalin Group, Inc.

1,400

56,564

Sun Life Financial, Inc.

5,500

152,020

Suncor Energy, Inc.

16,072

533,136

SXC Health Solutions Corp. (a)

1,800

82,599

Talisman Energy, Inc.

13,200

225,028

Teck Resources Ltd. Class B (sub. vtg.) (a)

9,900

287,167

TELUS Corp.

1,300

40,806

Thomson Reuters Corp.

4,700

149,397

Common Stocks - continued

Shares

Value

Canada - continued

Tim Hortons, Inc.

4,500

$ 128,115

Toronto-Dominion Bank

11,100

632,265

TransCanada Corp.

6,300

192,924

Yamana Gold, Inc.

6,000

63,610

TOTAL CANADA

11,363,065

Cayman Islands - 0.0%

Wynn Macau Ltd.

9,200

11,539

Chile - 0.0%

Embotelladora Andina SA sponsored ADR

5,000

91,250

China - 0.9%

Baidu.com, Inc. sponsored ADR (a)

4,600

1,738,432

BYD Co. Ltd. (H Shares) (a)

51,000

466,932

Tencent Holdings Ltd.

87,700

1,527,123

TOTAL CHINA

3,732,487

Denmark - 0.3%

Carlsberg AS Series B

4,500

317,628

Danske Bank AS (a)

8,869

205,601

Novo Nordisk AS Series B

13,029

811,447

TOTAL DENMARK

1,334,676

Finland - 0.1%

Metso Corp.

13,900

389,659

Nokian Tyres PLC

9,768

208,999

TOTAL FINLAND

598,658

France - 2.9%

Accor SA

4,463

214,594

Air France KLM (Reg.) (a)

5,300

81,580

Atos Origin SA (a)

4,585

215,501

AXA SA

28,274

703,132

Bouygues SA

10,695

505,984

Cap Gemini SA

5,300

246,533

Danone

14,925

899,490

Electricite de France

7,100

397,024

Essilor International SA

7,757

435,475

Groupe Eurotunnel SA

11,600

114,966

Iliad Group SA

3,741

405,724

L'Oreal SA

6,900

707,408

Michelin CGDE Series B

3,483

259,089

PPR SA

4,700

514,295

Common Stocks - continued

Shares

Value

France - continued

Remy Cointreau SA

8,500

$ 411,769

Sanofi-Aventis

23,873

1,749,824

Schneider Electric SA

8,521

890,400

Societe Generale Series A

11,309

755,203

Television Francaise 1 SA

11,200

176,433

Total SA sponsored ADR

30,500

1,832,135

Unibail-Rodamco

2,276

505,569

Vallourec SA

1,180

187,013

TOTAL FRANCE

12,209,141

Germany - 1.4%

Aixtron AG

6,300

188,845

BASF AG

12,942

695,135

Bayerische Motoren Werke AG (BMW)

13,688

670,647

Daimler AG (Reg.)

5,085

245,250

Deutsche Boerse AG

7,798

632,510

Deutsche Post AG

27,660

467,882

Deutsche Postbank AG (a)

7,000

217,245

E.ON AG

13,039

500,603

HeidelbergCement AG

3,830

229,556

Linde AG

3,763

395,318

MAN SE

2,500

205,943

Metro AG

2,500

138,914

SAP AG

14,808

670,358

Siemens AG (Reg.)

8,719

784,884

TOTAL GERMANY

6,043,090

Greece - 0.3%

Alpha Bank AE (a)

20,400

398,961

Hellenic Telecommunications Organization SA

10,769

182,242

National Bank of Greece SA (a)

12,800

476,358

TOTAL GREECE

1,057,561

Hong Kong - 1.0%

BOC Hong Kong Holdings Ltd.

180,500

415,501

China Unicom (Hong Kong) Ltd. sponsored ADR

9,700

122,705

Esprit Holdings Ltd.

140,800

937,322

Hong Kong Exchange & Clearing Ltd.

26,800

471,762

Li & Fung Ltd.

164,000

682,087

Sun Hung Kai Properties Ltd.

40,000

606,036

Common Stocks - continued

Shares

Value

Hong Kong - continued

Swire Pacific Ltd. (A Shares)

68,000

$ 828,702

Techtronic Industries Co. Ltd.

258,000

207,256

TOTAL HONG KONG

4,271,371

India - 0.0%

Tata Steel Ltd.

11,540

114,152

Ireland - 0.8%

Covidien PLC

12,000

505,440

CRH PLC

19,452

475,454

Ingersoll-Rand Co. Ltd.

68,600

2,167,074

Ryanair Holdings PLC sponsored ADR (a)

3,900

106,353

TOTAL IRELAND

3,254,321

Israel - 0.2%

Teva Pharmaceutical Industries Ltd. sponsored ADR

17,000

858,160

Italy - 0.4%

ENI SpA sponsored ADR

7,300

361,934

Fiat SpA (a)

44,100

659,337

Intesa Sanpaolo SpA

133,383

564,304

UniCredit SpA

72,566

244,537

TOTAL ITALY

1,830,112

Japan - 6.5%

Aisin Seiki Co. Ltd.

16,700

424,631

Ajinomoto Co., Inc.

47,000

441,149

Alps Electric Co. Ltd.

45,400

283,386

Aoyama Trading Co. Ltd.

11,900

190,713

Bridgestone Corp.

25,300

417,238

Canon, Inc.

23,100

870,984

Chuo Mitsui Trust Holdings, Inc.

81,000

299,747

Citizen Holdings Co. Ltd.

29,300

164,875

CyberAgent, Inc.

155

201,612

Daicel Chemical Industries Ltd.

91,000

549,554

Dainippon Screen Manufacturing Co. Ltd. (a)(d)

90,000

382,548

Daiwa House Industry Co. Ltd.

85,000

908,153

Denso Corp.

7,500

204,936

eAccess Ltd.

46

32,265

East Japan Railway Co.

8,000

512,339

Fuji Machine Manufacturing Co. Ltd.

6,500

85,782

Fujitsu Ltd.

21,000

123,672

Hitachi Transport System Ltd.

9,000

118,058

Honda Motor Co. Ltd.

13,300

410,816

Common Stocks - continued

Shares

Value

Japan - continued

Inpex Corp.

11

$ 89,834

JSR Corp.

30,000

585,134

JTEKT Corp.

38,000

401,449

Kansai Paint Co. Ltd.

10,000

84,622

Kanto Denka Kogyo Co. Ltd.

31,000

252,486

Kappa Create Co. Ltd.

8,000

180,695

Kobayashi Pharmaceutical Co. Ltd.

7,500

322,804

Kuraray Co. Ltd.

70,000

722,678

Matsumotokiyoshi Holdings Co. Ltd.

6,000

137,746

Mitsubishi Corp.

11,300

239,577

Mitsubishi Tanabe Pharma Corp.

36,000

459,629

Mitsubishi UFJ Financial Group, Inc.

153,400

817,116

Mitsubishi UFJ Lease & Finance Co. Ltd.

5,150

153,405

Mitsui & Co. Ltd.

32,700

429,471

Mitsui O.S.K. Lines Ltd.

45,000

261,307

Mitsui Sumitomo Insurance Group Holdings, Inc.

30,200

703,036

NHK Spring Co. Ltd.

14,000

109,318

Nichicon Corp.

4,500

44,987

Nippon Building Fund, Inc.

41

336,096

Nippon Electric Glass Co. Ltd.

73,000

786,097

Nippon Sheet Glass Co. Ltd.

124,000

365,402

Nippon Steel Corp.

77,000

293,773

Nippon Telegraph & Telephone Corp.

600

24,759

Nippon Television Network Corp.

5,050

658,185

Nissan Motor Co. Ltd.

95,300

689,643

Nitori Co. Ltd.

2,900

235,857

Nomura Holdings, Inc.

46,500

327,761

Nomura Real Estate Office Fund, Inc.

26

160,656

NPC, Inc.

2,600

66,439

NSK Ltd.

63,000

366,035

NTT DoCoMo, Inc.

740

1,073,255

Okinawa Cellular Telephone Co.

56

103,726

ORIX Corp.

5,620

363,043

Osaka Securities Exchange Co. Ltd.

52

249,554

Park24 Co. Ltd.

21,600

240,945

Rakuten, Inc.

417

285,599

Ricoh Co. Ltd.

5,000

67,955

ROHM Co. Ltd.

3,800

252,018

Sankyo Co. Ltd. (Gunma)

5,800

331,314

Sega Sammy Holdings, Inc.

17,900

254,166

Shin-Etsu Chemical Co., Ltd.

9,900

525,039

Shinko Electric Industries Co.Ltd.

13,300

198,099

Common Stocks - continued

Shares

Value

Japan - continued

Shionogi & Co. Ltd.

9,200

$ 198,469

SKY Perfect JSAT Holdings, Inc.

697

318,727

SMC Corp.

3,600

411,159

Softbank Corp.

12,000

282,782

Sony Corp.

11,600

342,553

Stanley Electric Co. Ltd.

25,400

497,373

Sumco Corp.

5,100

97,331

Sumitomo Corp.

41,700

404,834

Sumitomo Electric Industries Ltd.

49,200

597,064

Sumitomo Mitsui Financial Group, Inc.

21,200

720,631

Taiyo Yuden Co. Ltd.

11,000

123,771

TDK Corp.

8,500

488,742

THK Co. Ltd.

16,100

278,220

Toda Corp.

41,000

136,682

Tokai Carbon Co. Ltd.

26,000

125,504

Tokuyama Corp.

24,000

150,815

Tokyo Ohka Kogyo Co. Ltd.

3,800

73,217

Toshiba Corp.

116,000

663,017

Toyota Motor Corp.

17,400

686,937

West Japan Railway Co.

73

258,709

TOTAL JAPAN

27,729,705

Luxembourg - 0.0%

ArcelorMittal SA (Netherlands)

4,520

152,849

Netherlands - 1.1%

Akzo Nobel NV

8,587

508,986

ASML Holding NV:

(Netherlands)

15,000

404,484

(NY Shares)

12,000

323,280

Heineken NV (Bearer)

9,700

429,863

James Hardie Industries NV unit (a)

83,740

530,563

Koninklijke KPN NV

39,108

710,735

Koninklijke Philips Electronics NV

20,900

524,990

QIAGEN NV (a)

28,000

583,240

TNT NV

2,000

53,211

Unilever NV (Certificaten Van Aandelen) unit

24,200

748,020

TOTAL NETHERLANDS

4,817,372

Netherlands Antilles - 0.2%

Schlumberger Ltd.

13,000

808,600

Norway - 0.2%

DnB NOR ASA (a)

39,000

449,180

Common Stocks - continued

Shares

Value

Norway - continued

Pronova BioPharma ASA (a)

16,900

$ 52,535

Telenor ASA (a)

32,400

419,563

TOTAL NORWAY

921,278

Papua New Guinea - 0.2%

Lihir Gold Ltd.

72,428

198,037

Oil Search Ltd.

100,938

523,327

TOTAL PAPUA NEW GUINEA

721,364

Singapore - 0.6%

Avago Technologies Ltd.

4,000

60,000

CapitaLand Ltd.

224,500

650,862

Keppel Corp. Ltd.

46,000

264,300

Olam International Ltd.

182,000

349,279

Raffles Education Corp. Ltd.

530,629

186,252

Singapore Exchange Ltd.

38,000

215,285

United Overseas Bank Ltd.

73,000

874,822

TOTAL SINGAPORE

2,600,800

South Africa - 0.1%

Impala Platinum Holdings Ltd.

11,000

245,414

Spain - 1.0%

Banco Bilbao Vizcaya Argentaria SA

22,875

408,863

Banco Santander SA

66,641

1,072,332

Grupo Ferrovial SA

4,100

170,503

Inditex SA

9,813

577,613

Telefonica SA sponsored ADR

22,200

1,863,246

TOTAL SPAIN

4,092,557

Sweden - 0.5%

H&M Hennes & Mauritz AB (B Shares)

11,013

625,517

Modern Times Group MTG AB (B Shares)

8,200

355,598

Sandvik AB

28,200

311,487

Skandinaviska Enskilda Banken AB (A Shares) (a)

49,700

301,025

Swedbank AB (A Shares)

28,946

249,341

Telefonaktiebolaget LM Ericsson (B Shares)

14,000

146,260

TOTAL SWEDEN

1,989,228

Switzerland - 1.8%

Actelion Ltd. (Reg.) (a)

6,821

376,581

Credit Suisse Group (Reg.)

17,847

953,864

Nestle SA (Reg.)

41,255

1,922,633

Nobel Biocare Holding AG (Switzerland)

8,965

255,119

Common Stocks - continued

Shares

Value

Switzerland - continued

Noble Corp.

8,000

$ 325,920

Roche Holding AG (participation certificate)

9,735

1,562,571

Schindler Holding AG (participation certificate)

3,753

257,125

Sonova Holding AG

3,680

379,441

Swiss Reinsurance Co. (Reg.)

9,421

385,801

Transocean Ltd. (a)

1,800

151,038

UBS AG:

(For. Reg.) (a)

51,275

854,831

(NY Shares) (a)

2,545

42,222

TOTAL SWITZERLAND

7,467,146

Turkey - 0.0%

Turkiye Is Bankasi AS Series C

47,000

179,747

United Kingdom - 5.6%

Anglo American PLC (United Kingdom) (a)

26,955

980,242

Barclays PLC

174,864

916,781

Barclays PLC Sponsored ADR

40,000

836,000

Barratt Developments PLC (a)

40,100

88,945

Bellway PLC

13,700

164,421

BG Group PLC

52,013

900,917

Bovis Homes Group PLC

18,600

125,784

BP PLC

90,400

847,354

BP PLC sponsored ADR

15,500

877,610

British Airways PLC (a)

16,500

49,249

British American Tobacco PLC sponsored ADR

3,000

192,690

British Land Co. PLC

31,392

243,369

British Sky Broadcasting Group PLC

26,100

228,396

BT Group PLC

215,600

462,175

Burberry Group PLC

23,400

207,074

Cairn Energy PLC (a)

7,440

322,720

Carphone Warehouse Group PLC

73,500

222,158

Centrica PLC

154,828

631,170

Debenhams PLC

90,715

116,021

easyJet PLC (a)

17,500

103,462

HSBC Holdings PLC sponsored ADR

67,522

3,740,044

InterContinental Hotel Group PLC

22,229

286,490

ITV PLC

589,900

414,033

Kesa Electricals PLC

140,200

305,910

Man Group PLC

70,529

358,963

Misys PLC

82,800

281,534

Mothercare PLC

24,700

233,582

Reckitt Benckiser Group PLC

15,624

778,523

Common Stocks - continued

Shares

Value

United Kingdom - continued

Redrow PLC (a)

55,800

$ 129,174

Rio Tinto PLC (Reg.)

20,898

924,206

Royal Dutch Shell PLC Class A (United Kingdom)

74,637

2,214,280

Segro PLC

65,990

382,449

Serco Group PLC

33,846

280,898

Standard Chartered PLC (United Kingdom)

46,734

1,151,302

Taylor Wimpey PLC (a)

337,373

205,053

Tesco PLC

129,455

865,779

The Game Group PLC

51,100

124,334

Tomkins PLC

87,200

240,660

Vodafone Group PLC

302,821

667,589

Vodafone Group PLC sponsored ADR

30,300

672,357

Wm Morrison Supermarkets PLC

74,915

344,387

Wolseley PLC (a)

21,068

428,217

Xstrata PLC

21,988

318,582

TOTAL UNITED KINGDOM

23,864,884

United States of America - 23.4%

3M Co.

6,500

478,205

Agilent Technologies, Inc.

25,600

633,344

Albemarle Corp.

6,000

189,480

Allergan, Inc.

1,900

106,875

Allscripts-Misys Healthcare Solutions, Inc.

3,000

58,500

Amazon.com, Inc. (a)

11,100

1,318,791

American Express Co.

98,000

3,414,320

Anadarko Petroleum Corp.

43,500

2,650,455

Apple, Inc. (a)

22,500

4,241,250

Applied Micro Circuits Corp. (a)

12,000

93,840

Ardea Biosciences, Inc. (a)

5,800

78,300

Arena Resources, Inc. (a)

6,200

231,012

Armstrong World Industries, Inc. (a)

21,000

782,250

Autoliv, Inc.

3,100

104,098

Avon Products, Inc.

6,000

192,300

Ball Corp.

7,000

345,310

BioCryst Pharmaceuticals, Inc. (a)

8,000

71,440

Blue Coat Systems, Inc. (a)

8,000

178,240

BMC Software, Inc. (a)

12,044

447,555

Bruker BioSciences Corp. (a)

38,000

411,920

C.H. Robinson Worldwide, Inc.

9,000

495,990

Cameron International Corp. (a)

3,000

110,910

CareFusion Corp. (a)

22,000

492,140

Caterpillar, Inc.

8,000

440,480

Common Stocks - continued

Shares

Value

United States of America - continued

Celanese Corp. Class A

102,000

$ 2,799,900

Cerner Corp. (a)

7,000

532,280

Cisco Systems, Inc. (a)

129,200

2,952,220

Citrix Systems, Inc. (a)

56,000

2,058,560

CME Group, Inc.

4,100

1,240,701

Coach, Inc.

4,000

131,880

Comerica, Inc.

52,000

1,443,000

CONSOL Energy, Inc.

1,000

42,810

CSX Corp.

83,000

3,500,940

Cummins, Inc.

24,000

1,033,440

Dendreon Corp. (a)

17,000

429,590

Dow Chemical Co.

22,000

516,560

DSW, Inc. Class A (a)

36,000

691,200

eBay, Inc. (a)

43,000

957,610

ebix.com, Inc. (a)

2,000

123,200

ENSCO International, Inc.

3,000

137,370

Express Scripts, Inc. (a)

41,500

3,316,680

FedEx Corp.

5,000

363,450

Franklin Resources, Inc.

1,700

177,871

Freeport-McMoRan Copper & Gold, Inc.

5,900

432,824

G-III Apparel Group Ltd. (a)

17,000

272,170

Genworth Financial, Inc. Class A

12,000

127,440

Goldman Sachs Group, Inc.

10,000

1,701,700

Google, Inc. Class A (a)

8,300

4,449,796

Harley-Davidson, Inc.

25,000

623,000

Henry Schein, Inc. (a)

1,000

52,830

Hewlett-Packard Co.

51,000

2,420,460

ImmunoGen, Inc. (a)

19,000

127,110

Informatica Corp. (a)

15,000

318,450

Intel Corp.

10,000

191,100

iRobot Corp. (a)

18,000

240,660

J. Crew Group, Inc. (a)

7,000

285,460

Johnson Controls, Inc.

12,027

287,686

JPMorgan Chase & Co.

94,300

3,938,911

Kennametal, Inc.

7,000

164,920

King Pharmaceuticals, Inc. (a)

7,000

70,910

Lam Research Corp. (a)

24,000

809,280

Life Technologies Corp. (a)

47,000

2,216,990

Lubrizol Corp.

17,500

1,164,800

M&T Bank Corp. (d)

5,500

345,675

Mako Surgical Corp. (a)

22,000

199,100

Massey Energy Co.

2,000

58,180

Common Stocks - continued

Shares

Value

United States of America - continued

McKesson Corp.

14,000

$ 822,220

Medco Health Solutions, Inc. (a)

12,000

673,440

Micromet, Inc. (a)

25,000

127,750

Morgan Stanley

89,300

2,868,316

National Oilwell Varco, Inc. (a)

20,000

819,800

NetApp, Inc. (a)

7,000

189,350

Norfolk Southern Corp.

17,000

792,540

NVIDIA Corp. (a)

4,000

47,840

Occidental Petroleum Corp.

54,000

4,097,520

Oil States International, Inc. (a)

11,000

378,840

Oshkosh Co.

4,100

128,166

Owens-Illinois, Inc. (a)

7,000

223,160

Peabody Energy Corp.

6,000

237,540

Pfizer, Inc.

28,700

488,761

Philip Morris International, Inc.

24,000

1,136,640

PMC-Sierra, Inc. (a)

14,000

119,280

Polaris Industries, Inc.

12,000

504,840

Polo Ralph Lauren Corp. Class A

2,000

148,840

Precision Castparts Corp.

15,000

1,432,950

Pride International, Inc. (a)

26,100

771,516

Range Resources Corp.

6,000

300,300

Raytheon Co. warrants 6/16/11 (a)

112

1,056

Red Hat, Inc. (a)

9,000

232,290

Republic Services, Inc.

2,000

51,820

Rockwell Automation, Inc.

1,000

40,950

Ross Stores, Inc.

27,000

1,188,270

Schweitzer-Mauduit International, Inc.

5,000

258,250

Smith International, Inc.

32,000

887,360

Solera Holdings, Inc.

15,000

483,300

Southwestern Energy Co. (a)

9,000

392,220

Starbucks Corp. (a)

11,000

208,780

Starwood Hotels & Resorts Worldwide, Inc.

12,000

348,720

SVB Financial Group (a)

2,000

82,500

Taleo Corp. Class A (a)

3,000

65,220

Targacept, Inc. (a)

3,000

56,250

Teradyne, Inc. (a)

119,000

996,030

TETRA Technologies, Inc. (a)

17,000

160,820

The Coca-Cola Co.

15,700

836,967

The Walt Disney Co.

37,000

1,012,690

TIBCO Software, Inc. (a)

1,000

8,750

TJX Companies, Inc.

47,000

1,755,450

U.S. Bancorp, Delaware

9,400

218,268

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

91,100

$ 5,023,254

United Therapeutics Corp. (a)

5,600

238,224

Unum Group

2,000

39,900

Verisk Analytics, Inc.

2,700

74,061

VF Corp.

3,000

213,120

Viacom, Inc. Class B (non-vtg.) (a)

51,900

1,431,921

Virgin Media, Inc.

19,900

278,003

Visa, Inc. Class A

9,500

719,720

Walgreen Co.

57,000

2,156,310

WD-40 Co.

2,000

62,980

WebMD Health Corp. Class A (a)

14,220

484,333

Wells Fargo & Co.

5,800

159,616

Wilmington Trust Corp., Delaware

44,000

530,200

WMS Industries, Inc. (a)

35,000

1,399,300

Wyndham Worldwide Corp.

30,953

527,749

TOTAL UNITED STATES OF AMERICA

99,449,980

TOTAL COMMON STOCKS

(Cost $221,961,829)

240,917,055

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

ProSiebenSat.1 Media AG

31,500

328,649

Italy - 0.1%

Fondiaria-Sai SpA (Risparmio Shares)

18,200

223,899

Telecom Italia SpA (Risparmio Shares)

168,100

185,649

TOTAL ITALY

409,548

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $734,857)

738,197

Corporate Bonds - 15.8%

 

Principal
Amount (i)

 

Convertible Bonds - 0.3%

Bermuda - 0.1%

Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12

$ 250,000

464,400

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Convertible Bonds - continued

United States of America - 0.2%

Hertz Global Holdings, Inc. 5.25% 6/1/14

$ 300,000

$ 409,871

Micron Technology, Inc. 4.25% 10/15/13

140,000

212,625

TOTAL UNITED STATES OF AMERICA

622,496

TOTAL CONVERTIBLE BONDS

1,086,896

Nonconvertible Bonds - 15.5%

Australia - 1.0%

Australia & New Zealand Banking Group Ltd. 0.4806% 4/28/15 (f)

200,000

194,060

Commonwealth Bank of Australia:

0.92% 3/17/15 (f)

EUR

100,000

142,996

5% 10/15/19 (Reg. S)

370,000

371,660

5.5% 8/6/19

EUR

400,000

609,946

Didon Tunisia Pty. Ltd. 3.7997% 3/13/12 (e)(f)

100,000

86,000

Fairfax Media Group Finance Pty Ltd. 6.25% 6/15/12

EUR

250,000

357,756

QBE Insurance Group Ltd. 6.125% 9/28/15

GBP

200,000

336,783

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

250,000

311,045

St. George Bank Ltd. 1.038% 3/11/15 (f)

EUR

350,000

490,887

Westpac Banking Corp.:

4.25% 9/22/16

EUR

250,000

369,988

5% 10/21/19

GBP

300,000

491,269

WT Finance (Aust) Pty Ltd./Westfield Europe Finance PLC/WEA Finance 3.625% 6/27/12

EUR

400,000

574,982

TOTAL AUSTRALIA

4,337,372

Belgium - 0.1%

Fortis Banque SA 4.625% (Reg. S) (f)

EUR

200,000

229,806

Bermuda - 0.0%

MPF Corp. (Norway) AS 8.275% 9/20/11 (c)(e)(f)

300,000

3,000

Northern Offshore Ltd. 4.7997% 6/14/10 (e)(f)

100,000

92,000

TOTAL BERMUDA

95,000

Canada - 0.5%

Nexen, Inc. 7.5% 7/30/39

300,000

331,312

NOVA Chemicals Corp. 8.625% 11/1/19 (e)

180,000

182,475

Ontario Province 4.2% 3/8/18

CAD

1,800,000

1,702,989

TOTAL CANADA

2,216,776

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Cayman Islands - 0.4%

Hutchison Whampoa International 09 Ltd. 7.625% 4/9/19 (Reg. S)

$ 400,000

$ 451,128

MUFG Capital Finance 5 Ltd. 6.299% (f)

GBP

300,000

403,041

SMFG Finance Ltd. 6.164% (Reg. S) (f)

GBP

300,000

386,964

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

EUR

150,000

238,126

TOTAL CAYMAN ISLANDS

1,479,259

Cyprus - 0.0%

Remedial Cyprus PCL 5.5331% 3/28/12 (e)(f)

100,000

49,000

France - 1.1%

BNP Paribas SA:

0.6069% 11/23/15 (f)

200,000

195,296

8.667% (f)

EUR

100,000

153,777

Caisse Nationale des Caisses d' Epargne et de Prevoyance 6.117% (f)

EUR

50,000

55,257

Compagnie de St. Gobain:

0.991% 4/11/12 (f)

EUR

175,000

248,490

6% 5/20/13

EUR

50,000

78,930

Credit Agricole SA 4.13% (f)

EUR

200,000

242,385

Credit Commercial de France 4.875% 1/15/14

EUR

250,000

391,237

Credit Logement SA:

1.373% (f)

EUR

150,000

156,720

4.604% (f)

EUR

250,000

310,251

EDF SA 6.95% 1/26/39 (e)

250,000

302,970

Electricite de France 6.125% 6/2/34

GBP

100,000

182,259

Lafarge SA 8.75% 5/30/17

GBP

250,000

471,002

Natixis SA 0.983% 1/26/17 (f)

EUR

100,000

127,823

Societe Generale 0.984% 6/7/17 (f)

EUR

100,000

139,385

Societe Generale SCF 4% 7/7/16

EUR

450,000

683,865

TPSA Eurofinance France SA 6% 5/22/14

EUR

100,000

159,747

Veolia Environnement 6.125% 10/29/37

GBP

200,000

347,448

Vivendi 5.75% 4/4/13 (Reg. S)

300,000

315,498

TOTAL FRANCE

4,562,340

Germany - 0.4%

Bayerische Landesbank Girozentrale 4.5% 2/7/19 (f)

EUR

250,000

307,591

Commerzbank AG:

4.125% 9/13/16 (f)

EUR

300,000

410,916

5.625% 11/29/17 (f)

EUR

100,000

142,982

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Germany - continued

Deutsche Boerse AG 7.5% 6/13/38 (f)

EUR

200,000

$ 296,968

Hella KGaA Hueck & Co. 7.25% 10/20/14

EUR

75,000

108,435

Volkswagen Leasing GmbH 4.875% 10/18/12

EUR

250,000

385,870

TOTAL GERMANY

1,652,762

India - 0.1%

Export-Import Bank of India 0.8813% 6/7/12 (f)

JPY

40,000,000

427,695

ICICI Bank Ltd. 0.8244% 1/12/10 (Reg. S) (f)

125,000

124,253

TOTAL INDIA

551,948

Ireland - 0.3%

Allied Irish Banks PLC 5.25% 3/10/25 (f)

GBP

160,000

179,445

Ardagh Glass Group PLC 10.75% 3/1/15 pay-in-kind

EUR

321,694

392,913

Iberdrola Finance Ireland Ltd.:

3.8% 9/11/14 (Reg. S)

200,000

201,804

5% 9/11/19 (Reg. S)

200,000

201,945

TransCapitalInvest Ltd. 5.67% 3/5/14 (Reg. S)

400,000

396,928

TOTAL IRELAND

1,373,035

Italy - 0.5%

Assicurazioni Generali SpA 5.125% 9/16/24

EUR

250,000

370,564

Banca Italease SpA 1.099% 2/2/10 (f)

EUR

400,000

585,815

Intesa Sanpaolo SpA:

5% 9/23/19

EUR

350,000

515,030

6.375% 11/12/17 (f)

GBP

150,000

255,160

Telecom Italia SpA:

6.75% 3/21/13

EUR

150,000

242,157

8.25% 3/21/16

EUR

200,000

356,415

TOTAL ITALY

2,325,141

Japan - 0.1%

Fukoku Mutual Life Insurance Co. 4.5% 9/28/25 (f)

EUR

250,000

246,520

Korea (South) - 0.4%

Export-Import Bank of Korea 5.875% 1/14/15

200,000

210,808

Kookmin Bank 5.875% 6/11/12

200,000

214,081

Korea Hydro & Nuclear Power Co. Ltd. 6.25% 6/17/14

300,000

321,156

National Agricultural Cooperative Federation 5% 9/30/14 (Reg. S)

200,000

203,566

Shinhan Bank:

5.663% 3/2/35 (f)

350,000

294,413

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Korea (South) - continued

Shinhan Bank: - continued

6% 6/29/12 (Reg. S)

$ 300,000

$ 313,327

Woori Bank 7.63% 4/14/15 (e)

250,000

265,057

TOTAL KOREA (SOUTH)

1,822,408

Luxembourg - 0.7%

ArcelorMittal SA 9% 2/15/15

250,000

288,618

Enel Finance International SA 6% 10/7/39 (Reg. S)

400,000

409,209

Evraz Group SA 8.25% 11/10/15 (Reg. S)

200,000

194,500

Gaz Capital SA (Luxembourg):

6.212% 11/22/16 (Reg. S)

250,000

244,033

6.58% 10/31/13

GBP

100,000

162,975

7.51% 7/31/13 (Reg S.)

200,000

213,598

Glencore Finance (Europe) SA:

6.5% 2/27/19

GBP

200,000

312,349

7.125% 4/23/15

EUR

150,000

233,383

OAO Industry & Construction Bank 6.2% 9/29/15 (Issued by Or-ICB SA for OAO Industry & Construction Bank) (f)

800,000

768,000

Russian Standard Finance SA 7.5% 10/7/10 (Reg. S)

100,000

95,625

TOTAL LUXEMBOURG

2,922,290

Malaysia - 0.1%

Petronas Capital Ltd. 5.25% 8/12/19 (Reg. S)

400,000

399,975

Multi-National - 0.1%

Eurasian Development Bank 7.375% 9/29/14 (Reg. S)

200,000

207,000

Netherlands - 1.2%

Allianz Finance II BV 4.75% 7/22/19

EUR

100,000

153,079

Bayer Capital Corp. BV 4.625% 9/26/14

EUR

325,000

503,182

BOATS Investments (Netherlands) BV 11% 3/31/17 pay-in-kind

EUR

340,795

248,074

Deutsche Telekom International Financial BV 6.5% 4/8/22

GBP

300,000

524,851

Eureko BV 5.125% (f)

EUR

600,000

662,198

ING Bank NV 4.75% 5/27/19

EUR

700,000

1,095,015

Invitel Holdings NN 9.246% 4/15/13 (Reg. S) (f)

EUR

245,715

192,092

KBC IFIMA NV 4.5% 9/17/14

EUR

250,000

373,557

Koninklijke KPN NV 5.75% 9/17/29

GBP

250,000

406,419

Media Nusantara Citra BV 10.75% 9/12/11

148,958

128,402

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Netherlands - continued

Rabobank Nederland:

0.856% 7/28/15 (f)

EUR

150,000

$ 213,197

5.875% 5/20/19

EUR

350,000

565,890

Siemens Financieringsmaatschappij NV 6.125% 9/14/66 (f)

GBP

150,000

233,506

TOTAL NETHERLANDS

5,299,462

Norway - 0.6%

DnB NOR Bank ASA 4.5% 5/29/14

EUR

200,000

308,635

Kommunalbanken AS 5.125% 5/30/12

1,900,000

2,058,156

Petrolia Drilling ASA 12% 6/20/12 (e)

NOK

500,000

43,660

TOTAL NORWAY

2,410,451

Portugal - 0.1%

Banco Comercial Portugues SA 3.75% 10/8/16

EUR

400,000

587,343

Russia - 0.0%

Raspadskaya Securities Ltd. 7.5% 5/22/12

200,000

200,080

Spain - 0.4%

Banco Santander SA 3.875% 5/27/14

EUR

300,000

456,845

Mapfre SA 5.921% 7/24/37 (f)

EUR

450,000

566,007

Santander Issuances SA Unipersonal 1.108% 7/25/17 (f)

EUR

150,000

206,259

Telefonica Emisiones SAU:

5.431% 2/3/14

EUR

200,000

316,398

5.888% 1/31/14

GBP

100,000

173,878

TOTAL SPAIN

1,719,387

Sweden - 0.0%

Svenska Handelsbanken AB 0.449% 3/15/16 (f)

200,000

189,646

Switzerland - 0.1%

UBS AG London Branch 3% 10/6/14

EUR

150,000

219,725

Thailand - 0.0%

True Move Co. Ltd. 10.75% 12/16/13 (Reg. S)

200,000

191,000

United Arab Emirates - 0.2%

Abu Dhabi National Energy Co. PJSC 4.75% 9/15/14 (Reg. S)

300,000

301,500

Emirates Bank International PJSC 4.7806% 4/30/12 (f)

229,000

225,556

Nakheel Development Ltd. 3.1725% 12/14/09

150,000

162,750

TOTAL UNITED ARAB EMIRATES

689,806

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United Kingdom - 2.8%

3i Group PLC 1.003% 6/8/12 (f)

EUR

400,000

$ 515,272

BAA Funding Ltd.:

4.6% 2/15/20 (Reg. S) (f)

EUR

150,000

195,260

5.85% 11/27/15 (Reg. S) (f)

GBP

50,000

80,296

9.2% 3/29/23 (f)

GBP

50,000

92,310

Bank of Scotland 6.375% 8/16/19

GBP

400,000

571,235

Barclays Bank PLC:

0.4831% 6/27/16 (e)(f)

100,000

88,237

0.5931% 5/25/15 (f)

300,000

282,236

5.2% 7/10/14

300,000

319,897

6.75% 1/16/23 (f)

GBP

300,000

500,066

14% (f)

GBP

100,000

214,698

BAT International Finance PLC 8.125% 11/15/13

200,000

229,058

BG Energy Capital PLC 3.375% 7/15/13

EUR

150,000

223,805

Broadgate PLC 1.3431% 10/5/25 (f)

GBP

32,750

34,950

Credit Suisse London Branch 4.75% 8/5/19

EUR

300,000

452,584

Imperial Tobacco Finance:

7.25% 9/15/14

EUR

150,000

246,885

8.375% 2/17/16

EUR

600,000

1,042,038

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

EUR

150,000

187,002

Marks & Spencer PLC 7.125% 12/1/37 (e)

200,000

190,566

Motability Operations Group PLC 5.25% 9/28/16

GBP

200,000

329,390

Nationwide Building Society:

0.982% 12/22/16 (f)

EUR

150,000

181,468

3.375% 8/17/15 (f)

EUR

455,000

621,669

Northern Rock PLC 0.3834% 10/21/10 (f)

250,000

234,255

Old Mutual PLC:

4.5% 1/18/17 (f)

EUR

150,000

180,449

5% 1/21/16 (f)

GBP

50,000

70,868

7.125% 10/19/16

GBP

200,000

327,129

Prudential PLC 6.125% 12/19/31

GBP

110,000

163,974

Rexam PLC 4.375% 3/15/13

EUR

250,000

369,473

Royal Bank of Scotland PLC:

0.4844% 4/11/16 (f)

250,000

202,719

5.75% 5/21/14

EUR

250,000

391,424

6.934% 4/9/18

EUR

300,000

443,298

Scottish & Southern Energy PLC 6.25% 8/27/38

GBP

150,000

275,929

Society of Lloyd's 6.875% 11/17/25 (f)

GBP

200,000

333,739

Standard Chartered Bank:

3.3263% 2/3/15 (f)

100,000

97,463

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United Kingdom - continued

Standard Chartered Bank: - continued

5.875% 9/26/17 (Reg. S)

EUR

250,000

$ 386,372

Tesco PLC 5.125% 2/24/15

EUR

150,000

236,210

UBS AG Jersey Branch:

0.4341% 4/18/16 (f)

100,000

86,205

1.023% 11/17/15 (f)

EUR

350,000

483,094

UBS AG London Branch 6.25% 9/3/13

EUR

100,000

160,690

Ukrsotsbank 8% 2/22/10 (Issued by Credit Suisse First Boston International for Ukrsotsbank)

100,000

98,529

Vodafone Group PLC:

0.66% 2/27/12 (f)

160,000

158,830

6.25% 1/15/16

EUR

200,000

328,441

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

GBP

100,000

181,478

TOTAL UNITED KINGDOM

11,809,491

United States of America - 4.3%

Altria Group, Inc.:

8.5% 11/10/13

210,000

243,645

9.25% 8/6/19

400,000

484,962

Anheuser-Busch InBev Worldwide, Inc. 5.375% 1/15/20 (Reg. S)

340,000

345,646

BA Covered Bond Issuer 4.125% 4/5/12

EUR

1,700,000

2,556,971

Bank of America Corp.:

4.75% 5/6/19

EUR

250,000

334,535

6.125% 9/15/21

GBP

250,000

413,057

7.375% 5/15/14

115,000

128,761

7.625% 6/1/19

285,000

328,865

BSP Finance BV 10.75% 11/1/11

100,000

75,050

CenturyTel, Inc. 7.6% 9/15/39

105,000

102,733

Citigroup, Inc. 4.25% 2/25/30 (f)

EUR

350,000

366,896

ConocoPhillips 6% 1/15/20

350,000

385,277

COX Communications, Inc. 8.375% 3/1/39 (e)

250,000

299,716

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

400,000

426,972

Dominion Resources, Inc. 6.3% 9/30/66 (f)

190,000

164,350

Dow Chemical Co. 8.55% 5/15/19

280,000

319,654

General Electric Capital Corp. 5.9% 5/13/14

160,000

175,112

General Electric Co. 5.25% 12/6/17

200,000

208,069

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

309,000

301,689

Goldman Sachs Group, Inc.:

6% 5/1/14

150,000

164,905

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United States of America - continued

Goldman Sachs Group, Inc.: - continued

6.15% 4/1/18

$ 200,000

$ 213,123

HVB Funding Trust VIII 7.055% (f)

EUR

500,000

632,156

JPMorgan Chase & Co. 5.25% 5/8/13

EUR

250,000

394,008

KeyBank NA:

0.979% 11/21/11 (f)

EUR

50,000

61,554

1.053% 2/9/12 (f)

EUR

220,000

240,300

Liberty Mutual Group, Inc. 5.75% 3/15/14 (e)

250,000

236,693

Merck & Co., Inc. 5.85% 6/30/39

300,000

326,420

Merrill Lynch & Co., Inc.:

4.625% 10/2/13

EUR

260,000

385,571

6.15% 4/25/13

500,000

535,978

6.75% 5/21/13

EUR

150,000

236,807

Morgan Stanley 1.039% 7/20/12 (f)

EUR

430,000

606,583

Pemex Project Funding Master Trust 5.5% 2/24/25
(Reg. S)

EUR

300,000

385,068

Pfizer, Inc.:

3.625% 6/3/13

EUR

150,000

226,044

5.35% 3/15/15

300,000

331,235

5.75% 6/3/21

EUR

150,000

248,799

6.2% 3/15/19

300,000

341,553

Plains All American Pipeline LP 8.75% 5/1/19

100,000

121,383

PPL Energy Supply LLC 6.5% 5/1/18

160,000

170,828

Roche Holdings, Inc. 6% 3/1/19 (e)

150,000

167,334

SLM Corp. 0.973% 12/15/10 (f)

EUR

200,000

265,844

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

300,000

305,744

Sprint Capital Corp. 8.75% 3/15/32

325,000

281,125

Time Warner Cable, Inc.:

6.75% 6/15/39

350,000

370,692

8.25% 2/14/14

200,000

234,566

Toyota Motor Credit Corp. 5.25% 2/3/12

EUR

200,000

312,213

US Bank NA, Cincinnati 4.375% 2/28/17 (f)

EUR

450,000

616,824

Verizon Wireless Capital LLC 5.55% 2/1/14 (Reg. S)

400,000

435,843

WaMu Covered Bond Program 4.375% 5/19/14

EUR

550,000

818,833

WEA Finance LLC/WT Finance Australia Pty. Ltd. 5.75% 9/2/15 (e)

400,000

402,144

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United States of America - continued

Wells Fargo & Co. 3.75% 10/1/14

$ 300,000

$ 299,902

Xerox Corp. 8.25% 5/15/14

100,000

115,218

TOTAL UNITED STATES OF AMERICA

18,147,250

TOTAL NONCONVERTIBLE BONDS

65,934,273

TOTAL CORPORATE BONDS

(Cost $62,269,472)

67,021,169

Government Obligations - 17.7%

 

Canada - 0.2%

Canadian Government 5.25% 6/1/12

CAD

850,000

855,393

France - 0.2%

French Republic 3.75% 10/25/19

EUR

600,000

896,959

Germany - 3.7%

German Federal Republic:

3.5% 7/4/19

EUR

1,650,000

2,479,241

4.25% 7/4/14

EUR

3,140,000

4,995,357

4.75% 7/4/40

EUR

1,900,000

3,172,838

5.625% 1/4/28

EUR

2,960,000

5,239,316

TOTAL GERMANY

15,886,752

Greece - 1.4%

Greek Government:

4.6% 9/20/40

EUR

2,850,000

3,694,548

5.5% 8/20/14

EUR

1,400,000

2,263,468

TOTAL GREECE

5,958,016

Ireland - 0.4%

Irish Republic 5.9% 10/18/19

EUR

1,000,000

1,614,158

Japan - 10.4%

Japan Government:

0.8% 12/15/09

JPY

952,000,000

10,584,007

0.9% 6/20/13

JPY

110,000,000

1,240,271

1.3% 3/20/15

JPY

1,040,000,000

11,894,527

1.7% 12/20/16

JPY

136,600,000

1,589,923

1.9% 6/20/16

JPY

855,000,000

10,101,938

Government Obligations - continued

 

Principal
Amount (i)

Value

Japan - continued

Japan Government: - continued

1.9% 3/20/29

JPY

208,000,000

$ 2,235,387

2.2% 9/20/39

JPY

210,000,000

2,298,171

2.5% 9/20/36

JPY

350,000,000

4,111,927

TOTAL JAPAN

44,056,151

United States of America - 1.4%

Federal Home Loan Bank 3.625% 10/18/13

300,000

317,258

Freddie Mac 2.125% 9/21/12

650,000

660,785

U.S. Treasury Bonds 3.5% 2/15/39

950,000

832,734

U.S. Treasury Inflation-Indexed Notes 2% 7/15/14

3,091,338

3,262,113

U.S. Treasury Notes:

2.375% 8/31/14

100,000

100,508

2.375% 9/30/14

200,000

200,796

3.625% 8/15/19

550,000

560,570

TOTAL UNITED STATES OF AMERICA

5,934,764

TOTAL GOVERNMENT OBLIGATIONS

(Cost $67,135,761)

75,202,193

Asset-Backed Securities - 0.4%

 

Clock Finance BV Series 2007-1 Class B2, 1.069% 2/25/15 (f)

EUR

100,000

100,065

Leek Finance PLC Series 2005-15X Class BA, 0.9131% 3/21/37 (f)

GBP

100,000

60,894

Mermaid Secured Finance 2007-1 Series 2007-1:

Class C, 1.024% 1/30/40 (f)

EUR

50,000

70,230

Class D, 1.224% 1/30/40 (f)

EUR

100,000

138,399

Prime Bricks 2007-1 GmbH Series 2007-1:

Class B, 1.024% 1/30/40 (f)

EUR

50,000

70,230

Class C, 1.224% 1/30/40 (f)

EUR

50,000

69,200

Promise K 2006-1 GmbH Series I 2006-1 Class D, 1.458% 3/10/17 (f)

EUR

100,000

26,002

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

GBP

250,000

415,704

TS Co.mit One GmbH Series 1 Class C, 1.041% 6/29/13 (f)

EUR

78,654

57,872

VCL No. 11 Ltd. Class A, 1.529% 8/21/15 (f)

EUR

200,000

294,590

Asset-Backed Securities - continued

 

Principal
Amount (i)

Value

Volkswagen Car Lease Series 9 Class B, 0.61% 10/21/13 (f)

EUR

250,000

$ 359,525

Whinstone Capital Management Ltd. Series 2005-1X Class B1, 1.4938% 10/25/45 (f)

GBP

70,098

9,207

TOTAL ASSET-BACKED SECURITIES

(Cost $2,101,716)

1,671,918

Collateralized Mortgage Obligations - 0.1%

 

Private Sponsor - 0.1%

Arkle Master Issuer PLC floater Series 2006-1X Class 5M1, 1.143% 2/17/52 (f)

EUR

100,000

115,741

Arran Residential Mortgages Funding No. 1 PLC Series 2006-1X Class CC, 0.973% 4/12/56 (f)

EUR

86,463

79,941

Holmes Master Issuer PLC floater Series 2007-1 Class 3C2, 1.162% 7/15/40 (f)

EUR

150,000

196,452

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $449,958)

392,134

Commercial Mortgage Securities - 0.3%

 

France - 0.0%

Paris Prime Community Real Estate Series 2006-1 Class B, 0.987% 4/22/14 (e)(f)

EUR

72,109

74,278

Ireland - 0.1%

European Property Capital 4 PLC Class C, 0.8588% 7/20/14 (f)

GBP

41,701

24,989

German Residential Asset Note Distributor PLC Series 1 Class A, 0.979% 7/20/16 (f)

EUR

174,264

209,399

Rivoli Pan Europe PLC Series 2006-1 Class B 1.1325% 8/3/18 (f)

EUR

100,000

80,332

TOTAL IRELAND

314,720

Japan - 0.0%

JLOC 37 LLC Series X Class B1, 0.72% 1/15/15 (f)

JPY

13,310,000

36,968

Netherlands - 0.0%

Skyline BV Series 2007-1 Class D, 1.547% 7/22/43 (f)

EUR

100,000

64,704

United Kingdom - 0.2%

Eddystone Finance PLC Series 2006-1:

Class A2, 0.7868% 4/19/21 (f)

GBP

150,000

189,901

Class B, 0.9568% 4/19/21 (f)

GBP

100,000

110,321

Commercial Mortgage Securities - continued

 

Principal
Amount (i)

Value

United Kingdom - continued

Enterprise Inns PLC 6.5% 12/6/18

GBP

95,000

$ 129,454

London & Regional Debt Securitisation No. 1 PLC Class A, 0.7781% 10/15/14 (f)

GBP

100,000

131,584

REC Plantation Place Ltd. Series 5 Class A, 1.1444% 7/25/16 (f)

GBP

97,699

122,403

Theatre Hospitals PLC:

Series 2007-1 Class C, 1.2681% 10/15/31 (f)

GBP

49,140

22,590

Series 2007-2 Class D, 1.5181% 10/15/31 (f)

GBP

98,280

24,203

TOTAL UNITED KINGDOM

730,456

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,638,116)

1,221,126

Commercial Paper - 0.2%

 

Luxembourg - 0.2%

Gazprom ECP SA 3.3995% 12/18/09
(Cost $995,506)

1,000,000

999,313

Preferred Securities - 0.3%

 

 

 

 

Germany - 0.1%

BayernLB Capital Trust I 6.2032% (f)

650,000

283,402

Netherlands - 0.2%

Rabobank Nederland 11% (e)(f)

780,000

1,013,697

TOTAL PREFERRED SECURITIES

(Cost $1,433,205)

1,297,099

International Equity Funds - 3.9%

Shares

 

Fidelity Emerging Markets Equity Central Fund (g)
(Cost $10,692,049)

100,500

16,816,665

Money Market Funds - 2.9%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (h)

11,793,360

11,793,360

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(h)

518,900

518,900

TOTAL MONEY MARKET FUNDS

(Cost $12,312,260)

12,312,260

Cash Equivalents - 0.0%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 0.06%, dated 10/30/09 due 11/2/09 (Collateralized by U.S. Government Obligations) #
(Cost $30,000)

$ 30,000

$ 30,000

TOTAL INVESTMENT PORTFOLIO - 98.5%

(Cost $381,754,729)

418,619,129

NET OTHER ASSETS - 1.5%

6,514,032

NET ASSETS - 100%

$ 425,133,161

Currency Abbreviations

CAD

-

Canadian dollar

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

NOK

-

Norwegian krone

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $3,802,571 or 0.9% of net assets.

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

(g) 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. 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.

(h) 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.

(i) Principal amount is stated in United States dollars unless otherwise noted.

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

Repurchase Agreement / Counterparty

Value

$30,000 due 11/02/09 at 0.06%

BNP Paribas Securities Corp.

$ 7,928

Credit Suisse Securities (USA) LLC

8,160

Deutsche Bank Securities, Inc.

2,616

HSBC Securities (USA), Inc.

1,189

ING Financial Markets LLC

2,378

J.P. Morgan Securities, Inc.

2,378

Mizuho Securities USA, Inc.

2,378

Societe Generale, New York Branch

2,973

 

$ 30,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 137,194

Fidelity Emerging Markets Equity Central Fund

224,549

Fidelity Securities Lending Cash Central Fund

36,141

Total

$ 397,884

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 Equity Central Fund

$ -

$ 11,052,049

$ 495,252

$ 16,816,665

5.2%

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United States of America

$ 99,449,980

$ 99,449,980

$ -

$ -

Japan

27,729,705

-

27,729,705

-

United Kingdom

23,864,884

20,046,779

3,818,105

-

Australia

14,173,441

-

14,173,441

-

France

12,209,141

9,756,185

2,452,956

-

Canada

11,363,065

11,363,065

-

-

Switzerland

7,467,146

5,658,451

1,808,695

-

Germany

6,371,739

4,671,247

1,700,492

-

Netherlands

4,817,372

3,357,335

1,460,037

-

Other

34,208,779

21,038,702

13,170,077

-

Corporate Bonds

67,021,169

-

67,018,169

3,000

Government Obligations

75,202,193

-

75,202,193

-

Asset-Backed Securities

1,671,918

-

1,604,839

67,079

Collateralized Mortgage Obligations

392,134

-

392,134

-

Commercial Mortgage Securities

1,221,126

-

1,121,859

99,267

Commercial Paper

999,313

-

999,313

-

Preferred Securities

1,297,099

-

1,297,099

-

International Equity Funds

16,816,665

16,816,665

-

-

Money Market Funds

12,312,260

12,312,260

-

-

Cash Equivalents

30,000

-

30,000

-

Total Investments in Securities

$ 418,619,129

$ 204,470,669

$ 213,979,114

$ 169,346

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

Investments in Securities:

Beginning Balance

$ 223,425

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(264,098)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

5,389

Transfers in/out of Level 3

204,630

Ending Balance

$ 169,346

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ (180,979)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

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

1.4%

AAA,AA,A

26.9%

BBB

5.3%

BB

0.3%

B

0.0%

CCC,CC,C

0.3%

Not Rated

0.4%

Equities

60.7%

Short-Term Investments and Net Other Assets

4.7%

 

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 report date and do not reflect subsequent downgrades.

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.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $67,735,229 of which $38,284,221 and $29,451,008 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $488,314 and repurchase agreements of $30,000) - See accompanying schedule:

Unaffiliated issuers (cost $358,750,420)

$ 389,490,204

 

Fidelity Central Funds (cost $23,004,309)

29,128,925

 

Total Investments (cost $381,754,729)

 

$ 418,619,129

Cash

106,274

Receivable for investments sold

20,407,469

Receivable for fund shares sold

1,616,200

Dividends receivable

393,386

Interest receivable

1,855,291

Distributions receivable from Fidelity Central Funds

2,960

Prepaid expenses

1,761

Other receivables

25,602

Total assets

443,028,072

 

 

 

Liabilities

Payable for investments purchased

$ 16,488,258

Payable for fund shares redeemed

349,534

Accrued management fee

261,994

Distribution fees payable

1,823

Other affiliated payables

124,813

Other payables and accrued expenses

149,589

Collateral on securities loaned, at value

518,900

Total liabilities

17,894,911

 

 

 

Net Assets

$ 425,133,161

Net Assets consist of:

 

Paid in capital

$ 455,249,760

Undistributed net investment income

4,730,308

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

(71,759,767)

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

36,912,860

Net Assets

$ 425,133,161

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($2,911,842 ÷ 148,649 shares)

$ 19.59

 

 

 

Maximum offering price per share (100/94.25 of $19.59)

$ 20.79

Class T:
Net Asset Value and redemption price per share ($981,213 ÷ 50,174 shares)

$ 19.56

 

 

 

Maximum offering price per share (100/96.50 of $19.56)

$ 20.27

Class B:
Net Asset Value and offering price per share
($525,790 ÷ 26,985 shares)A

$ 19.48

 

 

 

Class C:
Net Asset Value and offering price per share
($827,193 ÷ 42,450 shares)A

$ 19.49

 

 

 

Global Balanced:
Net Asset Value, offering price and redemption price per share ($419,747,236 ÷ 21,395,044 shares)

$ 19.62

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($139,887 ÷ 7,124 shares)

$ 19.64

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

Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2009

 

  

  

Investment Income

  

  

Dividends

 

$ 4,422,741

Interest

 

5,527,544

Income from Fidelity Central Funds

 

397,884

 

 

10,348,169

Less foreign taxes withheld

 

(237,970)

Total income

 

10,110,199

 

 

 

Expenses

Management fee

$ 2,554,942

Transfer agent fees

1,062,583

Distribution fees

6,021

Accounting and security lending fees

185,613

Custodian fees and expenses

417,236

Independent trustees' compensation

1,273

Registration fees

119,859

Audit

82,471

Legal

2,205

Miscellaneous

27,036

Total expenses before reductions

4,459,239

Expense reductions

(105,585)

4,353,654

Net investment income (loss)

5,756,545

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(25,671,224)

Fidelity Central Funds

135,252

 

Foreign currency transactions

(228,513)

Futures contracts

114,897

Total net realized gain (loss)

 

(25,649,588)

Change in net unrealized appreciation (depreciation) on:

Investment securities

84,307,276

Assets and liabilities in foreign currencies

327,889

Total change in net unrealized appreciation (depreciation)

 

84,635,165

Net gain (loss)

58,985,577

Net increase (decrease) in net assets resulting from operations

$ 64,742,122

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

Annual Report

Statement of Changes in Net Assets

  

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,756,545

$ 7,618,899

Net realized gain (loss)

(25,649,588)

(41,907,066)

Change in net unrealized appreciation (depreciation)

84,635,165

(91,610,439)

Net increase (decrease) in net assets resulting
from operations

64,742,122

(125,898,606)

Distributions to shareholders from net investment income

(7,712,596)

(5,015,376)

Distributions to shareholders from net realized gain

(3,450,371)

(27,812,540)

Total distributions

(11,162,967)

(32,827,916)

Share transactions - net increase (decrease)

26,258,176

132,695,430

Redemption fees

16,684

48,708

Total increase (decrease) in net assets

79,854,015

(25,982,384)

 

 

 

Net Assets

Beginning of period

345,279,146

371,261,530

End of period (including undistributed net investment income of $4,730,308 and undistributed net investment income of $6,726,768, respectively)

$ 425,133,161

$ 345,279,146

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

Annual Report

Financial Highlights - Class A

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .12

Net realized and unrealized gain (loss)

  4.39

Total from investment operations

  4.51

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.59

Total Return B, C, D

  29.91%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.47% A

Expenses net of fee waivers, if any

  1.47% A

Expenses net of all reductions

  1.46% A

Net investment income (loss)

  .88% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 2,912

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class T

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .11

Net realized and unrealized gain (loss)

  4.37

Total from investment operations

  4.48

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.56

Total Return B, C, D

  29.71%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.69% A

Expenses net of fee waivers, if any

  1.69% A

Expenses net of all reductions

  1.68% A

Net investment income (loss)

  .88% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 981

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class B

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .05

Net realized and unrealized gain (loss)

  4.35

Total from investment operations

  4.40

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.48

Total Return B, C, D

  29.18%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  2.21% A

Expenses net of fee waivers, if any

  2.21% A

Expenses net of all reductions

  2.20% A

Net investment income (loss)

  .39% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 526

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class C

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .05

Net realized and unrealized gain (loss)

  4.36

Total from investment operations

  4.41

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.49

Total Return B, C, D

  29.24%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  2.20% A

Expenses net of fee waivers, if any

  2.20% A

Expenses net of all reductions

  2.19% A

Net investment income (loss)

  .36% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 827

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Global Balanced

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.94

$ 25.40

$ 23.08

$ 21.95

$ 19.69

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .28

  .40

  .35

  .28

  .17 E

Net realized and unrealized gain (loss)

  2.95

  (6.70)

  4.27

  2.66

  2.54

Total from investment operations

  3.23

  (6.30)

  4.62

  2.94

  2.71

Distributions from net investment income

  (.38)

  (.33)

  (.20)

  (.14)

  (.13)

Distributions from net realized gain

  (.17)

  (1.83)

  (2.10)

  (1.67)

  (.32)

Total distributions

  (.55)

  (2.16)

  (2.30)

  (1.81)

  (.45)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.62

$ 16.94

$ 25.40

$ 23.08

$ 21.95

Total Return A

  19.86%

  (26.96)%

  21.83%

  14.23%

  13.92%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.24%

  1.13%

  1.14%

  1.18%

  1.17%

Expenses net of fee waivers,
if any

  1.23%

  1.13%

  1.14%

  1.18%

  1.17%

Expenses net of all reductions

  1.21%

  1.11%

  1.12%

  1.14%

  1.15%

Net investment income (loss)

  1.61%

  1.88%

  1.55%

  1.27%

  .80% E

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 419,747

$ 345,279

$ 371,262

$ 260,144

$ 191,247

Portfolio turnover rate D

  252%

  264%

  169%

  208%

  95%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .66%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

  
Year ended October 31, 2009 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) D

  .21

Net realized and unrealized gain (loss)

  4.35

Total from investment operations

  4.56

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 19.64

Total Return B, C

  30.24%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  1.12% A

Expenses net of fee waivers, if any

  1.12% A

Expenses net of all reductions

  1.10% A

Net investment income (loss)

  1.70% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 140

Portfolio turnover rate F

  252%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period 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 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.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

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 B, Class C, Global Balanced and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Fund commenced sale of Class A, Class T, Class B, Class C, and Institutional Class shares and the existing class was designated Global Balanced on February 19, 2009. 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 also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their 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 Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Emerging Markets Equity Central Fund

FMR Co., Inc. (FMRC)

Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.

Foreign Securities

Repurchase Agreements

 

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 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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 21, 2009, 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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 an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. For asset backed securities, collateralized mortgage obligations, and commercial mortgage securities, pricing services generally utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and types as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

Annual Report

3. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. 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)regular trading hours on the NASDAQ exchange, normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income 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 generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), futures transactions, 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

$ 48,037,524

Gross unrealized depreciation

(16,534,954)

Net unrealized appreciation (depreciation)

$ 31,502,570

 

 

Tax Cost

$ 387,116,559

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 6,067,724

Capital loss carryforward

$ (67,735,229)

Net unrealized appreciation (depreciation)

$ 31,438,204

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 11,162,967

$ 16,413,958

Long-term Capital Gains

-

16,413,958

Total

$ 11,162,967

$ 32,827,916

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, will be retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

5. Investments in Derivative Instruments.

Objectives and Strategies for Investing in Derivative Instruments. The Fund uses derivative instruments ("derivatives"), including futures contracts, in order to meet its investment objectives. The Fund's strategy is to use derivatives as a risk management tool and as an additional way to gain exposure to certain types of assets. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives. While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risk relative to those derivatives. This risk is further explained below:

Equity Risk

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

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. The purchaser or seller of a futures contract is not required to pay for or deliver the instrument unless the contract is held until the delivery date. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Securities deposited to meet margin requirements are identified in the Fund's Schedule of Investments. Futures contracts are marked-to-market daily and subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and changes in value are recognized as unrealized gain (loss). Realized gain (loss) is recorded upon the expiration or closing of the futures contract. The net realized gain (loss) and change in unrealized gain (loss) on futures contracts during the period is included on the Statement of Operations.

At the end of the period, the fund had no open futures contracts.

Annual Report

5. Investments in Derivative Instruments - continued

Realized and Change in Unrealized Gain (Loss) on Derivative Instruments. A summary of the Fund's value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Fund's Schedule of Investments. The table below reflects the Fund's realized gain (loss) and change in unrealized gain (loss) for derivatives during the period.

Risk Exposure / Derivative Type

Realized Gain (Loss)

Change in Unrealized Gain (Loss)

Equity Risk

 

 

Futures Contracts

$ 114,897

$ -

Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)

$ 114,897

$ -

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $114,897 for futures contracts.

6. Purchases and Sales of Investments.

Purchases and sales of securities(including the Equity Central Funds), other than short-term securities and U.S. government securities, aggregated $768,955,210 and $737,143,501, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .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. 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,

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 1,306

$ 745

Class T

.25%

.25%

1,287

387

Class B

.75%

.25%

1,716

1,485

Class C

.75%

.25%

1,712

1,565

 

 

 

$ 6,021

$ 4,182

Sales Load. FDC receives 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. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 3,958

Class T

1,070

 

$ 5,028

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, the total transfer agent fees paid by each class were as follows:

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,525

.28*

Class T

683

.26*

Class B

513

.29*

Class C

495

.28*

Global Balanced

1,059,223

.30

Institutional Class

144

.17*

 

$ 1,062,583

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $17,025 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $1,849 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

9. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $36,141.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Global Balanced's operating expenses. During the period, this reimbursement reduced the class' expenses by $59,983.

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 $45,602 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Global Balanced

$ 7,712,596

$ 5,015,376

From net realized gain

 

 

Global Balanced

$ 3,450,371

$ 27,812,540

Annual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009 A

2008

2009A

2008

Class A

 

 

 

 

Shares sold

153,196

-

$ 2,896,084

$ -

Shares redeemed

(4,547)

-

(85,646)

-

Net increase (decrease)

148,649

-

$ 2,810,438

$ -

Class T

 

 

 

 

Shares sold

54,070

-

$ 984,801

$ -

Shares redeemed

(3,896)

-

(69,740)

-

Net increase (decrease)

50,174

-

$ 915,061

$ -

Class B

 

 

 

 

Shares sold

27,777

-

$ 492,520

$ -

Shares redeemed

(792)

-

(15,439)

-

Net increase (decrease)

26,985

-

$ 477,081

$ -

Class C

 

 

 

 

Shares sold

42,502

-

$ 795,402

$ -

Shares redeemed

(52)

-

(992)

-

Net increase (decrease)

42,450

-

$ 794,410

$ -

Global Balanced

 

 

 

 

Shares sold

9,057,083

12,310,512

$ 156,832,268

$ 263,385,231

Reinvestment of distributions

673,127

1,384,069

10,621,946

31,418,376

Shares redeemed

(8,714,065)

(7,932,619)

(146,302,628)

(162,108,177)

Net increase (decrease)

1,016,145

5,761,962

$ 21,151,586

$ 132,695,430

Institutional Class

 

 

 

 

Shares sold

7,124

-

$ 109,600

$ -

A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period February 19, 2009 (commencement of sale of
shares) to October 31, 2009.

13. Other.

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

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2009

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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 188 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 funds advised by FMR or an affiliate.

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

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 Occupation

Abigail P. Johnson (47)

 

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 Personal and Workplace Investing (2005-present). Ms. Johnson is a Director 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 (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

Independent Trustees:

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

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (67)

 

Year of Election or Appointment: 2006

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

Arthur E. Johnson (62)

 

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) and AGL Resources, Inc. (holding company). Previously, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009), and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (55)

 

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). 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 Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

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) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director of McKesson Corporation (healthcare service). 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 (70)

 

Year of Election or Appointment: 2005

Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation, and as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (2004-2009).

Annual Report

Trustees and Officers - continued

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 (51)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (53)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Derek L. Young (45)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as Chief Investment Officers of the Global Asset Allocation Group (2009-present). Previously, Mr. Young served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

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 (42)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. 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.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (40)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey 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.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Kenneth B. Robins (40)

 

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 and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Gary W. Ryan (51)

 

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).

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

12/07/09

12/04/09

$0.234

$0.075

Class T

12/07/09

12/04/09

$0.226

$0.075

Class B

12/07/09

12/04/09

$0.158

$0.075

Class C

12/07/09

12/04/09

$0.196

$0.075

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 15, 2009. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

4,660,446,788.00

93.389

Withheld

329,898,915.93

6.611

TOTAL

4,990,345,703.93

100.000

Albert R. Gamper, Jr.

Affirmative

4,697,750,297.49

94.137

Withheld

292,595,406.44

5.863

TOTAL

4,990,345,703.93

100.000

Abigail P. Johnson

Affirmative

4,656,658,858.01

93.313

Withheld

333,686,845.92

6.687

TOTAL

4,990,345,703.93

100.000

Arthur E. Johnson

Affirmative

4,686,159,283.49

93.905

Withheld

304,186,420.44

6.095

TOTAL

4,990,345,703.93

100.000

Michael E. Kenneally

Affirmative

4,709,830,377.70

94.379

Withheld

280,515,326.23

5.621

TOTAL

4,990,345,703.93

100.000

James H. Keyes

Affirmative

4,703,388,873.28

94.250

Withheld

286,956,830.65

5.750

TOTAL

4,990,345,703.93

100.000

Marie L. Knowles

Affirmative

4,693,994,899.89

94.062

Withheld

296,350,804.04

5.938

TOTAL

4,990,345,703.93

100.000

Kenneth L. Wolfe

Affirmative

4,685,695,252.60

93.895

Withheld

304,650,451.33

6.105

TOTAL

4,990,345,703.93

100.000

A Denotes trust-wide proposal and voting results.

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 throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee 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.

On May 21, 2009, the Board voted to continue the fund's Advisory Contracts for four months, through September 30, 2009, in connection with the reorganization of the Board's new meeting schedule. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be renewed, without modification, through September 30, 2009, with the understanding that the Board would consider their renewal in September 2009.

At its September 2009 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

Annual Report

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

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. In response to the recent financial crisis, Fidelity took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board specifically noted Fidelity's response to the 2008 credit market crisis. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

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

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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

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, as well as the fund's relative investment performance measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the fund's cumulative total returns, 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 fund did not offer Advisor classes as of December 31, 2008.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund. 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 stated that the performance of the fund was in the second quartile for all the periods shown. The Board also stated that the investment performance of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's performance during 2009.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." 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 37% means that 63% 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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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and equal to the median of its ASPG for 2008.

Annual Report

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

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

The Board noted that the fund's total expenses ranked above its competitive median for 2008. The Board also noted 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.

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

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

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

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

PricewaterhouseCoopers LLP (PwC), independent registered 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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.

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

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability, and the extent to which current market conditions have affected retention and recruitment; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (viii) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Boston, MA

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 

AGBL-UANN-1209
1.883463.100

fid5925

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Global Balanced

Fund - Institutional Class

Annual Report

October 31, 2009
(2_fidelity_logos) (Registered_Trademark)

Institutional Class is a class
of Fidelity® Global Balanced Fund

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The managers' review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/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.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

We've seen a strong upswing in the global equity markets since last March, as signs of improvement in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

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

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

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

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

Sincerely,
/s/Abigail P. Johnson

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' 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, 2009

Past 1
year

Past 5
years

Past 10
years

Institutional Class A

19.98%

6.80%

5.36%

A The initial offering of Institutional Class shares took place on February 19, 2009. Returns prior to February 19, 2009 are those of Global Balanced, 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, 1999. 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: In the early months of the 12-month period ending October 31, 2009, international equity markets were engulfed by the global effects of the U.S. financial crisis. By the first quarter of 2009, however, the efforts of governments around the world to stimulate economic growth and normalize the credit markets began to gain traction and investors' appetite for risk returned, causing stocks to rally. Emerging markets performed the best among the global economies, as the MSCI® Emerging Markets (EM) Index soared 64.63%. Among developed equity markets, foreign stocks strongly outperformed their U.S. counterparts for the year overall, fueled largely by a depreciating U.S. dollar. The MSCI EAFE® Index (Europe, Australasia, Far East) gained 27.88%, outpacing the 9.80% return of the Standard & Poor's 500SM Index, a broad measure of U.S. stocks. Among countries with meaningful weightings in the EAFE index, Sweden, Australia, Hong Kong and Singapore were standouts, each returning more than 50%. However, Japan lagged other markets with its 14% return, while another big index component, the U.K., gained 23%. In the fixed-income sector, the Citigroup® World Government Bond Index rose 16.26%.

Comments from Ruben Calderon and Geoff Stein, who joined Calderon as Lead Co-Manager of Fidelity Advisor Global Balanced Fund on June 1, 2009: For the year, the fund's Class A, Class T, Class B and Class C shares gained 19.67%, 19.49%, 19.00% and 19.06%, respectively (excluding sales charges), outpacing the 18.46% return for the Fidelity Global Balanced Composite Index. We maintained a modest underweighting in equities, a slight overweighting in investment-grade bonds and an out-of-index stake in cash/cash equivalents. Although we added to our position in equities and pared back our stake in bonds in the latter half of the period, our overall defensive stance - especially during the first half - considerably boosted our relative performance. While security selection within the underlying equity subportfolios detracted from the fund's relative return, very strong results from our investment-grade bond holdings and favorable asset allocation in some of our equity sleeves more than made up for those negatives. Excellent security selection in the second half of the period - including out-of-index exposure to strong-performing corporate bonds - helped fuel the developed-country debt sleeve. Within equities, absolute returns for each sleeve were decidedly positive, led by the Asia Ex-Japan subportfolio and an out-of-index allocation to Fidelity Emerging Markets Equity Central Fund, which we initiated and increased during the period. On a relative basis, while the Canadian, Japanese and U.S. equity "subs" trailed their respective benchmarks, the remaining subportfolios performed either roughly in line with or slightly below their respective indexes.

Comments from Ruben Calderon and Geoff Stein, who joined Calderon as Lead Co-Manager of Fidelity Advisor Global Balanced Fund on June 1, 2009: The fund's Institutional Class shares gained 19.98% for the year, outpacing the 18.46% return for the Fidelity Global Balanced Composite Index. We maintained a modest underweighting in equities, a slight overweighting in investment-grade bonds and an out-of-index stake in cash/cash equivalents. Although we added to our position in equities and pared back our stake in bonds in the latter half of the period, our overall defensive stance - especially during the first half - considerably boosted our relative performance. While security selection within the underlying equity subportfolios detracted from the fund's relative return, very strong results from our investment-grade bond holdings and favorable asset allocation in some of our equity sleeves more than made up for those negatives. Excellent security selection in the second half of the period - including out-of-index exposure to strong-performing corporate bonds - helped fuel the developed-country debt sleeve. Within equities, absolute returns for each sleeve were decidedly positive, led by the Asia Ex-Japan subportfolio and an out-of-index allocation to Fidelity Emerging Markets Equity Central Fund, which we initiated and increased during the period. On a relative basis, while the Canadian, Japanese and U.S. equity "subs" trailed their respective benchmarks, the remaining subportfolios performed either roughly in line with or slightly below their respective indexes.

Annual Report

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, 2009 to October 31, 2009).

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, 2009

Ending
Account Value
October 31, 2009

Expenses Paid
During Period*
May 1, 2009
to October 31, 2009

Class A

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,208.50

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class T

1.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,207.40

$ 9.57

HypotheticalA

 

$ 1,000.00

$ 1,016.53

$ 8.74

Class B

2.25%

 

 

 

Actual

 

$ 1,000.00

$ 1,203.20

$ 12.49

HypotheticalA

 

$ 1,000.00

$ 1,013.86

$ 11.42

Class C

2.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,203.80

$ 12.39

HypotheticalA

 

$ 1,000.00

$ 1,013.96

$ 11.32

Global Balanced

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,209.60

$ 6.74

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

Institutional Class

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,210.90

$ 6.13

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

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 184/365 (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, 2009

fid5860

United States of America 33.9%

 

fid5862

Japan 17.0%

 

fid5864

United Kingdom 8.9%

 

fid5866

Germany 5.9%

 

fid5868

Australia 4.3%

 

fid5870

France 4.2%

 

fid5872

Canada 3.5%

 

fid5874

Netherlands 2.5%

 

fid5876

Switzerland 1.9%

 

fid5878

Other 17.9%

 

fid5996

As of April 30, 2009

fid5882

United States of America 37.5%

 

fid5884

Japan 19.5%

 

fid5886

United Kingdom 6.9%

 

fid5888

France 6.7%

 

fid5890

Germany 5.8%

 

fid5892

Canada 3.1%

 

fid5894

Australia 2.6%

 

fid5896

Switzerland 2.0%

 

fid5898

Netherlands 1.7%

 

fid5900

Other 14.2%

 

fid6008

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

60.7

53.9

Bonds

34.0

41.9

Convertible Securities

0.3

0.8

Other Investments

0.3

0.1

Short-Term Investments and Net Other Assets

4.7

3.3

Top Five Stocks as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Union Pacific Corp. (United States of America)

1.2

1.1

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

1.1

1.2

Apple, Inc. (United States of America)

1.0

0.9

Occidental Petroleum Corp. (United States of America)

1.0

0.0

JPMorgan Chase & Co. (United States of America)

0.9

1.1

 

5.2

Top Five Bond Issuers as of October 31, 2009

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Japan Government

7.9

11.6

German Federal Republic

3.7

3.6

Greek Government

1.4

1.5

U.S. Treasury Obligations

1.1

4.8

BA Covered Bond Issuer

0.6

0.6

 

14.7

Market Sectors as of October 31, 2009

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.7

17.9

Information Technology

9.2

10.0

Consumer Discretionary

7.9

7.3

Industrials

7.7

5.8

Energy

7.3

5.9

Materials

6.3

6.0

Health Care

4.9

4.5

Consumer Staples

4.4

4.6

Telecommunication Services

2.9

3.7

Utilities

1.1

1.8

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, 2009

Showing Percentage of Net Assets

Common Stocks - 56.7%

Shares

Value

Australia - 3.3%

AMP Ltd.

216,522

$ 1,140,498

ASX Ltd.

8,790

264,901

BHP Billiton Ltd.

58,234

1,909,250

Billabong International Ltd.

24,022

222,194

BlueScope Steel Ltd.

86,112

228,135

Coca-Cola Amatil Ltd.

42,569

404,583

Commonwealth Bank of Australia

33,415

1,543,646

Computershare Ltd.

97,925

950,385

Harvey Norman Holdings Ltd.

231,283

819,101

Macquarie Group Ltd.

19,331

846,336

National Australia Bank Ltd.

52,799

1,394,576

Newcrest Mining Ltd.

26,110

750,276

Paladin Energy Ltd. (a)

61,304

221,718

QBE Insurance Group Ltd.

48,410

974,597

Rio Tinto Ltd.

8,061

446,680

Wesfarmers Ltd.

33,590

837,904

Woolworths Ltd.

30,117

770,617

WorleyParsons Ltd.

19,427

448,044

TOTAL AUSTRALIA

14,173,441

Bailiwick of Jersey - 0.2%

Experian PLC

61,400

563,508

Shire PLC

9,557

169,078

TOTAL BAILIWICK OF JERSEY

732,586

Belgium - 0.5%

Anheuser-Busch InBev SA NV

18,846

887,589

Anheuser-Busch InBev SA NV (strip VVPR) (a)

9,280

68

Fortis (a)

85,300

370,545

Gimv NV

1,900

107,336

Umicore SA

23,794

726,542

TOTAL BELGIUM

2,092,080

Bermuda - 0.3%

Marvell Technology Group Ltd. (a)

18,000

246,960

Seadrill Ltd. (a)

16,800

350,899

Signet Jewelers Ltd. (United Kingdom)

20,000

507,316

Xyratex Ltd. (a)

13,000

135,850

TOTAL BERMUDA

1,241,025

Brazil - 0.2%

Banco Santander (Brasil) SA ADR (a)

26,400

313,104

Common Stocks - continued

Shares

Value

Brazil - continued

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

4,600

$ 184,552

sponsored ADR

8,000

369,760

TOTAL BRAZIL

867,416

Canada - 2.7%

Agnico-Eagle Mines Ltd. (Canada)

1,500

79,789

Agrium, Inc.

1,500

69,733

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

8,400

147,311

ARC Energy Trust unit

1,000

18,017

Astral Media, Inc. Class A (non-vtg.)

2,000

59,177

Bank of Montreal

3,300

152,559

Bank of Nova Scotia

6,500

271,621

Barrick Gold Corp.

7,900

284,235

BCE, Inc.

9,300

222,355

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

27,200

110,272

Brookfield Asset Management, Inc. Class A

6,000

126,555

Brookfield Properties Corp.

2,200

22,856

Cameco Corp.

3,000

83,557

Canadian National Railway Co.

5,600

270,471

Canadian Natural Resources Ltd.

6,600

427,993

Canadian Oil Sands Trust

3,500

94,316

Canadian Pacific Railway Ltd.

2,200

95,286

Canadian Tire Ltd. Class A (non-vtg.)

1,100

55,556

Canadian Utilities Ltd. Class A (non-vtg.)

1,500

53,373

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

15,400

188,011

CI Financial Corp.

1,500

26,444

Compton Petroleum Corp. (a)

49,500

50,284

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

400

6,572

Crescent Point Energy Corp.

3,300

112,148

Eldorado Gold Corp. (a)

3,800

42,322

Emera, Inc.

2,300

46,792

Enbridge, Inc.

4,000

155,479

EnCana Corp.

6,700

371,243

Fairborne Energy Trust (a)

13,300

54,657

Fairfax Financial Holdings Ltd. (sub. vtg.)

200

71,491

Finning International, Inc.

1,600

23,582

First Quantum Minerals Ltd.

1,200

82,028

George Weston Ltd.

700

35,658

Gildan Activewear, Inc. (a)

3,800

66,886

Goldcorp, Inc.

10,000

367,364

HudBay Minerals, Inc. (a)

2,800

36,227

Common Stocks - continued

Shares

Value

Canada - continued

Husky Energy, Inc.

3,000

$ 78,958

IAMGOLD Corp.

3,500

46,382

IESI-BFC Ltd.

3,800

48,779

IGM Financial, Inc.

2,300

81,881

Imperial Oil Ltd.

3,400

127,792

Inmet Mining Corp.

900

47,658

Intact Financial Corp.

1,100

33,421

Iteration Energy Ltd. (a)

51,500

54,218

Keyera Facilities Income Fund

12,400

227,193

Kinross Gold Corp.

8,400

155,922

Magna International, Inc. Class A (sub. vtg.)

300

11,833

Manulife Financial Corp.

11,000

206,215

Methanex Corp.

2,200

37,911

National Bank of Canada

3,200

166,642

Nexen, Inc.

3,900

83,845

Niko Resources Ltd.

1,700

137,526

Open Text Corp. (a)

4,200

156,698

Osisko Mining Corp. (a)

6,000

40,449

PetroBakken Energy Ltd. Class A

13,017

375,297

Petrobank Energy & Resources Ltd. (a)

6,800

297,282

Potash Corp. of Saskatchewan, Inc.

2,800

260,930

Power Corp. of Canada (sub. vtg.)

4,700

110,680

Power Financial Corp.

1,500

37,720

Progress Energy Resources Corp.

3,800

48,568

Reitmans (Canada) Ltd. Class A (non-vtg.)

6,400

96,575

Research In Motion Ltd. (a)

2,500

146,825

RioCan (REIT)

4,100

69,441

Ritchie Brothers Auctioneers, Inc.

1,900

41,648

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

3,600

105,555

RONA, Inc. (a)

2,200

30,089

Royal Bank of Canada

17,900

905,869

Shaw Communications, Inc. Class B

3,900

69,331

Shoppers Drug Mart Corp.

1,300

51,611

Silver Wheaton Corp. (a)

3,700

46,470

SNC-Lavalin Group, Inc.

1,400

56,564

Sun Life Financial, Inc.

5,500

152,020

Suncor Energy, Inc.

16,072

533,136

SXC Health Solutions Corp. (a)

1,800

82,599

Talisman Energy, Inc.

13,200

225,028

Teck Resources Ltd. Class B (sub. vtg.) (a)

9,900

287,167

TELUS Corp.

1,300

40,806

Thomson Reuters Corp.

4,700

149,397

Common Stocks - continued

Shares

Value

Canada - continued

Tim Hortons, Inc.

4,500

$ 128,115

Toronto-Dominion Bank

11,100

632,265

TransCanada Corp.

6,300

192,924

Yamana Gold, Inc.

6,000

63,610

TOTAL CANADA

11,363,065

Cayman Islands - 0.0%

Wynn Macau Ltd.

9,200

11,539

Chile - 0.0%

Embotelladora Andina SA sponsored ADR

5,000

91,250

China - 0.9%

Baidu.com, Inc. sponsored ADR (a)

4,600

1,738,432

BYD Co. Ltd. (H Shares) (a)

51,000

466,932

Tencent Holdings Ltd.

87,700

1,527,123

TOTAL CHINA

3,732,487

Denmark - 0.3%

Carlsberg AS Series B

4,500

317,628

Danske Bank AS (a)

8,869

205,601

Novo Nordisk AS Series B

13,029

811,447

TOTAL DENMARK

1,334,676

Finland - 0.1%

Metso Corp.

13,900

389,659

Nokian Tyres PLC

9,768

208,999

TOTAL FINLAND

598,658

France - 2.9%

Accor SA

4,463

214,594

Air France KLM (Reg.) (a)

5,300

81,580

Atos Origin SA (a)

4,585

215,501

AXA SA

28,274

703,132

Bouygues SA

10,695

505,984

Cap Gemini SA

5,300

246,533

Danone

14,925

899,490

Electricite de France

7,100

397,024

Essilor International SA

7,757

435,475

Groupe Eurotunnel SA

11,600

114,966

Iliad Group SA

3,741

405,724

L'Oreal SA

6,900

707,408

Michelin CGDE Series B

3,483

259,089

PPR SA

4,700

514,295

Common Stocks - continued

Shares

Value

France - continued

Remy Cointreau SA

8,500

$ 411,769

Sanofi-Aventis

23,873

1,749,824

Schneider Electric SA

8,521

890,400

Societe Generale Series A

11,309

755,203

Television Francaise 1 SA

11,200

176,433

Total SA sponsored ADR

30,500

1,832,135

Unibail-Rodamco

2,276

505,569

Vallourec SA

1,180

187,013

TOTAL FRANCE

12,209,141

Germany - 1.4%

Aixtron AG

6,300

188,845

BASF AG

12,942

695,135

Bayerische Motoren Werke AG (BMW)

13,688

670,647

Daimler AG (Reg.)

5,085

245,250

Deutsche Boerse AG

7,798

632,510

Deutsche Post AG

27,660

467,882

Deutsche Postbank AG (a)

7,000

217,245

E.ON AG

13,039

500,603

HeidelbergCement AG

3,830

229,556

Linde AG

3,763

395,318

MAN SE

2,500

205,943

Metro AG

2,500

138,914

SAP AG

14,808

670,358

Siemens AG (Reg.)

8,719

784,884

TOTAL GERMANY

6,043,090

Greece - 0.3%

Alpha Bank AE (a)

20,400

398,961

Hellenic Telecommunications Organization SA

10,769

182,242

National Bank of Greece SA (a)

12,800

476,358

TOTAL GREECE

1,057,561

Hong Kong - 1.0%

BOC Hong Kong Holdings Ltd.

180,500

415,501

China Unicom (Hong Kong) Ltd. sponsored ADR

9,700

122,705

Esprit Holdings Ltd.

140,800

937,322

Hong Kong Exchange & Clearing Ltd.

26,800

471,762

Li & Fung Ltd.

164,000

682,087

Sun Hung Kai Properties Ltd.

40,000

606,036

Common Stocks - continued

Shares

Value

Hong Kong - continued

Swire Pacific Ltd. (A Shares)

68,000

$ 828,702

Techtronic Industries Co. Ltd.

258,000

207,256

TOTAL HONG KONG

4,271,371

India - 0.0%

Tata Steel Ltd.

11,540

114,152

Ireland - 0.8%

Covidien PLC

12,000

505,440

CRH PLC

19,452

475,454

Ingersoll-Rand Co. Ltd.

68,600

2,167,074

Ryanair Holdings PLC sponsored ADR (a)

3,900

106,353

TOTAL IRELAND

3,254,321

Israel - 0.2%

Teva Pharmaceutical Industries Ltd. sponsored ADR

17,000

858,160

Italy - 0.4%

ENI SpA sponsored ADR

7,300

361,934

Fiat SpA (a)

44,100

659,337

Intesa Sanpaolo SpA

133,383

564,304

UniCredit SpA

72,566

244,537

TOTAL ITALY

1,830,112

Japan - 6.5%

Aisin Seiki Co. Ltd.

16,700

424,631

Ajinomoto Co., Inc.

47,000

441,149

Alps Electric Co. Ltd.

45,400

283,386

Aoyama Trading Co. Ltd.

11,900

190,713

Bridgestone Corp.

25,300

417,238

Canon, Inc.

23,100

870,984

Chuo Mitsui Trust Holdings, Inc.

81,000

299,747

Citizen Holdings Co. Ltd.

29,300

164,875

CyberAgent, Inc.

155

201,612

Daicel Chemical Industries Ltd.

91,000

549,554

Dainippon Screen Manufacturing Co. Ltd. (a)(d)

90,000

382,548

Daiwa House Industry Co. Ltd.

85,000

908,153

Denso Corp.

7,500

204,936

eAccess Ltd.

46

32,265

East Japan Railway Co.

8,000

512,339

Fuji Machine Manufacturing Co. Ltd.

6,500

85,782

Fujitsu Ltd.

21,000

123,672

Hitachi Transport System Ltd.

9,000

118,058

Honda Motor Co. Ltd.

13,300

410,816

Common Stocks - continued

Shares

Value

Japan - continued

Inpex Corp.

11

$ 89,834

JSR Corp.

30,000

585,134

JTEKT Corp.

38,000

401,449

Kansai Paint Co. Ltd.

10,000

84,622

Kanto Denka Kogyo Co. Ltd.

31,000

252,486

Kappa Create Co. Ltd.

8,000

180,695

Kobayashi Pharmaceutical Co. Ltd.

7,500

322,804

Kuraray Co. Ltd.

70,000

722,678

Matsumotokiyoshi Holdings Co. Ltd.

6,000

137,746

Mitsubishi Corp.

11,300

239,577

Mitsubishi Tanabe Pharma Corp.

36,000

459,629

Mitsubishi UFJ Financial Group, Inc.

153,400

817,116

Mitsubishi UFJ Lease & Finance Co. Ltd.

5,150

153,405

Mitsui & Co. Ltd.

32,700

429,471

Mitsui O.S.K. Lines Ltd.

45,000

261,307

Mitsui Sumitomo Insurance Group Holdings, Inc.

30,200

703,036

NHK Spring Co. Ltd.

14,000

109,318

Nichicon Corp.

4,500

44,987

Nippon Building Fund, Inc.

41

336,096

Nippon Electric Glass Co. Ltd.

73,000

786,097

Nippon Sheet Glass Co. Ltd.

124,000

365,402

Nippon Steel Corp.

77,000

293,773

Nippon Telegraph & Telephone Corp.

600

24,759

Nippon Television Network Corp.

5,050

658,185

Nissan Motor Co. Ltd.

95,300

689,643

Nitori Co. Ltd.

2,900

235,857

Nomura Holdings, Inc.

46,500

327,761

Nomura Real Estate Office Fund, Inc.

26

160,656

NPC, Inc.

2,600

66,439

NSK Ltd.

63,000

366,035

NTT DoCoMo, Inc.

740

1,073,255

Okinawa Cellular Telephone Co.

56

103,726

ORIX Corp.

5,620

363,043

Osaka Securities Exchange Co. Ltd.

52

249,554

Park24 Co. Ltd.

21,600

240,945

Rakuten, Inc.

417

285,599

Ricoh Co. Ltd.

5,000

67,955

ROHM Co. Ltd.

3,800

252,018

Sankyo Co. Ltd. (Gunma)

5,800

331,314

Sega Sammy Holdings, Inc.

17,900

254,166

Shin-Etsu Chemical Co., Ltd.

9,900

525,039

Shinko Electric Industries Co.Ltd.

13,300

198,099

Common Stocks - continued

Shares

Value

Japan - continued

Shionogi & Co. Ltd.

9,200

$ 198,469

SKY Perfect JSAT Holdings, Inc.

697

318,727

SMC Corp.

3,600

411,159

Softbank Corp.

12,000

282,782

Sony Corp.

11,600

342,553

Stanley Electric Co. Ltd.

25,400

497,373

Sumco Corp.

5,100

97,331

Sumitomo Corp.

41,700

404,834

Sumitomo Electric Industries Ltd.

49,200

597,064

Sumitomo Mitsui Financial Group, Inc.

21,200

720,631

Taiyo Yuden Co. Ltd.

11,000

123,771

TDK Corp.

8,500

488,742

THK Co. Ltd.

16,100

278,220

Toda Corp.

41,000

136,682

Tokai Carbon Co. Ltd.

26,000

125,504

Tokuyama Corp.

24,000

150,815

Tokyo Ohka Kogyo Co. Ltd.

3,800

73,217

Toshiba Corp.

116,000

663,017

Toyota Motor Corp.

17,400

686,937

West Japan Railway Co.

73

258,709

TOTAL JAPAN

27,729,705

Luxembourg - 0.0%

ArcelorMittal SA (Netherlands)

4,520

152,849

Netherlands - 1.1%

Akzo Nobel NV

8,587

508,986

ASML Holding NV:

(Netherlands)

15,000

404,484

(NY Shares)

12,000

323,280

Heineken NV (Bearer)

9,700

429,863

James Hardie Industries NV unit (a)

83,740

530,563

Koninklijke KPN NV

39,108

710,735

Koninklijke Philips Electronics NV

20,900

524,990

QIAGEN NV (a)

28,000

583,240

TNT NV

2,000

53,211

Unilever NV (Certificaten Van Aandelen) unit

24,200

748,020

TOTAL NETHERLANDS

4,817,372

Netherlands Antilles - 0.2%

Schlumberger Ltd.

13,000

808,600

Norway - 0.2%

DnB NOR ASA (a)

39,000

449,180

Common Stocks - continued

Shares

Value

Norway - continued

Pronova BioPharma ASA (a)

16,900

$ 52,535

Telenor ASA (a)

32,400

419,563

TOTAL NORWAY

921,278

Papua New Guinea - 0.2%

Lihir Gold Ltd.

72,428

198,037

Oil Search Ltd.

100,938

523,327

TOTAL PAPUA NEW GUINEA

721,364

Singapore - 0.6%

Avago Technologies Ltd.

4,000

60,000

CapitaLand Ltd.

224,500

650,862

Keppel Corp. Ltd.

46,000

264,300

Olam International Ltd.

182,000

349,279

Raffles Education Corp. Ltd.

530,629

186,252

Singapore Exchange Ltd.

38,000

215,285

United Overseas Bank Ltd.

73,000

874,822

TOTAL SINGAPORE

2,600,800

South Africa - 0.1%

Impala Platinum Holdings Ltd.

11,000

245,414

Spain - 1.0%

Banco Bilbao Vizcaya Argentaria SA

22,875

408,863

Banco Santander SA

66,641

1,072,332

Grupo Ferrovial SA

4,100

170,503

Inditex SA

9,813

577,613

Telefonica SA sponsored ADR

22,200

1,863,246

TOTAL SPAIN

4,092,557

Sweden - 0.5%

H&M Hennes & Mauritz AB (B Shares)

11,013

625,517

Modern Times Group MTG AB (B Shares)

8,200

355,598

Sandvik AB

28,200

311,487

Skandinaviska Enskilda Banken AB (A Shares) (a)

49,700

301,025

Swedbank AB (A Shares)

28,946

249,341

Telefonaktiebolaget LM Ericsson (B Shares)

14,000

146,260

TOTAL SWEDEN

1,989,228

Switzerland - 1.8%

Actelion Ltd. (Reg.) (a)

6,821

376,581

Credit Suisse Group (Reg.)

17,847

953,864

Nestle SA (Reg.)

41,255

1,922,633

Nobel Biocare Holding AG (Switzerland)

8,965

255,119

Common Stocks - continued

Shares

Value

Switzerland - continued

Noble Corp.

8,000

$ 325,920

Roche Holding AG (participation certificate)

9,735

1,562,571

Schindler Holding AG (participation certificate)

3,753

257,125

Sonova Holding AG

3,680

379,441

Swiss Reinsurance Co. (Reg.)

9,421

385,801

Transocean Ltd. (a)

1,800

151,038

UBS AG:

(For. Reg.) (a)

51,275

854,831

(NY Shares) (a)

2,545

42,222

TOTAL SWITZERLAND

7,467,146

Turkey - 0.0%

Turkiye Is Bankasi AS Series C

47,000

179,747

United Kingdom - 5.6%

Anglo American PLC (United Kingdom) (a)

26,955

980,242

Barclays PLC

174,864

916,781

Barclays PLC Sponsored ADR

40,000

836,000

Barratt Developments PLC (a)

40,100

88,945

Bellway PLC

13,700

164,421

BG Group PLC

52,013

900,917

Bovis Homes Group PLC

18,600

125,784

BP PLC

90,400

847,354

BP PLC sponsored ADR

15,500

877,610

British Airways PLC (a)

16,500

49,249

British American Tobacco PLC sponsored ADR

3,000

192,690

British Land Co. PLC

31,392

243,369

British Sky Broadcasting Group PLC

26,100

228,396

BT Group PLC

215,600

462,175

Burberry Group PLC

23,400

207,074

Cairn Energy PLC (a)

7,440

322,720

Carphone Warehouse Group PLC

73,500

222,158

Centrica PLC

154,828

631,170

Debenhams PLC

90,715

116,021

easyJet PLC (a)

17,500

103,462

HSBC Holdings PLC sponsored ADR

67,522

3,740,044

InterContinental Hotel Group PLC

22,229

286,490

ITV PLC

589,900

414,033

Kesa Electricals PLC

140,200

305,910

Man Group PLC

70,529

358,963

Misys PLC

82,800

281,534

Mothercare PLC

24,700

233,582

Reckitt Benckiser Group PLC

15,624

778,523

Common Stocks - continued

Shares

Value

United Kingdom - continued

Redrow PLC (a)

55,800

$ 129,174

Rio Tinto PLC (Reg.)

20,898

924,206

Royal Dutch Shell PLC Class A (United Kingdom)

74,637

2,214,280

Segro PLC

65,990

382,449

Serco Group PLC

33,846

280,898

Standard Chartered PLC (United Kingdom)

46,734

1,151,302

Taylor Wimpey PLC (a)

337,373

205,053

Tesco PLC

129,455

865,779

The Game Group PLC

51,100

124,334

Tomkins PLC

87,200

240,660

Vodafone Group PLC

302,821

667,589

Vodafone Group PLC sponsored ADR

30,300

672,357

Wm Morrison Supermarkets PLC

74,915

344,387

Wolseley PLC (a)

21,068

428,217

Xstrata PLC

21,988

318,582

TOTAL UNITED KINGDOM

23,864,884

United States of America - 23.4%

3M Co.

6,500

478,205

Agilent Technologies, Inc.

25,600

633,344

Albemarle Corp.

6,000

189,480

Allergan, Inc.

1,900

106,875

Allscripts-Misys Healthcare Solutions, Inc.

3,000

58,500

Amazon.com, Inc. (a)

11,100

1,318,791

American Express Co.

98,000

3,414,320

Anadarko Petroleum Corp.

43,500

2,650,455

Apple, Inc. (a)

22,500

4,241,250

Applied Micro Circuits Corp. (a)

12,000

93,840

Ardea Biosciences, Inc. (a)

5,800

78,300

Arena Resources, Inc. (a)

6,200

231,012

Armstrong World Industries, Inc. (a)

21,000

782,250

Autoliv, Inc.

3,100

104,098

Avon Products, Inc.

6,000

192,300

Ball Corp.

7,000

345,310

BioCryst Pharmaceuticals, Inc. (a)

8,000

71,440

Blue Coat Systems, Inc. (a)

8,000

178,240

BMC Software, Inc. (a)

12,044

447,555

Bruker BioSciences Corp. (a)

38,000

411,920

C.H. Robinson Worldwide, Inc.

9,000

495,990

Cameron International Corp. (a)

3,000

110,910

CareFusion Corp. (a)

22,000

492,140

Caterpillar, Inc.

8,000

440,480

Common Stocks - continued

Shares

Value

United States of America - continued

Celanese Corp. Class A

102,000

$ 2,799,900

Cerner Corp. (a)

7,000

532,280

Cisco Systems, Inc. (a)

129,200

2,952,220

Citrix Systems, Inc. (a)

56,000

2,058,560

CME Group, Inc.

4,100

1,240,701

Coach, Inc.

4,000

131,880

Comerica, Inc.

52,000

1,443,000

CONSOL Energy, Inc.

1,000

42,810

CSX Corp.

83,000

3,500,940

Cummins, Inc.

24,000

1,033,440

Dendreon Corp. (a)

17,000

429,590

Dow Chemical Co.

22,000

516,560

DSW, Inc. Class A (a)

36,000

691,200

eBay, Inc. (a)

43,000

957,610

ebix.com, Inc. (a)

2,000

123,200

ENSCO International, Inc.

3,000

137,370

Express Scripts, Inc. (a)

41,500

3,316,680

FedEx Corp.

5,000

363,450

Franklin Resources, Inc.

1,700

177,871

Freeport-McMoRan Copper & Gold, Inc.

5,900

432,824

G-III Apparel Group Ltd. (a)

17,000

272,170

Genworth Financial, Inc. Class A

12,000

127,440

Goldman Sachs Group, Inc.

10,000

1,701,700

Google, Inc. Class A (a)

8,300

4,449,796

Harley-Davidson, Inc.

25,000

623,000

Henry Schein, Inc. (a)

1,000

52,830

Hewlett-Packard Co.

51,000

2,420,460

ImmunoGen, Inc. (a)

19,000

127,110

Informatica Corp. (a)

15,000

318,450

Intel Corp.

10,000

191,100

iRobot Corp. (a)

18,000

240,660

J. Crew Group, Inc. (a)

7,000

285,460

Johnson Controls, Inc.

12,027

287,686

JPMorgan Chase & Co.

94,300

3,938,911

Kennametal, Inc.

7,000

164,920

King Pharmaceuticals, Inc. (a)

7,000

70,910

Lam Research Corp. (a)

24,000

809,280

Life Technologies Corp. (a)

47,000

2,216,990

Lubrizol Corp.

17,500

1,164,800

M&T Bank Corp. (d)

5,500

345,675

Mako Surgical Corp. (a)

22,000

199,100

Massey Energy Co.

2,000

58,180

Common Stocks - continued

Shares

Value

United States of America - continued

McKesson Corp.

14,000

$ 822,220

Medco Health Solutions, Inc. (a)

12,000

673,440

Micromet, Inc. (a)

25,000

127,750

Morgan Stanley

89,300

2,868,316

National Oilwell Varco, Inc. (a)

20,000

819,800

NetApp, Inc. (a)

7,000

189,350

Norfolk Southern Corp.

17,000

792,540

NVIDIA Corp. (a)

4,000

47,840

Occidental Petroleum Corp.

54,000

4,097,520

Oil States International, Inc. (a)

11,000

378,840

Oshkosh Co.

4,100

128,166

Owens-Illinois, Inc. (a)

7,000

223,160

Peabody Energy Corp.

6,000

237,540

Pfizer, Inc.

28,700

488,761

Philip Morris International, Inc.

24,000

1,136,640

PMC-Sierra, Inc. (a)

14,000

119,280

Polaris Industries, Inc.

12,000

504,840

Polo Ralph Lauren Corp. Class A

2,000

148,840

Precision Castparts Corp.

15,000

1,432,950

Pride International, Inc. (a)

26,100

771,516

Range Resources Corp.

6,000

300,300

Raytheon Co. warrants 6/16/11 (a)

112

1,056

Red Hat, Inc. (a)

9,000

232,290

Republic Services, Inc.

2,000

51,820

Rockwell Automation, Inc.

1,000

40,950

Ross Stores, Inc.

27,000

1,188,270

Schweitzer-Mauduit International, Inc.

5,000

258,250

Smith International, Inc.

32,000

887,360

Solera Holdings, Inc.

15,000

483,300

Southwestern Energy Co. (a)

9,000

392,220

Starbucks Corp. (a)

11,000

208,780

Starwood Hotels & Resorts Worldwide, Inc.

12,000

348,720

SVB Financial Group (a)

2,000

82,500

Taleo Corp. Class A (a)

3,000

65,220

Targacept, Inc. (a)

3,000

56,250

Teradyne, Inc. (a)

119,000

996,030

TETRA Technologies, Inc. (a)

17,000

160,820

The Coca-Cola Co.

15,700

836,967

The Walt Disney Co.

37,000

1,012,690

TIBCO Software, Inc. (a)

1,000

8,750

TJX Companies, Inc.

47,000

1,755,450

U.S. Bancorp, Delaware

9,400

218,268

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

91,100

$ 5,023,254

United Therapeutics Corp. (a)

5,600

238,224

Unum Group

2,000

39,900

Verisk Analytics, Inc.

2,700

74,061

VF Corp.

3,000

213,120

Viacom, Inc. Class B (non-vtg.) (a)

51,900

1,431,921

Virgin Media, Inc.

19,900

278,003

Visa, Inc. Class A

9,500

719,720

Walgreen Co.

57,000

2,156,310

WD-40 Co.

2,000

62,980

WebMD Health Corp. Class A (a)

14,220

484,333

Wells Fargo & Co.

5,800

159,616

Wilmington Trust Corp., Delaware

44,000

530,200

WMS Industries, Inc. (a)

35,000

1,399,300

Wyndham Worldwide Corp.

30,953

527,749

TOTAL UNITED STATES OF AMERICA

99,449,980

TOTAL COMMON STOCKS

(Cost $221,961,829)

240,917,055

Nonconvertible Preferred Stocks - 0.2%

 

 

 

 

Germany - 0.1%

ProSiebenSat.1 Media AG

31,500

328,649

Italy - 0.1%

Fondiaria-Sai SpA (Risparmio Shares)

18,200

223,899

Telecom Italia SpA (Risparmio Shares)

168,100

185,649

TOTAL ITALY

409,548

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $734,857)

738,197

Corporate Bonds - 15.8%

 

Principal
Amount (i)

 

Convertible Bonds - 0.3%

Bermuda - 0.1%

Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12

$ 250,000

464,400

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Convertible Bonds - continued

United States of America - 0.2%

Hertz Global Holdings, Inc. 5.25% 6/1/14

$ 300,000

$ 409,871

Micron Technology, Inc. 4.25% 10/15/13

140,000

212,625

TOTAL UNITED STATES OF AMERICA

622,496

TOTAL CONVERTIBLE BONDS

1,086,896

Nonconvertible Bonds - 15.5%

Australia - 1.0%

Australia & New Zealand Banking Group Ltd. 0.4806% 4/28/15 (f)

200,000

194,060

Commonwealth Bank of Australia:

0.92% 3/17/15 (f)

EUR

100,000

142,996

5% 10/15/19 (Reg. S)

370,000

371,660

5.5% 8/6/19

EUR

400,000

609,946

Didon Tunisia Pty. Ltd. 3.7997% 3/13/12 (e)(f)

100,000

86,000

Fairfax Media Group Finance Pty Ltd. 6.25% 6/15/12

EUR

250,000

357,756

QBE Insurance Group Ltd. 6.125% 9/28/15

GBP

200,000

336,783

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

250,000

311,045

St. George Bank Ltd. 1.038% 3/11/15 (f)

EUR

350,000

490,887

Westpac Banking Corp.:

4.25% 9/22/16

EUR

250,000

369,988

5% 10/21/19

GBP

300,000

491,269

WT Finance (Aust) Pty Ltd./Westfield Europe Finance PLC/WEA Finance 3.625% 6/27/12

EUR

400,000

574,982

TOTAL AUSTRALIA

4,337,372

Belgium - 0.1%

Fortis Banque SA 4.625% (Reg. S) (f)

EUR

200,000

229,806

Bermuda - 0.0%

MPF Corp. (Norway) AS 8.275% 9/20/11 (c)(e)(f)

300,000

3,000

Northern Offshore Ltd. 4.7997% 6/14/10 (e)(f)

100,000

92,000

TOTAL BERMUDA

95,000

Canada - 0.5%

Nexen, Inc. 7.5% 7/30/39

300,000

331,312

NOVA Chemicals Corp. 8.625% 11/1/19 (e)

180,000

182,475

Ontario Province 4.2% 3/8/18

CAD

1,800,000

1,702,989

TOTAL CANADA

2,216,776

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Cayman Islands - 0.4%

Hutchison Whampoa International 09 Ltd. 7.625% 4/9/19 (Reg. S)

$ 400,000

$ 451,128

MUFG Capital Finance 5 Ltd. 6.299% (f)

GBP

300,000

403,041

SMFG Finance Ltd. 6.164% (Reg. S) (f)

GBP

300,000

386,964

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

EUR

150,000

238,126

TOTAL CAYMAN ISLANDS

1,479,259

Cyprus - 0.0%

Remedial Cyprus PCL 5.5331% 3/28/12 (e)(f)

100,000

49,000

France - 1.1%

BNP Paribas SA:

0.6069% 11/23/15 (f)

200,000

195,296

8.667% (f)

EUR

100,000

153,777

Caisse Nationale des Caisses d' Epargne et de Prevoyance 6.117% (f)

EUR

50,000

55,257

Compagnie de St. Gobain:

0.991% 4/11/12 (f)

EUR

175,000

248,490

6% 5/20/13

EUR

50,000

78,930

Credit Agricole SA 4.13% (f)

EUR

200,000

242,385

Credit Commercial de France 4.875% 1/15/14

EUR

250,000

391,237

Credit Logement SA:

1.373% (f)

EUR

150,000

156,720

4.604% (f)

EUR

250,000

310,251

EDF SA 6.95% 1/26/39 (e)

250,000

302,970

Electricite de France 6.125% 6/2/34

GBP

100,000

182,259

Lafarge SA 8.75% 5/30/17

GBP

250,000

471,002

Natixis SA 0.983% 1/26/17 (f)

EUR

100,000

127,823

Societe Generale 0.984% 6/7/17 (f)

EUR

100,000

139,385

Societe Generale SCF 4% 7/7/16

EUR

450,000

683,865

TPSA Eurofinance France SA 6% 5/22/14

EUR

100,000

159,747

Veolia Environnement 6.125% 10/29/37

GBP

200,000

347,448

Vivendi 5.75% 4/4/13 (Reg. S)

300,000

315,498

TOTAL FRANCE

4,562,340

Germany - 0.4%

Bayerische Landesbank Girozentrale 4.5% 2/7/19 (f)

EUR

250,000

307,591

Commerzbank AG:

4.125% 9/13/16 (f)

EUR

300,000

410,916

5.625% 11/29/17 (f)

EUR

100,000

142,982

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Germany - continued

Deutsche Boerse AG 7.5% 6/13/38 (f)

EUR

200,000

$ 296,968

Hella KGaA Hueck & Co. 7.25% 10/20/14

EUR

75,000

108,435

Volkswagen Leasing GmbH 4.875% 10/18/12

EUR

250,000

385,870

TOTAL GERMANY

1,652,762

India - 0.1%

Export-Import Bank of India 0.8813% 6/7/12 (f)

JPY

40,000,000

427,695

ICICI Bank Ltd. 0.8244% 1/12/10 (Reg. S) (f)

125,000

124,253

TOTAL INDIA

551,948

Ireland - 0.3%

Allied Irish Banks PLC 5.25% 3/10/25 (f)

GBP

160,000

179,445

Ardagh Glass Group PLC 10.75% 3/1/15 pay-in-kind

EUR

321,694

392,913

Iberdrola Finance Ireland Ltd.:

3.8% 9/11/14 (Reg. S)

200,000

201,804

5% 9/11/19 (Reg. S)

200,000

201,945

TransCapitalInvest Ltd. 5.67% 3/5/14 (Reg. S)

400,000

396,928

TOTAL IRELAND

1,373,035

Italy - 0.5%

Assicurazioni Generali SpA 5.125% 9/16/24

EUR

250,000

370,564

Banca Italease SpA 1.099% 2/2/10 (f)

EUR

400,000

585,815

Intesa Sanpaolo SpA:

5% 9/23/19

EUR

350,000

515,030

6.375% 11/12/17 (f)

GBP

150,000

255,160

Telecom Italia SpA:

6.75% 3/21/13

EUR

150,000

242,157

8.25% 3/21/16

EUR

200,000

356,415

TOTAL ITALY

2,325,141

Japan - 0.1%

Fukoku Mutual Life Insurance Co. 4.5% 9/28/25 (f)

EUR

250,000

246,520

Korea (South) - 0.4%

Export-Import Bank of Korea 5.875% 1/14/15

200,000

210,808

Kookmin Bank 5.875% 6/11/12

200,000

214,081

Korea Hydro & Nuclear Power Co. Ltd. 6.25% 6/17/14

300,000

321,156

National Agricultural Cooperative Federation 5% 9/30/14 (Reg. S)

200,000

203,566

Shinhan Bank:

5.663% 3/2/35 (f)

350,000

294,413

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Korea (South) - continued

Shinhan Bank: - continued

6% 6/29/12 (Reg. S)

$ 300,000

$ 313,327

Woori Bank 7.63% 4/14/15 (e)

250,000

265,057

TOTAL KOREA (SOUTH)

1,822,408

Luxembourg - 0.7%

ArcelorMittal SA 9% 2/15/15

250,000

288,618

Enel Finance International SA 6% 10/7/39 (Reg. S)

400,000

409,209

Evraz Group SA 8.25% 11/10/15 (Reg. S)

200,000

194,500

Gaz Capital SA (Luxembourg):

6.212% 11/22/16 (Reg. S)

250,000

244,033

6.58% 10/31/13

GBP

100,000

162,975

7.51% 7/31/13 (Reg S.)

200,000

213,598

Glencore Finance (Europe) SA:

6.5% 2/27/19

GBP

200,000

312,349

7.125% 4/23/15

EUR

150,000

233,383

OAO Industry & Construction Bank 6.2% 9/29/15 (Issued by Or-ICB SA for OAO Industry & Construction Bank) (f)

800,000

768,000

Russian Standard Finance SA 7.5% 10/7/10 (Reg. S)

100,000

95,625

TOTAL LUXEMBOURG

2,922,290

Malaysia - 0.1%

Petronas Capital Ltd. 5.25% 8/12/19 (Reg. S)

400,000

399,975

Multi-National - 0.1%

Eurasian Development Bank 7.375% 9/29/14 (Reg. S)

200,000

207,000

Netherlands - 1.2%

Allianz Finance II BV 4.75% 7/22/19

EUR

100,000

153,079

Bayer Capital Corp. BV 4.625% 9/26/14

EUR

325,000

503,182

BOATS Investments (Netherlands) BV 11% 3/31/17 pay-in-kind

EUR

340,795

248,074

Deutsche Telekom International Financial BV 6.5% 4/8/22

GBP

300,000

524,851

Eureko BV 5.125% (f)

EUR

600,000

662,198

ING Bank NV 4.75% 5/27/19

EUR

700,000

1,095,015

Invitel Holdings NN 9.246% 4/15/13 (Reg. S) (f)

EUR

245,715

192,092

KBC IFIMA NV 4.5% 9/17/14

EUR

250,000

373,557

Koninklijke KPN NV 5.75% 9/17/29

GBP

250,000

406,419

Media Nusantara Citra BV 10.75% 9/12/11

148,958

128,402

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

Netherlands - continued

Rabobank Nederland:

0.856% 7/28/15 (f)

EUR

150,000

$ 213,197

5.875% 5/20/19

EUR

350,000

565,890

Siemens Financieringsmaatschappij NV 6.125% 9/14/66 (f)

GBP

150,000

233,506

TOTAL NETHERLANDS

5,299,462

Norway - 0.6%

DnB NOR Bank ASA 4.5% 5/29/14

EUR

200,000

308,635

Kommunalbanken AS 5.125% 5/30/12

1,900,000

2,058,156

Petrolia Drilling ASA 12% 6/20/12 (e)

NOK

500,000

43,660

TOTAL NORWAY

2,410,451

Portugal - 0.1%

Banco Comercial Portugues SA 3.75% 10/8/16

EUR

400,000

587,343

Russia - 0.0%

Raspadskaya Securities Ltd. 7.5% 5/22/12

200,000

200,080

Spain - 0.4%

Banco Santander SA 3.875% 5/27/14

EUR

300,000

456,845

Mapfre SA 5.921% 7/24/37 (f)

EUR

450,000

566,007

Santander Issuances SA Unipersonal 1.108% 7/25/17 (f)

EUR

150,000

206,259

Telefonica Emisiones SAU:

5.431% 2/3/14

EUR

200,000

316,398

5.888% 1/31/14

GBP

100,000

173,878

TOTAL SPAIN

1,719,387

Sweden - 0.0%

Svenska Handelsbanken AB 0.449% 3/15/16 (f)

200,000

189,646

Switzerland - 0.1%

UBS AG London Branch 3% 10/6/14

EUR

150,000

219,725

Thailand - 0.0%

True Move Co. Ltd. 10.75% 12/16/13 (Reg. S)

200,000

191,000

United Arab Emirates - 0.2%

Abu Dhabi National Energy Co. PJSC 4.75% 9/15/14 (Reg. S)

300,000

301,500

Emirates Bank International PJSC 4.7806% 4/30/12 (f)

229,000

225,556

Nakheel Development Ltd. 3.1725% 12/14/09

150,000

162,750

TOTAL UNITED ARAB EMIRATES

689,806

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United Kingdom - 2.8%

3i Group PLC 1.003% 6/8/12 (f)

EUR

400,000

$ 515,272

BAA Funding Ltd.:

4.6% 2/15/20 (Reg. S) (f)

EUR

150,000

195,260

5.85% 11/27/15 (Reg. S) (f)

GBP

50,000

80,296

9.2% 3/29/23 (f)

GBP

50,000

92,310

Bank of Scotland 6.375% 8/16/19

GBP

400,000

571,235

Barclays Bank PLC:

0.4831% 6/27/16 (e)(f)

100,000

88,237

0.5931% 5/25/15 (f)

300,000

282,236

5.2% 7/10/14

300,000

319,897

6.75% 1/16/23 (f)

GBP

300,000

500,066

14% (f)

GBP

100,000

214,698

BAT International Finance PLC 8.125% 11/15/13

200,000

229,058

BG Energy Capital PLC 3.375% 7/15/13

EUR

150,000

223,805

Broadgate PLC 1.3431% 10/5/25 (f)

GBP

32,750

34,950

Credit Suisse London Branch 4.75% 8/5/19

EUR

300,000

452,584

Imperial Tobacco Finance:

7.25% 9/15/14

EUR

150,000

246,885

8.375% 2/17/16

EUR

600,000

1,042,038

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

EUR

150,000

187,002

Marks & Spencer PLC 7.125% 12/1/37 (e)

200,000

190,566

Motability Operations Group PLC 5.25% 9/28/16

GBP

200,000

329,390

Nationwide Building Society:

0.982% 12/22/16 (f)

EUR

150,000

181,468

3.375% 8/17/15 (f)

EUR

455,000

621,669

Northern Rock PLC 0.3834% 10/21/10 (f)

250,000

234,255

Old Mutual PLC:

4.5% 1/18/17 (f)

EUR

150,000

180,449

5% 1/21/16 (f)

GBP

50,000

70,868

7.125% 10/19/16

GBP

200,000

327,129

Prudential PLC 6.125% 12/19/31

GBP

110,000

163,974

Rexam PLC 4.375% 3/15/13

EUR

250,000

369,473

Royal Bank of Scotland PLC:

0.4844% 4/11/16 (f)

250,000

202,719

5.75% 5/21/14

EUR

250,000

391,424

6.934% 4/9/18

EUR

300,000

443,298

Scottish & Southern Energy PLC 6.25% 8/27/38

GBP

150,000

275,929

Society of Lloyd's 6.875% 11/17/25 (f)

GBP

200,000

333,739

Standard Chartered Bank:

3.3263% 2/3/15 (f)

100,000

97,463

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United Kingdom - continued

Standard Chartered Bank: - continued

5.875% 9/26/17 (Reg. S)

EUR

250,000

$ 386,372

Tesco PLC 5.125% 2/24/15

EUR

150,000

236,210

UBS AG Jersey Branch:

0.4341% 4/18/16 (f)

100,000

86,205

1.023% 11/17/15 (f)

EUR

350,000

483,094

UBS AG London Branch 6.25% 9/3/13

EUR

100,000

160,690

Ukrsotsbank 8% 2/22/10 (Issued by Credit Suisse First Boston International for Ukrsotsbank)

100,000

98,529

Vodafone Group PLC:

0.66% 2/27/12 (f)

160,000

158,830

6.25% 1/15/16

EUR

200,000

328,441

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

GBP

100,000

181,478

TOTAL UNITED KINGDOM

11,809,491

United States of America - 4.3%

Altria Group, Inc.:

8.5% 11/10/13

210,000

243,645

9.25% 8/6/19

400,000

484,962

Anheuser-Busch InBev Worldwide, Inc. 5.375% 1/15/20 (Reg. S)

340,000

345,646

BA Covered Bond Issuer 4.125% 4/5/12

EUR

1,700,000

2,556,971

Bank of America Corp.:

4.75% 5/6/19

EUR

250,000

334,535

6.125% 9/15/21

GBP

250,000

413,057

7.375% 5/15/14

115,000

128,761

7.625% 6/1/19

285,000

328,865

BSP Finance BV 10.75% 11/1/11

100,000

75,050

CenturyTel, Inc. 7.6% 9/15/39

105,000

102,733

Citigroup, Inc. 4.25% 2/25/30 (f)

EUR

350,000

366,896

ConocoPhillips 6% 1/15/20

350,000

385,277

COX Communications, Inc. 8.375% 3/1/39 (e)

250,000

299,716

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

400,000

426,972

Dominion Resources, Inc. 6.3% 9/30/66 (f)

190,000

164,350

Dow Chemical Co. 8.55% 5/15/19

280,000

319,654

General Electric Capital Corp. 5.9% 5/13/14

160,000

175,112

General Electric Co. 5.25% 12/6/17

200,000

208,069

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

309,000

301,689

Goldman Sachs Group, Inc.:

6% 5/1/14

150,000

164,905

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United States of America - continued

Goldman Sachs Group, Inc.: - continued

6.15% 4/1/18

$ 200,000

$ 213,123

HVB Funding Trust VIII 7.055% (f)

EUR

500,000

632,156

JPMorgan Chase & Co. 5.25% 5/8/13

EUR

250,000

394,008

KeyBank NA:

0.979% 11/21/11 (f)

EUR

50,000

61,554

1.053% 2/9/12 (f)

EUR

220,000

240,300

Liberty Mutual Group, Inc. 5.75% 3/15/14 (e)

250,000

236,693

Merck & Co., Inc. 5.85% 6/30/39

300,000

326,420

Merrill Lynch & Co., Inc.:

4.625% 10/2/13

EUR

260,000

385,571

6.15% 4/25/13

500,000

535,978

6.75% 5/21/13

EUR

150,000

236,807

Morgan Stanley 1.039% 7/20/12 (f)

EUR

430,000

606,583

Pemex Project Funding Master Trust 5.5% 2/24/25
(Reg. S)

EUR

300,000

385,068

Pfizer, Inc.:

3.625% 6/3/13

EUR

150,000

226,044

5.35% 3/15/15

300,000

331,235

5.75% 6/3/21

EUR

150,000

248,799

6.2% 3/15/19

300,000

341,553

Plains All American Pipeline LP 8.75% 5/1/19

100,000

121,383

PPL Energy Supply LLC 6.5% 5/1/18

160,000

170,828

Roche Holdings, Inc. 6% 3/1/19 (e)

150,000

167,334

SLM Corp. 0.973% 12/15/10 (f)

EUR

200,000

265,844

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

300,000

305,744

Sprint Capital Corp. 8.75% 3/15/32

325,000

281,125

Time Warner Cable, Inc.:

6.75% 6/15/39

350,000

370,692

8.25% 2/14/14

200,000

234,566

Toyota Motor Credit Corp. 5.25% 2/3/12

EUR

200,000

312,213

US Bank NA, Cincinnati 4.375% 2/28/17 (f)

EUR

450,000

616,824

Verizon Wireless Capital LLC 5.55% 2/1/14 (Reg. S)

400,000

435,843

WaMu Covered Bond Program 4.375% 5/19/14

EUR

550,000

818,833

WEA Finance LLC/WT Finance Australia Pty. Ltd. 5.75% 9/2/15 (e)

400,000

402,144

Corporate Bonds - continued

 

Principal
Amount (i)

Value

Nonconvertible Bonds - continued

United States of America - continued

Wells Fargo & Co. 3.75% 10/1/14

$ 300,000

$ 299,902

Xerox Corp. 8.25% 5/15/14

100,000

115,218

TOTAL UNITED STATES OF AMERICA

18,147,250

TOTAL NONCONVERTIBLE BONDS

65,934,273

TOTAL CORPORATE BONDS

(Cost $62,269,472)

67,021,169

Government Obligations - 17.7%

 

Canada - 0.2%

Canadian Government 5.25% 6/1/12

CAD

850,000

855,393

France - 0.2%

French Republic 3.75% 10/25/19

EUR

600,000

896,959

Germany - 3.7%

German Federal Republic:

3.5% 7/4/19

EUR

1,650,000

2,479,241

4.25% 7/4/14

EUR

3,140,000

4,995,357

4.75% 7/4/40

EUR

1,900,000

3,172,838

5.625% 1/4/28

EUR

2,960,000

5,239,316

TOTAL GERMANY

15,886,752

Greece - 1.4%

Greek Government:

4.6% 9/20/40

EUR

2,850,000

3,694,548

5.5% 8/20/14

EUR

1,400,000

2,263,468

TOTAL GREECE

5,958,016

Ireland - 0.4%

Irish Republic 5.9% 10/18/19

EUR

1,000,000

1,614,158

Japan - 10.4%

Japan Government:

0.8% 12/15/09

JPY

952,000,000

10,584,007

0.9% 6/20/13

JPY

110,000,000

1,240,271

1.3% 3/20/15

JPY

1,040,000,000

11,894,527

1.7% 12/20/16

JPY

136,600,000

1,589,923

1.9% 6/20/16

JPY

855,000,000

10,101,938

Government Obligations - continued

 

Principal
Amount (i)

Value

Japan - continued

Japan Government: - continued

1.9% 3/20/29

JPY

208,000,000

$ 2,235,387

2.2% 9/20/39

JPY

210,000,000

2,298,171

2.5% 9/20/36

JPY

350,000,000

4,111,927

TOTAL JAPAN

44,056,151

United States of America - 1.4%

Federal Home Loan Bank 3.625% 10/18/13

300,000

317,258

Freddie Mac 2.125% 9/21/12

650,000

660,785

U.S. Treasury Bonds 3.5% 2/15/39

950,000

832,734

U.S. Treasury Inflation-Indexed Notes 2% 7/15/14

3,091,338

3,262,113

U.S. Treasury Notes:

2.375% 8/31/14

100,000

100,508

2.375% 9/30/14

200,000

200,796

3.625% 8/15/19

550,000

560,570

TOTAL UNITED STATES OF AMERICA

5,934,764

TOTAL GOVERNMENT OBLIGATIONS

(Cost $67,135,761)

75,202,193

Asset-Backed Securities - 0.4%

 

Clock Finance BV Series 2007-1 Class B2, 1.069% 2/25/15 (f)

EUR

100,000

100,065

Leek Finance PLC Series 2005-15X Class BA, 0.9131% 3/21/37 (f)

GBP

100,000

60,894

Mermaid Secured Finance 2007-1 Series 2007-1:

Class C, 1.024% 1/30/40 (f)

EUR

50,000

70,230

Class D, 1.224% 1/30/40 (f)

EUR

100,000

138,399

Prime Bricks 2007-1 GmbH Series 2007-1:

Class B, 1.024% 1/30/40 (f)

EUR

50,000

70,230

Class C, 1.224% 1/30/40 (f)

EUR

50,000

69,200

Promise K 2006-1 GmbH Series I 2006-1 Class D, 1.458% 3/10/17 (f)

EUR

100,000

26,002

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

GBP

250,000

415,704

TS Co.mit One GmbH Series 1 Class C, 1.041% 6/29/13 (f)

EUR

78,654

57,872

VCL No. 11 Ltd. Class A, 1.529% 8/21/15 (f)

EUR

200,000

294,590

Asset-Backed Securities - continued

 

Principal
Amount (i)

Value

Volkswagen Car Lease Series 9 Class B, 0.61% 10/21/13 (f)

EUR

250,000

$ 359,525

Whinstone Capital Management Ltd. Series 2005-1X Class B1, 1.4938% 10/25/45 (f)

GBP

70,098

9,207

TOTAL ASSET-BACKED SECURITIES

(Cost $2,101,716)

1,671,918

Collateralized Mortgage Obligations - 0.1%

 

Private Sponsor - 0.1%

Arkle Master Issuer PLC floater Series 2006-1X Class 5M1, 1.143% 2/17/52 (f)

EUR

100,000

115,741

Arran Residential Mortgages Funding No. 1 PLC Series 2006-1X Class CC, 0.973% 4/12/56 (f)

EUR

86,463

79,941

Holmes Master Issuer PLC floater Series 2007-1 Class 3C2, 1.162% 7/15/40 (f)

EUR

150,000

196,452

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $449,958)

392,134

Commercial Mortgage Securities - 0.3%

 

France - 0.0%

Paris Prime Community Real Estate Series 2006-1 Class B, 0.987% 4/22/14 (e)(f)

EUR

72,109

74,278

Ireland - 0.1%

European Property Capital 4 PLC Class C, 0.8588% 7/20/14 (f)

GBP

41,701

24,989

German Residential Asset Note Distributor PLC Series 1 Class A, 0.979% 7/20/16 (f)

EUR

174,264

209,399

Rivoli Pan Europe PLC Series 2006-1 Class B 1.1325% 8/3/18 (f)

EUR

100,000

80,332

TOTAL IRELAND

314,720

Japan - 0.0%

JLOC 37 LLC Series X Class B1, 0.72% 1/15/15 (f)

JPY

13,310,000

36,968

Netherlands - 0.0%

Skyline BV Series 2007-1 Class D, 1.547% 7/22/43 (f)

EUR

100,000

64,704

United Kingdom - 0.2%

Eddystone Finance PLC Series 2006-1:

Class A2, 0.7868% 4/19/21 (f)

GBP

150,000

189,901

Class B, 0.9568% 4/19/21 (f)

GBP

100,000

110,321

Commercial Mortgage Securities - continued

 

Principal
Amount (i)

Value

United Kingdom - continued

Enterprise Inns PLC 6.5% 12/6/18

GBP

95,000

$ 129,454

London & Regional Debt Securitisation No. 1 PLC Class A, 0.7781% 10/15/14 (f)

GBP

100,000

131,584

REC Plantation Place Ltd. Series 5 Class A, 1.1444% 7/25/16 (f)

GBP

97,699

122,403

Theatre Hospitals PLC:

Series 2007-1 Class C, 1.2681% 10/15/31 (f)

GBP

49,140

22,590

Series 2007-2 Class D, 1.5181% 10/15/31 (f)

GBP

98,280

24,203

TOTAL UNITED KINGDOM

730,456

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $1,638,116)

1,221,126

Commercial Paper - 0.2%

 

Luxembourg - 0.2%

Gazprom ECP SA 3.3995% 12/18/09
(Cost $995,506)

1,000,000

999,313

Preferred Securities - 0.3%

 

 

 

 

Germany - 0.1%

BayernLB Capital Trust I 6.2032% (f)

650,000

283,402

Netherlands - 0.2%

Rabobank Nederland 11% (e)(f)

780,000

1,013,697

TOTAL PREFERRED SECURITIES

(Cost $1,433,205)

1,297,099

International Equity Funds - 3.9%

Shares

 

Fidelity Emerging Markets Equity Central Fund (g)
(Cost $10,692,049)

100,500

16,816,665

Money Market Funds - 2.9%

 

 

 

 

Fidelity Cash Central Fund, 0.20% (h)

11,793,360

11,793,360

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(h)

518,900

518,900

TOTAL MONEY MARKET FUNDS

(Cost $12,312,260)

12,312,260

Cash Equivalents - 0.0%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 0.06%, dated 10/30/09 due 11/2/09 (Collateralized by U.S. Government Obligations) #
(Cost $30,000)

$ 30,000

$ 30,000

TOTAL INVESTMENT PORTFOLIO - 98.5%

(Cost $381,754,729)

418,619,129

NET OTHER ASSETS - 1.5%

6,514,032

NET ASSETS - 100%

$ 425,133,161

Currency Abbreviations

CAD

-

Canadian dollar

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

NOK

-

Norwegian krone

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $3,802,571 or 0.9% of net assets.

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

(g) 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. 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.

(h) 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.

(i) Principal amount is stated in United States dollars unless otherwise noted.

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

Repurchase Agreement / Counterparty

Value

$30,000 due 11/02/09 at 0.06%

BNP Paribas Securities Corp.

$ 7,928

Credit Suisse Securities (USA) LLC

8,160

Deutsche Bank Securities, Inc.

2,616

HSBC Securities (USA), Inc.

1,189

ING Financial Markets LLC

2,378

J.P. Morgan Securities, Inc.

2,378

Mizuho Securities USA, Inc.

2,378

Societe Generale, New York Branch

2,973

 

$ 30,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 137,194

Fidelity Emerging Markets Equity Central Fund

224,549

Fidelity Securities Lending Cash Central Fund

36,141

Total

$ 397,884

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 Equity Central Fund

$ -

$ 11,052,049

$ 495,252

$ 16,816,665

5.2%

Other Information

The following is a summary of the inputs used, as of October 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

United States of America

$ 99,449,980

$ 99,449,980

$ -

$ -

Japan

27,729,705

-

27,729,705

-

United Kingdom

23,864,884

20,046,779

3,818,105

-

Australia

14,173,441

-

14,173,441

-

France

12,209,141

9,756,185

2,452,956

-

Canada

11,363,065

11,363,065

-

-

Switzerland

7,467,146

5,658,451

1,808,695

-

Germany

6,371,739

4,671,247

1,700,492

-

Netherlands

4,817,372

3,357,335

1,460,037

-

Other

34,208,779

21,038,702

13,170,077

-

Corporate Bonds

67,021,169

-

67,018,169

3,000

Government Obligations

75,202,193

-

75,202,193

-

Asset-Backed Securities

1,671,918

-

1,604,839

67,079

Collateralized Mortgage Obligations

392,134

-

392,134

-

Commercial Mortgage Securities

1,221,126

-

1,121,859

99,267

Commercial Paper

999,313

-

999,313

-

Preferred Securities

1,297,099

-

1,297,099

-

International Equity Funds

16,816,665

16,816,665

-

-

Money Market Funds

12,312,260

12,312,260

-

-

Cash Equivalents

30,000

-

30,000

-

Total Investments in Securities

$ 418,619,129

$ 204,470,669

$ 213,979,114

$ 169,346

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

Investments in Securities:

Beginning Balance

$ 223,425

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(264,098)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

5,389

Transfers in/out of Level 3

204,630

Ending Balance

$ 169,346

The change in unrealized gain (loss) attributable to Level 3 securities at October 31, 2009

$ (180,979)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

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

1.4%

AAA,AA,A

26.9%

BBB

5.3%

BB

0.3%

B

0.0%

CCC,CC,C

0.3%

Not Rated

0.4%

Equities

60.7%

Short-Term Investments and Net Other Assets

4.7%

 

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 report date and do not reflect subsequent downgrades.

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.

Income Tax Information

At October 31, 2009, the fund had a capital loss carryforward of approximately $67,735,229 of which $38,284,221 and $29,451,008 will expire on October 31, 2016 and 2017, respectively.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

October 31, 2009

 

 

 

Assets

Investment in securities, at value (including securities loaned of $488,314 and repurchase agreements of $30,000) - See accompanying schedule:

Unaffiliated issuers (cost $358,750,420)

$ 389,490,204

 

Fidelity Central Funds (cost $23,004,309)

29,128,925

 

Total Investments (cost $381,754,729)

 

$ 418,619,129

Cash

106,274

Receivable for investments sold

20,407,469

Receivable for fund shares sold

1,616,200

Dividends receivable

393,386

Interest receivable

1,855,291

Distributions receivable from Fidelity Central Funds

2,960

Prepaid expenses

1,761

Other receivables

25,602

Total assets

443,028,072

 

 

 

Liabilities

Payable for investments purchased

$ 16,488,258

Payable for fund shares redeemed

349,534

Accrued management fee

261,994

Distribution fees payable

1,823

Other affiliated payables

124,813

Other payables and accrued expenses

149,589

Collateral on securities loaned, at value

518,900

Total liabilities

17,894,911

 

 

 

Net Assets

$ 425,133,161

Net Assets consist of:

 

Paid in capital

$ 455,249,760

Undistributed net investment income

4,730,308

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

(71,759,767)

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

36,912,860

Net Assets

$ 425,133,161

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2009

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($2,911,842 ÷ 148,649 shares)

$ 19.59

 

 

 

Maximum offering price per share (100/94.25 of $19.59)

$ 20.79

Class T:
Net Asset Value and redemption price per share ($981,213 ÷ 50,174 shares)

$ 19.56

 

 

 

Maximum offering price per share (100/96.50 of $19.56)

$ 20.27

Class B:
Net Asset Value and offering price per share
($525,790 ÷ 26,985 shares)A

$ 19.48

 

 

 

Class C:
Net Asset Value and offering price per share
($827,193 ÷ 42,450 shares)A

$ 19.49

 

 

 

Global Balanced:
Net Asset Value, offering price and redemption price per share ($419,747,236 ÷ 21,395,044 shares)

$ 19.62

 

 

 

Institutional Class:
Net Asset Value, offering price and redemption price per share ($139,887 ÷ 7,124 shares)

$ 19.64

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

Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2009

 

  

  

Investment Income

  

  

Dividends

 

$ 4,422,741

Interest

 

5,527,544

Income from Fidelity Central Funds

 

397,884

 

 

10,348,169

Less foreign taxes withheld

 

(237,970)

Total income

 

10,110,199

 

 

 

Expenses

Management fee

$ 2,554,942

Transfer agent fees

1,062,583

Distribution fees

6,021

Accounting and security lending fees

185,613

Custodian fees and expenses

417,236

Independent trustees' compensation

1,273

Registration fees

119,859

Audit

82,471

Legal

2,205

Miscellaneous

27,036

Total expenses before reductions

4,459,239

Expense reductions

(105,585)

4,353,654

Net investment income (loss)

5,756,545

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(25,671,224)

Fidelity Central Funds

135,252

 

Foreign currency transactions

(228,513)

Futures contracts

114,897

Total net realized gain (loss)

 

(25,649,588)

Change in net unrealized appreciation (depreciation) on:

Investment securities

84,307,276

Assets and liabilities in foreign currencies

327,889

Total change in net unrealized appreciation (depreciation)

 

84,635,165

Net gain (loss)

58,985,577

Net increase (decrease) in net assets resulting from operations

$ 64,742,122

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

Annual Report

Statement of Changes in Net Assets

  

Year ended October 31,
2009

Year ended October 31,
2008

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,756,545

$ 7,618,899

Net realized gain (loss)

(25,649,588)

(41,907,066)

Change in net unrealized appreciation (depreciation)

84,635,165

(91,610,439)

Net increase (decrease) in net assets resulting
from operations

64,742,122

(125,898,606)

Distributions to shareholders from net investment income

(7,712,596)

(5,015,376)

Distributions to shareholders from net realized gain

(3,450,371)

(27,812,540)

Total distributions

(11,162,967)

(32,827,916)

Share transactions - net increase (decrease)

26,258,176

132,695,430

Redemption fees

16,684

48,708

Total increase (decrease) in net assets

79,854,015

(25,982,384)

 

 

 

Net Assets

Beginning of period

345,279,146

371,261,530

End of period (including undistributed net investment income of $4,730,308 and undistributed net investment income of $6,726,768, respectively)

$ 425,133,161

$ 345,279,146

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

Annual Report

Financial Highlights - Class A

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .12

Net realized and unrealized gain (loss)

  4.39

Total from investment operations

  4.51

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.59

Total Return B, C, D

  29.91%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.47% A

Expenses net of fee waivers, if any

  1.47% A

Expenses net of all reductions

  1.46% A

Net investment income (loss)

  .88% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 2,912

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class T

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .11

Net realized and unrealized gain (loss)

  4.37

Total from investment operations

  4.48

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.56

Total Return B, C, D

  29.71%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.69% A

Expenses net of fee waivers, if any

  1.69% A

Expenses net of all reductions

  1.68% A

Net investment income (loss)

  .88% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 981

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class B

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .05

Net realized and unrealized gain (loss)

  4.35

Total from investment operations

  4.40

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.48

Total Return B, C, D

  29.18%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  2.21% A

Expenses net of fee waivers, if any

  2.21% A

Expenses net of all reductions

  2.20% A

Net investment income (loss)

  .39% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 526

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Class C

  
Year ended October 31, 2009 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) E

  .05

Net realized and unrealized gain (loss)

  4.36

Total from investment operations

  4.41

Redemption fees added to paid in capital E, J

  -

Net asset value, end of period

$ 19.49

Total Return B, C, D

  29.24%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  2.20% A

Expenses net of fee waivers, if any

  2.20% A

Expenses net of all reductions

  2.19% A

Net investment income (loss)

  .36% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 827

Portfolio turnover rate G

  252%

A Annualized

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

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

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

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 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.

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

Annual Report

Financial Highlights - Global Balanced

Years ended October 31,
2009
2008
2007
2006
2005

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.94

$ 25.40

$ 23.08

$ 21.95

$ 19.69

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .28

  .40

  .35

  .28

  .17 E

Net realized and unrealized gain (loss)

  2.95

  (6.70)

  4.27

  2.66

  2.54

Total from investment operations

  3.23

  (6.30)

  4.62

  2.94

  2.71

Distributions from net investment income

  (.38)

  (.33)

  (.20)

  (.14)

  (.13)

Distributions from net realized gain

  (.17)

  (1.83)

  (2.10)

  (1.67)

  (.32)

Total distributions

  (.55)

  (2.16)

  (2.30)

  (1.81)

  (.45)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 19.62

$ 16.94

$ 25.40

$ 23.08

$ 21.95

Total Return A

  19.86%

  (26.96)%

  21.83%

  14.23%

  13.92%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.24%

  1.13%

  1.14%

  1.18%

  1.17%

Expenses net of fee waivers,
if any

  1.23%

  1.13%

  1.14%

  1.18%

  1.17%

Expenses net of all reductions

  1.21%

  1.11%

  1.12%

  1.14%

  1.15%

Net investment income (loss)

  1.61%

  1.88%

  1.55%

  1.27%

  .80% E

Supplemental Data

 

 

 

 

 

Net assets, end of period
(000 omitted)

$ 419,747

$ 345,279

$ 371,262

$ 260,144

$ 191,247

Portfolio turnover rate D

  252%

  264%

  169%

  208%

  95%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .66%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

  
Year ended October 31, 2009 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 15.08

Income from Investment Operations

 

Net investment income (loss) D

  .21

Net realized and unrealized gain (loss)

  4.35

Total from investment operations

  4.56

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 19.64

Total Return B, C

  30.24%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  1.12% A

Expenses net of fee waivers, if any

  1.12% A

Expenses net of all reductions

  1.10% A

Net investment income (loss)

  1.70% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 140

Portfolio turnover rate F

  252%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period 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 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.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2009

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 B, Class C, Global Balanced and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Fund commenced sale of Class A, Class T, Class B, Class C, and Institutional Class shares and the existing class was designated Global Balanced on February 19, 2009. 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 also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their 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 Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Emerging Markets Equity Central Fund

FMR Co., Inc. (FMRC)

Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.

Foreign Securities

Repurchase Agreements

 

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 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, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, December 21, 2009, 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. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of October 31, 2009, for the Fund's investments, as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments 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 an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, foreign government and government agency obligations, preferred securities and U.S. government and government agency obligations, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. For asset backed securities, collateralized mortgage obligations, and commercial mortgage securities, pricing services generally utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and types as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

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

Annual Report

3. Significant Accounting Policies - continued

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

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

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

Investment Transactions and Income. 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)regular trading hours on the NASDAQ exchange, normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. There are no unrecognized tax benefits in the accompanying financial statements in connection with the tax positions taken by the Fund. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income 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 generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), futures transactions, 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

$ 48,037,524

Gross unrealized depreciation

(16,534,954)

Net unrealized appreciation (depreciation)

$ 31,502,570

 

 

Tax Cost

$ 387,116,559

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income

$ 6,067,724

Capital loss carryforward

$ (67,735,229)

Net unrealized appreciation (depreciation)

$ 31,438,204

The tax character of distributions paid was as follows:

 

October 31, 2009

October 31, 2008

Ordinary Income

$ 11,162,967

$ 16,413,958

Long-term Capital Gains

-

16,413,958

Total

$ 11,162,967

$ 32,827,916

Short-Term Trading (Redemption) Fees. Shares held in the Fund less than 30 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, will be retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

5. Investments in Derivative Instruments.

Objectives and Strategies for Investing in Derivative Instruments. The Fund uses derivative instruments ("derivatives"), including futures contracts, in order to meet its investment objectives. The Fund's strategy is to use derivatives as a risk management tool and as an additional way to gain exposure to certain types of assets. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives. While utilizing derivatives in pursuit of its investment objectives, the Fund is exposed to certain financial risk relative to those derivatives. This risk is further explained below:

Equity Risk

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

The following notes provide more detailed information about each derivative type held by the Fund:

Futures Contracts. The Fund uses futures contracts to manage its exposure to the stock market. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument. Risks of loss may include equity risk and potential lack of liquidity in the market. Futures have minimal counterparty risk to the Fund since the exchange's clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. The purchaser or seller of a futures contract is not required to pay for or deliver the instrument unless the contract is held until the delivery date. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Securities deposited to meet margin requirements are identified in the Fund's Schedule of Investments. Futures contracts are marked-to-market daily and subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and changes in value are recognized as unrealized gain (loss). Realized gain (loss) is recorded upon the expiration or closing of the futures contract. The net realized gain (loss) and change in unrealized gain (loss) on futures contracts during the period is included on the Statement of Operations.

At the end of the period, the fund had no open futures contracts.

Annual Report

5. Investments in Derivative Instruments - continued

Realized and Change in Unrealized Gain (Loss) on Derivative Instruments. A summary of the Fund's value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Fund's Schedule of Investments. The table below reflects the Fund's realized gain (loss) and change in unrealized gain (loss) for derivatives during the period.

Risk Exposure / Derivative Type

Realized Gain (Loss)

Change in Unrealized Gain (Loss)

Equity Risk

 

 

Futures Contracts

$ 114,897

$ -

Total Derivatives Realized and Change in Unrealized Gain (Loss) (a)

$ 114,897

$ -

(a) Total derivatives realized gain (loss) included in the Statement of Operations is comprised of $114,897 for futures contracts.

6. Purchases and Sales of Investments.

Purchases and sales of securities(including the Equity Central Funds), other than short-term securities and U.S. government securities, aggregated $768,955,210 and $737,143,501, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .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. 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,

Annual Report

Notes to Financial Statements - continued

7. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 1,306

$ 745

Class T

.25%

.25%

1,287

387

Class B

.75%

.25%

1,716

1,485

Class C

.75%

.25%

1,712

1,565

 

 

 

$ 6,021

$ 4,182

Sales Load. FDC receives 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. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 3,958

Class T

1,070

 

$ 5,028

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, the total transfer agent fees paid by each class were as follows:

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

 

Amount

% of
Average
Net Assets

Class A

$ 1,525

.28*

Class T

683

.26*

Class B

513

.29*

Class C

495

.28*

Global Balanced

1,059,223

.30

Institutional Class

144

.17*

 

$ 1,062,583

 

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $17,025 for the period.

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 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 $1,849 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

9. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $36,141.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Global Balanced's operating expenses. During the period, this reimbursement reduced the class' expenses by $59,983.

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 $45,602 for the period.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2009

2008

From net investment income

 

 

Global Balanced

$ 7,712,596

$ 5,015,376

From net realized gain

 

 

Global Balanced

$ 3,450,371

$ 27,812,540

Annual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2009 A

2008

2009A

2008

Class A

 

 

 

 

Shares sold

153,196

-

$ 2,896,084

$ -

Shares redeemed

(4,547)

-

(85,646)

-

Net increase (decrease)

148,649

-

$ 2,810,438

$ -

Class T

 

 

 

 

Shares sold

54,070

-

$ 984,801

$ -

Shares redeemed

(3,896)

-

(69,740)

-

Net increase (decrease)

50,174

-

$ 915,061

$ -

Class B

 

 

 

 

Shares sold

27,777

-

$ 492,520

$ -

Shares redeemed

(792)

-

(15,439)

-

Net increase (decrease)

26,985

-

$ 477,081

$ -

Class C

 

 

 

 

Shares sold

42,502

-

$ 795,402

$ -

Shares redeemed

(52)

-

(992)

-

Net increase (decrease)

42,450

-

$ 794,410

$ -

Global Balanced

 

 

 

 

Shares sold

9,057,083

12,310,512

$ 156,832,268

$ 263,385,231

Reinvestment of distributions

673,127

1,384,069

10,621,946

31,418,376

Shares redeemed

(8,714,065)

(7,932,619)

(146,302,628)

(162,108,177)

Net increase (decrease)

1,016,145

5,761,962

$ 21,151,586

$ 132,695,430

Institutional Class

 

 

 

 

Shares sold

7,124

-

$ 109,600

$ -

A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period February 19, 2009 (commencement of sale of
shares) to October 31, 2009.

13. Other.

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

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, 2009, 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, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2009

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, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 188 funds advised by FMR or an affiliate. Mr. Curvey oversees 411 funds advised by FMR or an affiliate.

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

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 Occupation

Abigail P. Johnson (47)

 

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 Personal and Workplace Investing (2005-present). Ms. Johnson is a Director 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 (74)

 

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 FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
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.

* 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.

Independent Trustees:

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

Name, Age; Principal Occupation

Albert R. Gamper, Jr. (67)

 

Year of Election or Appointment: 2006

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

Arthur E. Johnson (62)

 

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) and AGL Resources, Inc. (holding company). Previously, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009), and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (55)

 

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). 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 Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

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) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director of McKesson Corporation (healthcare service). 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 (70)

 

Year of Election or Appointment: 2005

Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation, and as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (2004-2009).

Annual Report

Trustees and Officers - continued

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 (51)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (53)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Derek L. Young (45)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds. Mr. Young also serves as Chief Investment Officers of the Global Asset Allocation Group (2009-present). Previously, Mr. Young served as a portfolio manager.

Scott C. Goebel (41)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008- present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

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 (42)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. 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.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (40)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey 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.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Kenneth B. Robins (40)

 

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 and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Gary W. Ryan (51)

 

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).

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

12/07/09

12/04/09

$0.248

$0.075

The fund will notify shareholders in January 2010 of amounts for use in preparing 2009 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on July 15, 2009. The results of votes taken among shareholders on the proposal before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

4,660,446,788.00

93.389

Withheld

329,898,915.93

6.611

TOTAL

4,990,345,703.93

100.000

Albert R. Gamper, Jr.

Affirmative

4,697,750,297.49

94.137

Withheld

292,595,406.44

5.863

TOTAL

4,990,345,703.93

100.000

Abigail P. Johnson

Affirmative

4,656,658,858.01

93.313

Withheld

333,686,845.92

6.687

TOTAL

4,990,345,703.93

100.000

Arthur E. Johnson

Affirmative

4,686,159,283.49

93.905

Withheld

304,186,420.44

6.095

TOTAL

4,990,345,703.93

100.000

Michael E. Kenneally

Affirmative

4,709,830,377.70

94.379

Withheld

280,515,326.23

5.621

TOTAL

4,990,345,703.93

100.000

James H. Keyes

Affirmative

4,703,388,873.28

94.250

Withheld

286,956,830.65

5.750

TOTAL

4,990,345,703.93

100.000

Marie L. Knowles

Affirmative

4,693,994,899.89

94.062

Withheld

296,350,804.04

5.938

TOTAL

4,990,345,703.93

100.000

Kenneth L. Wolfe

Affirmative

4,685,695,252.60

93.895

Withheld

304,650,451.33

6.105

TOTAL

4,990,345,703.93

100.000

A Denotes trust-wide proposal and voting results.

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 throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee 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.

On May 21, 2009, the Board voted to continue the fund's Advisory Contracts for four months, through September 30, 2009, in connection with the reorganization of the Board's new meeting schedule. The Board considered that the contractual terms of and fees payable under the fund's Advisory Contracts involve no changes in (i) the investment process or strategies employed in the management of the fund's assets; (ii) the nature or level of services provided under the fund's Advisory Contracts; or (iii) the day-to-day management of the fund or the persons primarily responsible for such management. The Board concluded that the fund's Advisory Contracts are fair and reasonable, and that the fund's Advisory Contracts should be renewed, without modification, through September 30, 2009, with the understanding that the Board would consider their renewal in September 2009.

At its September 2009 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

Annual Report

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

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. In response to the recent financial crisis, Fidelity took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board specifically noted Fidelity's response to the 2008 credit market crisis. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

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

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 phone representatives and over the Internet, and investor education materials and asset allocation tools.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

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, as well as the fund's relative investment performance measured against (i) a proprietary custom index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the fund's cumulative total returns, 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 fund did not offer Advisor classes as of December 31, 2008.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund. 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


fid6010

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the second quartile for all the periods shown. The Board also stated that the investment performance of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's performance during 2009.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." 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 37% means that 63% 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


fid6012

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and equal to the median of its ASPG for 2008.

Annual Report

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

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

The Board noted that the fund's total expenses ranked above its competitive median for 2008. The Board also noted 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.

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

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

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

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

PricewaterhouseCoopers LLP (PwC), independent registered 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 believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider 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.

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

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability, and the extent to which current market conditions have affected retention and recruitment; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (viii) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Boston, MA

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 

AGBLI-UANN-1209
1.883455.100

fid5925

Item 2. Code of Ethics

As of the end of the period, October 31, 2009, 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 Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

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, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Global Balanced Fund

$67,000

$-

$7,700

$1,700

October 31, 2008 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

 

Fidelity Global Balanced Fund

$72,000

$-

$8,300

$1,800

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, 2009A

October 31, 2008A

Audit-Related Fees

$2,825,000

$2,295,000B

Tax Fees

$2,000

$-

All Other Fees

$-

$-B

A Amounts may reflect rounding.

B Reflects current period presentation.

"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 assurance services provided to the fund or Fund Service Provider 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, 2009 A

October 31, 2008 A,B

PwC

$3,460,000

$3,115,000

A Amounts may reflect rounding.

B Reflects current period presentation.

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 29, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

December 29, 2009

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 29, 2009